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PART I: CARD

ERATING P

: CARD SERVICES

rating ProcedureserCard, Visa, DiscoAcceptance

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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

A.1A.2A.3 TA.4 PARCon

E OF CONT

. Provide Sales andChargebacks,Retri1. Chargebacks 2. Other Debits 3.Summary(Deposjects10.4.DisputingAccount Maintena1. Change of Settle2. Change in Your3. Change in Comp Telephone/Facs4. Other Changes 5.Charges for Cha6. Credit Reports; BCard Organization

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Card General TermSpecial Provisions Services Operating ProceduCompliance Settlement of CardExclusivity Fees; AdjustmentsChargebacks Representations; WLiability; ExclusionConfidentiality Assignments Term; Events of DReserve Account;Financial and OtheIndemnification Special ProvisionsSpecial ProvisionsSpecial ProvisionsSpecial ProvisionsSpecial ProvisionsChoice of Law; VeOther Terms Glossary

RT II: THIRD PAR

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pany DBA Name, Asimile Number in Merchant Profilenges to Account MBank Account Infor

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ms s for American Exp

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s Regarding Non Bs for PIN Debit Cars Regarding EBT Ts Regarding Wireles Regarding Trans enue; Waiver of Jur

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s. At the point of d, American Expres, the Issuer (e.gExpress and Discthe Visa symbol o followed by one st is always a four k these numbers cription. You are rees for Visa M

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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

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

4

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. 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

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4.2. Data Security Requirements. You must comply with the data security requirements shown below: • You must install and maintain a secure network firewall to protect data across public networks. • You must protect stored data and data sent across networks, using methods indicated in the PCI DSS. • You must use and regularly update anti-virus software and keep security patches up-to-date. • You must restrict access to data by business “need to know,” assign a unique ID to each person with computer access to data and track access to data by

unique ID. • You must not use vendor-supplied defaults for system passwords and other security parameters. • You must regularly test security systems and processes. • You must maintain a policy that addresses information security for employees and contractors. • You must restrict physical access to Cardholder information. • You may not transmit Cardholder account numbers to Cardholders for Internet transactions. • You cannot store or retain Card Validation Codes (three-digit values printed in the signature panel of most Cards, and a four-digit code printed on the front

of an American Express Card) after final transaction authorization. • You cannot store or retain Magnetic Stripe data, PIN data or AVS data. Only Cardholder account number, Cardholder Name and Cardholder expiration

date can be retained subsequent to transaction authorization. • You must destroy or purge all Media containing obsolete transaction data with Cardholder information. • You must keep all systems and Media containing Card account, Cardholder, or transaction information (whether physical or electronic) in a secure manner

so as to prevent access by, or disclosure to any unauthorized party. • For Internet transactions, copies of the transaction records may be delivered to Cardholders in either electronic or paper format. • You must use only services and Merchant Equipment that have been certified as PCI-DSS compliant by the Card Organizations.

