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PART I: CARD

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TABLE

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…. 1 .. 1 ... 2 ... 2 ... 2 .. 2 .. 2

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.10

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17. 18. 19. 20. 21.

22. 23. 24. 25. 26. 27. 28. 29. 30.31. 32. 33. 34. 35. PAR Equ PAR

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E OF CONT

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RTY AGREEMENTS

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AL IMPORTANT IND PROCESSING

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........ 17

........ 17 ........ 17 ........ 18 n ........ 18 ........ 19 ........ 19 ........ 20 ........ 20 ......... 21 ........ 22 ........ 22

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…….. 28

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2GO,® Discover Platinum). • A Discover Network Zip Indicator may appear on the back of a standard rectangular plastic Card indicating the Card can be used to conduct Contactless

Card Transactions.

NOTE: Valid Cards may not always be rectangular in shape (e.g., Discover 2GO® Cards) and certain valid Contactless Payment Devices approved by us for use in accessing Card Accounts (e.g., radio frequency (RF) enabled Cards, key fobs, and Mobile Commerce Devices) and to conduct Contactless Card Transactions may not display the features described above. Prepaid Gift Card Security Features The features described below are found on Prepaid Gift Cards; however, the placement of these features may vary:

• Depending on the issue date of the Card, the Discover Network Acceptance Mark or the Discover/NOVUS Acceptance Mark will appear on the front or back of the Card.

• The embossed, stylized “D” appears on the front of the Card. • A valid expiration date is embossed on the front of the Card.

Other Card Features for Cards with a Discover Acceptance Mark • The front of the Card may display “Temporary Card,” “Prepaid Card,” “Gift Card,” or “Electronic Use Only,” must be printed on the front or the back of the

Card. NOTE: Prepaid Gift Cards accepted at a limited, specific list of Merchants may, but are not required to display a Discover hologram and may, but are not required to, bear the Discover Acceptance Mark. Unembossed PrePaid Cards display a printed Card number. The “Valid Thru” date and the Cardholder name may or may not be printed on the Card. The embossed “D” security character is not present. “Electronic Use Only” is printed on the front or the back of an unembossed Card. Obtain an electronic Authorization Response using a POS device for unembossed Prepaid Cards. You are required to remain familiar with Discover Card designs and may reference the document “Discover Network Security Features.” You may download the document free of charge from Discover Network’s website at http://www.discovernetwork.com/fraudsecurity/ fraud.html. American Express Card. Some Cards contain a holographic image on the front or the back of the plastic to determine authenticity. Not all American Express Cards have a holographic image.

• All American Express Card Numbers start with “37” or “34.” The Card number appears embossed on the front of the Card. Embossing must be clear, and uniform in sizing and spacing. Some Cards also have the Card Number printed on the back of the Card in the signature panel. These numbers, plus the last four digits printed on the Sales Draft, must match.

• Pre-printed Card Identification (CID) Numbers must always appear above the Card Number on either the right or left edge of the Card. • Only the person whose name appears on an American Express Card is entitled to use it. Cards are not transferable. • The signature on the back of the Card must match the Card Member’s signature on the Sales Draft, and must be the same name that appears on the front

of the Card. The signature panel must not be taped over, mutilated, erased or painted over. • Some Cards also have a three digit Card Security Code (3CSC) number printed on the signature panel. • Do not accept a card outside the valid from and to dates.

1.2. Effective/Expiration Dates. At the point of sale, the Card should be carefully examined for the effective (valid from) (if present) and expiration (valid thru) dates, which are located on the face of the Card. The sale date must fall on or between these dates. Do not accept a Card prior to the effective date or after the expiration date. If the Card has expired, you cannot accept it for a Card sale unless you have verified through your Authorization Center that the Card is in good standing, otherwise, you are subject to a Chargeback and could be debited for the transaction. 1.3. Valid Signature. Check the back of the Card. Make sure that the signature panel has not been disfigured or tampered with in any fashion (an altered signature panel may appear discolored, glued or painted, or show erasure marks on the surface). The signature on the back of the Card must compare favorably with the signature on the Sales Draft. The Sales Draft must be signed by the Card presenter in the presence of your authorized representative (unless a Card Not Present Sale) and in the same format as the signature panel on the Card; e.g., Harry E. Jones should not be signed H.E. Jones. The signature panels of Visa, MasterCard and Discover Network Cards now have a 3-digit number (CVV2/CVC2/CID) printed on the panel known as the Card Validation Code. Visa, MasterCard and Discover Network: If the signature panel on the Card is blank, in addition to requesting an Authorization, you must do all the following:

• Review positive identification bearing the Cardholder’s signature (such as a passport or driver’s license that has not expired) to validate the Cardholder’s identity.

• Indicate the positive identification, including any serial number and expiration date, on the Credit Draft or Sales Draft; provided that you must effect PAN Truncation, and must not include the expiration date on the copy of the Sales Draft or Credit Draft that you provide to the Cardholder, or as required by applicable law, the Sales Draft or Credit Draft you retain.

• Require the Cardholder to sign the signature panel of the Card prior to completing the Transaction. 1.4. Users Other Than Cardholders. A Cardholder may not authorize another individual to use his/her Card for purchases. Be sure the signature on the Card matches with the one on the Sales Draft. Furthermore, any Card having two signatures on the back panel is invalid and any sale made with this Card can result in a Chargeback. For Cards bearing a photograph of the Cardholder, ensure that the Cardholder appears to be the person depicted in the picture which appears on the Card. If you have any questions, call the Voice Authorization Center and request to speak to a Code 10 operator. 1.5. Special Terms. If you limit refund/exchange terms or impose other specific conditions for Card sales, the words “No Exchange, No Refund,” etc. must be clearly printed (in 1/4" letters) on the Sales Draft near or above the Cardholder’s signature. The Cardholder’s copy, as well as your copy, must clearly show this information. During a liquidation and/or closure of any of your outlets, locations and/or businesses, you must post signs clearly visible to customers stating that “All Sales Are Final,” and stamp the Sales Draft with a notice that “All Sales Are Final.” Generally, do not give cash, check or in-store Credit refunds for Card sales. Visa allows for the following exclusions: A cash refund to the Cardholder for a small ticket transaction or a no signature required transaction, a cash refund, Credit, or other appropriate form of Credit to the recipient of a gift purchased as a Mail/Phone Order transaction, or a cash refund or in-store Credit for a Visa prepaid card transaction if the Cardholder states that the Visa pre-paid card has been discarded. NOTE: A disclosure does not eliminate your liability for a Chargeback. Consumer protection laws and Card Organization Rules frequently allow the Cardholder to dispute these items notwithstanding such disclosures. 1.6. Delayed Delivery or Deposit Balance. In a delayed delivery transaction where a Cardholder makes a deposit toward the full amount of the sale, you should execute two separate Sales Drafts (each completed fully as described in Section 3.1), the first for a deposit and the second for payment of the balance upon delivery of the merchandise or the performance of the services. Visa: For Visa transactions, you must obtain an authorization if the cumulative total of both Sales Drafts exceeds the floor limit. You must obtain an authorization for each Sales Draft on each transaction date. You must assign the separate authorization numbers to each Sales Draft, respectively. You must note on such Sales Drafts the words “delayed delivery,” “deposit” or “balance,” as appropriate, and the authorization dates and approval codes. MasterCard: For MasterCard transactions, you must obtain one authorization. You must note on both Sales Drafts the words “delayed delivery,” “deposit” or “balance,” as appropriate, and the authorization date and approval code. Discover Network: For Discover Network transactions, you must label one Sales Draft “deposit” and the other “balance,” as appropriate. You must obtain the “deposit” authorization before submitting the sales data for the “deposit” or the “balance” to us. If delivery of the merchandise or service purchased will occur more than thirty (30) calendar days after the “deposit” authorization, you must obtain a subsequent authorization for the “balance.” In addition, you must complete Address Verification at the time of the “balance” authorization, and you must obtain proof of delivery upon delivery of the services/merchandise purchased. You may not submit sales data relating to the “balance” to us for processing until the merchandise/service purchased has been completely delivered. American Express: For American Express Card transactions, you must clearly disclose your intent and obtain written consent from the Card Member to perform a delayed delivery transaction before you request an Authorization. You must obtain a separate Authorization Approval for each delayed delivery transaction on their

3 PPS1016

respective charge dates and clearly indicate on each record that the charge is either for the deposit or for the balance of the transaction. You must submit the delayed delivery transaction record for the balance of the purchase only after the items have been shipped, provided or services rendered. For deposits, submission must be on the date the Card Member agreed to pay for the deposit for the purchase. For balances, submission must be on the date the items are shipped, provided or services rendered. You must submit and authorize each delayed delivery transaction under the same Merchant Number and treat deposits on the Card no differently than you treat deposits on all other payment products. NOTE: For MasterCard and Visa transactions, if delivery is more than twenty-five (25) days after the original transaction date and the initial authorization request (as opposed to the thirty (30) days in Discover Network transactions), you should reauthorize the unprocessed portion of the transaction prior to delivery. If the transaction is declined, contact the Cardholder and request another form of payment. For example: On January 1, a Cardholder orders $2,200 worth of furniture and you receive an authorization for the full amount; however, only a $200 deposit is processed. The above procedures are followed, with a $2,000 balance remaining on the furniture; the $2,000 transaction balance should be reauthorized. 1.7. Recurring Transaction and Preauthorized Order Regulations. If you process recurring transactions and charge a Cardholder’s account periodically for recurring goods or services (e.g., monthly insurance premiums, yearly subscriptions, annual membership fees, etc.), the Cardholder shall complete and deliver to you a Cardholder approval for such goods or services to be charged to his account. The approval must at least specify the Card-holder’s name, address, account number and expiration date, the transaction amounts, the timing or frequency of recurring charges and the duration of time for which the Cardholder’s permission is granted. For Discover Network transactions, the approval must also include the total amount of recurring charges to be billed to the Cardholder’s account, including taxes and tips and your Merchant Number. If the recurring transaction is renewed, the Cardholder must complete and deliver to you a subsequent written request for the continuation of such goods or services to be charged to the Cardholder’s account. You may not complete a recurring transaction after receiving a cancellation notice from the Cardholder or Issuer or after a request for authorization has been denied. If we or you have terminated this Agreement, you may not submit authorization requests or sales data for recurring transactions that are due after the termination date of this Agreement. You must obtain an authorization for each transaction and write “Recurring Transaction” (or “P. O.” for MasterCard transactions) on the Sales Draft in lieu of the Cardholder’s signature. A positive authorization response for one recurring transaction Card Sale is not a guarantee that any future recurring transaction authorization request will be approved or paid. For all recurring transactions, you should submit the 3-digit Card Validation Code number with the first authorization request, but not subsequent authorization requests. Discover Network Card Organization Rules specifically require that you follow this Card Validation Code procedure for Discover Network recurring transactions. Also, for Discover Network recurring transactions, the Sales Draft must include a general description of the transaction, your merchant name and a toll-free customer service number that the Cardholder may call to obtain customer assistance from you or to cancel the written approval for the recurring transaction. For American Express recurring transactions, you should periodically verify with Card Members that their information (e.g., Card Number, expiration date, billing address) is still accurate. This will improve the likelihood of obtaining an approval to an Authorization request. All recurring transactions or preauthorized orders may not include partial payments for goods or services purchased in a single transaction. You may not impose a finance charge in connection with a Recurring Transaction or Pre-authorized Order. If you process recurring payment transactions, the Recurring Payment Indicator must be included in each authorization request, and as applicable, each Batch submission entry. Penalties can be assessed by the Card Organizations for failure to use the Recurring Payment Indicator. 1.8. Certain Rules and Requirements. The following rules are requirements strictly enforced by Visa, MasterCard and Discover Network:

• Your minimum Credit Card acceptance amount cannot exceed $10.00. Such minimum amount must be established to all Credit Cards regardless of Card Issuer or Card brands. Unless you are a federal government entity or institution of higher learning, you may not establish a maximum amount as a condition for accepting a Card, except that for Discover transactions, you may limit the maximum amount a Discover Network Cardholder may spend if, and only if, you have not received a positive authorization response from the Issuer. Setting a minimum transaction amount limit for Debit Cards (Pin Debit or Non-PIN Debit) is prohibited.

• You may impose a surcharge or fee for accepting a Card only in accordance with applicable law and Card Organization Rules. • You cannot establish any special conditions for accepting a Card. • You may provide a discount/incentive for a consumer to pay with cash, check, Credit Card, Debit Card, etc., however, you must clearly and conspicuously

disclose the discount to consumers. Also, you must offer the discount to all consumers and you cannot discriminate based upon Card brand or Card Issuer. However, you may choose not to accept either U.S. issued Debit Cards or U.S. issued Credit Cards under the terms described in Section 1.9.

• You cannot require the Cardholder to supply any personal information (e.g., home or business phone number; home or business address; or driver’s license number) unless instructed by the Authorization Center. The exception to this is for a mail/telephone/ Internet order or delivery-required transaction, and zip code for a card-present key-entered transaction in order to obtain an Address Verification. Any information that is supplied by the Cardholder must not be in plain view when mailed.

• Any tax required to be collected must be included in the total transaction amount and not collected in cash. • You cannot submit any transaction representing the refinance or transfer of an existing Cardholder obligation deemed uncollectible. • You cannot accept a Visa Consumer Credit Card or Commercial Visa Product, issued by a U.S. Issuer, to collect or refinance an existing debt. • You cannot submit a transaction or sale that has been previously charged back. • You must create a Sales Draft or Credit Draft for each Card transaction and deliver at least one copy of the Sales Draft or Credit Draft to the Cardholder. • You cannot submit a transaction or sale to cover a dishonored check. • If you accept Card checks, your Card check acceptance policy must treat the acceptance of checks from all payment card brands that you accept equally

(e.g., if you accept MasterCard, Visa and Discover Network, your check acceptance policy must treat checks for all three payment card brands equally). You should handle these Card checks like any other personal check drawn upon a bank in the United States.

• Failure to comply with any of the Card Organization Rules may result in fines or penalties. • You will inform the Cardholder that you are responsible for the Card transaction including your goods and services and for related customer service,

dispute resolution and performance of the terms and conditions of the transaction. 1.9. Card Acceptance. If you have indicated either in the Application or by registering with us at least thirty (30) days in advance that, as between Non-PIN Debit Card transactions and Credit Card transactions, you will limit your acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Credit Card transactions, then the following terms in this Section 1.9 will apply: 1.9.1. You will be authorized to refuse to accept for payment either Non-PIN Debit Cards or Credit Cards that are issued within the United States. You will, however, continue to be obligated to accept all foreign issued Credit Card or Debit Cards issued by MasterCard, Visa or Discover Network so long as you accept any type of MasterCard, Visa or Discover Network branded Card. 1.9.2. While many Debit Cards include markings indicating debit (such as “Visa Checkcard, Visa Buxx, Gift Card, DEBIT, or Mastermoney), many Debit Cards may not include any such markings. It will be your responsibility to determine at the point of sale whether a Card is of a type that you have indicated that you will accept. You agree to institute appropriate systems and controls to limit your acceptance to the Card types indicated. You may purchase a table of ranges of numbers currently associated with Debit Card transactions upon execution of confidentiality/non-disclosure agreements required by the Card Organizations. You will be responsible for updating your systems to utilize such tables and to obtain updated tables. Merchant Use and Disclosure of BIN Information (Visa/MasterCard). Servicers may provide BIN information or other product-identifying data to the Merchant or its Merchant Servicer solely for purposes of identifying Visa or MasterCard Card product types at the point of sale. Servicers must provide this Visa BIN information to any Merchant requesting it for the permitted purpose. Servicers must provide a complete list of the BINs that apply to Debit MasterCard Cards to Merchants upon any form of reasonable request. A U.S. Merchant or its Merchant Servicer that receives BIN information or other product-identifying data from Servicers must not use such information for any reason other than to identify Visa or MasterCard Card product types at the point of sale and to implement acceptance practices permitted by the Visa or MasterCard Operating Rules (including, without limitation, “Discount Offer – U.S. Region 5.2.D.2” in the Visa International Operating Regulations; and Rule 5.11.1 “Discrimination” in the MasterCard Rules manual) based on such information, unless authorized by Visa or

4 PPS1016

MasterCard, as applicable. A U.S. Merchant or its Merchant Servicer must not disclose BIN information or other product-identifying data to any third party without prior written permission from Visa or MasterCard, as applicable. If Merchant provides BIN or other product data information to a Merchant Servicer, Merchant must:

Ensure that the Merchant Servicer complies with the substance of these “Merchant Use and Disclosure of BIN Information” requirements

Include the substance of these requirements in Merchant’s agreement or contract with its Merchant Servicer As used in the foregoing provisions, “Merchant Servicer” means any contractor, agent, hardware provider, software provider or service provider who is engaged directly or indirectly by Merchant or who otherwise acts for or on behalf of Merchant in connection with Merchant’s acceptance of Cards or the submission of Charges or Credit Vouchers to Servicers, or who otherwise assists Merchant in the performance of Merchant’s obligations under the Merchant Agreement, and includes without limitation any “Agent”, “Merchant Servicer’, “Third Party”, “Merchant processor”, “Data Storage Entity”, “Payment Service Provider’, “Internet Payment Service Provider’, or “Payment Facilitator” who acts for on behalf of Merchant within the meaning of the Operating Rules, and any other person or entity who will store transmit, process, or otherwise have access to, any Cardholder or card transaction data in connection with Merchant’s performance of Merchant’s obligations under the Merchant Agreement. Merchant Use and Disclosure of BIN Information (Visa/MasterCard) Servicers may provide BIN information or other product-identifying data to the Merchant or its Merchant Servicer solely for purposes of identifying Visa or MasterCard Card product types at the point of sale. Servicers must provide this Visa BIN information to any Merchant requesting it for the permitted purpose. Servicers must provide a complete list of the BINs that apply to Debit MasterCard Cards to Merchants upon any form of reasonable request. A U.S. Merchant or its Merchant Servicer that receives BIN information or other product-identifying data from Servicers must not use such information for any reason other than to identify Visa or MasterCard Card product types at the point of sale and to implement acceptance practices permitted by the Visa or MasterCard Operating Rules (including, without limitation, “Discount Offer – U.S. Region 5.2.D.2” in the Visa International Operating Regulations; and Rule 5.11.1 “Discrimination” in the MasterCard Rules manual) based on such information, unless authorized by Visa or MasterCard, as applicable. A U.S. Merchant or its Merchant Servicer must not disclose BIN information or other product-identifying data to any third party without prior written permission from Visa or MasterCard, as applicable. If Merchant provides BIN or other product data information to a Merchant Servicer, Merchant must:

Ensure that the Merchant Servicer complies with the substance of these “Merchant Use and Disclosure of BIN Information” requirements

Include the substance of these requirements in Merchant’s agreement or contract with its Merchant Servicer As used in the foregoing provisions, “Merchant Servicer” means any contractor, agent, hardware provider, software provider or service provider who is engaged directly or indirectly by Merchant or who otherwise acts for or on behalf of Merchant in connection with Merchant’s acceptance of Cards or the submission of Charges or Credit Vouchers to Servicers, or who otherwise assists Merchant in the performance of Merchant’s obligations under the Merchant Agreement, and includes without limitation any “Agent”, “Merchant Servicer’, “Third Party”, “Merchant processor”, “Data Storage Entity”, “Payment Service Provider’, “Internet Payment Service Provider’, or “Payment Facilitator” who acts for on behalf of Merchant within the meaning of the Operating Rules, and any other person or entity who will store transmit, process, or otherwise have access to, any Cardholder or card transaction data in connection with Merchant’s performance of Merchant’s obligations under the Merchant Agreement. 1.9.3. To the extent that you inadvertently or unintentionally accept a transaction that you are not registered to accept, such transaction will downgrade and you will be charged the Non-Qualified Rate or, if you are utilizing the Enhanced Recovery Reduced Discount option, you will be charged the Enhanced Recovery Reduced Rate on the volume of said transaction that Client was not registered to accept, in addition to the difference between the MasterCard / Visa/Discover Network Qualified Rate agreed to in Section 9 of the Service Fee Schedule and the actual interchange rate assessed to the downgraded transaction. 1.9.4. Based upon your choice to accept only the Card types indicated in the application, you must remove from your premises any existing signage indicating that you accept all Visa, MasterCard or Discover Network Cards and use approved specific signage reflecting your policy of accepting only Non-PIN Debit or Credit Cards. 1.9.5. EvenifyouelectnottoacceptNon-PINDebitCardtransactionsasprovidedabove, you may still accept PIN Debit Card transactions if you have signed up for PIN Debit Card Services. 1.10. Deposits of Principals. Owners, partners, officers and employees of your business establishment, and the guarantors who signed the Application, are prohibited from submitting Sales Drafts or Credit Drafts transacted on their own personal Cards, other than transactions arising from bona fide purchases of goods or services in the ordinary course of your business. Such use in violation of this Section 1.10 is deemed a cash advance, and cash advances are prohibited. 1.11. Merchants in the Lodging Industry. 1.11.1. Generally. There are additional rules and requirements that apply to merchants in the lodging industry for practices including, but not limited to, Guaranteed Reservations and charges for no shows, advance deposits, overbookings, and priority checkout. If you are a merchant in the lodging industry, you must contact us for these additional rules and requirements. Failure to do so could result in additional charges or termination of this Agreement. 1.11.2. Lodging Service Programs. In the event you are a lodging merchant and wish to participate in Visa’s and/or MasterCard’s lodging services programs, please contact your sales representative or relationship manager for details and the appropriate MasterCard and Visa requirements. 1.11.3. Written Confirmation of Guaranteed Reservations. You must provide the Cardholder with written confirmation of a guaranteed reservation. The confirmation must contain:

• Cardholder’s name as it appears on the Card, if present. • Card Number, truncated where required by applicable law to you or us and Card expiration date if present, unless prohibited by applicable law to you or

us. • Reservation confirmation number. • Anticipated arrival date and length of stay. • The cancellation policy in its entirety, inclusive of the date and time the cancellation privileges expire. • Any other pertinent details related to the reserved accommodations.

1.11.4. Cancellation of Guaranteed Reservations. If a Cardholder requests a cancellation in accordance with Merchant’s cancellation policy and specified time frames, Merchant must provide the Cardholder with a cancellation number and instructions to retain a record of it. If a Cardholder requests a written confirmation of the cancellation, Merchant must forward this confirmation within three (3) Business Days of the Cardholder’s request. The cancellation confirmation must contain: Cardholder’s reference that charges were placed on the Card, if applicable, or a guarantee that a “no-show” charge will not be placed on the Card. • Cardholder’s name as it appears on the Card, if present. • Card Number, truncated as required by applicable law to you or us. • Card expiration date if present, unless prohibited by applicable law to you or us. • Reservation cancellation number. • Date of cancellation. • The name of the Merchant’s employee that processed the cancellation. • Any other pertinent information related to the reserved accommodations. 1.12. Customer Activated Terminals and Self-Service Terminals. Prior to conducting Customer Activated Terminal (“CAT”) transactions or Self-Service Terminal transactions you must contact us for approval and further instructions, rules and requirements that apply to CAT and Self-Service Terminal transactions. Failure to do so could result in additional charges or termination of this Agreement. 1.13. Displays and Advertising. You must prominently display appropriate Visa, MasterCard, Discover Network, American Express and, if applicable, other Card Organization decals and program Marks at each of your locations, in catalogs, on websites and on other promotional materials as required by Card Organization Rules. You may not indicate that Visa, MasterCard, Discover Network, American Express, or any other Card Organization endorses your goods or services. Your right to use the program Marks of the Card Organizations terminates upon the earlier of (i) if and when your right to accept the Cards of the respective Card

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ompletion of Sal

Authorization Cendoes not display thHORIZATION COANT THAT THETIME OF THE T

ANSACTION.

les Draft or Creditthe Card transactired. All of the follccount number mpy of the Sales Dlast four digits

you retain. Mastare solely respofor your state/jurf the Card. Whenes Draft; it does norminal, cash registhe Card. HOWE

ORIZATION, THEFAILURE TO FOLBACK UNDER AINAL MANUALLYT ORDERS SEE Sgnature. Howeveork’s No Signaturr certain conditionsaction; ransaction (includhe goods and/or spants, one shirt”). your merchandise ation code; and ng Business As (“g Sales Drafts, dohe transaction hasreadable or illegibetwork sales usingor employee that or employee that cSales in an amouSales and you mants participating in

es Draft when requetwork transactionCardholder’s signInternet (Ecomm

entage of your tothants conducting zation and settlemsactions can resu

net and other Cansaction and you ccepting a mail/t

ul in reducing themration date of CarDraft, clearly prinnt of the transactichant’s name andpy of the Sales D

, write “MO”; for tein and keep a copze the Address Vtwork ent Transactions, you do not have Atain the 3-digit Cauire that you submorders, it is recommubmit a transactiotions will permit thhas been advisedvide a copy of thesignated by the C

les Drafts and C

ter and ask to spehe Card number, cODE ONLY INDICE PERSON PRESTRANSACTION, Y

t Draft, as applicaon is completed. owing information

must appear on thDraft or Credit Dof the Cardhold

terCard requiresonsible to deterrisdiction; ever the term “impot include the prinster, POS DeviceEVER, IF THE TEEN YOU MUST LLOW THESE PR

A CLAIM THAT THY WILL NOT PRSECTION 3.2; r, eligible mercha

re Program, and/os set forth by eac

ding the approved services involved Do not carry inforreturn and Credit

D/B/A”) name ando not alter the Cas been completedble. This may resug a paper Sales Dconducted the tra

conducted the traunt more than $25ay lose a dispute on No Signature Puested by the Carns, if you are a m

nature so long asmerce) Orders antal payment Card Internet transact

ment records. Disult in fines imposerd Not Present trwill not have the

telephone/ Internm and should be fod.

nt the Cardholderon (including ship

d address (city anaft or Credit Draft

elephone orders, wpy of the CardholdVerification Service

and if you do noAVS, contact us imard Validation Co

mit the Card Validamended that writteon for processing he immediate billid of the billing detae Sales Draft to thCardholder (i.e., b

Credit Drafts

6

eak to a Code 10 call the POS Help

CATES THE AVASENTING THE CYOU ARE SUBJ

able, for each Card

n must be containehe Credit Draft orDraft you provideer’s Card numbe

s that Card expirmine the Card

print” is used it refntout from a printe, etc.) and swipe ERMINAL FAILSIMPRINT THE C

ROCEDURES WIHE RIGHTFUL C

REVENT THIS TY

ants participating or certain Discoveh program;

currency of the sin the transaction rmation onto a sec/refund policy;

d location (city anrdholder account d and signed. Strault in a ChargebacDraft (as opposed ansaction. For Disnsaction. 5.00 including salof such a Card Sarogram, Quick Pa

rdholder. merchant operatins the full track dand Other Card No

volume reflectedtions using Mastescover Network dd by the Card Orgransactions haveCardholder’s signet or other Cardollowed by you:

r’s account numbpping, handling, innd state required)t that you provide

write “TO” on the der’s signature on e for all Card Not

t receive a positivmmediately. ode number and iation Code with then verification of tuntil after the me

ng of merchandisails.) he Cardholder at by getting a signa

6 PPS1016

operator. p Desk for termina

AILABILITY OF A CARD IS THE RIJECT TO A CHA

3. Comp

d transaction and

ed on a single pagr Sales Draft in the to a Cardholdeer. Some states ration dates be account numbe

fers to the proceser attached to an the Card to read

S TO READ THE CARD. IN ADDITILL PREVENT YO

CARDHOLDER DIYPE OF CHARGE

in MasterCard’s er Network transa

ale); (if there are too m

cond Sales Draft;

d state required) anumber, circle or

ay marks and othck or Summary Ad

to Electronic Drascover Network C

es taxes, tip, andale if the Merchanayment Service an

g under certain mata is transmitted ot Present Sales on your applicati

erCard or Visa Cadoes not use anganizations. a substantially h

nature on the Saled Not Present tr

er; effective and nsurance, etc.); C); provided, that yto the Cardholde

Cardholder’s signfile on a form autPresent Transact

ve match through

nclude it with eache authorization rethe sale be requeerchandise has bse manufactured t

the time of deliveature of the Card

al assistance. A CARDHOLDER’

IGHTFUL CARDARGEBACK AND

pletion of Sale

d provide a copy o

ge document conhe manner requirer must not incluhave similar reqexcluded from

er truncation req

ss of using a manelectronic deviceand capture the MAGNETIC STRTION, THE SALOU FROM DEFEID NOT AUTHOREBACK. FOR MA

Quick Payment Sactions (see note

many items, comb

and Merchant Accr underline any in

her alterations on djustment to your aft Capture), the pCredits, the Credit

d/or Cash Over amnt fails to obtain thnd/or Small Ticket

merchant categoryin the authorizat

s. You may only enion. Failure to adhards must have s

n Electronic Com

higher risk of Ches Draft as you woransaction. The f

expiration datesCardholder’s nameyou must effect Per, or as required

nature line. thorizing you to su

ctions (see note be

h AVS, you may n

ch authorization request for all Discsted from the Car

been shipped or thto the customer’s

ery. You must alsodholder or person

’S CREDIT AT THDHOLDER. IF PRD YOUR ACCOU

s Drafts and C

of it or a transactio

stituting a Sales Dred by applicable ude the Cardholdquirements that the Sales Draftsquirements and

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LES DRAFT MUNDING A TRANS

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bine them into one

count Number. formation on the a Sales Draft maaccount. aper Sales Draft t Draft must conta

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y codes approvedtion request and ngage in mail/telehere to this requirspecial codes (anmerce Indicator.

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not process the D

request. Discovercover Network Cardholder (sent by he service has bes specifications [i.

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Credit Drafts

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achine to make anectronic device (evia the Magnetic

U ARE REQUIREST HAVE THE SACTION IN THEHASE. ENTERINE, INTERNET AN

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must also containain the signature

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must comply with tonal Card Organized information aboed information aboed information aboed information aboed information aboata Security Req

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s or we may impoents. We may in e that you will notor which you ackn

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time frames and tained. If, after th

er to complete a pnet, your web sitete description of thion of your mercher service contacttion currency (U.Slicable export or lepolicy; er data privacy poption of the transae or disclosure oion to third partiesof merchant inclu

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e authorization anerchant Equipmencessing, including,se and card scann

se fines or penaltour sole discret

t request any Autnowledge we havehorizations, Salesrequirements dests applicable to pabe found at the Program can be fouSDP program can

found at Discover Express Data Secmust comply witsecure network fired data sent across

ations to receive t

special handling ae order has been

postcard or other de must include thehe goods or servichandise return and, including email a

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ends. ugh Electronic Maiarantee against Ch

by your customerate process from eive an Authoriza

actions. Each Inteut limitation, Discpt only those Interocedures, the desds can be verifiedadvance written nthe designated p

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7 PPS1016

the goods or serv

and/or cancellation taken, additiona

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E PROTECTION LIABILITIES FO

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sa, MasterCard, Ddata. The resultingment card data muSP) is Visa USA’surity and Compliass’ data security Puipment (as define

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mit any Sales Drafufficient informatioDrafts. ction 4.1, includingns and PIN transa

s website: www.pcP website: www.vMasterCard SDP website: http://wwnts can be found arity requirementsata across public methods indicate

vices purchased,

on policies. Merchl delays will be in

splays the Cardhoation in a promine

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te; er account numbe

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non-bank Card O

OF CARDHOLDOR UNAUTHORIZOU AGREE TO SONAL INFORMA

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access for procesnnections for em

you use in conneication lines and wd other hardware,

Cards if it is deteres under this Agfts or Credit Draft

on to obtain, and y

g, without limitatioactions. cisecuritystandardvisa.com/cisp.

website: www.maww.discovernetwoat American Exprs shown below:networks.

ed in the PCI DSS

obtain an imprin

handise shipping dncurred (e.g., out

older’s account nuent manner:

rom Servicers);

ers, personal info

assists you in redutained by the Issl provide a separa

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nsaction acceptedg the formatting, trnsactions that aren of data is Secu

col, including anynternet Discover N

rganizations inclu

DER DATA. PLZED DISCLOSURIMPLEMENT A

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nt of the card and

dates must be witof stock), notify th

umber in clear view

ormation, or othe

ucing the risk of fuer. AVS also mate response. A trresponses and us

d by you and subransmission and ee encrypted in acure Socket Layer (y specifications wiNetwork Card tran

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rican Express aligcurity Standards used to identify thData Protection

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d the Cardholder’

thin seven (7) dayhe Cardholder an

w when mailed.

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raud by confirminay help you avoiransaction may nose the informatio

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nsaction unless th

CAREFULLY ASNATION OF THISCOMMERCIALLY

gned data securit(PCI DSS) definehose common dat(SDP) program iprogram, and th

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ompliance Auditat your expense, dures and these Ommediate Notice contact us immedinvestigation. Youified forensic venmed any remediahstanding the forerate with the forens and issue a writequired Informate us and/or Discotion dates, Cardh

ding law enforcembreach, including fwithin 48 hours oferchant Provide

provide to us in wse, or provide Caant Provider withe site inspectionseriodic and other rng security of Ca

ard Organization Red by us or the Cause of the Serviceut limitation, Merchextent as if you hthird parties are y

ompliance with theu or owed by themProcessors. As yor transmit on yonment. NotwithstaSS validated Mercor omission by youes. We may annuliance (AOC). oncompliance Fement, you will be tion of the 90 day

on to any and all oosts. If you or a Mlikely source of a

dless of your belieEvent, you must pard Organizations

by Issuers agaiizations.

authorization requly comply may res

must obtain an AurCard remains varization remains vwithin these timef

e to obtain an Auth

thorization

and regularly updact access to data

se vendor-suppliearly test security stain a policy that act physical accessansmit Cardholderre or retain Card VExpress Card) afre or retain Magnained subsequentoy or purge all Meall systems and Mt access by, or disnsactions, copies only services and ts. You may be sperformed by us

Operating ProceduRequired. In the ately, and in no e

u must, at your owdor acceptable to

al actions recommegoing, if requirednsic vendor so thatten report of its fition for Discoverover Network with holder names and

ment) assisting youforensics reports.f your initial notificrs. The data secu

writing (a) the Mercrdholder data acc applicable Card , background invereporting requiredrdholder data. YoRules. You are reard Organization Res, equipment, sohant Providers anhad not used theyour agents, and e terms of this Ag

m to us or to Card your Processor, wur behalf to the eanding the previouchant Provider unu, your employeeally, upon your w

ees. If we have ncharged a month

y period, until suchother fees for whicMerchant Providerany loss, disclosurf that you have co

promptly pay us foagainst us (togetnst us alleging

uest you submit tosult in assessmen

uthorization Approalid for seven (7

valid for thirty (30)rames may result

horization Approv

ate anti-virus softwby business “nee

ed defaults for syssystems and proceaddresses informas to Cardholder inr account numberValidation Codes fter final transactionetic Stripe data, t to transaction auedia containing obMedia containing Csclosure to any unof the transactionMerchant Equipm

subject to ongoings or a Person desures.

event that transaevent more than 24wn expense (i) pero us and the Car

mended by any sud by a Card Orgaat it may immediandings. r Network Securithe following info

d addresses, etc.u with your invest You shall provid

cation to us of the urity standards setchant Provider’s lcess to, any MerOrganizations. Y

estigations, provisd by a Card Orgaou may allow Mercsponsible for all oRules) and registrftware, systems,

nd any third partym. We have no lyou are solely res

greement and the Organizations.

we are responsiblextent that our posus sentence; we a

nder contract with (s), contractors, a

written request, pro

ot received receiply non-compliance

h time as you are ch you are responr (or other Personre, theft or comproomplied with the Cor all related expether, “Data Compryour responsibilit

o us must fully cont of additional fee

oval Code from u7) days for elect) days. A positivein a late presentm

val Code for a sale

8

ware and keep seced to know,” assig

stem passwords aesses. ation security for eformation.

rs to Cardholders (three-digit values

on authorization.PIN data or AVS

uthorization. bsolete transactionCard account, Canauthorized party.n records may be d

ment that have beeg validation of yousignated by us to

action data is know4 hours after becorform or cause to brd Organizations, uch investigation, nization, we will e

ately conduct an e

ity Breaches. Foormation: (i) the da.); (iii) the methodigation of such bre such informatiobreach. t forth in this Sectegal name, (b) co

rchant Provider uYou must ensure sion of financial stnization; and (iii) chant Providers aour costs and expration of any Mercmaterials, supplie

y lessors or licensiability or responssponsible for (i) deCard Organizatio

e for PCI DSS cossession, storageare not liable for (us, or by you in a

agents or affiliatesovide you with a d

pt of your validatioe fee as set forth compliant or this sible related to yo

n used by you) areomise of CardholdCard Organizationenses, claims, assromise Losses”). ty for the Comp

mply with the appes to you, a decline

us (or a Person, aronic processed authorization res

ment Chargeback

es transaction may

8 PPS1016

curity patches up-n a unique ID to e

nd other security

employees and co

for Internet transas printed in the sig

data. Only Card

n data with Cardhardholder, or trans. delivered to Card

en certified as PCur compliance wito verify your com

wn or suspected ooming aware of sube performed an of any data secuand (iii) coopera

engage a forensicexamination of Me

r security breacheate of breach; (ii) d of such breachreach; and (vi) anyon as soon as pra

tion 4 also apply toontact informationntil you receive othat you and Me

tatements, and ancomply with all a

access to Cardholpenses associatedchant Providers. es or resources osors, will not affecsibility to you or oetermining whetheon Rules and (iii)

ompliance with ree or transmission (i) any Cardholdeaccordance with ss; and (iii) due to tdocument or repre

on of compliance win the ApplicationAgreement is term

our failure to be coe determined by ader data or Card tn Rules or any othsessments, fines,In addition to the

promised Data Ev

plicable provisionsed authorization r

as provided in Setransactions. Fo

sponse for Discov.

y result in a Charg

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parameters.

ontractors.

actions. gnature panel of m

holder account n

holder informationsaction information

holders in either eI DSS compliant bh PCI DSS stand

mpliance, or that o

of having been acuch activity. independent inveurity breach of C

ate with us in the c vendor approvederchant Equipmen

es involving Discodetails concernin

h; (iv) your secury other informatio

acticable, and the

o Merchant Providn, and (c) intendedour approval anderchant Providersny other informati

applicable Card Older data only for d with our review,

f third parties regct your obligationsothers regarding ter they can meet any and all fees,

espect to the secof Cardholder da

er data possessedsection 4.7; (ii) Cathe gross negligeesentation, demo

with your PCI DSn or as otherwise minated, whichevompliant as requirany Card Organizatransaction informher security preca, losses, costs, anforegoing, you mvent, apart from

s of this Agreemeresponse or a Cha

ection 5.4) for alr true paper me

ver Network trans

geback and/or the

computer access

most Cards, and a

umber, Cardholde

. n (whether physic

electronic or papeby the Card Organdards. Furthermorof your agents or

ccessed or retrieve

stigation, includinCard or transactio

investigation andd by a Card Organt, and your and M

over Network transng the data comprrity personnel conon which we reaso

items listed in (i)

ders. Before you d function. You a

d, if required, con: (i) comply with ion required by a

Organization Rulespurposes authori approval, certific

garding your Cards under this Agrethese third partieyour needs and scosts, expenses

urity of Cardholdeata could impact thd, otherwise storeardholder data thaence of you, your nstrating that we

S standards withicommunicated to

ver comes first. Thred hereunder. ation, regardless o

mation (together, “autions and are nond penalties and

must also pay us p any claim proc

ent. Submission ofargeback to you.

l transactions. A erchants for Mastsactions remains v

e termination of yo

to data and track

a four-digit code p

er Name and Car

cal or electronic) in

er format. nizations. re, we retain the rr Merchant Provid

ed by any unautho

ng a forensics anaon data, (ii) perford resolution of an

anization at your eMerchant Provider

sactions and/or traromised (e.g., accntacts; (v) the naonably request fro) - (v) shall be pro

engage any Merccknowledge and

nfirmation of our the registration pCard Organizatio

s, including withozed under and in

cation (and recerti

d transactions proeement to us whics, even if we refe

standards, (ii) theiand other obligat

er data that we phe security of youd, or transmitted

at has been compemployee(s), conhave obtained a v

in the first 90 dayso you, for the periohis monthly non-co

of any forensic an“Compromised Dot responsible forIssuer reimburse

promptly for all expcedures administe

f an authorization

positive authorizaterCard and Visavalid for ninety (9

our Agreement.

k access to data b

printed on the fron

rdholder expiratio

n a secure manne

right to conduct aders, with securit

orized Person, yo

alysis performed brm or cause to bny security breachexpense. You musrs’ procedures an

ack data, you muscount numbers anme of any perso

om you concerninovided to us in an

chant Provider, yoagree that you wregistration of thaprocess which caon; (ii) comply witut limitation, thos conformance witfication as may b

cessing, includingch will apply to therred them to your actions, inactionions owed to them

possess, otherwisur Cardholder daton our behalf by

promised due to antractors, agents ovalid Attestation o

s of the date of thod beginning upoompliance fee is i

nalysis or report, tData Events”) anr the Compromisements imposed bpenses and claimered by the Car

n request that doe

ation response foa transactions th

90) days. Failure t

by

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9 PPS1016

Approval Codes can be obtained through your POS Terminal or a Voice Response Unit (“VRU”). Any fees related to authorizations will be charged for a request for an Authorization Approval Code, whether or not the transaction is approved. Do not attempt to obtain an Authorization Approval Code provided by someone other than us except as described in Section 5.4. If a Cardholder or another service provider provides you with either an authorization number or with a telephone number for obtaining authorizations, the Authorization Approval Code you receive may not be valid. Even if the transaction is initially processed and funded, it may be charged back at a later date. Also, if you receive a purported Authorization Approval Code from someone other than us, we will not have the supporting records and will be unable to verify that you received the authorization if that is later questioned in a Chargeback. An Authorization Approval Code only indicates the availability of credit on an account at the time the authorization is requested. It does not warrant that the person presenting the Card is the rightful Cardholder, nor is it a promise or guarantee that you will not be subject to a Chargeback. If you obtain Address Verification, you must review the AVS response separately from the authorization response and make your own decision about whether to accept the transaction. A transaction can receive an Authorization Approval Code from the Issuer even if AVS is unavailable or reflects that the address provided to you does not match the billing address on file at the Issuer. If the authorized Cardholder disputes such a transaction, you will be responsible for the resulting Chargeback. If you receive a Referral response to an attempted authorization, you may not submit the transaction without calling for and receiving a voice authorization. After receiving a Referral response you may not attempt another authorization on the same Card through your POS Terminal. If you fail to obtain an Authorization Approval Code or if you submit a Card transaction after receiving a decline (even if a subsequent authorization attempt results in an Authorization Approval Code), your transaction may result in a Chargeback and may be assessed fines or fees by the Card Organizations for which you will be responsible. These currently range from $25 to $150 per transaction. To avoid these costs and related Chargebacks, always obtain an Authorization Approval Code directly from your terminal before submitting a transaction for settlement. For Cards other than MasterCard, Visa, American Express and Discover Network or for check acceptance, you must follow the procedures for authorization and acceptance for each. You may not attempt to obtain multiple authorizations for a single transaction. If a sale is declined, do not take alternative measures with the same Card to obtain an approval of the sale from other authorization sources. Instead, request another form of payment. If you accept and process a transaction that was declined, or attempt multi-transactions and/or multi-authorizations, you are subject to a Chargeback, Card Organization fines and/or cancellation of your Agreement. For MasterCard transactions, automated fuel dispensers must ensure that completion messages are submitted for MasterCard Cards within 60 minutes of the Authorization. 5.1. Card Not Present Transactions. You must obtain the 3-digit Card Validation Code (CVV2, CVC2, CID) and submit this Code with all authorization requests with respect to transactions where the Card is not present (e.g., telephone, mail or internet sales). However, for recurring transaction authorizations you should submit the Card Validation Code with the first authorization request only, and not with subsequent recurring transaction authorization requests. (See Section 1.7). NOTE: For each Card Not Present Discover Network transaction, you must also verify the name and billing address of the Discover Network Cardholder using the Address Verification System (AVS), and if you do not receive a positive match, do not process the Discover Network Card Not Present transaction. 5.2. Authorization via Telephone (Other Than Terminal / Electronic Device Users).