4.3. Compliance Audits. You may be subject to ongoing validation of your compliance with PCI DSS standards. Furthermore, we retain the right to conduct an audit at your expense, performed by us or a Person designated by us to verify your compliance, or that of your agents or Merchant Providers, with security procedures and these Operating Procedures. 4.4. Immediate Notice Required. In the event that transaction data is known or suspected of having been accessed or retrieved by any unauthorized Person, you must contact us immediately, and in no event more than 24 hours after becoming aware of such activity. 4.5. Investigation. You must, at your own expense (i) perform or cause to be performed an independent investigation, including a forensics analysis performed by a certified forensic vendor acceptable to us and the Card Organizations, of any data security breach of Card or transaction data, (ii) perform or cause to be performed any remedial actions recommended by any such investigation, and (iii) cooperate with us in the investigation and resolution of any security breach. Notwithstanding the foregoing, if required by a Card Organization, we will engage a forensic vendor approved by a Card Organization at your expense. You must cooperate with the forensic vendor so that it may immediately conduct an examination of Merchant Equipment, and your and Merchant Providers’ procedures and records and issue a written report of its findings. 4.6. Required Information for Discover Network Security Breaches. For security breaches involving Discover Network transactions and/or track data, you must provide us and/or Discover Network with the following information: (i) the date of breach; (ii) details concerning the data compromised (e.g., account numbers and expiration dates, Cardholder names and addresses, etc.); (iii) the method of such breach; (iv) your security personnel contacts; (v) the name of any person (including law enforcement) assisting you with your investigation of such breach; and (vi) any other information which we reasonably request from you concerning such breach, including forensics reports. You shall provide such information as soon as practicable, and the items listed in (i) - (v) shall be provided to us in any event within 48 hours of your initial notification to us of the breach. 4.7. Merchant Providers. The data security standards set forth in this Section 4 also apply to Merchant Providers. Before you engage any Merchant Provider, you must provide to us in writing (a) the Merchant Provider’s legal name, (b) contact information, and (c) intended function. You acknowledge and agree that you will not use, or provide Cardholder data access to, any Merchant Provider until you receive our approval and, if required, confirmation of our registration of that Merchant Provider with applicable Card Organizations. You must ensure that you and Merchant Providers: (i) comply with the registration process which can involve site inspections, background investigations, provision of financial statements, and any other information required by a Card Organization; (ii) comply with the periodic and other reporting required by a Card Organization; and (iii) comply with all applicable Card Organization Rules, including without limitation, those requiring security of Cardholder data. You may allow Merchant Providers access to Cardholder data only for purposes authorized under and in conformance with the Card Organization Rules. You are responsible for all our costs and expenses associated with our review, approval, certification (and recertification as may be required by us or the Card Organization Rules) and registration of any Merchant Providers. Your use of the Services, equipment, software, systems, materials, supplies or resources of third parties regarding your Card transactions processing, including, without limitation, Merchant Providers and any third party lessors or licensors, will not affect your obligations under this Agreement to us which will apply to the same extent as if you had not used them. We have no liability or responsibility to you or others regarding these third parties, even if we referred them to you. These third parties are your agents, and you are solely responsible for (i) determining whether they can meet your needs and standards, (ii) their actions, inactions and compliance with the terms of this Agreement and the Card Organization Rules and (iii) any and all fees, costs, expenses and other obligations owed to them by you or owed by them to us or to Card Organizations. 4.7.1 Processors. As your Processor we are responsible for PCI DSS compliance with respect to the security of Cardholder data that we possess, otherwise store, or transmit on your behalf to the extent that our possession, storage or transmission of Cardholder data could impact the security of your Cardholder data environment. Notwithstanding the previous sentence; we are not liable for (i) any Cardholder data possessed, otherwise stored, or transmitted on our behalf by a PCI DSS validated Merchant Provider under contract with us, or by you in accordance with section 4.7; (ii) Cardholder data that has been compromised due to an error or omission by you, your employee(s), contractors, agents or affiliates; and (iii) due to the gross negligence of you, your employee(s), contractors, agents or affiliates. We may annually, upon your written request, provide you with a document or representation, demonstrating that we have obtained a valid Attestation of Compliance (AOC). 4.8. Noncompliance Fees. If we have not received receipt of your validation of compliance with your PCI DSS standards within the first 90 days of the date of the Agreement, you will be charged a monthly non-compliance fee as set forth in the Application or as otherwise communicated to you, for the period beginning upon expiration of the 90 day period, until such time as you are compliant or this Agreement is terminated, whichever comes first. This monthly non-compliance fee is in addition to any and all other fees for which you are responsible related to your failure to be compliant as required hereunder. 4.9. Costs. If you or a Merchant Provider (or other Person used by you) are determined by any Card Organization, regardless of any forensic analysis or report, to be the likely source of any loss, disclosure, theft or compromise of Cardholder data or Card transaction information (together, “Compromised Data Events”) and regardless of your belief that you have complied with the Card Organization Rules or any other security precautions and are not responsible for the Compromised Data Event, you must promptly pay us for all related expenses, claims, assessments, fines, losses, costs, and penalties and Issuer reimbursements imposed by the Card Organizations against us (together, “Data Compromise Losses”). In addition to the foregoing, you must also pay us promptly for all expenses and claims made by Issuers against us alleging your responsibility for the Compromised Data Event, apart from any claim procedures administered by the Card Organizations. Each authorization request you submit to us must fully comply with the applicable provisions of this Agreement. Submission of an authorization request that does not fully comply may result in assessment of additional fees to you, a declined authorization response or a Chargeback to you. You must obtain an Authorization Approval Code from us (or a Person, as provided in Section 5.4) for all transactions. A positive authorization response for MasterCard remains valid for seven (7) days for electronic processed transactions. For true paper merchants for MasterCard and Visa transactions the Authorization remains valid for thirty (30) days. A positive authorization response for Discover Network transactions remains valid for ninety (90) days. Failure to settle within these timeframes may result in a late presentment Chargeback. Failure to obtain an Authorization Approval Code for a sales transaction may result in a Chargeback and/or the termination of your Agreement. Authorization

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he 3-digit Card Vant (e.g., telephoneon request only, anrk transaction,

AVS), and if you d

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horization Approvaou.

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9

sponse Unit (“VR.

one other than usone number for o it may be charge

ng records and wi

n account at the tee that you will no

arately from the aal Code from the Iorized Cardholder

not submit the tran the same Card th

transaction after reback and may bo avoid these cosent.