• Call your designated voice authorization toll free number and enter the authorization information into the VRU using a touch tone phone or hold for an authorization representative.

• If advised to pick up a Card, use reasonable and peaceful means to do so, and do not take any action that will alarm or embarrass the Card presenter. You will bear all responsibility for claims, liabilities, costs and expenses as a result of any action by you, your employees, vendors or agents, that attempt to retain a Card without the Issuer’s direct request or failure to use reasonable, lawful means in retaining or attempting to retain the Card. ForwardtheCardto:Attn:RewardsDepartment,P.O.Box5019,Hagerstown,MD21740. You may be paid a reward for the return of the Card.

• On occasion, the Authorization Center will ask you to obtain identification from the Cardholder before issuing an approval code. If you are instructed to do so, clearly write the appropriate identification source and numbers in the space provided on the Sales Draft unless otherwise prohibited by law.

• If the sale is declined, please remember that our operators are only relaying a message from the Issuer. The fact that a sale has been declined should not be interpreted as a reflection of the Cardholder’s creditworthiness. The Cardholder should be instructed to call the Issuer.

5.3. Authorization via Electronic Devices. • If you use an electronic terminal to obtain an Authorization Approval Code, all sales should be authorized through this equipment. Authorizations through

other methods will result in additional charges to you. • If your terminal malfunctions, refer to your Quick Reference Guide, if necessary, or call the POS Help Desk. The problem will either be corrected promptly

or may require terminal programming or replacement. During the period in which your terminal is not functioning, remember to check it periodically since most terminal problems are temporary in nature and are quickly corrected.

• If a terminal is moved or if wires are disconnected, causing malfunction, call the POS Help Desk immediately and follow their instructions. You may be responsible for any service charges incurred for reactivation of the terminal.

• Until the terminal becomes operable, you must call your designated voice authorization toll free number and enter authorization information into the VRU using a touchtone phone. During this time, each transaction must be imprinted using a manual Imprinter machine. Failure to obtain an Authorization Approval Code and to imprint these transactions could result in a Chargeback to your account.

5.4. Third Party Authorization System. If you have contracted with another authorization network to obtain Credit Card authorization, i.e., your terminal can Split Dial, liability resulting from discrepancies with that network must be resolved between you and that network. We will not research Chargebacks resulting from Authorization Approval Codes obtained from another authorization service organization. Such Chargebacks will be passed through to you for resolution. If an authorization provided by a third party authorization system is challenged in a Chargeback, you must obtain proof (e.g., third party authorization logs) from the authorization source and submit it to us within the time frame specified on the Chargeback documentation. IF YOU CONTRACTED TO USE ONE OF OUR AUTHORIZATION SERVICES, DO NOT USE ANOTHER THIRD PARTY SYSTEM WITHOUT NOTIFYING CUSTOMER SERVICE. OTHERWISE, WE WILL BE UNABLE TO SUCCESSFULLY RESEARCH AND DEFEND ANY AUTHORIZATION RELATED CHARGEBACKS ON YOUR BEHALF. THIS DELAY WILL SIGNIFICANTLY DECREASE YOUR TIME TO RESEARCH AND PROVIDE PROOF OF AUTHORIZATION, THUS REDUCING YOUR OPPORTUNITY TO REVERSE A CHARGEBACK. If you utilize another authorization network, you will be responsible for the downgrade of any transactions to a higher cost interchange that result from a mismatch of information to our systems and those of third party authorization networks (see Section 18). If you use a third party authorization network, you must also comply with Section 4.7.

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entered manuallyo the terminal forf such a Chargebminal Operating I

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nt you intend to “Payment (e.g., cashaccount number, oed Sales Draft for T INCLUDE P

st wait twenty-fourChargeback and awed up to a 15%above the preauthong with the date oallowed up to a 20, you must authode only the amounestimated chargesed the amount of additional amouned. for lodging accomer miscellaneous occurring after th

the total sum of cand their respectivcellation of Authohe amount of theancellation of the

ncelled before thetion, you must prothe authorization; ncelled;

on being cancelled

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10 PPS1016

y as “post author data capture. Yback, the Card sInstructions/Userstransactions.

all transactions whnumber, merchant Merchants.

vices (e.g., car renrocedures:

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POTENTIAL VEH

r (24) hours befora fine imposed by variance above t

horization, you muof authorization a

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mmodations mustcharges as dictate

hat date will be accharges (the final a

ve Authorization Aorization.

transaction chanauthorization. An

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urring payment traons, a partial authonger needed, a

ansaction sent fortial authorization

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You may present fodeposit transactionction may be cha

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mary form designa

orization” transactYou may be subjhould be imprintes Guide.) If the te

hose origin and dnt’s name, termina

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u must promptly ount and date of t and a new authoHICLE DAMAG

re attempting to rey the Card Organizthe amount autho

ust authorize any nd the amount au%) variance abovnal amount. Estimh the bill presentedor the charges to ted authorization quent authorizatio

t be based on (i)ed by experiencecepted for that Caamount) does not

Approval Codes on

nges following youn authorization mang to the transac

following informatiber;

lternative to a decrequested by the

g funds on the catransactions, par

ansactions. For Dhorization indicatoa partial amount r settlement must functionality, you

sit of Sales Dra

or payment only vns that arise from arged back, we m

is the submissionon behalf of anothuld face criminal p

Credit Drafts mupayment date, con

ated for your use.

tions into the terect to a Chargebed using a manuerminal malfuncti

data capture are al location, transa

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authorization at tf the goods provid

call the Voice Authe transaction, aorization code for E OR INSURA

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uthorized. ve the amount autmating the Authod to the consumeensure that the a(and any subsequ

ons should only b

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ur receipt of authay be cancelled action is submitted ion, in this order:

clined transactione merchant whenrd and select anortial authorization

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u must contact P

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valid charges that sales between C

may suspend or d

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Imprint the comp

rminal, once the back if you receiual Imprinter macons for more tha

automated dispenaction date and am

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amount chargedts, and all increm

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by permitting an n the available caother form of pay is optional for bons, partial Autho

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TIBLES IN ANY

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to the Cardholdeental authorizatio

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ade do not exceeuthorizations), thenal amount of tota

the room rate; (ii

uthorized charges

sale, you must cafifteen (15) days oh the authorizatio

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orization support ization request. ted for the settleroved in the partia

dditional rules an

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ication Card, if aper and may result ust make daily det send us the merurned to you unprlectronic Merchaes must be transonally, if you deporedit Drafts to us ocessing fee and/

gister/terminal BatBatch header muetc.).

Batch/deposit totadiscrepancies betheir Media) or beng duplicate billingyour responsibilitycessor. (In some cmust confirm th

ubmit Batches with

t as otherwise setnancial institutiontion is not the BanBatch is receivedhave been classrk transactions ancknowledge and attlement of disputctions. You agrees.

efunds. You must prom

You cannot procFull refunds muhandling chargeAll dollar amounDo not circle or Imprint the Creddiffers from the Never give cashHave the Cardhwithin five (5) caAuthorization is

xchanges. No additional paFor an uneven The Cardholder

etain Legible CoasterCard and Vis

months from the dmust comply withscover Network: Y

e resolution of anys of Sales Drafts fomerican Express: Sales Drafts and e a copy of the C

s of Credit Drafts d

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ettlement

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pplicable, and sigin a Summary Ad

eposits. rchant copies (whocessed.

ants: Daily Batchmitted to us by tosit via magnetic for imaging and r/or a Chargeback tch header form must be imprinted w

al must match to thtween the actual

efore sending us g to Cardholders a

y to ensure that thcases, the actual

hat your equipmehout your interven

t forth in this Progn within two (2) Bnk, your MasterCad by Processor. Thified by Discover

nd they will be subagree that if we htes regarding those to pay us for pe

ptly complete and The acco The Card Your nam A descri The tran The tota For Disc

cess a Credit tranust be for the exes incurred.) The nts and other handunderline any info

dit Draft with the saccount used for

h or check Credit holder sign the Cralendar days maynot required for C

aperwork is necesexchange, compl

r’s account will be

pies. sa: You must secate of each transall requirements

You must securelyy pending or threaor no less than thrYou must submit Credit Drafts or a

Credit Draft to the delivered to the Ca

entionally submit

ges (Credits)

ords for Retriev

gn it. Please do ndjustment or Charg

ich are for your re

ing Requirementhe time indicatedtape, electronic tretrieval, the Medidue to our inabilit

must be filled out fowith your Mercha

he settled/reconciMedia and electrthe copies of theand resulting in Ce actual Media isMedia is sent dail

ent has transmittntion, it is ultimate

gram Guide, Your Business Days froard/Visa/Discover he Federal Reservr Network as havibject to your agreeave not agreed to

se transactions aner item processing

d submit a Credit Dount number and dholder’s name; me, city, state andption of the goodssaction date of thl amount of the C

cover Network trannsaction that doesact dollar amounrefund amount madwritten informatioormation on the Csame Card used bthe original transarefunds for Card s

redit Draft, give thy result in a ChargCredits.

ssary for an even lete a Credit Draf credited for that a

curely retain legibaction and a perio(see Section 3.1)y retain legible coatened disputes, ree (3) years fromthe Credit to Ame

any other transactCard Member or ard Member.

a sale and an off

vals and Charge

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not staple or clip geback to you. Ma

ecords); submit on

ts & Media Submd in Section A.2. ransmissions, or a must be batchety to retrieve the Mor each Batch of M

ant Identification C

iled amount displaronic display muste deposit. Otherw

Chargebacks) or w batched correctlyly to your head offted its Batches tly your responsib

funds for MasterCom the time a Batransactions will

ve will transfer suing a Discover Dement with Discovo or do not acquirnd (ii) you will purg, authorization a

Draft for the total aexpiration date;

d Merchant Accous or services; e Credit; redit; and nsactions, the apps not correspond tont of the original tay not be for moreon must be clearly

Credit Draft. by the Cardholdeaction. sales. e Cardholder the eback.

exchange. Just foft (follow the procamount. Then, co

le copies of all Sod of five (5) yea. pies of all Sales Dclaims, disagreem

m the date of the Derican Express dition records for 2as required by ap

fsetting Credit at

ebacks

11 PPS1016

Sales Drafts togeail your deposits d

nly the Bank hard

mission. of Part III, of thisElectronic Data C

ed daily by registeMedia as requesteMedia. Card, and all area

ayed on the termint be reconciled an

wise, transactions we may not be abley and, depending fice, and forwardeto us at least onility to confirm tha

Card/Visa/ Discovatch is received bordinarily be procch amounts to yoirect Strategic Rever Network. re transactions forrsue directly with tnd other fees in t

amount of the Cre

unt Number;

proved currency uo a refund on a prtransaction include than the originaly written. (Stray m

r to make the orig

appropriate copy

ollow your standarcedures outlined inomplete a new Sal

ales Drafts and Crs for the retentio

Drafts and Credit Dments or litigationDiscover Network

rectly, or through24 months from thpplicable law, trun

a later date solel

ether or to summdaily to us, or, if yo

copies of the tran

s Agreement) in Capture terminal, er/terminal followined by the Issuer.

as completed pro

nal upon closing tnd corrected befo may appear to e to retrieve an iteon the terms of y

ed to Processor fonce daily. Even if at the Batches hav

ver Network transaby Processor if yocessed via the Feur financial instituelationship with D

r any Card type (ithe related Card the Application fo

edit, which must in

used and the signarevious transactioding tax, handlingl Card sale amoun

marks on the Cred

ginal purchase wh

y, and deposit the

rd company policyn Section 8.1) forles Draft for the to

Credit Drafts or anon of healthcare S

Drafts or any othen involving the Catransaction. your Processor,

he date you submncate the Card Nu

ly for the purpose

ary forms. This wour Agreement al

nsactions. If merc

order to be proceand have contracng the procedures

operly (i.e., Batch

the Batch. ore storing the Mebe a new Submiem when requesteyour Agreement, eor imaging.) f your equipment ive been transmitte

actions will ordinaour financial instideral Reserve wit

ution. Discover Network

i) we have no liabOrganization all c

or any non-acquire

nclude the followin

ature of your authon on the original Sg charges, etc. (Ynt.

dit Draft will rende

hen applicable. Yo

Credit Draft imm

y. r the total amounotal amount of any

ny other transactiSales Drafts and

er transaction recoard transaction. Y

for payment. Youmitted the correspumber and do no

e of debiting and

will distort the Calows deposit at a

chant copies are s

essed on the datcted to send the as below. Failure to

h number, date, a

edia (for merchanssion and may bed by the Issuer.either stored at yo

is designed or proed to us for proce

arily be processeditution is the Banthin two (2) Busin

, we will not acqu

bility or responsibiclaims and disputeed transaction se

ng information:

orized representaSales Draft. You must identify

r it unscannable/il

ou should not cre

ediately. Failure t

t of only the mercy new merchandis

ion records for a Credit Drafts. The

ords for the longeYou must also kee

u must securely reponding Credit to t print the Card’s

crediting your ow

rdholder’s accounlocal bank branch

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te of transmissionactual Sales Drafto do so may resu

amount, number o

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ness Days from th

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to process a Cred

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rovide Sales andestablished by Ca

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mentation request,Make a legible cWrite the ‘case If applicable, maIf a Credit transLetters are not aFax or mail legiIf you fax your rhelp determine Additionally, plegraphics on theIf we do not recto a Chargebac

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presentment requeChargeback is noal rights are forfeon your behalf. T

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d be financially resSPONSIBLE TO M SUBMITTING Cd Credit Drafts. Y

ard Organization R

h the Cardholderr. As a result, we e, you contact thease Discover Netw

all Chargebacks, ocumentation Rentation. We will foesponse to the Iss immediately retricopy, centered onnumber’ from the ake copies of a hoaction has been pacceptable substible copies of the Sresponse, please where the docum

ease set the scan documentation tr

ceive a clear, legibk for “non-receipt”charged by the Ise following inform

rocess. Regardlereasons (see beloion. Due to the sspond to a Chargansaction once acoverable and thediscretion, suffic

nt and/or reversa. Representment If we reverse thesa. Visa currentlyyou will be responalties will be debebacks: If we revevent, at the discrevalid Chargeback,fee and a $250 rfees and any oth

nt or settlement fuChargebacks: If Dand on your beha

ests and an arbitraot disputed within eited. Our only altThis process can tarantee that any fccepted in additionChargebacks: Youto the original in

de all supporting dssued a Credit to rk does not offer g

Card Organization Network rules andired for acceptan

on Rules, you mayd that you includeagreement, imprd dates, are locatrames and the su

ng:

etrievals and Ot

ll refunds submitteion once a Chargesponsible for the cSECURE YOUR

CREDITS THAT DYou must provide

Rules. You are res

r and the Issuer hwill debit your Se

e Cardholder dirework rules and reg

our Chargeback equests. In someorward the requessuer. If you fail to eve the requested

n 8-1/2 x 11-inch prequest for transa

otel folio, car rentaprocessed, a copytutes for Sales DrSales Draft(s) andset your fax mach

mentation receivedresolution on you

ransmitted and heble and complete c” for which there issuer and will be d

mation on the Sale

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12 PPS1016

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13 PPS1016

• Avoid Chargebacks by adhering to the guidelines and procedures outlined in these Operating Procedures. • If you do receive a Chargeback, investigate, and if you dispute the Chargeback, submit the appropriate documentation within the required time frame. • Whenever possible, contact the Cardholder directly to resolve the dispute, unless the dispute relates to a Discover Network Cardholder, in which case

direct contact with the Discover Network Cardholder regarding the dispute is prohibited by Discover Network Card Organization Rules. • If you have any questions, call Customer Service.

10.1.4. Chargeback Reasons. The following section outlines the most common types of Chargebacks. This list is not exhaustive. For ease of understanding, we have combined like Chargebacks into six groupings. We have included recommendations on how to reduce the risk of Chargebacks within each group. These are recommendations only, and do not guarantee that you will be able to prevent Chargebacks. 1. Authorization Issues: Proper Authorization procedures were not followed and valid Authorization was not obtained. The following scenarios could cause an Authorization Related Chargeback to occur:

• Authorization not obtained. • Authorization was declined. • Transaction processed with an expired card and Authorization was not obtained. • Transaction was processed with an invalid account number and Authorization was not obtained. • Card Recovery Bulletin (CRB) or Exception File was not checked (transactions below floor limit).

To reduce your risk of receiving an Authorization Related Chargeback: • Obtain valid Authorization on the day of the transaction.

Card Present Transactions-Authorization must be obtained on the transaction date for the amount settled. Card Not Present Transactions-Authorization must be obtained on the transaction date for the amount settled. However, if

merchandise is being shipped, Authorization must be obtained within seven calendar days of the transaction ship date. • If a declined response is received, then request another form of payment from the Cardholder. • If a Referral response is received, then follow proper voice procedures to obtain a valid Authorization and obtain an imprint of the card. • “Pick-up” response indicates that the Issuer is requesting for the card to be retained and returned back to them. The Card should not be accepted for

payment. Additionally, you can choose to retain the Credit Card and return it to the Acquirer. • Merchants should not exceed any predetermined thresholds for specific terminal types as specified by each Card Organization.

2. Cancellations and Returns: Credit was not processed properly or the Cardholder has cancelled and/or returned items. The following scenarios could cause a Cancellation and Return Related Chargeback to occur:

• Cardholder received damaged or defective merchandise. • Cardholder continued to be billed for cancelled recurring transaction. • Credit transaction was not processed.

To reduce your risk of receiving a Cancellation and Return Related Chargeback: • Issue Credit to the Cardholder for the same account as the purchase in a timely manner.

– Do not issue Credit to the Cardholder in the form of cash, check or in-store/merchandise Credit as we may not be able to recoup your funds in the event the transaction is charged back.

• Ensure customers are fully aware of the conditions for recurring transactions. Cancel recurring billings as soon as notification is received from the Cardholder or as a Chargeback, and Issue the appropriate Credit as needed to the Cardholder in a timely manner.

• Pre-notify the Cardholder of billings within 10 days (Domestic) and 15 (International) prior to billing, allowing the Cardholder time to cancel the transaction. • Provide proper disclosure of your refund policy for returned/cancelled merchandise, or services to the Cardholder at the time of transaction.

– Card present, Cardholder signed the Sales Draft containing disclosure. • If applicable, the words “NO EXCHANGE, NO REFUND,” etc. must be clearly printed in 1/4-inch lettering on the Sales Draft near or above the Cardholder

signature. – Ecommerce, provide disclosure on website on same page as check out requiring Cardholder to click to accept prior to completion. – Card Not Present, provide cancellation policy at the time of the transaction. – Provide cancellation numbers to Cardholder’s when lodging services are cancelled. • Ensure delivery of the merchandise or services ordered

to the Cardholder. 3. Fraud: Transactions that the Cardholder claims are unauthorized; the account number is no longer in use or is fictitious, or the merchant was identified as “high risk.”

• The following scenarios could cause a Fraud Related Chargeback to occur: • Multiple transactions were completed with a single card without the Cardholder’s permission. • Counterfeit card was utilized and proper acceptance

procedures were not followed. • Authorization was obtained; however, full track data was not transmitted. • Cardholder states that they did not authorize or participate in the transaction.

NOTE: Visa Fraud Chargebacks: Chargeback representment rights do not exist if you failed to fulfill a retrieval request and/or provide a sales slip that contains all required data elements. To preserve Chargeback representment rights, respond to all retrieval requests with a clear legible copy of the transaction document that contains all required data elements within the required timeframe that is specified by the retrieval request. To reduce your risk of receiving a Fraud Related Chargeback: Card Present Transactions:

• Obtain an Authorization for all transactions. • If you are utilizing an electronic device to capture card information, swipe all Card transactions through your electronic authorization device to capture

Cardholder information and ensure the displayed Cardholder number matches the number on the Card. • If you are unable to swipe the Card or if a Referral response is received, imprint the Card using a valid imprinting device that will capture the embossed

Card and merchant information. Do not alter the imprint on the draft in any way. Manually entering the information into the terminal does not protect you from this type of Chargeback. All pertinent information relating to the transaction must be written on the manually imprinted draft (transaction date, dollar amount, authorization code and merchandise description) along with the Cardholder signature.

NOTE: Do not imprint on the back of a signed Sales Draft. The imprint must be on the transaction document that contains all transaction elements to prove the Card was present at the time of the transaction.

• Obtain the Cardholder signature for all transactions; ensure the signature on the Sales Draft matches the signature on the back of the Card. • Process all transaction one time and do not Batch out transactions multiple times. • Educate staff on procedures to eliminate point of sale (POS) fraud.

Card Not Present Transactions: • Participation in recommended Fraud Prevention Tools:

– Verified by Visa Program – MasterCard Secure Code – Address Verification Services – CVV2, CVC2 and CID Verification

NOTE: While transactions utilizing these tools may still be disputed, the service may assist you with your decision to accept the Card for the transaction. • Ensure you ship to the AVS confirmed address (bill to and ship to should match).

• Obtain Authorization for all transactions. • Ensure merchant descriptor matches the name of the business and is displayed correctly on the Cardholder statement. • Ensure descriptor includes correct business address and a valid customer service number.

14 PPS1016

• American Express offers fraud mitigation tools for both Card Present and Card Not Present transactions to help verify that a charge is valid. These tools help you mitigate the risk of fraud at the point of sale, but are not a guarantee that a charge is in fact valid or bona fide, or that you will not be subject to a Chargeback. For optimal use of the tools, please visit American Express’ Fraud Prevention Information at: www.americanexpress.com/fraudinfo.

4. Cardholder Disputes: Merchandise or services not received by the Cardholder, Merchandise defective or not as described. The following scenarios could cause a Cardholder Dispute Chargeback to occur:

• Services were not provided or merchandise was not received by the Cardholder. • The Cardholder was charged prior to merchandise being shipped or merchandise was not received by agreed upon delivery date or location. • Cardholder received merchandise that was defective, damaged, or unsuited for the purpose sold, or did not match the description on the transaction

documentation/verbal description presented at the time of purchase. • Cardholder paid with an alternate means and their Card was also billed for the same transaction. • Cardholder cancelled service or merchandise and their Card was billed. • Cardholder billed for a transaction that was not part of the original transaction document.

To reduce your risk of receiving a Cardholder Dispute Related Chargeback: • Provide Services or Merchandise as agreed upon and described to the Cardholder; clearly indicate the expected delivery date on the sales receipt or

invoice. • Contact the Cardholder in writing if the merchandise or service cannot be provided or is delayed, and offer the Cardholder the option to cancel if your

internal policies allow. • In the event that the Cardholder received defective merchandise or the merchandise received was not as described; resolve the issue with the Cardholder

at first contact. • If the merchandise is being picked up by the Cardholder, have them sign for the merchandise after inspection that it was received in good condition. • Do not charge the Cardholder until the merchandise has been shipped, ship according to the agreed upon terms and obtain signed Proof of Delivery from

the Cardholder. • If unable to provide services or merchandise, issue a Credit to Cardholder in a timely manner. • Accept only one form of payment per transaction and ensure the Cardholder is only billed once per transaction. • Do not bill Cardholder for loss, theft or damages unless authorized by the Cardholder.

5. Processing Errors: Error was made when transaction was processed or it was billed incorrectly. The following scenarios could cause a Processing Error Chargeback to occur:

• Transaction was not deposited within the Card Organization specified timeframe. • Cardholder was issue a Credit Draft; however, the transaction was processed as a sale. • Transaction was to be processed in a currency other than the currency used to settle the transaction. • The account number or transaction amount utilized in the transaction was incorrectly entered. • A single transaction was processed more than once to the Cardholder’s account. • Cardholder initially presented Card as payment for the transaction; however Cardholder decided to use an alternate form of payment. • Limited amount or self-service terminal transaction was processed for an amount which is over the pre-determined limit.

To reduce your risk of receiving a Processing Error Related Chargeback: • Process all transactions within the Card Organization specified timeframes. • Ensure all transactions are processed accurately and only one time.

NOTE: In the event that a transaction was processed more than once; immediately issue voids, transaction reversals or Credits. • Ensure that credit transaction receipts are processed as Credits and sale transaction receipts are processed as sales. • Ensure all transactions received a valid Authorization Approval Code prior to processing the transaction and obtain a legible magnetic swipe or imprinted

Sales Draft that is signed. • Do not alter transaction documentation or make any adjustments unless the Cardholder has been contacted and agrees to any modifications of the

transaction amount. • Ensure limited amount, self-service and automated fuel dispenser terminals are set properly to conform to the pre-determined limits.

6. Non Receipt of Information: Failure to Respond to a Retrieval Request or Cardholder Does Not Recognize The following scenarios could cause Non Receipt of Information Chargeback to occur:

• The transaction documentation was not provided to fulfill the retrieval request. • The retrieval request was fulfilled with an illegible Sales Draft or was an invalid fulfillment (incorrect sales draft or sales draft did not contain required

information which may include signature). • The Cardholder does not recognize or is unfamiliar with the transaction due to the merchant name and / or location not matching the name and / or

location where the transaction took place. To reduce your risk of receiving a Non Receipt of Information Related Chargeback:

• Provide a clear and legible copy of the Sales Draft that contains all required data elements within the required timeframe that is specified on the retrieval request.

• Ensure that the most recognizable merchant name, location and/or customer service phone number is provided on all transactions. • Retain copies of all transaction documentation for the required timeframe that is specified by each Card Organization. • Develop efficient methods to retrieve transaction documentation to maximize ability to fulfill requests.

10.2. Other Debits. We may also debit your Settlement Account or your settlement funds in the event we are required to pay Card Organization fees, charges, fines, penalties or other assessments as a consequence of your sales activities. Such debits shall not be subject to any limitations of time specified elsewhere in the Agreement, including, without limitation the following, which we may add to or delete from this list as changes occur in the Card Organization Rules or our Operating Procedures pursuant to Section 15:

• Card Organization fees, charges, fines, penalties, registration fees, or other assessments including any fees levied against us or any amount for which you are obligated to indemnify us.

• Currency conversion was incorrectly calculated. NOTE: For Discover Network transactions, you are not permitted to convert from your local Discover Network approved currency into another currency, nor may you quote the price of a transaction in U.S. Dollars if completed in another approved currency.

• Discount Rate not previously charged. • Reversal of deposit posted to your account in error. • Debit for Summary Adjustment not previously posted. • Reversal of Credit for deposit previously posted. • Debit for Chargeback never posted to your account. • Debit for EDC Batch error fee. • Card Organization Merchant Chargeback/fraud monitoring fees – excessive Chargeback handling fees. • Failure of transaction to meet Member Controller Authorization Service (“MCAS”) – Cardholder account number on exception file. • Original transaction currency (foreign) not provided. • Travel Voucher exceeds maximum value. • Debit and/or fee for investigation and/or Chargeback costs related to this Agreement, or for costs related to our collection activities in an amount no less

than $100.00. • Costs arising from replacement or damage to equipment rented. • Payment of current or past due amounts for any equipment purchase, rental or lease.

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15 PPS1016

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d unless a Charges-Excessive Dispd assessments arnon-compliance fess Right to Moditerminate your ac

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us, our Affiliates anmerican Express iss, including Amen Express Card Any other paymentss Cardholder. Yback has been exputes You may bre for special prodees and assessmeify or Terminate Acceptance of Amer

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on data you collecction data from, nrating Policy (DSOcated on the Mercholders pay you used), the transactio

ransaction data. Ation obtained or gement. We may ds payment procespplication at the tisuch information t

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ou or send you co. You consent andne number(s) youth the foregoing, ymmunications or opurchasing or rececommunications ade. If you have opt

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16 PPS1016

nefits Club (the “P, “Benefits”) fromogram site and swe, or any of our able in any mandvertised, or otheut of (i) the failure to be provided, by

rety by going to om is non-transfera

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m Merchant informext or Facsimile.ommunications or d agree to receivehave provided. If

you understand thother applicable seeiving any producand materials fromted-out, you may s

acknowledge and ess if and when th(i) you will be bouet pricing and oths under this Agreeication. shall not assign toing from American

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our corporate site able without written

ons. Merchants mpguide.

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quired by AmericaAuthorization and can Express data transaction related

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agree that upon whe annual Americaund by American Eher fees payable bement, but this Ag

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or have been provded transaction darequirement, in ad

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17 PPS1016

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th each Card tranSection 4 above.ns will be deemeddures may becomgovern. You are ization Rules. Camericanexpress.c

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18 PPS1016

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holder directly wite of a Card for an

or rented or othechandise or servicbmitting that Car

ate that such Cardholder’s obligatio

s agreed to partia

ts or services sol

o any Person;

ccount or any Car

rant or pledge an

D, MADE TO YOUABILITY, FITNESO THE SERVICESARTY. EES, AGENTS ORR LOST PROFITSNTIAL DAMAGESORESEEABLE ORES AND AGREEST SHALL NOT B

7.2 or 21.5), OURE WHATSOEVER

M OF ACTION ORT FOR SERVICES

), OUR LIABILITYNS 17.4 AND 17.6T WE FUND TH

es of ck al a, d, a,

rd e h at y o

er n m

n

s

e

h y

er e

rd

rd n

al

d

rd

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U S S

R S, S, R S E

R R R S

Y 6, E

TRANSLESS 21.6. NYOU ICARDINC., W

22.1. Uany CapurpostransaunreadValidatexcept22.2. Ypersonasset umust b22.3. Yincludistrategprocesadvantobject to any agentsprior to22.3.1confidesafeguinformposses22.3.2to the confidein Clieof the confide22.3.3Exceptours. 22.3.4to us, aredres22.4. Wlaw; prextern22.5. Y22.6. Alayoutsemploybe and22.7. Callegat

23.1. Avoting all liabpurpos23.2. Tagreemcustodmake aassignimmedindemnAgreem23.3. WperformrequireexpresSubjechereun

22. Co

23. As

SACTION AT THONE PERCENT (NOTWITHSTANDN ANY WAY WIT SERVICES, AND

WRIGHT EXPRES

Unless you obtainardholder informases of authorizinctions, other thandable prior to disction Codes after at upon our specificYou acknowledgenal information anupon a bankruptc

be returned to SerYou will treat this ng without limitati

gies of Servicers oss, procedure, fortage over its comcode, flow chartsthird parties, prov

s and representato its disclosure or . Our confidentiaential information uard all of our conation or material.ssion or control. . The obligations date of the Agreeence of Client to tnt’s possession ppossibility of discential information.. Except as specift as specifically p

. Client acknowleand money damas any breach.

With respect to anrovided, that we mal) and regulatorsYou shall not assigAll rights, title, ans, processing techyed by us in connd remain, as amonClient agrees thattion of fraud, susp

Any transfer or ascontrol of you or

bilities, Chargebacses of this SectionThe payment Servment that would rdy or control of anan assignment (o

nment unless accdiately, or (c) charnify and hold us hment. Without notice to med with respect ed of Bank for Visssly required by apct to Card Organnder, in whole or

onfidentiality

ssignments

E RATE OF THE (1%).

DING ANYTHING TH RESPECT TOD TRANSACTIONSS CORPORATIO

n consents from ution obtained in cg, completing an pursuant to a co

carding, all recorda transaction has c request.

e that you will not d other Card tran

cy, insolvency or frvicers or acceptaAgreement, the C

ion, (i) informationor Bank, their respmula, or improvem

mpetitors; and (iii)s, databases, invevided, however, thives, which Perso(c) generally avai

al information shain confidence an

nfidential informat Upon request by

of confidentiality aement or subsequthe third party andprior to receipt fromlosure; or (v) is su. fically provided forovided for herein

dges that breach ages would be ina

ny information recemay disclose suchs, (iii) as required ogn to any Person,d interest in and hniques, procedurnection with the Seng the Parties, out we may obtain r

pected fraud or oth

ssignment of this your parent shall

cks, expenses, con 23, any transfer vices provided byequire, in any circ

ny Person. You mr provide a securi

companied by anrge for any transfeharmless from all l

you or your conto Visa and Mast

sa and MasterCapplicable Card Ornization Rules, win part, to any Pe

FEDERAL FUND

IN THIS AGREEAMERICAN EXP

NS INVOLVING CON AND WRIGHT

us and each applionnection with a Cnd settling Card urt or governmen

ds containing Cardbeen authorized.

obtain ownershipsaction informatiofailure of Client’s ble proof of the deCard Organizationn about the producpective Affiliates ament that is comm) all confidential ontions, know-howhat these restrictioon was not subjecilable to the publicall be used by yd not disclose thetion using a reasoy us or upon term

and restrictions onuently came into td which third partym us; (iv) is requiubsequently and i

r herein, this Sectn, no license is he

of the restrictionsdequate to compe

eived by us from C information (i) to or permitted by la, the rights to use to all intellectual res, algorithms, aervices and any ur exclusive properrelevant informatiher actual or alleg

Agreement by yobe considered ansts, fees and fineof voting control s

y us require accescumstance or eve

may not assign anyty interest) of rece

n Authorization toers that we are caiabilities and expe

sent, another VisterCard transactiord transactions, inrganization Rules.

we may assign orerson, whether in

1

DS AS SET BY TH

EMENT TO THE PRESS CARD, PICARDS FROM OTT EXPRESS FINA

21

icable Card OrgaCard transaction (transactions andtal agency requesdholder account nIf you store any e

p rights in any infoon, including any dbusiness. Upon aestruction of all Can Rules and any icts, services, ope

and the customersmercially valuableor proprietary con

w, show-how and tons do not apply tct to a duty of coc other than throuou only to exerce confidential infoonable degree of mination of this A

n use in this Sectthe public domainy, to Client’s knowred to be disclosendependently dev

tion does not confereby granted to C

s on use or disclosensate for that ha

Client via its use othird parties as ww, regulation or cthe Marks of Servproperty related tnd methods), own

updates, changes,rty of us. on from any appl

ged wrongful act b

ou, without our prin assignment or trs arising from sucshall be consideress to a single banent, the transfer oy rights, includingeivables covered o both initiate dealled upon to makenses incurred in

sa and MasterCarons. Upon substitncluding without l

r transfer this Agconnection with a

19 PPS1016

HE FEDERAL RE

CONTRARY, BAN DEBIT CARD,

THER NON-BANKANCIAL SERVICE

1. Confidentia

nization, Issuer a(including the namd resolving any st, subpoena or onumbers and Car

electronically captu

ormation relating databases containa bankruptcy, insoard transaction infnformation suppli

erations, procedurs, clients and suppe and secret in thencepts, documenttrade secrets, wheo information: (a) nfidentiality, (b) righ any disclosure

cise your rights armation to any thcare, but not less

Agreement, Client

ion shall not applyn through no fault wledge, was not uned by law, regulatveloped by Client’

fer any right, licenClient under any p

sure of any our corm. We shall be e

of the Services, wwe deem appropria

ourt order (iv) to ovicers, our agentsto the Services (inned, developed or alterations, or mo

licable telecommuby Client in connec

22. Assig

ior written consenransfer of this Agrch transferee’s or ed an assignment k account in whic

of any payments og the right of paym

by this Agreemenebits or credits toke manually to fulconnection with a

rd member may bution, such other imitation, full resp

greement and oua change in spons

ESERVE BANK O

ANK IS NOT RESAND ELECTRON

K CARD ORGANIES CORPORATIO

ality

and Cardholder, ymes, addresses aChargebacks, Re

order. You shall usrd imprints. You mured signature of

to and derived froning such informaolvency or failure formation must beied or otherwise mres, customers, supliers of any of thee sense that its cotation, reports, daether or not paten rightfully obtainedightfully and inde

e by or fault of youand to perform yhird party, except s than that degreet shall return to u

y to any confidentof Client; (ii) was

nder an obligationtion or court order’s employees, con

nse, interest or titlepatent, trademark

onfidential informaentitled to equitab

we will keep such iate to provide the our respective Affs or the Card Organcluding without lr licensed by us podifications to or

unications providection with the Ser

gnments

nt, by operation oreement. Furthermr assignee’s Subm

or transfer of thisch we may initiateor proceeds from ment under this Ant, then we may, ao the bank accolfill such an assig

any assignment of

be substituted foVisa and Master

ponsibility for its C

r rights and oblisorship, as set fo

OF NEW YORK, N

SPONSIBLE, ANDNIC BENEFITS TZATIONS, SUCH

ON.

you must not use, and Card account etrieval Requestsse proper controlsmay not retain or a Cardholder, you

om Card transactation, may not be of Client’s businee provided to Servmade accessible uppliers, sales, prem; (ii) any scientonfidentiality afforata, specificationsntable or copyrighd on a non-confidpendently known

u, your agents or ryour obligations has may be agreee of care used by

us or destroy all o

tial information thas received from an to keep the inforr after giving us ansultants or agent

e in, to or under ok, copyright, trade

ation would resultble relief, in additio

information confidServices, (ii) our

filiates as we deemanizations. imitation, the con

prior to, during thederivative works f

er utilized by Cliervices.

f law or otherwisemore, you shall in

mission of Card tras Agreement. e both credits and

Card transactionAgreement, to any at our option, elec

ount of the assiggnment at the ratef your rights, inclu

r Bank under whrCard member shCard program and

gations hereunderth in the precedi

NEW YORK, FRO

D SHALL HAVE NTRANSFER TRANH AS VOYAGER F

disclose, store, snumbers of Cards or similar issus for and limit accstore Magnetic S

u may not reprodu

tions. Cardholder sold or disclosed

ess, all Card transvicers. by us or our agenicing, business pltific or technical inrds Servicers or Bs, computer softwtable and will not

dential basis from by you on a non

representatives. hereunder. Client ed upon in writing y it in safe- guardof our confidentia

at: (i) was in the p third party free o

rmation confidentiaas much advance ts without use of o

our confidential inf secret or other p

t in immediate anon to all other ava

dential in accordanauditors and atto

m appropriate.

ntent of any matere term of, or after from such intellec

ent, as necessary

e, is voidable by undemnify and holdansactions to us f

d debits. You mays covered by thisother person. In

ct to (a) refuse to nee, (b) terminat

e of $100 per tranuding our right to p

ose sponsorship all be responsibled such other oblig

er and/or may deng paragraph, or

M TIME TO TIME

NO LIABILITY, TONSACTIONS, GIFFLEET SYSTEMS

sell or disseminatholders) except foes involving Car

cess to, and rendeStripe data or Caruce such signatur

account numbers to a Person as asaction informatio

nts as confidentiaans and marketin

nformation, designBank a competitivware, source code

disclose the sama Person and you

n-confidential basi

shall receive ouby us. Client sha

ding its own similaal information in it

public domain prioof any obligation oal; (iii) was alreadnotice as practicaor reference to ou

formation to Clienproprietary rights o

d irreparable harmailable remedies, t

nce with applicablrneys (internal an

rials, web screensthe Agreement, o

ctual property, sha

to investigate an

us. Any transfer od us harmless fromfor processing. Fo

y not enter into ans Agreement to ththe event that yoacknowledge sucte this Agreemen

nsfer. You agree tpayment under thi

this Agreement ie for all obligationgations as may b

elegate our dutieotherwise, withou

E,

O T

S,

e or rd er rd re

s, n n

al, g

n, e

e, e

ur s

ur all ar ts

or of y

al ur

t. of

m o

e d

s, or all

y

of m or

y e u h nt o s

s s e

es ut

notice 23.4. Eshall inin banassign

24.1. T24.2. Tor you 24.3. Nreasonof Defapursuaeffectivsuch fe24.4. If24.4.124.4.224.4.324.4.4Organexposu24.4.524.4.6limitati24.4.7respec24.4.824.4.9arrangsuch latrusteeauthor24.4.1consol24.4.1necessof the specifihereunEvent be due24.5. Nwhich obligatfinally 24.6. Iremed24.7. Ior simthat asset-off 24.8. TAgreemprincipoccurrharmle24.9. Aadjustmthis Ag

As a chereunother con termto us aorder tmay rewhen:(thereonotice additioapplicaadditio

24. Te

25.

to you or your coExcept as set fortnure to the benefikruptcy, debtor in

n this Agreement.