Network or for che

on. If a sale is decanother form of paChargeback, Cardt completion mes

alidation Code (CVe, mail or internetnd not with subseyou must also do not receive a

vice Users). er the authorizatio

to do so, and donses as a result o

to use reasonaown,MD21740. Yoication from the Cn the space providy relaying a messaThe Cardholder sh

al Code, all sales

if necessary, or cperiod in which yorrected. nction, call the POterminal. d voice authoriza

st be imprinted ushargeback to yourer authorization nved between youe organization. Sin a Chargeback

he Chargeback doRVICES, DO NOTSUCCESSFULLYANTLY DECREASE A CHARGEBAdowngrade of anys (see Section 19.

ection 4.7.

U”). Any fees rela

s except as descriobtaining authorized back at a laterill be unable to ve

time the authorizaot be subject to a

authorization respIssuer even if AVSr disputes such a

ansaction withouthrough your POS

receiving a declinbe assessed finessts and related Ch

eck acceptance, y

clined, do not takayment. If you acd Organization finessages are subm

VV2, CVC2, CID)t sales). Howeverequent recurring tverify the name

a positive match

on information int

o not take any actof any action by yable, lawful meaou may be paid a

Cardholder before ded on the Sales age from the Issuhould be instructe

s should be autho

call the POS Helpour terminal is not

OS Help Desk im

tion toll free numsing a manual Imr account.

network to obtain Cu and that networuch Chargebacks

k, you must obtainocumentation. T USE ANOTHERY RESEARCH AASE YOUR TIMACK. y transactions to a.1).

ated to authorizati

bed in Section 5.4zations, the Author date. Also, if yoerify that you rece

ation is requestedChargeback.

ponse and make yS is unavailable otransaction, you

t calling for and reS Terminal.

ne (even if a subses or fees by the Cahargebacks, alway

you must follow th

ke alternative meaccept and processes and/or cancellaitted for MasterC

) and submit this Cr, for recurring traransaction authore and billing ad

h, do not process

to the VRU using

tion that will alarmyou, your employeans in retaining

reward for the re issuing an approDraft unless otheer. The fact that a

ed to call the Issue

orized through this

p Desk. The problet functioning, rem

mmediately and fo

ber and enter autmprinter machine.

Credit Card authork. We will not res will be passed n proof (e.g., third

R THIRD PARTYAND DEFEND AME TO RESEAR

a higher cost inter

ons will be charge

4. If a Cardholder orization Approval u receive a purpo

eived the authoriza

. It does not warra

your own decisionor reflects that thewill be responsib

eceiving a voice a

equent authorizatard Organizationsys obtain an Auth

he procedures for

asures with the sas a transaction thaation of your Agreard Cards within

Code with all authansaction authorizrization requests. ddress of the Ds the Discover N

a touch tone ph

m or embarrass thees, vendors or agor attempting toturn of the Card.

oval code. If you aerwise prohibited ba sale has been der.

s equipment. Auth

em will either be cmember to check it

ollow their instruct

thorization inform. Failure to obtain

orization, i.e., yoursearch Chargebathrough to you fod party authorizat

Y SYSTEM WITHANY AUTHORIZARCH AND PROV

rchange that resu

ed for a request fo

or another servicCode you receiv

orted Authorizatioation if that is late

ant that the perso

n about whether te address provideble for the resultin

authorization. Afte

tion attempt results for which you whorization Approva

r authorization an

ame Card to obtaiat was declined, oeement.

60 minutes of th

horization requestzations you shoul(See Section 1.7

Discover NetworNetwork Card No

one or hold for a

he Card presentegents, that attemp

o retain the Card

are instructed to dby law. declined should no

horizations throug

corrected promptlt periodically sinc

tions. You may b

ation into the VRUn an Authorizatio

r terminal can Splacks resulting fromor resolution. If ation logs) from th

HOUT NOTIFYINGATION RELATED

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able 24 hours/day

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d Amount Terminare-Authorization are a business en

ce of “pre-authorizA hotel, motel, oRestaurants muapplicable tax. You must notifyIf the customer the authorizatiotransaction takeVEHICLE RENPREAUTHORIZIf you receive aand receive an Hotels, motels, exceeds the oricodes must be wPre-Authorizatiothe amount “prprohibited. The You should obtathe estimated cyou must securcharges and noThe estimated applicable taxesIf an authorizatiYou do not neeYou must record

iscover Network If a Discover Nyour Authorizatiyour receipt of cannot be chanThe Discover NThe original amThe new amounThe original autThe expiration dA brief reason fo

artial Authorizatirization approval ent to approve theent card, cash, cherce transactionsal for Card Not Prthorization reversction, or the Card

rization responseements.

ubmission of Safide Cardholder anhe one approved ctions, and we maFactoring. Factoant for Card trans

sputes of any suchimeliness. In ordnot received paymDrafts may result

Mail / Branch Depication Card, if aper and may result

ubmission/Depo

89

y; 7 days/week.