This Agreement shThe initial term of terminate this Ag

Notwithstanding thn by providing 30 ault as provided ant to Section 17.ve date of such nee changes shall f any of the follow. A material adver. Any assignment. A sale of all or a. irregular Card saization, or any oture for your Charg. Any of your repr. You default in aon, the establishm. You default in a

ctive Affiliates; or . You default in th. You file a petitio

gement for adjustmaws; apply for or e or liquidator of yrizing any of the fo0. Your indepenlidated subsidiarie1. A violation by ysary to comply witTreasury or youed in subsection

nder shall be immof Default, this Ag

e and payable on Neither the expiraby their terms ar

tions by you to paand irrevocably pIf any Event of Deies under applican the event you fiilar laws, and yous long as you utilizf of the pre-existinThe Card Organizment is terminate

pals to the Card Oence of an Event

ess from and agaiAfter termination ments resulting frgreement.

condition for our pnder, which additicollateral providedms acceptable to and provided all ato perfect in us a equire that all or a(i) this Agreemenf, or (ii) there shaand/or the passa

onal collateral secable, but we haveonal collateral sec

erm; Events of D

Reserve Accou

nsent. th elsewhere in tht of the parties ann possession, or

hall become effecthis Agreement s

greement upon wrhe above or any days’ advance nounder Section 245, you may termi

new fees or increabe deemed your a

wing events shall orse change in you or transfer of vot

a substantial portioales by you, exceher Person, or angebacks or otherwresentations, warrany material respement or maintenanany material resp

he payment when on or have a petitment of debts; coconsent to, or fail

you or of a substaoregoing; or dent certified acc

es; or you of any applicath any law includir breach, as detes 24.4.4, 24.4.9

mediately due andgreement may bedemand.

ation nor terminatre intended to suay or reimburse usaid in full and settefault occurs, regble law, and this Ale for protection u

u continue to use oze the accounts yg obligations. In t

zations often mained for cause, you Organizations fort of Default or for nst any and all claof this Agreeme

rom Card transact

providing Card Proional collateral sed for in Section 25us by a letter of c

agreements (includcontinuing first p

any part of the adt, or the provision

all have occurred aage of time wouldcurity of a kind, ae determined that curity of a kind, a

Default

nt; Security Inte

his Section and asnd their respectiveother person cha

ctive upon the dateshall commence aitten notice to the other provisions o

otice to you. Eithe4.4 of this Agreemnate this Agreemases. However, macceptance of sucoccur (each an “Evur business, financing control of you on of your assets; ssive Chargebackn actual or suspewise present a finaanties or covenan

ect in the performance of funds in a Rpect in the perform

due, of any matertion filed by anothnsent to or fail tol to contest in a tintial part of your

countants shall r

able law or Card Ong without limitatiermined by Servicor 24.4.11, we m

d payable in full we terminated by us

tion of this Agreeurvive or be perpes for any obligatiotled.

gardless of whethAgreement includiunder the U.S. banour Services, it is you established phat event, you wilntain lists of mercacknowledge tha

r inclusion on sucany reason spec

aims which you ment for any reasotions processed p

ogram Services, wecurity shall be of5.4.1 hereof. Succredit issuing bankding agreements riority security int

dditional collateraln of Services herean event which end entitle us to terand in amounts, sadditional collater

and in amounts sa

erest

2

s provided in the fe permitted succearged with taking

e this Agreement and shall continue

other, or as otherof this Agreementr Processor, Bank

ment. In the eventent without furthe

maintaining your mch fee changes fovent of Default”):cial condition, or bor your parent; oror

ks, noncompliancected data securitancial or security rnts in this Agreemance or observanReserve Account,mance or observa

rial indebtedness her party under tho contest in a timemely and approprproperty; or make

refuse to deliver

Organization Rule on the rules and rcers, of Section 3may consider thiswithout demand ors giving not less t

ment shall terminetual or irrevocab

ons associated wit

er such Event of ing, without limitatnkruptcy code or ayour responsibilitrior to such filing,l be responsible fo

chants who have hat we may be requch list(s). You expcified as cause bymay have as a resuon whatsoever, yopursuant to this A

we may request, if a kind, and in amch additional collatk acceptable to usof third parties) inerest therein on t take the form of eunder, shall haventitles us to termirminate this Agreesatisfactory to usral security is requatisfactory to us a

20 PPS1016

following sentencssors and assignscustody of a par

is approved by oue in force for threerwise authorized bt, either Processok or we may termit we provide notic

er cause or penaltmerchant account,or the Services, th

business prospectr

e with any applicaty breach, or any risk to us; or ent are breached

nce of any term, c as detailed in Seance of any term

for borrowed monhe U.S. bankruptcely and appropriariate manner, the e a general assign

an unqualified o

or our reasonableregulations promu34.2 (“Compliancs Agreement to br other notice of athan 10 days’ noti

nate the obligationble. Such provisioth transactions yo

Default has beention, exercising ouany other laws relty to open new ac we will not be abor submitting an ahad their merchanuired to report yopressly agree an

y Visa, MasterCarult of such reportinou shall continue

Agreement and all

in our sole discremounts, satisfactoteral security mays, or (B) the pledgn form and substaterms acceptable a Reserve Accoue terminated for anate this Agreemement or the pro

s as set forth abouired, have requeas set forth abov

ce, this Agreemens. No assignee forty’s assets or bu

ur Credit Departme years after it becby this Agreemenor, Bank or we mainate this Agreemce to you of any ty by notifying us, or your continueroughout the term

ts; or

able data securityother circumstan

in any respect; ocondition or agreeection 25; or m, covenant or co

ney; or cy code or any othate manner any pe

appointment of, onment for the ben

opinion with resp

e belief that terminulgated by the Offce with Laws”),thebe terminated imany kind, all of whice to you, and up

ns and rights of tons shall survive ou have submitted

n cured, we may,ur rights under Selating to bankruptcccounts to distinguble to systematicaaccounting suppont agreements or ur business named consent to suc

rd or Discover Neng. e to bear total rel other amounts th

tion, that you proory to us in our sy include, for examge to us of a certifance satisfactory t

to us, are entereunt, established aany reason or anent or the provisio

ovision of Serviceove in this Sectioested that you provve in this Section.

nt shall be bindingor the benefit of crusiness, shall hav

ment. comes effective. Tt. ay terminate this

ment immediately onew fees or incre

s that you are termed use of the Ser

m of this Agreeme

y standards, as dences which, in ou

or ement contained in

ondition contained

her laws relating etition filed againsor the taking of po

nefit of creditors; o

pect to your ann

nation of this Agrefice of Foreign Assen, upon the occmediately, withouhich are expresslpon such notice a

he parties pursuathe expiration or

d to us will survive

in our sole discrection 24 and Seccy, insolvency, asuish pre and post ally segregate yourting any adjustm

r Card Acceptancee and the names ch reporting if youetwork. Furthermo

esponsibility for ahen due or which

ovide additional cosole discretion, anmple, (A) a letter oficate of deposit oto us and all filing

ed into, made andas hereinafter set y party hereto shon of Services hes hereunder, and

on, or (iii) neither vide same, and y. Any Reserve A

g upon successorreditors, custodian

ve any right to co

Thereafter, it sha

Agreement at anor with shorter noteases in existing minating this Agrervices after the effnt.

etermined by Servur sole discretion,

n this Agreement

d in any agreeme

to bankruptcy, insst you in an involossession by, a reor take any action

nual financial stat

eement or suspensets Control of the

currence of (1) anut notice, and all y waived by you,

all amounts payab

ant to provisions or termination of the termination of th

retion, exercise action 25. ssignment for the

filing obligations.ur post-filing transents that you maye rights terminateand other inform

u are terminated ore, you agree to

all Chargebacks, h thereafter may b

ollateral security fond which shall beof credit, if issued

owned by you in ags and/or other acd/or taken as the forth in this Secti

hall have given noereunder or whichd you have not p

(i) nor (ii) aboveou have failed to

Account that is es

rs and assigns ann, receiver, truste

ontinue, assume o

ll continue until w

y time and for antice upon an Evenfees for Services

eement prior to thfective date of an

vicers, or any Carmay increase ou

, including, withou

ent with any of ou

solvency or similaluntary case undeeceiver, custodian for the purpose o

tements and you

nsion of Services ie U.S. Departmenn Event of Defau

amounts payabl and (2) any othe

ble hereunder sha

of this Agreemenhis Agreement. Ahis Agreement unt

ll of our rights an

benefit of creditor You acknowledg

sactions or preveny claim. ed for cause. If thimation regarding it

as a result of thwaive and hold u

fees, Credits anbecome due unde

or your obligation in addition to an

d in an amount anamount satisfactorctions necessary icase may be. Wion 25, at any timotice of terminatioh, with the giving orovided alternativ

e in this Section iprovide alternativ

stablished shall b

d e

or

e

y nt s, e y

rd ur

ut

ur

ar er n, of

ur

s nt lt e

er all

t, All til

d

rs e nt

s ts e s

d er

s y d ry n e e n

of e s e e

subjecWhene 25.1. YAccoutime todiscret25.2. Tnotice accounsame Agreemfor theChargeinvolveour soAccou25.3. Ifunds i25.4.1relatedpreferecause)contemamounwith anrights, being hrespeccheck instrumin this AS ANFROM 25.4.2approvbe maAgreem(such Settlem25.4.3any seFunds ControSet OfAccou25.4.4interesCertificinstitutestabli25.5. YAccou

26.1. Ufinanciprincipprovisito youaccessAffiliaterecordby us o26.2. Yyour to

26. F

ct to the terms anever we require th

You expressly aunt shall be set by o time. In additiontion, may becomeThe Reserve Accoto you. Such Re

nts held by Bank are authorized sment by any party

e greater of ten (1ebacks in accordement by an indeple discretion, pursnt shall not accruef your funds in thin the Reserve Ac. To secure your

d services (includential, set aside o), you grant to usmplated by this Agnts now or hereaftny other funds of we are hereby au

hereby expressly ctive Affiliates undservices), whethe

ments and documAgreement. NOTW

N ATTORNEY ESCGRANTING ANY . To the extent fved by Bank, and intained at Bank, ment”) among youinvestment accoument Account Ban. For sake of clar

ettlement monies will be held in a c

ol Account, separaff Funds from thent will be under th. If in replacemen

st in and to one ocate of Deposit ation that has estaish and issue the You acknowledgent pursuant to this

Upon request, yoial statements with

ples. You will alsions of this Agree in connection ws and use informaes, or our represes for the purposeor our Affiliates foYou will provide uotal assets not late

Financial and Ot

nd conditions set hat additional colla

thorize us to estaus, in our sole an

n to, or in lieu of ee due pursuant to ount may require serve Account mor any of its Affiliaigners on such ay, an immediate R0) months after teance with Card Opendent escrow asuant to this Sectie interest. Notwithe Reserve Accou

ccount have been obligations to us

ding any obligatioor required to be rs a first priority liegreement now or ter in our possessother customers

uthorized by you waived), to set of

der this Agreemener such obligationsents as we may reWITHSTANDING TCROW, RETAINERSECURITY INTER

funds are held inshall be subject toan account contr

u, the institution aunt hereinafter refnk shall be a natioification and notwor amounts othercommingled Reseate Reserve Accoeir commingled Rhe sole control of Bnt of or in addition or more certificateand Control Agreeblished and issuecertificate of depo

e and agree that ws Agreement and

u will provide us hin 90 days after to provide such oment as we may ith our determinaation which you hentatives or regul of performing anr such inspection,

us with written noter than three (3) d

ther Information

forth below in thisateral security take

ablish a Reserve And unfettered discestablishing any Rthis Agreement. immediate fundinay be funded by ates, at any financaccount; or (ii) divReserve Account mermination of thisOrganization Ruleagent, and you wion 25. Unless spe

hstanding the forent are not sufficiereleased, you ag

s and our respectons for which parepaid to a trusteen and security inhereafter in our p

sion may be commof ours. In additioat any time and fff, recoup and to ant and any other s are liquidated, ueasonably requesTHE FOREGOING,R OR SIMILAR ACREST. a separate Reso (i) Servicers’ serol agreement (asat which the Reseferred to as the “Conal bank which iswithstanding anythrwise due you purerve Account(s) oount maintained ateserve Account(sBank, and any anto the first priority

es of deposit, the ement (the “Certifed the certificate oosit shall be satisfwe will have no liathis Section 25.

and our Affiliatesthe end of each fiother financial stareasonably reque

ation whether to aave provided to Blators (as well as y inspection and/, including, but notice of any judgmedays after you bec

n

2

s Section 25 ande the form of a Re

Account pursuantcretion, based upoReserve Account,

ng in instances of all or any combincial institution maversion withholdinmay be establishe

Agreement or foes. Your funds will not have accesecifically agreed i

egoing, we shall beent to cover the Cree to promptly pative Affiliates undeayments on accoe, receiver or any

nterest in and to (possession, whethmingled with otheon to any rights nrom time to time, appropriate and toagreement with u

unliquidated, fixedst to perfect and c, NOTHING HERE

CCOUNT, HELD IN

erve Account, theecurity interest purs defined by the arve Account is he

Control Account”).s mutually acceptaing in the Agreemrsuant to the term

of Servicers maintt Bank, or into anys) to the Control Ad all Reserve Accy lien and securitycertificates of dep

ficate of Deposit of deposit. The foactory and acceptability under any l

s, quarterly financscal year. Such fiatements and ot

est. You authorizeaccept this AgreeBank for any othe

those of the Caror copying of boo

ot limited to, costs ent, writ, warrant come aware of sa

21 PPS1016

any other terms eserve Account, th

t to the terms andon your processing we may debit yo

fraud or suspectenation of the followintained in the nang set-off of any ed without notice inr such longer perill be held in an as to the funds in an writing by us ore entitled to accru

Chargebacks, adjuay us such sums uer this Agreemen

ount of such obliy other party unde(i) the Reserve Aher now or herear funds of ours, o

now or hereafter gwithout notice or

o apply any and aus our respective d, contingent, matuconfirm the lien, seIN SHALL BE CON

N TRUST FOR TH

e Reserve Accoursuant to this subspplicable sections

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s. soever as a resul

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ny such funds heldd other charges a

agreement for thesequently invaliday act, state or fedny of your funds come due to you any funds held puplicable law and nor to any other Peainst and on accou

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on 25. The amounoss to us as we m

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either we nor WEXment. If WEX exed by WEX. You uutely no liability wistand that WEX wf you elect to pau shall provide, aenance of the equauthorization requer; and the amou. All manual WEX

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for and agree to, covenant or agresconduct, in conneices; (d) we or pang out of any thi

emnify and hold yt or any misrepregreement; provideions and Other S-Bank Card Orga

ransactions are prX Card types. Thepplicable, except t

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o indemnify and heement or any miection with Card trarties acting on ouird party indemnif

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ree to be bound br and subject to D

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WEX is solely respsuch agreements

nal fees for the seWEX Full Service

ense, all equipmmunication link, anX Card sales mustion, date and tim sales facilitated st Data; for processing wh

uponthereceiptofa

for processing unre the WEX Card pt for a WEX Caidentification num

gn a receipt when able efforts to prot and services pur

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tained within a sen 90 days; upon reasonabledata when reasonsole remedies witWEX knows of aes.

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mnity obligation shg JCB Card, PIN as Voyager Fleet

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d (ii) you agree toreceive from Proc

re information fromon.

by all JCB and/or Discover Network C

ree to be bound bger. ment (WEX Non Foever to you with rment and you acceponsible for all ags or WEX transactrvices that it proviProgram, the fo

ment necessary tod provision of all st include WEX C

me of the transactby a card imprinte

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ncluding the Autho

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from and againstby you under this herwise arising froenforcing our righobligated to mak

losses, liabilities,ment or arising ouhall not apply to BDebit Card, and ESystems, Inc., W

27. SReg

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o pay Processor acessor. For the pum your Applicatio

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Cardholder accoution, quantity of ger) must include a

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e been delivered alid or expired or

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le WEX Card saleade with another orization Request

thin forty-five (45)

related to the WEo do so. WEX Full Acquirinto the WEX Card

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able POS device,

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t all losses, liabiliAgreement; (b) a

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ke as a result of

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Special Provisarding Non-B

nclude transactionher matters contenflict with anotherment insofar as it any per item proceurposes of this se

on with American

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am), you understassing WEX Cards you understand th

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nd conditions shctronic acceptancces; nt number, vehicgoods sold, unit pan Authorization n

at the time of the Wand not accept a W

or services perforthere is reasonab

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ng services shall ds and fails to pro

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n

ties, damages anarising out of your

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sions ank Cards

ns made using Dismplated under th

r provision of this Arelates to Non-Baessing, authorizat

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hat WEX transactactions and that whe funding and se

hall apply: ce of the WEX C

cle number, Card price, and producnumber or other a

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of such report. Pro

nd

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res, you shall estacredited to a Voysale. cedures, the follow

g

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ts or permit a WE

and produce such

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for the WEX Full Auch fraud or WEX

ating Procedures,

ablish a fair policyyager Cardholder’

wing information

resulting from anes’ or your agents

ders; (c) arising ouunts due under thication of any Car

h of any warrantyillful misconduct isactions, Americansactions involvinFinancial Service

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hich case the terms, and Bank is no

es described in thus” refer only to thwork on its behalf

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decline message i

nterfeit or stolen;aw, which shall no

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Imprinter if requnumber). If an increase inmonth as compincreased calls,In addition to thby the fourth baday by you, redshall be requireFor daily transmparagraph for aare responsibleIn addition to thVoyager transacor the AgreemeIn addition to thDamages) of thcause whatsoevmonths prior to Notwithstandingwithout penalty at least twenty written notice, if

pecial provisions ions do not apply mplated under thiser provision of thisPIN Debit Card AN Debit Card to d

ack of the Card. Ing general requireYou must honor aYou must treat traYou may not estaYou may not reqis not required foYou shall not dissettlement or erroYou may not proc

Transaction ProcAll PIN Debit Cartransactions. You may not comrequest another frisk that the transbeen declined. You may not comCardholder. You The PIN Debit neDebit network at utilized to route ynetwork routing enot contact Procnetwork availableavailable to you bYou must issue aYou may not maunreadable, you Any applicable taYOU ARE RESOTHERS FROMTRANSACTIONS

Cash Back Fromum and maximumoffering cash backSettlement. Withi

Adjustments. Annsible for all applnts for adjustment

pecial Provision

uired, the identific

n the number of Vpared to the previ from your settlem

he information proanking day after wduced by the amod to reimburse yo

mission of sales da period of not les

for the expense oe scenario identifctions, Chargebac

ent, you shall remahe information prhe General Termsver in connection the action giving

g anything in this Ato us or the relate(20) days prior wf a Card Organiza

outlined in this Sto Non-PIN Debit

s Section 29 are ss Agreement, in wAcceptance. Mosetermine if the Caf the PIN Debit Cements for all parall valid PIN Debitansactions by Caablish a minimum uire additional infr PIN Debit Card

sclose transactionor resolution. cess a Credit Carcessing. The follord transactions mu

mplete a PIN Debform of payment fsaction fails to au

mplete a PIN Debcannot accept the

etwork used to prothe time of the tr

your transaction menabled on a PIN essor to arrange e to us for a givebased on a varietya receipt to the Caanually enter the must request ano

ax must be includePONSIBLE TO S

M SUBMITTING S.

m Purchase. Youm amount of cashk. in one Business D

n adjustment is aicable adjustments.

ns for PIN Debit

For all cacation number fro

Voyager transactioous month occur

ment of your Voyaovided under Sectwe process the apunt of Chargebac

ou for sales submidata, you shall mas than thirty-six (3of retaining sales ied in Section 10.cks shall be madeain liable for all ourovided under Ses, in no event shawith Voyager tranarise to the claimAgreement to theed Card Organiza

written notice by uation discontinues

Section 29 apply ot Card transactionsubject to the res

which case the termt, but not all, ATM

ard participates in Card is valid and ticipating PIN Debt Cards when presrdholders from allor maximum tran

formation, besidestransactions. related informati

d transaction in oowing general requust be authorized

bit Card transactifrom the Cardholdthorize or otherwi

bit Card transactioe PIN from the Caocess your transaransaction and wh

may or may not beDebit Card. To afor your PIN Deb

en transaction (iny of factors includardholder upon suaccount number.

other form of paymed in the total tranSECURE YOUR CREDITS AND

u have the option h back that you w

Day of the origina

a transaction that fees that may b

t Cards

2

shier-assisted Saom the source cre

on authorization crs, we may, in ouager transactions.tion 7 (Settlementpplicable card trancks, tax exemptiontted more than sixaintain true and c36) months from tdata records and 1.4 of this Progra

e in accordance wutstanding Chargection 21 (Represall our cumulativensactions exceed.

e contrary, our obltion upon the earl

us to you; (iii) youits Card.

only to those PINns which do not int of this Agreeme

ms of this SectionM Cards (Debit Ca

a PIN Debit netwissued by a finan

bit networks, in adsented that bear a Issuers in the sasaction amount fo

s the PIN, for the

on to any party o

rder to provide a ruirements apply to and processed e

on that has not bder or process theise declines. The

on without entry oardholder verbally action will dependhether a particulae the lowest cost narrange for your Pbit network routingcluding a PIN Deing availability, fea

uccessful completi. The account nu

ment from the Cardnsaction amount fo

TERMINALS ANVOIDS THAT D

of offering cash will allow. If you a

l transaction, you

t is initiated to cbe charged by a

23 PPS1016

les Drafts and Creedentials provided

calls from you notr discretion, dedu

t) of the Operatingnsactions. We shns, discounts, crexty (60) days fromcomplete records the date of the geSales Drafts. m Guide that cou

with any other Voyebacks on Voyageentations; Warrane liability to you fo the lesser of $10

igation to providelier of (i) the termi

ur failure to compl

28. Spe

N Debit Card trannvolve entry of a Pent, as applicable, 29 will control.

ards) can be accepwork that you are ancial institution Isddition to the specauthorized PIN Deme manner. or PIN Debit Cardcompletion of the

other than your ag

refund on a PIN Do all PIN Debit Ca

electronically. The

been authorized. e transaction as aCardholder shoul

of the PIN by theor in written form upon, among othr PIN Debit Card network available.PIN Debit networkg preferences to ebit network affiliaatures, functionalon of a transactio

umber must be redholder. or which AuthorizaND TO INSTITUT

DO NOT REFLEC

back to your cusare not now offeri

must balance ea

correct a PIN DePIN Debit Card

edit Drafts procesd by Cardholder

t due to our or Vouct telephone cha

g Procedures, seall reimburse you

edits, and the feesm the date of purch

in connection witeneration of the da

ld cause an authoyager rules. Notwier transactions. nties; Covenants;for losses, claims0,000.00 or the Vo

e services to you rination or expiratioly with material te

cial Provision

nsactions that arePIN. The Services, except to the ex

pted at the point oauthorized to accessuer participatingcific requirements ebit network Mark

d acceptance. e transaction unles

gent, a PIN Debit

Debit Card transacard transactions:ere is no Voice Au

If you cannot obta Store and Forwld be instructed to

e Cardholder. Them. her things, our owis enabled for a

. Federal regulatiok routing preferenbe used, then weated with Processity and our own b

on and effect PANead electronically

ation is requestedTE APPROPRIACT BONA FIDE

stomers when theng this service, y

ach location to ou

bit Card transactnetwork. Some P

ssed manually usito valid Cardhold

oyager system ouarges, not to exce

ettlement of Voyagu for the dollar ams set forth in the Ahase. th the informationata. You may stor

orization related Cthstanding termin

; Limitations of L, suits, controversoyager transactio

relating to any Fleon of our agreemeerms relating to s

ns for PIN Deb

e processed by a s provided, transaxtent the terms of

of sale at participaept. PIN Debit netg in a PIN Debit of that PIN Debit

ks.

ss the circumstan

t network, or Issu

ction.

uthorization or Imp

tain an Authorizatward or Resubmisso contact the Issu

e PIN must be en

wn business consiparticular PIN Deons afford you theces (if any) to be

e may, in our solesor) and (ii) add usiness considera

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d. Tax may not beATE CONTROLS E RETURNS OR

ey make a PIN Deyour terminal may

r system for each

tion that has beePIN Debit networ

ng a card der’s identity (e.g

utages in excess oeed $.25 (25 cent

ger transactions wmount of sales subApplication. Neithe

n required to be pre records on elec

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iability; Exclusionsies, breaches orn fees paid by yo

eet Card will terment with such Car

such Fleet Card tr

bit Card

Cardholder enteactions processed

this Section 29 d

ating locations. Extwork Mark(s) arenetwork, you musnetwork:

nces appear susp

er and then only

printer procedure

tion at the time osion, in which casuer to find out why

ntered into the PI

derations, the avaebit network. The e right to make usused, contact Pro

e discretion (i) utiand/or remove Pations.

etic Stripe. If the

e collected separaTO PREVENT

R REIMBURSEME

ebit Card purchasy require addition

h Business Day th

en processed in rks may have est

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of 15% for a givets) per call, for th

will generally occubmitted for a giveer we nor Voyage

provided under thictronic media. Yo

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n of Consequentiar damages for an

ou to us for the tw

inate automaticallrd Organization, (iransactions, or (iv

ering a PIN. Thes and other matter

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pecial Provision

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your POS Terminogram (“SNAP”) aAP and WIC Bene

EBT Benefits. Yoipment that meet sistent with your ns (i) all procedureers; (ii) the Quest

ment Service of the and procedures tion, laws pertain73, Americans wi

gulations issued bds, forgotten PINss of the state or oof 1964. enefits to EBT cusation by an EBT cus approved and vace. You are solely

will not resubmit anprovide a receipt fo

EBT Card for anyobligation to you. either you or an EBate EBT Card tranuchers. In accordour Authorized TeEBT service provihorizations must bg limitations will a

ation number for thpresent and beforoice authorize a me voucher should bBT customer, clerk

voucher authorizatn 10 Business Darefore you shouldfurther action canthat, due to EBT

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gage in EBT transy Processor and ns Agreement, as athis Section 30 w

ou in any way with

etworks for the pronal(s) for the provand Women, Infaefits, collectively a

u agree to acceptstandards set fort

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Rules, as amende U.S. Treasury Dthat are applicab

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by the Departments, discrepancies inother appropriate

stomers, in accordustomer of an EBTalidated as a legitiy responsible for ny EBT Card tranor each EBT transy purpose other thIn the event of a

BT customer to thnsactions and to rdance with the prrminal is not workder to the EBT cube cleared on youpply to manual isshe amount of there you provide suc

manual EBT transabe given to the EBk and sales inform

tions must be cleays after the date never mail vouch

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h the EBT Rules. uthorization numb

you agree to accets and will issue suire, and may notnless such conditcustomers unless

checks other than BT Cards and pr

BT Transaction

2

ted: either too little or te same transactiothe Cardholder to

ated by time framplicable law.

actions, the termsnot by Bank. The applicable, excepwill control; providh respect to such

ocessing, settlemvision of United Snts and Children are referred to as

t EBT Cards and th in the EBT Rule

practices and in acsh and provide to

ded from time-to-tiDepartment, as neble to the accepta

of services to EBTt of 1990, Clean At of Agriculture pen benefits authorizagencies. The “F

dance with the proT Card and such mate transaction,your provision of

nsaction except assaction to the apphan providing EBTany violation of thhe extent permittedreceive settlementrocedures set fortking or the EBT syustomers at no cour POS terminal fosuance of FS Ben purchase must bch EBT customer action if the EBT cBT customer at th

mation, including th

eared on your Autof applicable voic

hers requesting paain payment for the

benefit availabilitybenefit encumbran

e EBT Rules, you applicable EBT s

ber in accordance

ept EBT Cards andsuch Cash Beneft in your advertisition applies to othyou also designacash.

rovide EBT benef

ns

24 PPS1016

too much. on. o be charged evenmes that are spec

29. Spe

s and conditions oServices providet to the extent the

ded, however, thaServices. For the

ent and switchingStates DepartmenBenefits (“WIC B

s the “EBT benefit

provide EBT benes (“Authorized Teccordance with theo you from time-tome, issued by theecessary (and anance of EBT CarT customers andAir Act, Clean Waertaining to Food Szed and similar mood Stamp Progr

ocedures set forthEBT customer’s e you will comply wf EBT benefits oths specifically permlicable EBT custo

T Benefits, includihis provision, youd by law. Cash sht for such transacth in this Section ystem in not avail

ost to the EBT cusor payment of vounefits by Merchantbe received by yowith any FNS, SN

customer is not pe time of authorizhe telephone auth

thorized Terminalce authorization. Vayment. If a vouche voucher. y for an EBT custnce will be $40.00

will not be reimbuservice provider a

with paragraph 3

d to provide Cashfits to EBT customng suggest, that her customers as

ate and direct othe

fits (FNS, SNAP

n though the transcified in the opera

ecial Provision

of this Section 30 ed, transactions pre terms of this Seat Bank is not a e purposes of this

g of EBT transactnt of Agriculture,

Benefits”) and/or gts”) to EBT benef

nefits to EBT custoerminal”) applicabe EBT Rules. o-time regarding ye National Automany rules that succerds and the provid EBT customer cater Act, Energy PStamp Program, aatters by providin

ram” is the govern

h in the EBT Ruleentry of a valid PINwith the procedureher than in accor

mitted by the EBTomer. ng without limitati

u will be obligatedhould never be disctions on your beh 30 and the EBTable; you will man

stomers upon presucher to be madet:

ou from the applicNAP and WIC Be

present to sign thezation and you shohorization number

l before payment Vouchers cannot bher expires before

tomer cannot be d0 or such other sta

ursed and will be sas set forth in this

30.1 above, you m

h Benefits, you agmers in the same any EBT custom

s well. You may er customers to sp

and WIC Benefi

saction did not comating rules of the

ns Regarding

shall apply. rocessed and othection 30 directly party to this Agres section, the wor

tions initiated throFood and Nutrit

government delivefit recipients (“EB

omers through theble to such EBT b

your acceptance oated Clearing Houeed or replace thision of EBT benconfidentiality, th

Policy and Conserand, any addition

ng EBT customersnment benefits pr

es, in the amount N. If the Authorizees set forth in the rdance with autho

T Rules and proce

ion accepting an Ed to reimburse thspensed for FNS, half. T Rules, you will nually provide EBsentation by an E

e to you. In additio

cable EBT serviceenefits, or Cash Bee voucher. The EBould retain one cor, must be entered

t of voucher will bbe cleared by anye it has been clea

determined at theate specific floor

solely responsibles Section 30 or o

may not “re-subm

gree to maintain amanner and to t

ers must purchasnot designate anpecial checkout la

its and/or Cash B

mplete normally aapplicable PIN D

EBT Transact

her matters contemconflict with anot

eement insofar asrds “we,” “our” and

ough the use of ation Service (“FNered Cash BenefT customers”), su

e use of a POS Tbenefits during you

of EBT Cards anduse Association ae Quest Rules); aefits by you undee federal Civil R

rvation Act, Immigal procedures spe

s with information rogram operated u

authorized througed Terminal fails to

EBT Rules for auorizations timely redures applicable

EBT Card as secuhe state or us for

SNAP and WIC B

manually accept BT benefits in the aEBT customer of hon to any procedu

e provider while thenefits, as applicaBT customer musopy for your recordd properly and leg

be made to you. Vy manner except bared by your Autho

e time you requestlimit as set forth i

e for a manual traotherwise fail to pr

it” a manual sales

dequate cash on he same extent cse goods or servind direct EBT cusanes for Debit Car

Benefits), you mu

at the point of saleDebit network, Th

tions

mplated under thither section of this it relates to EBd “us” refer only t

a state-issued EBS”), Supplementa

fits (Cash Benefitsubject to the term

Terminals, PIN paur normal busines

d provision of EBnd as approved band (iii) other sucer this Section 30ights Act of 1964

gration Reform anecified by the statsuch as telephon

under the authorit

gh your Authorizeo print EBT benefuthorization of EBreceived from EBto such EBT Car

urity for repaymenany EBT benefit

Benefits.

EBT Cards durinamount authorize

his / her EBT Cardures set forth in th

he respective EBable. You must not sign the voucheds.

gibly on the manua

Vouchers must bby your Authorizeorized Terminal fo

t authorization, thn the most curren

nsaction when yorocess the manua

s draft for paymen

hand to issue EBcash is provided tces from you as stomers to speciards or Credit Card

ust do so for EB

. e

s s T o

T al s, s

d ss

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nt ts

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25 PPS1016

30.5. Required Licenses. If you provide FNS, SNAP and WIC Benefits under this Agreement, you represent and warrant to us that you are a FNS authorized merchant and are not currently disqualified or withdrawn from redeeming food stamp coupons or otherwise disqualified or withdrawn by FNS. You agree to secure and maintain at your own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of EBT benefits under this Agreement, including without limitation, any applicable franchise tax certificate and non-governmental contractor’s certificate, and covenant that you will not accept EBT Cards or provide EBT benefits at any time during which you are not in compliance with the requirements of any EBT Rules. 30.6. Term and Termination. If you are disqualified or withdrawn from the Food Stamp Program, your authority to issue benefits will be terminated concurrently therewith. Such disqualification or withdrawal will be deemed a breach of this Agreement with respect to your authority to issue Cash Benefits and, in the event of such disqualification, we have the right to immediately terminate the provision of service under this Section 30 or the Agreement in its entirety. With respect to the issuance of Cash Benefits only, your authority to issue Cash Benefits may be suspended or terminated immediately at the sole discretion of us, the state or its EBT service provider, effective upon delivery of a notice of suspension or termination specifying the reasons for such suspension or termination if there will be (i) any suspension, injunction, cessation, or termination of the EBT service provider’s authority to provide EBT services to the state; (ii) failure by you, upon not less than thirty (30) days’ prior written notice, to cure any breach by you of these terms and conditions, including without limitation, your failure to support the issuance of EBT benefits during your normal business hours consistent with your normal business practices, your failure to comply with EBT benefit issuance procedures, your impermissible acceptance of an EBT Card, or your disqualification or withdrawal from the Food Stamp Program; or (iii) based on a state’s or its EBT service provider’s investigation of the relevant facts, evidence that you or any of your agents or employees are committing, participating in, or have knowledge of fraud or theft in connection with the dispensing of EBT benefits. If you fail to cure any breach as set forth above, you may appeal such suspension of termination to the applicable state for determination in its sole discretion. In the event that your authority to accept benefits is suspended or terminated by a state or its EBT service provider, and you successfully appeal such suspension or termination to the state or its EBT service provider, we shall be under no obligation to reinstate the services previously provided under this Section 30 or the Agreement, as applicable. The provision of services under this Section 30 shall terminate automatically if our agreement or our service provider’s agreement with any applicable state’s EBT service provider terminates for any reason. You will give prompt notice to us if you plan to stop accepting EBT Cards and providing EBT benefits or if you are unable to comply with the terms of this Section 30. 30.7. Confidentiality of EBT System Information. All information related to EBT customers and/or the issuance of EBT benefits shall be considered confidential information. Individually identifiable information relating to an EBT customer or applicant for EBT benefits will be held confidential and will not be disclosed by you or your directors, officers, employees or agents, without prior written approval of the applicable state. You will: (a) implement appropriate measures designed to: (1) ensure the security and confidentiality of all non-public personal information or materials regarding customers (“NPPI”); (2) protect against any anticipated threats or hazards to the security or integrity of NPPI; (3) protect against unauthorized access to or use of NPPI that could result in substantial harm or inconvenience to any customer and (4) ensure the proper disposal of NPPI; and (b) take appropriate actions to address incidents of unauthorized access to NPPI, including notification to us as soon as possible. The use of information obtained by you in the performance of your duties under this Section 30 will be limited to purposes directly connected with such duties. 30.8. EBT Service Marks. You will adequately display any applicable state’s service Marks or other licensed marks, including the Quest Marks, and other materials supplied by us (collectively the “Protected Marks”) in accordance with the standards set by the applicable state. You will use the Protected Marks only to indicate that EBT benefits are issued at your location(s) and will not indicate that we, any state or its EBT service provider endorse your goods or services. Your right to use such Protected Marks pursuant to this Agreement will continue only so long as this Section 30 remains in effect or until you are notified by us, any state or its EBT service provider to cease their use or display. You will not use the Marks of any EBT service provider without prior written approval from such EBT service provider. 30.9. Miscellaneous. 30.9.1. Errors. You will fully cooperate with us and any other participants in the EBT system in the resolution of errors and disputes regarding EBT transactions processed pursuant to this Section 30. You will promptly notify us of any such errors or disputes. 30.9.2. Issuance Records.

i. You agree to make available such informational materials as may be required by the state, its EBT service provider or any applicable regulations pertaining to the issuance of Benefits.

ii. You will retain all EBT-related records (including but not limited to manual sales drafts or vouchers) in the manner required by the EBT Rules or otherwise reasonably requested by us for three (3) years following the date of the applicable EBT transaction, or for such additional period as may be required by the EBT Rules. Records involving matters in litigation will be kept by you for a period of not less than three (3) years following the termination of the applicable litigation. Copies of any documents in media other than paper (e.g., microfilm, etc.) related to this Section 30 may be substituted for the originals to the extent permitted under applicable EBT Rules and provided that legible paper copies can be reproduced within a reasonable time after such records are requested.

iii. You will make all EBT-related records available for audit upon request to representatives of the state or its EBT service provider, or other authorized state or federal government agency during normal business hours.

iv. To assure compliance with this Agreement, including without limitation this Section 30, the state, its EBT service provider, or other authorized state or federal government agency, will at all times, upon advance notice except in the case of suspected fraud or other similar activity, have the right to enter, during normal business hours, your premises to inspect or evaluate any work performed under this Agreement, or to obtain any other information required to be provided by you or otherwise related to this Agreement.

30.9.3. Training. You will train and permit your employees to receive training regarding the issuance of EBT benefits. 30.9.4. Amendments. Notwithstanding anything to the contrary in this Agreement, if any of these terms and conditions are found to conflict with the EBT Rules or federal or state policy, these terms and conditions are subject to reasonable amendment by us, a state or its EBT service provider to address such conflict upon twenty (20) days’ written notice to you provided that you may, upon written notice, terminate your obligation under this Section 30 upon receipt of notice of such amendment. 30.9.5. State Action. Nothing contained herein shall preclude a state from commencing appropriate administrative or legal action against you or for making any referral for such action to any appropriate federal, state, or local agency. 30.9.6. Reference to State. Any references to state herein will mean the state in which you accept EBT benefits pursuant to this Section 30. If you accept EBT benefit in more than one state pursuant this Section 30, then the reference will mean each such state severally, not jointly. 30.9.7. Third Party Beneficiaries. These terms and conditions, do not create, and will not be construed as creating, any rights enforceable by any person not having any rights directly under this Agreement, except that the state and its Issuer, as defined in the Quest Rules, will be deemed third party beneficiaries of the representations, warranties, covenants and agreements made by you under the Agreement, including without limitation this Section 30.

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ng in this Agreemeare to you. You aare. You shall not ior written consenWireless SoftwareLimitation on Liaor for any Perso

are), or Wireless hstanding, for anyge caused by partes, Processor’s, Bnt paid by you for Servicers, Wirelesble to you under thndemnification.

ctive officers, direcated to: (a) the puss Equipment (incection 31; or (d) nder, except to theConfidentiality. AWireless Vendor

uard our confidennable care. Termination. In amediately upon terwledge of terminaspension of any as to the portion of

mediately if either

pecial Provision

the Wireless Servrms,” shall applyD OR PERSONAemplated under thother section of th

relates to Wireleus” refer only to thhird party vendorss that use radio bo allow you to csystem (“Wirelesse voice and/or de that this Agreemresponsible for p

eless Services. Twill receive accesgree to obtain anauthority, if any, fus with all such inent. You agree th

rvices by Processhe Application, theGeneral Administs, Wireless Netwoment, allocation aer serving you ativities.

Wireless Services.k’s network integr

mmediate action; oto you before sus

rcially practicable a suspension of thsuspension has bes. Processor herting to or describi

urchase and use oment to the contra

technology, knowsferable license toent confers any titgree to accept, areverse engineer

nt. Your obligatione is the right to usability. We shall

on’s unauthorized Networks, regard

y other liability artial or total failure,Bank’s, and Wirelthe particular Wir

ss Vendor(s) or ohese Wireless SeIn addition to anyctors, employeesurchase, delivery,cluding the Wireleany Person’s un

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ment does not addroviding, maintainThe prices that yoss to a certain Wirey and all licensesfor the lawful openformation as we

hat in order to acceor from time to timen the terms of thtration. We and thorks, Wireless Eqand quantity of ret the particular a

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dless of the formrising out of or in delay or nonperfoess Vendor(s)’ liareless Services duour respective Affervices Terms will y other indemnific, and Affiliates ha acceptance, rejeess Software), as authorized acces

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Wireless Services ie subject to the rewhich case the tBank is not liablenot to the Bank. dor(s)”) selected switching offeredsmit to Processo

ctly from a third dress or govern t

ning, servicing or sou will pay for the eless Network(s).s, permits or otheration of Wirelessmay reasonably ress the Wireless me in its sole discis Agreement sha

he Wireless Vendquipment, Wirelesesources utilized, address. In additio

ss Network may scaused by a thirdprotect us or a Wieless Services tobility of the Wirele

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esses embodied ss Software in yoof any such Wirelound by all applicdecompile the Wition 31.2 shall suroftware in accordafor any warranties’s data transmitte of action (whethany way connec

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26 PPS1016

30. Spe

Application, then tE BEING SOLD Tis made by Procesest of this Agreemterms of this Secte to you in any wa

by us in our sole by certain cellula

or and Bank cer

party provider fothose voice and/osupporting such thWireless Service

er authorizations rs Equipment usedrequest with respeServices, you mucretion (the “Wirelall apply to your usdor(s) reserve the s Software, rules programming lanon, we reserve t

suspend the Wire party; (b) complyreless Network fro

o you. If not commess Services mayapplicable Wireles

, non-transferableded by you or youance with the termthird parties retainin or provided in

our operation of thess Software to ycable terms and creless Software. Yrvive the terminatiance with the terms by any party wi

ed through either her in contract, tocted with these WWireless Services o

ited to your direct of failure, delay, ofor any indirect inexclusive remedieh in this Agreemeagainst any and a, possession, useour negligent actsa and/or unauthos result from our gbe considered cothese Wireless Scare and securi

Wireless Serviceates) and Wireleseless Vendor(s) loss than all of the ority, suspension nted from providin

ecial Provision

the following termTO YOU FOR USssor and not the Bment, as applicabtion 31 will controay with respect to

discretion, we haar telephone and rtain wireless Ca

or use with the Wor data services ohird party voice an

es are set forth on

required by the Fd by you in conneect to matters relast use wireless Pless Equipment”).se of such Wireles right to make chof operation, accguages, administ

the right to sched

less Services to: y with any law, rerom potential legamercially reasonaby vary due to evenss Vendor will pro

e, revocable limiteur designee from ms of this Agreemn all ownership an connection with he Wireless Equiyou or shall be coconditions of use You shall not giveion of this Agreem

ms in this Section.ith respect to uninthe Wireless Equort (including neg

Wireless Services or relating to or art damages, if any,r nonperformance

ncidental, special,es.

ent, you will indemall losses, claimse condition, liens s or omissions; (corized financial acgross negligence oonfidential or comServices Terms wity that you use

s being provided ss Vendor(s), provoses its authority Wireless Servicesor non-renewal; ong the Wireless S

ns Regarding W

s and conditions oSE IN BUSINESSBank. The Serviceble, except to the ol; provided, howeo such services. F

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ard Authorization

Wireless Equipmeor your relationshind/or data service

n the Application.