thorized in this mtransactions mus

an approval. To rnic Data Capture,er Service for furthnsing Machinesals. Records shoufor T&E (Travel

ngaged in providinzation” you must cor car rental mercust not add an es

y the Cardholder odecides to use a

on hold. Provide thes place, a new imNTAL PROVIDEZATIONS. a decline on a tranapproval, you maand car rental mginal estimate by written in the authon for certain estare-authorized” by authorization requain an authorizatiharges. If the acture a positive auth

ot include amountsamount of any ps and service chaon request is dec

ed to obtain a finad the dates, authoProcedure for Retwork Card sale ion Center directlythe authorization,ged. For an authoetwork Merchant ount of the autho

nt of the total transthorization code fodate of the Card; aor the authorizatioion and Authorizfor a partial amoe transaction in fuheck) for the rem, mail order, telepresent transactionsal must be submdholder elects not . In the event th

ales for Merchantnd your establishmby us in our Agr

ay immediately teoring is consideresactions transacteh Sales Draft and/er to qualify for th

ment for submittedt in increased inteposit Procedurespplicable, and sigin a Summary Ad

osit of sales and

manner must be st be entered intoeduce the risk of refer to the Term

her instructions on. Records must b

uld include the Ca& Entertainmentng travel and/or ecomply with the fochant may obtain astimated tip amou

of the dollar amouanother form of pahe Cardholder’s a

mprinted and signeERS MAY NOT

nsaction, you musy be subject to a erchants are allowmore than 15% a

horization area aloablishments, are a

more than 20%uest should includon for the initial eual charges excee

horization for the as already authorizpre-authorization frges; and (iv) othelined, no charges l authorization if torized amounts, a

Request for Cancis cancelled or th

y and request a c, but must be canorization cancellatNumber used in trization being cansaction (if any); or the authorizatioand on cancellation. zation Reversal. ount, an amount lull. The Cardholdaining balance ofphone order transs. If you support pmitted if the authto complete the p

hat you wish to

ts Other Than Yoment. If you deposreement with yourminate your acco

ed merchant frauded by another bus/or transaction. Alhe lowest interchad Sales Drafts afterchange rates or fs. Complete the agn it. Please do ndjustment or Charg

d Credit Drafts

entered manuallyo the terminal forf such a Chargebminal Operating I

n processing your be produced for aardholder account t) and Restauranentertainment servllowing general pran estimated Visant to the authoriz

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

Partial authorizatless than the traner is able to use f the transaction. sactions and recupartial authorizatiohorization is no lpurchase. The trasupport the part

our Business. Ysit or attempt to d, then the transacount and the Agred and strictly prohsiness. If you submso if any fraud is ange Discount Raer one (1) week frfees or in a Chargappropriate summnot staple or clip geback to you. Ma

10

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

all transactions whnumber, merchant Merchants.

vices (e.g., car renrocedures:

a, MasterCard or Dzation request bey

Pre-Authorize.” h, check, etc.) yooriginal dollar amothe exact amoun

POTENTIAL VEH

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

horization, you muof authorization a

0% (instead of 15%orize the additionnt associated withs and then monitothe initial estimatt. NOTE: Subseq

mmodations mustcharges as dictate

hat date will be accharges (the final a

ve Authorization Aorization.

transaction chanauthorization. An

e sales data relatiovide us with the fo• The Card numb

d;

ion provides an ansaction amount up the remainingFor MasterCard

urring payment traons, a partial authonger needed, a

ansaction sent fortial authorization

Depos

You may present fodeposit transactionction may be cha

eement. hibited. Factoring mit Sales Drafts oinvolved, you couate, all Sales and rom your normal pgeback to you.

mary form designaSales Drafts togeail your deposits d

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

hose origin and dnt’s name, termina

ntals, hotels, mote

Discover Network yond the value of

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. ether or to summdaily to us, or, if yo

tions into the terect to a Chargebed using a manuerminal malfuncti

data capture are al location, transa

els, etc.) or a rest

authorization at tf the goods provid

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

eauthorize. If youzations. orized. If the final additional amoun

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

ons should only b

) the intended len. ardholder. t exceed 120% ofn the Sales Draft(s

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

clined transactione merchant whenrd and select anortial authorization

Discover transactioor must be include

of the total authbe no more than

u must contact P

afts and Credi

valid charges that sales between C

may suspend or d

n of authorizationher person, you wrosecution.

ust be properly contact Customer S

Imprint the compary forms. This wour Agreement al

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

automated dispenaction date and am

taurant business,

the time of check-ded, or services r

thorization Respoand the authorizatthat amount mus

ANCE DEDUCT

u reauthorize prior

amount chargedts, and all increm

horized. If the finaorization amount tr. actual charges mauent estimated au

be for the addition

ngth of stay; (ii) t

f the previously as).

orization for the st any time within fto us, after which

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

ed in each authorizorized is submitt

n the amount apprProcessor for ad

it Drafts

t arise from a tranCardholders and adebit funds assoc

n requests and/or will suffer any loss

ompleted and subService. Late Subm

pleted summary wwill distort the Calows deposit at a

terminal becomeve a Referral an

chine. (For specifian twenty-four (24

nsing machines omount.

and engage in th

-in. rendered, plus an

onse Unit to delettion code. If a newt be obtained.

TIBLES IN ANY

r to this time fram

to the Cardholdeental authorizatio

al amount exceedto include a tip i

ade do not exceeuthorizations), thenal amount of tota

the room rate; (ii

uthorized charges

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

Issuer to return aard balance is noment (i.e., anotheatch authorized e

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

dditional rules an

nsaction between a different businesciated with all suc

Sales Drafts by es associated wit

mitted daily. If yomission of Sales o

with your Merchanrdholder’s accounlocal bank branch

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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

You cannot inteaccount. You are responDo not process

ettlement

efunds/Exchang

etention for Rec

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

sible for paying ala Credit transacti

ges (Credits)

ords for Retriev

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

ll refunds submitteion once a Charge

vals and Charge

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

ed to us on your meback is received

ebacks

11

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

merchant account. Credits issued a

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

t. We assume no rafter a Chargebac

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

responsibility for vck has been receiv

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

verifying any Credved may not be re

submitted, they w

te of transmissionactual Sales Drafto do so may resu

amount, number o

nts who contract tbe manually keye

our location or sen

ogrammed to closssing.

and transferred tk. If your financia

ness Days from th

uire your Discove

ility whatsoever foes regarding thos

ervices you receiv

ative or employee

y the shipping an

llegible.)

dit an account tha

to process a Cred

chandise returnedse purchased.

period of eighteee Sales Drafts yo

er of (i) 365 days oep images or othe

etain legible copieus. You must alsexpiration date o

wn or a customer’

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merchant wouldYOU ARE RESOTHERS FROM

rovide Sales andestablished by Ca

Chargebacks. . Generally. Botheback may occur

whenever possibleolder, in which care responsible for . Transaction Donsaction documenen forward your re

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

dling fee may be ca difference in thection date. . Chargeback Prnt for numerous rction documentattant that you resocess a Credit traed may not be recand, in our sole

ver, representmeization guidelinessa Chargebacks:

bitration before Viseback is upheld, Such fees and penasterCard Chargeeback. In such evly that it is an inv

es a $250 filing fnsible for all such

Settlement Accounscover Network Ction of Processor

presentment requeChargeback is noal rights are forfeon your behalf. T

pts are not a guaction amount if ac

merican Express Chave responded eback, and providthat you already is: Discover NetworCard and Visa Colder. Discover Nr, except as requiver Network. o Card Organizatiorongly recommenation (e.g., rental , with amounts ano the short time fmend the followin

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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: acks by adhering

etrievals and Ot

sponsible 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

ess of whether yoow). If the Issuer sshort time requirgeback notificat

a Chargeback is re merchant would ient to warrant a al is/are ultimateor reversal is not Chargeback and

y charges a $250 onsible for all suchbited from your Serse the Chargebaetion of Processo we may, on youeview fee. If a der penalties imponds, in addition to

Discover Network alf and at your reqation fee as publisthe applicable tim

ternative, for Visatake up to six (6) funds will be collen to any processinu may request a Cnquiry within the documentation to the Card Membe

good faith collectioRules require tha

d regulations, howce of Discover N

y not re-bill a Carde a detailed rebutrinted portion of tted). upporting docume

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13

• 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. • 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

14

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. • Incorrect merchant descriptor (name and/or city, state) submitted.

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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 to you or your co

Except as set fortnure to the benefikruptcy, debtor in

n this Agreement.

ssignments

erm; Events of D

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

Default

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

his Section and asnd their respectiveother person cha

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

s provided in the fe permitted succearged with taking

19

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

following sentencssors and assignscustody of a par

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

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

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

nt shall be bindingor the benefit of crusiness, shall hav

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

g upon successorreditors, custodian

ve any right to co

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

rs and assigns ann, receiver, truste

ontinue, assume o

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

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of m or

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s s e

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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 Tthen, uimmedwhich upon s24.5. Nwhich obligatfinally 24.6. Iremed24.7. Ior simthat asset-off 24.8. TAgreemprincipoccurrharmle24.9. Aadjustmthis Ag

As a chereunother cand onsatisfanecessmay beat any terminthe givalternais appalternashall bAccou 25.1. Y

25.