Federal Communicection with your reating to the rules aOS Terminals and. If Wireless Equiss Equipment.

hanges, from timecessibility periods,trative and operatdule, from time t

(a) prevent damaegulation, court oal liability. To the eble to give prior nnts beyond the coomptly restore the

ed sublicense to uProcessor’s syste

ment, including thisnd copyright inter the Wireless Sopment for the pu

onstrued as a saleand other license

e any Person accement. You acknow nterrupted Wireleuipment or Wirelegligence), strict liaterms, including lrising from your u, and, in any evene of the Wireless , consequential o

mnify and hold Se, liabilities, damagagainst, or return

c) any breach by yctivity occurring oor willful miscondu

mpetitively sensitivwill be consideredfor your confiden

under this Sectionvided that we will to operate less ths, then these Wiror Services by any la

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of this Section 31S AND ARE NOT es provided, transextent the terms

ever, that Bank is For the purposes

right to resell ceroughout the coutransactions or

ent as permitted bp with that third p

es. In connection with

cations Commissieceipt of Wireless and regulations ofd accessories apppment is purchas

e to time, in the c, identification protional algorithms ato time, interrupti

ages to, or degrarder or other govextent commercianotice, we will givontrol of us or our e Wireless Servic

use any wireless sems onto the Wires Section 31 (“Wrest in and to all Woftware, and you rposes set forth e of any rights ine terms applicableess to the Wireleswledge that the on

ess Services, as sess Services (incluability or otherwisliability resulting s

use of or inability tnt, shall not exceeServices or $50,0

or punitive damag

rvicers, Wireless ges, costs or expn of the Wirelessyou of any of youron your Merchantuct. ve that you accesd confidential infontial information,

n 31 may terminanotify you prompt

han all of the Wirereless Services Te

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sactions processeof this Section 3not a party to thi

of this section, th

rtain wireless datntry (the “Wirelesto transmit othe

by Processor, yoparty provider, an

h your purchase o

ion (“FCC”) or anServices. You w

f the FCC. proved for use witsed by you from u

configuration of thocedures, type anand designation oons of service fo

adation of, our or vernmental requesally reasonable, wve notice to you aWireless Vendors

ces after the even

software (includineless Equipment i

Wireless Software”Wireless Softwareshall have only

in this Agreemenany such Wirelese to such Wireles

ss Software withounly right you obtai

set forth in Sectiouding the Wirelesse). The foregoinsolely from loss oo use the Wireles

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issued in any formEffect of Terminnder. If these Wirele discretion, contimely payment ofThird Party Bene.

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vailable Wireless with no service a

er problems. PROICES. WE CANN

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elect to utilize theransArmor Services not liable to you

e Bank. ransArmor Servicable, except to thel. Definitions. Capment. Grant of Licensee TransArmor Seection 32, includinssor in this SectioServices. The Trcally excludes el

dable) Card data dmitted to Processo

will be encryptedthorization responResponsibilities a) You are requ

Security Stacompliant witDSS or any validated eithPCI DSS Senetwork scan

b) Use of the Trstore transac

c) You must dereceipt of sucCard number

d) You must ustransaction, i

e) Any POS deService.

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g) You must useh) You are requ

Rules and Pr) You have no

and nothing and ownershsoftware, maimmediately granted by im

) You will not: enhance, traTransArmor permit any coway indepenthe proprieta

k) You will only ) You will use

materials or contemplated

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m whatsoever by jnation. Upon termeless Services tertinue to provide thf fees due under teficiaries. Wirele

e Provisions. Youeless Services usNetworks’ transm

at all. Weather, toOCESSOR, BANKNOT PROMISE UR BEHALF.

TransArmor Serve is provided to yu in any way with

ce provided, transe extent the terms

italized terms use

e. Processor granervice and the Trang without limitatin 32 are deemed ansArmor Servicelectronic check aduring transport o

or for authorization. Processor will thnse (the “Token”).of Client. You areuired to comply wndards (PCI DSSth PCI DSS. Use other Card Organ

her by a Qualifiedlf-Assessment Qu

ns performed by aransArmor Servicection data (collectieploy the TransArmch upgrades) thrors must never be se the Token in ncluding without l

evice, gateway an

or receive batch filch files to contain e truncated reportuired to follow rulerocedures”). We wo right, title or intein this Agreementhip in this Sectionaterials or documeterminate this Sec

mplication, estopp(i) distribute, leas

anslate, supplemService or any poopying, of the Tradently from the Try interest of Procuse the TransArmonly unaltered vedocumentation,

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ns Regarding T

judicial or governmmination of these rms terminate duehe Wireless Servihese Wireless Se

ess Vendor(s) are

u also agree to be se radio transmiss

mission sites and pography, building

K, AND WIRELESUNINTERRUPTED

vice, the followingou by Processor arespect to such s

sactions processes of this Section 3

ed herein shall ha

nts to you a non-tansArmor Service on the TransArmwithheld.

e applies only to and closed-loop gof the authorizationn processing, all hhen generate or re e responsible to cwith the Card OrS). You must ensof the TransArmonization Rule. YoSecurity Assesso

uestionnaire (SAQan Approved Scane is not a guarantvely, “Merchant Smor Service (incluoughout your Merretained, whetherlieu of the Card imitation, settleme

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les containing comonly Tokens or tr

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will provide you wierest in or to the Tt assigns or transn 32. You will noentation. Failure tction 32 and your el or otherwise.

se, license, sublicent, create derivortion of it; or (iii) ansArmor Service TransArmor Serviccessor or any thirdmor Service for yoersion(s) of the Tra

or any derivative32.

ransArmor Serv

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mental authority (Wireless Service

e to a termination ices through Wire

ervices Terms. third party benef

bound by all othesions, so Wirelessthere is sufficientgs, your Wireless

SS VENDOR(S) DD OR ERROR-F

additional terms and not Bank. Baservices. For the p

ed and other matt2 directly conflict

ave the meaning

transferable, non-Marks (as identifor Rules and Pro

Card transactionsgift card transactin request from yohistorical transactietrieve a unique,

comply with the forganization Rulessure that all thirdor Service will not,u must demonstraor (QSA) with corrQ) or Report on Cn Vendor, all in acee against an una

Systems”). uding implementinrchant Systems inr in electronic form

number for ALLent processing, re

se in connection w

mpleted Card tranuncated informatia extract creation

we may provideth advance writteTransArmor Servifers any such righ

ot file any action, to comply with thaccess to and us

cense or otherwisevative works fromsell, license or otor any portion of

ce. If any portion d party, you will noour internal busineansArmor Servicee works thereof

vices

27 PPS1016

including without s Terms for any of the agreement

eless Vendor(s) to

ficiaries of these W

er terms and conds Services can’t bt network capacit

s Equipment, and DISCLAIM ALL REREE WIRELESS

31. Spe

and conditions of nk is not a party tpurposes of this s

ters contemplatedwith another prov

s given to such t

-assignable, non-efied in the TransAocedures. Any rig

s sent from you toons. Processor wur point of sale toion data, includingrandomly genera

llowing regarding , including takingd parties and sof, on its own, causate and maintain responding Repor

Compliance (ROCcordance with Caauthorized breach

ng any upgrades ncluding replacingm or hard copy. L activities subseetrieval processingwith the TransArm

nsaction informatioon. within reporting toto you from time

n notice of any suice, any related sht, title or interestin any forum tha

his provision will cse of the TransArm

e disseminate them, reverse enginherwise distributeit; or (v) use any of the TransArmoot remove, alter, mess purposes in a e and will not usewith other produ

limitation the FCCreason, you will t between us or oo you for a period

Wireless Services

ditions of this Agrebe provided unlesty available at thaother conditions wEPRESENTATIO

S SERVICE AND

cial Provision

f this Section 32 sto this Agreementsection, the words

d under this Sectvision of this Agre

terms as set forth

exclusive, revocaArmor Rules and hts with respect t

o us for authorizawill provide an e

o Processor’s systg Card number anated token assigne

your use of the Tg all steps requireftware use by yose you to be comp

your current PCIrt on Compliance

C), as applicable, ard Organization Rh of your point of s

to such service wg existing Card nu

equent to receipt g, chargeback andmor Service must

on to/from Proces

ools provided by Pe to time related tuch rules or procesoftware, materialst to you. You shalat challenges theconstitute a matemor Service in the

e TransArmor Serneer, decompile e the TransArmor

portion of the Traor Service containmodify, relocate omanner consisten, operate or comb

ucts, materials or

C). immediately pay

our Affiliates and W of time to be det

s Terms and may

eement. ss your Wireless Eat moment. Therewe don’t control mNS AND WARRA

D DO NOT AUTH

ns

hall apply. t insofar as it apps “we,” “our” and

tion 32 are subjecement, in which c

h in this Section

able sub-license dProcedures) in thto the TransArmo

ation and settlemeencryption key to tems. During the pnd full magnetic sed to the Card nu

TransArmor Serviced to comply with

ou in connection pliant or eliminate I DSS compliance (ROC) or by sucand if applicable

Rules and PCI DSsale systems or a

within a commercumbers on your M

t of the authorizad adjustment proct be certified by F

ssor, you must use

Processor. to your use of theedures or changess or documentatioll not take any act

e ownership of therial breach of thise event of a challe

rvice or any portioor otherwise redService or any p

ansArmor Servicens any copyright nr erase such noticnt with this Agreebine the TransArmr services in a m

to us all fees dueWireless Vendor(stermined as long

y enforce its provi

Equipment is in the are places, parmay also cause faANTIES RELATINHORIZE ANYONE

plies to the TransA“us” refer only to

ct to the rest of tcase the terms of

32 or as defined

during the term of he United States ior Service not exp

ent pursuant to thyou to be used

period when the trtripe data (track d

umber that will be

ce: h the Payment Cwith your paymeyour obligations t

e certification. Cocessful completioto your business

SS. ny facility where y

ially reasonable pMerchant Systems

ation response ascessing and transFDMS for use wit

e the service prov

e TransArmor Sers to such rules or on, or any derivattion inconsistent we TransArmor Ses Agreement. We

enge by you. No a

on of it to any thirdduce to human-rortion of it; (iv) m

e as a standalone notice or any othece or legend on sument.

mor Service or anmanner inconsiste

e and owing to us), then we may, ias you continue t

isions as if a part

he range of one orticularly in remotailed transmissionNG TO WIRELESSE TO MAKE ANY

Armor Service, anthe Processor an

his Agreement, athis Section 32 w

d elsewhere in thi

f this Section 32 tn accordance witpressly granted b

he Agreement, anto encrypt (mak

ransaction is beindata and expiratio returned to you i

Card Industry Datent processing arto comply with PCompliance must bon of the applicabl, passing quarterl

you process and/o

period of time aftes with Tokens. Fu

ssociated with thaction reviews. th the TransArmo

vided by Processo

rvice (“TransArmoprocedures. tive works thereowith the stated titlervice, any relatee have the right tadditional rights ar

d party; (ii) modifyreadable form thake any copies, o program or in aner legend denotinuch item.

y related softwareent with the use

s n o

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of e s S Y

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as ill

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33.1. Cprovisi33.2. VexclusGeorg33.3. WPROC

34.1. Fdelay ihostilitemploycontroshall bcontinuthis pa34.2. CfurtherapplicafurtherUnlawflaws aAct (FA34.3. NoperatmeansAgreemhave b(ii) if sreceiveunder 34.4. Hany pr34.5. Sshall re34.6. supersany su34.7. Achangewe ma“click-wshall cand 1934.8. Teach oupon a34.9. CDiscovNetwo

33. Ch

34. Ot

m) You will promTermination. Unlaccept the requirn 32. Fees. Client shall TransArmor Limiial sale transactionty” and is subjenship with Proces

e TransArmor Sers to indemnify anss remedy for Proy for Processor’s

on of, the Agreemage in intentional TransArmor DiscSARMOR SERVINANTS, EXPRE

RATION OF THE T

Choice of Law. Oions). Venue. We have ive venue for anyia. Waiver of Jury

CEEDING INVOLV

Force Majeure. Nis caused, directlyties, war, riots or cyees’ demands al of such party, in

be excused from ues to use comm

aragraph, your failCompliance withr agree to coopeable law includingr acknowledge anful Internet Gamb

and regulations reACTA). Notices. Except ational matters relas, including but noment, with a copybeen given (i) if sesent by facsimile ed. Notices sent tthis Agreement. Headings. The heovision of this AgrSeverability. Theemain valid and eEntire Agreeme

sedes any previouubsequent breach Amendment. Wee by terminating tay waive any earlwrap” notice intenconstitute accepta9.5. Third Party Beneof them may enforany Person any rigCard Organizatiover Network certark Cards and the

hoice of Law; Ve

ther Terms

mptly notify us of aess prohibited byrements of any su

pay Processor theited Warranty. Pon by an unauthoect to the terms assor and be in comrvice. Subject to td hold you harmocessor’s breach breach of the Lim

ment, including thismisconduct.

claimer. IN ADDICE: EXCEPT AS

ESS OR IMPLIETRANSARMOR S

Our Agreement sh

substantial facilitiey actions or claim

Trial. ALL PARTVING ANY CLAIM

No party shall be ly or indirectly, bycivil disorders in are reasonable or

ncluding without liany further perfoercially reasonabure to receive pay

h Laws. In performerate and provideg without limitationnd agree that youbling Enforcementegarding data sec

as otherwise specating to the procesot limited to the e-y to Attention: Geent by mail or cou

machine, when o the Merchant’s

eadings containedreement.

e parties intend evenforceable. ent; Waiver. Thisus agreements an

of the same or ane may modify anythe Agreement wily termination feended to modify or ance of the amend

eficiaries. Our rerce its provisions ghts or remedies, on Rules. The paain rights to requi

Visa, MasterCard

enue; Waiver of

a breach of any teapplicable law, w

uch modifications

e fees for TransArocessor warrantsorized entity/persand conditions sempliance with all tthe terms, conditiless from direct dof the Limited W

mited Warranty. Ths Section 32, or a

TION TO THE DI EXPRESSLY PRD WITH REGAR

SERVICE.

hall be governed b

es in the State of ms arising under o

TIES IRREVOCA RELATING TO O

iable for any defay (i) fire, flood, eaany country; (iii) awithin the party’simitation, failures

ormance and obsele efforts to recomyment or funds froming its obligatione information reqn the rules and regu will not use you

Act, 31 U.S.C. Scurity and card nu

cifically provided, assing of Card tran-mail address youeneral Counsel’s rier, upon the earthe courier confirlast known addres

d in this Agreeme

very provision of th

s Agreement cond understandingsnother term or cony provision of thisthin twenty (20) d

e that might otheramend this Agre

ded Agreement re

espective Affiliatesas it was a party and the parties d

arties acknowledgire termination ord and Discover N

f Jury Trial

2

rms of this Sectiowe may modify thi

by notifying us in

rmor Service as ss that the Token reson outside the Met forth in this Sthe terms of the Aons and limitationdamages, includin

Warranty set forth he Limited Warranny other agreeme

ISCLAIMERS SEROVIDED IN THISRD TO THE TR

by and construed

Georgia and manor related to this

BLY WAIVE ANYOR ARISING UND

ult or delay in therthquake, elemenny act or omission power to satisfy)or fluctuations in

ervance of the obmmence performaom a Person shallns under this Agreuested by Servic

gulations promulgaur merchant accoection 5361 et se

umber/expiration d

all notices and othnsactions) shall bu have provided oOffice, Priority Pa

rlier of five (5) dayrmation copy is ass (including e-ma

ent are for conven

his Agreement to

nstitutes the entirs. A party’s waiverndition. s Agreement by pdays of receiving rwise apply. Your eement and whichequired herein. Th

s and any Personhereto. Except aso not intend for ane that the Visa, M

r modification of tetwork Card syst

28 PPS1016

on 32. is Section 32 by pn writing within th

set forth on the Apeturned to you, as

Merchant Systemsection 32. To be

Agreement, includins set forth in theng third party cla

in this paragrapnty is void if (i) yoent relating to Car

T FORTH IN THES SECTION 32, PRANSARMOR SE

32. Ch

in accordance wi

ny of the services Agreement shall

Y AND ALL RIGDER THIS AGREE

33. Othe

performance of itnts of nature or otn of the other part); or (v) the nonpe telecommunicatibligations so affe

ance or observanc not excuse the peement, each parcers, as Servicerated by the Office

ount and/or the Sq, as may be ame

date truncation, in

her communicatiobe in writing, if to yn the Application,ayment Systems, ys after mailing or actually received.ail address), as in

nience of referenc

be severable. If a

re Agreement ber of a breach of an

providing notice tonotice. If you chosubmission of a

h you check “I Achis Section 34.7 d

ns we use in provs expressly providny Persons to be

MasterCard and Dthis Agreement wems and to inves

providing written nirty (30) days afte

pplication. s a result of usings. This warranty

e eligible for the ing this Section 3e Agreement, incims, resulting froh constitutes Pro

ou use the TransArds eligible for the

E AGREEMENT, PROCESSOR MAERVICE INCLUD

oice of Law; W

ith the laws of the

provided under thbe in the approp

HTS THEY MAYEMENT. er Terms

ts obligations undther acts of God; rty or any governmerformance by a ons or other equ

ected only for as ce as soon as pra

performance of yorty agrees to comrs determine nece of Foreign AssetServices for illegaended from time tncluding, without

ons required or peyou at your addre, and if to us at ouP.O. Box 246, Awhen actually rec Notice given in

ndicated in our rec

ce only and shall

any part of this Ag

etween the partieny term or conditio

o you. You may oose to do so, not

Card transactionccept” or “I Agree”does not apply to

viding the Serviceded in this Agreemthird-party benefi

Discover Network with respect to trastigate you. The p

notice of such moer receiving such

g the TransArmor by Processor is Limited Warranty2, and any other

cluding the limitatim Processor’s br

ocessor’s entire liArmor Service in ae TransArmor Ser

THE FOLLOWINAKES NO REPREDING THE UNIN

Waiver of Jury

e State of Georgia

his Agreement arpriate state or fed

Y HAVE TO A TR

der this Agreemen(ii) any terrorist a

ment authority; (ivPerson for any siipment. In any sulong as such circ

acticable. Notwithur obligations to uply with all laws a

cessary, to facilitats Control of the U

al transactions, foto time. It is your limitation, the Fai

ermitted hereundeess appearing in ur address appea

Alpharetta, GA 30ceived or, in the cany other mann

cords, shall consti

not in any way af

greement is not en

es with respect ton of this Agreem

choose not to actify us that you aren after notice of a” or otherwise ac

o fee changes, wh

s are third party bment, nothing in tciaries of this AgrCard Organizatio

ansactions involviparties also ackno

odifications to younotice that you a

Service, cannot breferred to here

y, you must mainagreement relatinion of liability proreach of the Limitability and your sa manner not contrvice or (ii) you are

NG DISCLAIMER ESENTATIONS, WNTERRUPTED O

y Trial

a (without regard t

e provided from thderal court located

RIAL BY JURY I

nt if and to the extattacks or outbrea) any labor disputmilar cause beyo

uch event, the nocumstances prevastanding anything

us under this Agreand regulations apate Servicers comUS Department ofor example, thosesole responsibilityir and Accurate C

er (other than thosthe Application o

aring in Section A0009-0246, and scase of courier, wer shall be effectute effective noti

ffect the meaning

nforceable, the re

to the subject ment shall not be d

ccept the requireme terminating for t

any amendment, ocept through an ehich are governed

beneficiaries of thhis Agreement is reement. on Rules give Visang Visa, MasterC

owledge that issue

u. You may choosare terminating thi

be used to initiate in as the “Limite

ntain a processinng to Cards eligiblvisions, Processoted Warranty. Thsole and exclusivtemplated by, or ie grossly negligen

APPLIES TO THWARRANTIES OROR ERROR-FRE

to its choice of law

hese facilities. Thd in Cobb County

N ANY JUDICIA

ent such default oak or escalation otes (whether or no

ond the reasonabln-performing partail and such partg to the contrary ieement. pplicable to it. Yompliance with anf the Treasury. Yoe prohibited by thy to comply with a

Credit Transaction

se involving normar by any electroni.4 of Part III of thihall be deemed then delivered, an

ctive when actuallce to the Merchan

g or construction o

maining provision

matter thereof, aneemed a waiver o

ments of any sucthis reason so thaor an electronic oelectronic processd by Sections 19.

his Agreement anintended to confe

a, MasterCard anCard and Discoveers of other Cards

e s

a d g e

or e e n

nt

E R E

w

e y,

L

or of ot e ty ty n

u y u e

all s

al c s o d y

nt

of

s

d of

h at or s, 4

d er

d er s,

for whito tran34.10. advert

As useAcquithat acAddreInterneAffiliatagreemAgreeincorpoApplicAuthofunds aAuthoAuthobank aBank: BankrBatchBusineCard: CardhCard, aCard Norder CCard Inc.(“VnetworCard OCard OHouseCard VVisa’s CID. CInterneCard Vthe AuCash entitiesCash serviceChargClientCreditCreditgoods any oth1 MastCreditCardhoCreditCustoSelf-SeData UDebit Dial-UDiscouforth inDiscovissuedDiscovbut theElectrCash BElectrtransmFactorGener