This Agreement shThe initial term of terminate this Ag

Notwithstanding thn by providing 30 ault as provided ant to Section 19.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 your upon the occurrediately, without noare expressly wa

such notice all amNeither 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 providedn terms acceptab

actory to us and psary in order to pe. We may requitime when:(i) this

ation thereof, or (ving of notice andative additional coplicable, but we hative additional cobe subject to the nt”. Whenever we

You expressly au

Reserve Accou

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 includibreach, as determ

ence of (1) an Evotice, and all amoived by you, and ounts payable he

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 25ble to us by a lettprovided all agreeerfect in us a conre that all or any s Agreement, or t(ii) there shall havd/or the passage ollateral security ohave determined ollateral security oterms and condite require that add

thorize us to esta

nt; Security Inte

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 limitati

mined by Servicersvent of Default spounts payable her

(2) any other Evereunder shall be dtion 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(ii) hereof. Ster of credit issuinments (including ntinuing first prioripart of the additiothe provision of Sve occurred an evof time would entf a kind, and in amthat additional co

of a kind, and in ations set forth be

ditional collateral s

ablish a Reserve A

erest

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 rs, of Section 34.2 pecified in subsereunder shall be ient of Default, thisdue and payable oment 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 amSuch additional cong bank acceptabagreements of thity security interes

onal collateral takeServices hereundevent which entitlestitle us to terminamounts, satisfactoollateral security amounts satisfactlow in this Sectio

security take the fo

Account pursuant

20

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 promu(“Compliance wit

ections 24.4.4, 24mmediately due as Agreement mayon demand.

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

24. Rese

in our sole discremounts, satisfactoollateral security mble to us, or (B) ird parties) in formst therein on terme the form of a Reer, shall have terms us to terminate

ate this Agreemenory to us as set fois required, have

tory to us as set fon 25 and any otorm of a Reserve

t to the terms and

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 24; 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 Offth Laws”), 4.4.9 or 24.4.11, and payable in fuy be terminated b

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

erve Account

tion, that you proory to us in our smay include, for ethe pledge to us m and substance

ms acceptable to ueserve Account, eminated for any rethis Agreement o

nt or the provisionrth above in this S

e requested that forth above in thisther terms and coAccount, the follo

d conditions set fo

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 Ass

we may consideull without demanby us giving not le

he parties pursuathe expiration or

d to us will survive

in our sole discrection 24. cy, 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

; Security Inte

ovide additional cosole discretion, anexample, (A) a let

of a certificate osatisfactory to us

us, are entered inestablished as heeason or any paror the provision ofn of Services herSection, or (iii) neyou provide sams Section. Any Ronditions of this Aowing provisions o

orth in this Sectio

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

er this Agreementnd or other notice ess than 10 days’

ant to provisions or termination of the termination of th

retion, exercise a

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

erest

ollateral security fond which shall better of credit, if issof deposit owned s and all filings annto, made and/or reinafter set forth

rty hereto shall haf Services hereuneunder, and you

either (i) nor (ii) abme, and you haveReserve Account Agreement relatinof this Section 25

on 25. The amoun

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. Departmen

t to be terminateof any kind, all onotice to you, an

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 ansued in an amounby you in amoun

nd/or other actiontaken as the casin this Section 25

ave given notice onder or which, withave not provide

bove in this Sectioe failed to providthat is establishe

ng to the “Reservshall apply:

nt of such Reserv

e

y nt s, e y

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ur

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ur

s nt

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e

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

26.1. Ufinanciprincipprovisito youaccessAffiliaterecordby us o26.2. Yyour to

27.1. Ybreachnegligeof youAgreemOrgan27.2. WcovenaconnecExpresCards Corpor

26. F

27. In

nt 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. . 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

You will be liable h of any warranty,ence or willful misr use of the Servment; or (e) arisiization or Issuer).We agree to indeant or agreementction with this Agss Card Transactfrom other Non-

ration.

Financial and Ot

ndemnification

us, in our sole ann 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 re

funds are held inshall be subject an 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

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

ther Information

nd 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 reques

a separate Resto (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

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

you harmless fromsentation by us u

ed that this indemervices, including

anizations such a

n

cretion, 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

erve Account, theecurity interest pu

s 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

hold us harmless srepresentation bransactions or othur behalf incur in fications we are

m and against all under this Agreem

mnity obligation shg JCB Card, PIN as Voyager Fleet

21

on 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, se

e Reserve Accouursuant to this subpplicable sections

eld (such institutio. The Control Agrable to you and Sement to the contrams of this Agreemained at Bank, uny control account Account as soon count funds will bey interest in the Rposit shall be uncControl Agreemerm of the Certificatable to Servicerslegal theory whats

Othe

cial statements winancial statementher information c us and our Affilia

ement and our coer reason. Upon rerd Organizations) oks and/or records

incurred for airfarof attachment, exme.