35. G

ich we perform sesactions involvingPublicity. Client

isements, display

ed in this Agreemerer: Bank in the ccquire Card sale tress Verification: et order merchantte: A person thament. ment: The Agreeorated therein, eacation: See Merchorization: Approvaat the time the Au

orization Approvaorization Center: and transmits such

The bank identifiruptcy Code: Title: A single Submisess Day: MondaySee either Credit

holder: Sometimeas applicable) andNot Present SaleCard sales. Organization: A

Visa”), DFS Servicrks. Organization RuOrganization and e Association (inclValidation CodesCard Validation C

Card Validation Coet orders). Verification Valuuthorization procesBenefits: An EBTs, and for which thOver Transactioes.

geback: A Card tra: The party identift: A refund or pricet Card: A device or services on cre

her Card Organiza

terCard Credit or t Draft: A documolder, whether elet Limit: The creditmer Activated Tervice Terminal) tUsage Charge: CCard: See either

Up Terminal: An Aunt Rate: A percen the Application. ver International

d in a country othever Internationale transaction occuonic Benefit TraBenefits and FNSonic Draft Captu

mit them to the Proring: The submissral Terms: Sectio

Glossary

ervices on your beg such other Cardt may not use thes, or press releas

ent, the following case of MasterCaransactions from A service provides, Address verifict, directly or indir

ements among Clach as amended frhant Processing Aal by, or on behaluthorization is requal Code: A numbe

A department thh Authorization toed on the Applicae 11 of the Unitedssion to us of a groy through Friday, eCard or Debit Ca

es referred to as “d any authorized ue/Transaction: A

Any entity formedces LLC (“Discove

les: The rules, rerelated authoritie

uding, with respecs: A three-digit vaCode is known asodes are used to

e (CVV)/Card Vass. T account maintahe Issuer has agren: Dispensing of

ansaction (or dispfied as “Client” one adjustment givebearing a valid O

edit and, to the exation specified on

Debit Card, Cirrusment evidencing thectronic, paper or t line set by the Iserminal (CAT): Ahat is not an ATM

Charged to you for PIN Debit Card o

Authorization devicentage rate and/oTransactions thatl Processing Fee

er than the countryl Service Fee: Churs in the U.S., excansfer (EBT): An, SNAP and WIC ure (EDC): A proocessor. This elimsion of authorizatin of the Program

ehalf, may have ss. e logo, name, traes, without the pr

terms mean as foard, Visa and certamerchants such a

ed through which ation is intended trectly, (i) owns or

lient, Processor, arom time to time, wApplication f of, the Issuer to uested. er issued to a parthat electronically c

the merchant viaation signed by you States Code, as oup of transactionexcluding Bank ho

ard. Card Member” inuser of such Card

A transaction that

d to administer aer Network”), Am

gulations, releasees, including withoct to EBTs, the Qualue printed in thes CVV2; MasterCa deter fraudulent

alidation Code (C

ained by an Issueeed to provide acccash by a mercha

puted portion) that the Application. T

en for a previous pOrganization Marxtent the Schedulen such Schedules.

s Card, or Maestrohe return of mercsome other form,suer for the Cardh

A magnetic stripe M.

our processing or Non-PIN Debit Cce, which, like a teor amount chargedt fail to meet applie: Charged per Dy that the merchanharged per Discovcluding JCB and C

n Electronic BeneBenefits, to EBT c

ocess which allowminates the need to

ion requests and/oGuide, including a

2

imilar rights unde

ademark, or servicrior written consen

ollows: ain debit transactas yourself. the merchant verito deter fraudulenr controls a party

and Bank, containwhich collectively

validate a transa

ticipating merchancommunicates a electronic equipmu, and in Part IV, amended from tim

ns (sales and Credolidays.

certain Card Orgd.

occurs when the

and promote Carerican Express T

es, interpretationsout limitation, thouest Operating Ru

e signature panel ard’s Card Validause of an accoun

CVC): A unique va

r that represents cess under the EBant in connection

t is returned to us The words “Subscpurchase transactk of Visa, Masteres so provide, a v

o Card. chandise by a Ca all of which mustholder’s Credit Caterminal or chip-r

f Sales Data sentCard. elephone, dials and a merchant for cable interchange

Discover settled snt is located in, exver settled sale (eChina Unionpay C

efits Transfer systcustomers.

ws a merchant’s Do submit paper foor Sales Drafts byany amendments

29 PPS1016

r their applicable

ce mark of Procent of Processor an

ions or Processor

ifies the Cardholdnt transactions. Hoy to this Agreeme

ned in the Applicaconstitute the Ag

action. An Authoriz

nt by the Authorizmerchant’s reque

ment or by voice ADuplicate Confirm

me to time. dits) for settlemen

ganization materia

e Card is not pres

rds, including witTravel Related Se

and other requirese of the PCI Seules). of most Cards antion Code is knownt number in a no

alue encoded on t

pre-funded or dayBT program. Multiwith a Card sale,

by the Issuer. Clicriber,” “you” and ion. rCard, Discover Nvalid device autho

ardholder to a Clt conform to Card ard account. eading device (su

to us.

n Authorization Ceprocessing its quae requirements wiale (including Ca

xcluding JCB and excluding Cash OCards. tem used to deliv

Dial-Up Terminal r processing. y a merchant for Cor modifications.

Card Organizatio

essor and/or Bannd Bank.

r in the case of D

der’s address, in wowever, it is not a ent or (ii) is unde

ation, the Progragreement among t

zation indicates o

zation Center whicest for AuthorizatAuthorization. mation Page, below

nt. A Batch usually

als, means the Pe

sent at the point-o

thout limitation Mervices Company,

ements (whether ecurity Standards

nd a four-digit valuwn as CVC2; Discon-face-to-face en

the Magnetic Strip

y-of-draw benefitsiple benefits may other than a PIN

ent is responsible“your” refer to Clie

Network or Ameririzing the Cardho

lient, or other refOrganization Rul

uch as an automa

enter for validatioalifying daily Credll be charged add

ash Over amountsChina Unionpay

Over amounts) on

ver certain govern

to receive Autho

Card sales or cash

on Rules with resp

k in any manner,

Discover Network

whole or in part. Pguarantee that a

er common owner

m Guide and thethe parties.

only the availability

ch confirms the Aution on Credit Ca

w.

y represents a day

erson whose nam

of-sale, including

MasterCard World Inc. (“American

contractual or othCouncil, LLC an

ue printed on the cover Network’s Cnvironment, (e.g.,

pe of a Card used

s, or both, adminbe combined in a Debit Card trans

e for payment to uent. Also, sometim

ican Express andolder to buy goods

fund or price adjues and applicable

atic dispensing ma

n of transactions.dit Card and Non-ditional amounts as and Cash AdvaCards. transactions whe

nment delivered b

orization and capt

h advances transa

pect to this Agreem

, including withou

and American Ex

Primarily used by transaction is valrship or control w

Schedules there

y of the Cardhold

uthorization for a sard transactions to

y’s worth of transa

me is embossed o

Internet, mail-ord

dwide (“MasterCaExpress”) and an

herwise) imposed nd the National Au

front of an AmericCard Validation C, mail orders, tele

d to validate Card

istered by one or a single cash beneaction, for the pur

us for all Chargebames referred to as

d authorizing the s or services on cr

ustment made bye law.

achine, Limited Am

-PIN Debit Card trs set forth in Sectnce transactions)

en the Card is not

benefits, including

ture transactions,

acted by another b

ment’s applicabilit

ut limitation, in an

xpress transaction

Mail / Telephoneid.

with a party to thi

eto and document

er’s Credit Limit o

sale or service. o the Cardholder’

actions.

on a Card (or Deb

der and telephone

ard”), Visa U.S.Any applicable deb

or adopted by anutomated Clearin

can Express CardCode is known as ephone orders an

information durin

r more governmenefit account. rchase of goods o

acks. s “Merchant.”

Cardholder to buredit and issued b

y the Client to th

mount Terminal, o

ransactions, as setion 19.1. ) when the Card i

issued in the U.S

g without limitatio

and electronicall

business.

ty

y

s

/

s

ts

or

s

bit

e-

., bit

y g

d. a d

g

nt

or

y by

e

or

et

s

S.

n

y

30 PPS1016

Gross: When referred to in connection with transaction amounts or fees, refers to the total amount of Card sales, without set-off for any refunds or Credits. Imprinter: A manual or electric machine used to physically imprint the merchant’s name and ID number as well as the Cardholder’s name and Card number on Sales Drafts. Issuer: The financial institution or Card Organization which has issued a Card to a Person. Limited Amount Terminal: A Customer Activated Terminal that has data capture only capability, and accepts payment for items such as parking garage fees, road tolls, motion picture theater entrance, or magnetic-stripe telephones. Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and account information. Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag lines or other proprietary designations.

MC Cross Border Fee (USD): Assessed on any MasterCard1 settled sale processed in USD Currency in which the country code of the merchant differs from the country code of the Cardholder (i.e., U.S. Merchant, Non U.S. Issued Card). Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit Drafts, computer printouts, etc.) Merchant Account Number (Merchant Number): A number that numerically identifies each merchant location, outlet, or line of business to the Processor for accounting and billing purposes. Merchant Identification Card: A plastic embossed card supplied to each merchant to be used for imprinting information to be submitted with each Batch of paper Sales Drafts. Embossed data includes Merchant Account Number, name and sometimes merchant ID code and terminal number. Merchant Processing Application: The Merchant Processing Application and Agreement executed by Client, Processor and Bank, which is one of the documents comprising the Agreement. Merchant Provider: Any Person engaged by you to provide services to you involving or relating to (i) access to Cardholder data, transaction data or information related to either Cardholder data or transaction data or (ii) PIN encryption, including without limitation, Encryption Service Organizations (ESOs).

My Merchant Benefits Club (“Program”). A Processor managed program Merchant is automatically enrolled in for a monthly fee that provides supplies required to properly process Card transactions (i.e. sales slips, printer rolls, etc.) as well as providing Merchants access to savings, discounts, and/or other benefits from various outside companies and vendors.

Next Day Funding: A feature, for which an additional fee is assessed, enabling next business day settlement of Card Transactions, as specified in your Merchant Processing Application. See Section 17 settlement of Card Transactions for all conditions that apply. Non-PIN Debit Card: A device with a Visa, MasterCard or Discover Network Mark that is tied to a Cardholder’s bank account or a prepaid account and which is processed without the use of a PIN. Non-Qualified Interchange Fee: The difference between the interchange fee associated with the Anticipated Interchange Level and the interchange fee associated with the more costly interchange level at which the transaction actually processed. Non-Qualified Surcharge: A surcharge applied to any transaction that fails to qualify for the Anticipated Interchange Level and is therefore downgraded to a more costly interchange level. The Non-Qualified Surcharge (the amount of which is set forth on the Service Fee Schedule) is in addition to the Non-Qualified Interchange Fee, which is also your responsibility (see above, Section 19.1) Operating Procedures: The manual prepared by Processor, containing operational procedures, instructions and other directives relating to Card transactions. The current Operating Procedures are set forth in the Program Guide. Other Services: Other Services include all services related to JCB Card, PIN Debit Card, and EBT Transactions, Loyalty Services and Transactions involving Cards from other Non-Bank Card Card Organizations such as Voyager Fleet Systems, Inc., Wright Express Corporation and Wright Express Financial Services Corporation. PAN Truncation: A procedure by which a Cardholder’s copy of a Sales Draft or Credit Draft, or as required by applicable law, the Sales Draft or Credit Draft you retain, will only reflect the last four digits of the Card account number. Person: A third party individual or entity, other than the Client, Processor or Bank. PIN: A Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction. PIN Debit Card: A device bearing the Marks of ATM networks (such as NYCE or Star) used at a merchant location by means of a Cardholder-entered PIN in the merchant PIN Pad. PIN Debit Sponsor Bank: The PIN Debit Sponsor Bank(s) identified on the Application signed by you that is /are the sponsoring or acquiring bank(s) for certain PIN Debit networks. Point of Sale (POS) Terminal: A device placed in a merchant location which is connected to the Processor’s system via telephone lines and is designed to authorize, record and transmit settlement data by electronic means for all sales transactions with Processor. Processor: The entity identified on the Application (other than the Bank), which provides certain services under the Agreement. Program Guide (also known as the Merchant Services Program Terms and Conditions): The booklet which contains Operating Procedures, General Terms, Third Party Agreements and Confirmation Page, which together with the Application and the Schedules thereto and documents incorporated therein, constitute your Agreement with Processor and Bank. Recurring Payment Indicator: A value used to identify transactions for which a Cardholder provides permission to a merchant to bill the Cardholder’s Card account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services. Referral: A message received from an Issuer when an attempt for Authorization requires a call to the Voice Authorization Center or Voice Response Unit (VRU). Reserve Account: An account established and funded at our request or on your behalf, pursuant to Section 25 of the Agreement. Resubmission: A transaction that the Client originally processed as a Store and Forward transaction but received a soft denial from the respective debit network or Card Organization. The resubmission transaction allows the merchant to attempt to obtain an approval for the soft denial, in which case Client assumes the risk that the transaction fails. Retrieval Request/Transaction Documentation Request: A request for documentation related to a Card transaction such as a copy of a Sales Draft or other transaction source documents. Sales/Credit Summary: The identifying form used by a paper Submission merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day’s work). Not a Batch header, which is used by electronic merchants. Sales Draft: Evidence of a purchase, rental or lease of goods or services by a Cardholder from, and other payments to, Client using a Card, including preauthorized orders and recurring transactions (unless the context requires otherwise); regardless of whether the form of such evidence is in paper or electronic form or otherwise, all of which must conform to Card Organization Rules and applicable law. Schedules: The attachments, addenda and other documents, including revisions thereto, which may be incorporated into and made part of this Agreement concurrently with or after the date of this Agreement. Self-Service Terminal: A Customer Activated Terminal that accepts payment of goods or services such as prepaid cards or video rental, has electronic capability, and does not accept PINs. Servicers: Bank and Processor collectively. The words “we,” “us” and “our” refer to Servicers, unless otherwise indicated in this Program Guide. Services: The activities undertaken by Processor and/or Bank, as applicable, to authorize, process and settle all United States Dollar denominated Visa, MasterCard, Discover Network and American Express transactions undertaken by Cardholders at Client’s location(s) in the United States, and all other activities

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31 PPS1016

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32 PPS1016

AND/OR EQUIPMENT COMPATIBLE IN THE EVENT THAT YOU ELECT TO USE ANOTHER SERVICE PROVIDER. UPON TERMINATION OF YOUR MERCHANT PROCESSING AGREEMENT, YOU ACKNOWLEDGE THAT YOU MAY NOT BE ABLE TO USE THE EQUIPMENT AND/OR SOFTWARE LEASED UNDER THIS LEASE AGREEMENT WITH SAID SERVICE PROVIDER.

1.3. Site Preparation. You will prepare the installation site(s) for the Equipment, including but not limited to the power supply circuits and phone lines, in conformance with the manufacturer’s and our specifications and will make the site(s) available to us by the confirmed shipping date. 1.4. Payment of Amounts Due. a) The monthly lease charge is due and payable monthly, in advance. You agree to pay all assessed costs for delivery and installation of Equipment. b) In addition to the monthly lease charge, you shall pay, or reimburse us for, amounts equal to any taxes, assessments on or arising out of this Lease Agreement or the Equipment, and related supplies or any services, use or activities hereunder, including without limitation, state and local sales, use, property, privilege and excise tax, tax preparation, compliance expenses, but exclusive of taxes based on our net income. Property taxes are calculated and charged based on the average of the estimated annual property taxes over the course of the term of the lease. You will also be charged an annual Tax Handling Fee, as set forth in the MPA and/or applicable Fee Schedule. c) Your lease payments will be due despite dissatisfaction with the Equipment for any reason. d) Whenever any payment is not made by you in full when due, you shall pay us as a late charge, an amount equal to ten percent of the amount due but no less than $5.00 for each month during which it remains unpaid (prorated for any partial month), but in no event more than the maximum amount permitted by law. You shall also pay to us an administrative charge of $10.00 for any debit we attempt to make against your Settlement Account that is rejected. e) In the event your account is placed into collections for past due lease amounts, you agree that we can recover a collection expense charge of $50.00 for each aggregate payment requiring a collection effort. 1.5. Use and Return of Equipment; Insurance.

a) You shall cause the Equipment to be operated by competent and qualified personnel in accordance with any operating instructions furnished by us or the manufacturer. You shall maintain the Equipment in good operating condition and protect it from deterioration, normal wear and tear excepted.

b) You shall not permit any physical alteration or modification of the Equipment, or change the installation site of the Equipment, without our prior written consent.

c) You shall not create, incur, assume or allow to exist any consensually or judicially imposed liens or encumbrances on, or part with possession of, or sublease the Equipment without our prior written consent.

d) You shall comply with all governmental laws, rules, and regulations relating to the use of the Equipment. You are also responsible for obtaining all permits required to operate the Equipment at your facility.

e) We or our representatives may, at any time, enter your premises for purposes of inspecting, examining or repairing the Equipment. f) The Equipment shall remain our personal property and shall not under any circumstances be considered to be a fixture affixed to your real estate. You

shall permit us to affix suitable labels or stencils to the Equipment evidencing our ownership. g) You shall keep the Equipment adequately insured against loss by fire, theft, and all other hazards. h) You shall provide proof of insurance as evidenced by a certificate naming First Data Merchant Services Corporation as a loss payee under your

insurance policy. The loss, destruction, theft, or damage of or to the Equipment shall not relieve you from your obligation to pay the full purchase price or total monthly leases charges hereunder.

i) If you do not provide such proof of insurance, you may be charged a fee, on which we may make a profit, as set forth on your fee schedule in connection with insuring the Equipment.

1.6. Title to Equipment. The Equipment is, and shall at all times be and remain, our sole and exclusive property, and you shall have no right, title or interest in or to the Equipment except as expressly set forth in this Lease Agreement or otherwise agreed in writing. Except as expressly provided in Section 1.8, no transference of intellectual property rights is intended by or conferred in this Lease Agreement. You agree to execute and deliver to us any statement or instrument that we may request to confirm or evidence our ownership of the Equipment, and you irrevocably appoint us as your attorney-in-fact to execute and file the same in your name and on your behalf. If a court determines that the leasing transaction contemplated by this Lease Agreement does not constitute a financing and is not a lease of the Equipment, then we shall be deemed to have a first lien security interest on the Equipment as of the date of this Lease Agreement, and you will execute such documentation as we may request to evidence such security interest. If this Lease Agreement is deemed a loan despite the intention of the parties, then in no contingency or event whatsoever shall interest deemed charged hereunder, however such interest may be characterized or computed, exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. 1.7. Return or Purchase of Equipment at End of Lease Period. Upon the completion of your lease term or any extension thereof, you will have the option to (a) return the Equipment to us; (b) purchase the Equipment from us for its then fair market value, calculated as a percentage of the aggregate lease payments in accordance with the following: If the term of this Lease is forty-eight (48) months or more, the buyout option as a percentage of the aggregate lease payments shall be ten percent (10%). If the term of this lease is thirty-six (36) to forty-seven (47) months, the buyout option as a percentage of the aggregate lease payments shall be fifteen percent (15%). If the term of this lease is twenty-four (24) to thirty-five (35) months, the buyout option as a percentage of the aggregate lease payments shall be twenty percent (20%); or (c) after the final lease payment has been received by FDGL, the Agreement will revert to a month-by-month rental at the existing monthly lease payment. If Client does not want to continue to rent the Equipment, then Client will be obligated to provide FDGL with 30 day written notice to terminate and return the equipment to FDGL. If we terminate the lease pursuant to Section 1.12(b) due to a default by you, then you shall immediately return the Equipment to us no later than the tenth business day after termination, or remit to us the fair market value of the Equipment as determined in good faith by us. We may collect any amounts due to us under this Section 1.7 by debiting your bank account, and to the extent we are unable to obtain full satisfaction in this manner, you agree to pay the amounts owed to us promptly upon our request. 1.8. Software License. We retain all ownership and copyright interest in and to all computer software, related documentation, technology, know-how and processes embodied in or provided in connection with the Equipment other than those owned or licensed by the manufacturer of the Equipment (collectively “Software”), and you shall have only a non-exclusive license to use the Software in your operation of the Equipment. 1.9. Limitation on Liability. We are not liable for any loss, damage or expense of any kind or nature caused directly or indirectly by the Equipment, including any damage or injury to persons or property caused by the Equipment. We are not liable for the use or maintenance of the Equipment, its failure to operate, any repairs or service to it, or by any interruption of service or loss of use of the Equipment or resulting loss of business. Our liability arising out of or in any way connected with this Lease Agreement shall not exceed the aggregate lease amount paid to us for the particular Equipment involved. In no event shall we be liable for any indirect, incidental, special or consequential damages. The remedies available to you under this Lease Agreement are your sole and exclusive remedies. 1.10. Warranties.

a) All warranties, express or implied, made to you or any other person are hereby disclaimed, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement.

b) You warrant that you will only use the Equipment for commercial purposes and will not use the Equipment for any household or personal purposes. 1.11. Indemnification. You shall indemnify and hold us harmless from and against any and all losses, liabilities, damages and expenses resulting from (a) the operation, use, condition, liens against, or return of the Equipment or (b) any breach by you of any of your obligations hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct. 1.12. Default; Remedies.

a) If any debit of your Settlement Account initiated by us is rejected when due, or if you otherwise fail to pay us any amounts due hereunder when due, or if you default in any material respect in the performance or observance of any obligation or provision of this Lease Agreement or any agreement with

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33 PPS1016

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