2. In

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

g history and the our bank account

ed fraud or unusuwing: (i) one or m

ame of Client, anypayments otherw

n the manner provriod of time as is account comminga Reserve Accour specifically requiued interest on anustments, fees anupon request.

nt and any other agations are subser any bankruptcy

Account and (ii) anafter due or to becr, in the case of agranted under appr demand to you oall such funds agaAffiliates for any ured or not maturecurity interest, rig

unt shall be mainbsection 25.4, ans of the Uniform C

on hereinafter refereement shall be ervicers.

ary, in the event Sment (collectively “nless such Set Ofpursuant to a Coas practicable us

e held at Bank. Reserve Account, certificated and shent”) by, between ate of Deposit Co

s. soever as a resul

er Information

ithin 45 days aftets shall be preparconcerning your ates to obtain fromontinuing evaluatioequest, you shall reasonable acce

s deemed appropre and hotel accomxecution or levy ag

ndemnification

t all losses, liabiliAgreement; (b) a

om your provision hts under this Ag

ke as a result of

, damages and eut of our or our eBank with respecElectronic BenefitWright Express C

potential risk of loin satisfaction of

ual activity or an Emore debits to yoy of its principals, wise due to you. vided above. Anyconsistent with ou

gled with reserve unt unless and untired by applicable

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

related equipmenred. You agree to ght of set off, reco

ntained at Bank, d (ii) unless BankCommercial Codeerred to as “Settlein form and subs

Servicers deduct, h“Set Off Funds”), ff Funds are wiredontrol Agreement sing commercially

you grant to Servhall be subject toand among Cus

ontrol Agreement

lt of the exercise

n

er the end of eacred in accordancebusiness and yo

m third parties finaon of your financprovide, and/or c

ess to your or youpriate. In such evemmodations. gainst any substa

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23

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card (“EBT Card”) at your POS Terminal(s) for the provision of United States Department of Agriculture, Food and Nutrition Service (“FNS”), Supplemental Nutrition Assistance Program (“SNAP”) and Women, Infants and Children Benefits (“WIC Benefits”) and/or government delivered Cash Benefits (Cash Benefits, together with FNS, SNAP and WIC Benefits, collectively are referred to as the “EBT benefits”) to EBT benefit recipients (“EBT customers”), subject to the terms below. 30.1. Acceptance of EBT Benefits. You agree to accept EBT Cards and provide EBT benefits to EBT customers through the use of a POS Terminals, PIN pad and printer or other equipment that meet standards set forth in the EBT Rules (“Authorized Terminal”) applicable to such EBT benefits during your normal business hours, in a manner consistent with your normal business practices and in accordance with the EBT Rules. The “EBT Rules” means (i) all procedures that we establish and provide to you from time-to-time regarding your acceptance of EBT Cards and provision of EBT benefits to EBT customers; (ii) the Quest Rules, as amended from time-to-time, issued by the National Automated Clearing House Association and as approved by the Financial Management Service of the U.S. Treasury Department, as necessary (and any rules that succeed or replace the Quest Rules); and (iii) other such laws, rules, regulations and procedures that are applicable to the acceptance of EBT Cards and the provision of EBT benefits by you under this Section 30, including without limitation, laws pertaining to delivery of services to EBT customers and EBT customer confidentiality, the federal Civil Rights Act of 1964, Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean Water Act, Energy Policy and Conservation Act, Immigration Reform and Control Act of 1986, regulations issued by the Department of Agriculture pertaining to Food Stamp Program, and, any additional procedures specified by the state regarding lost EBT Cards, forgotten PINs, discrepancies in benefits authorized and similar matters by providing EBT customers with information such as telephone numbers and addresses of the state or other appropriate agencies. The “Food Stamp Program” is the government benefits program operated under the authority of the Food Stamp Act of 1964. You will provide EBT benefits to EBT customers, in accordance with the procedures set forth in the EBT Rules, in the amount authorized through your Authorized Terminal upon presentation by an EBT customer of an EBT Card and such EBT customer’s entry of a valid PIN. If the Authorized Terminal fails to print EBT benefit issuance information as approved and validated as a legitimate transaction, you will comply with the procedures set forth in the EBT Rules for authorization of EBT benefits in such instance. You are solely responsible for your provision of EBT benefits other than in accordance with authorizations timely received from EBT service provider. You will not resubmit any EBT Card transaction except as specifically permitted by the EBT Rules and procedures applicable to such EBT Card transaction. You must provide a receipt for each EBT transaction to the applicable EBT customer. You will not accept any EBT Card for any purpose other than providing EBT Benefits, including without limitation accepting an EBT Card as security for repayment of any EBT customer obligation to you. In the event of any violation of this provision, you will be obligated to reimburse the state or us for any EBT benefits unlawfully received by either you or an EBT customer to the extent permitted by law. Cash should never be dispensed for FNS, SNAP and WIC Benefits. You authorize us to initiate EBT Card transactions and to receive settlement for such transactions on your behalf. 30.2. Manual EBT Vouchers. In accordance with the procedures set forth in this Section 30 and the EBT Rules, you will manually accept EBT Cards during periods of time when your Authorized Terminal is not working or the EBT system in not available; you will manually provide EBT benefits in the amount authorized through the applicable EBT service provider to the EBT customers at no cost to the EBT customers upon presentation by an EBT customer of his / her EBT Card. All manual voucher authorizations must be cleared on your POS terminal for payment of voucher to be made to you. In addition to any procedures set forth in the EBT Rules, the following limitations will apply to manual issuance of FS Benefits by Merchant:

i. An authorization number for the amount of the purchase must be received by you from the applicable EBT service provider while the respective EBT customer is present and before you provide such EBT customer with any FNS, SNAP and WIC Benefits, or Cash Benefits, as applicable. You must not attempt to voice authorize a manual EBT transaction if the EBT customer is not present to sign the voucher. The EBT customer must sign the voucher. A copy of the voucher should be given to the EBT customer at the time of authorization and you should retain one copy for your records.

ii. Specified EBT customer, clerk and sales information, including the telephone authorization number, must be entered properly and legibly on the manual sales draft.

iii. AllmanualvoucherauthorizationsmustbeclearedonyourAuthorizedTerminalbefore payment of voucher will be made to you. Vouchers must be cleared within 10 Business Days after the date of applicable voice authorization. Vouchers cannot be cleared by any manner except by your Authorized Terminal therefore you should never mail vouchers requesting payment. If a voucher expires before it has been cleared by your Authorized Terminal for payment, no further action can be taken to obtain payment for the voucher.

iv. In the event that, due to EBT host failure, EBT benefit availability for an EBT customer cannot be determined at the time you request authorization, the maximum authorized manual transaction and benefit encumbrance will be $40.00 or such other state specific floor limit as set forth in the most current version of the applicable EBT Rules.

v. Except as specifically provided in the applicable EBT Rules, you will not be reimbursed and will be solely responsible for a manual transaction when you fail to obtain an authorization number from the applicable EBT service provider as set forth in this Section 30 or otherwise fail to process the manual transaction in accordance with the EBT Rules.

vi. If you have not received an authorization number in accordance with paragraph 30.2 (i) above, you may not “re-submit” a manual sales draft for payment for the same transaction.

30.3. Acceptance of Cash Benefits. If you agree to accept EBT Cards and to provide Cash Benefits, you agree to maintain adequate cash on hand to issue EBT service provider authorized Cash Benefits and will issue such Cash Benefits to EBT customers in the same manner and to the same extent cash is provided to your other customers. You may not require, and may not in your advertising suggest, that any EBT customers must purchase goods or services from you as a condition to receiving Cash Benefits, unless such condition applies to other customers as well. You may not designate and direct EBT customers to special checkout lanes restricted to use by EBT customers unless you also designate and direct other customers to special checkout lanes for Debit Cards or Credit Cards and/or other payment methods such as checks other than cash. 30.4. Interoperability. If you accept EBT Cards and provide EBT benefits (FNS, SNAP and WIC Benefits and/or Cash Benefits), you must do so for EBT customers from all states. 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

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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

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such informationBenefits. d records (included by us for threeRecords involvinglitigation. Copies

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will at all times, ups, your premises u or otherwise relait your employeesanything to the coconditions are subrovided that you m

herein shall prece federal, state, ornces to state herehis Section 30, these terms and coneement, except thnd agreements m

vices from us as i. THE WIRELESS

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stomer or applicaen approval of theo: (1) ensure the sreats or hazards tnce to any custong notification to ue of your duties un

any applicable ss”) in accordance and will not indica

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to inspect or evaated to this Agreems to receive traininntrary in this Agrebject to reasonabmay, upon written

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25

ly if our agreemen

and providing EBT

to EBT customer

ant for EBT benefe applicable state.security and confito the security or mer and (4) ensu

us as soon as posnder this Section 3state’s service Mawith the standardte that we, any stonly so long as th

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g., microfilm, etc.)hat legible paper

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benefits. conditions are fous EBT service prounder this Sectio

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nefits pursuant toy, not jointly. s creating, any rigRules, will be deelimitation this Secding Wireless

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

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n the Application.

Federal Communicection with your reating to the rules aOS Terminals and. If Wireless Equion 31 of this Agr

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than three (3) y) related to this Scopies can be re

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or to obtain any

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o this Section 30.

ghts enforceable emed third party bction 30. Service

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

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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

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elect to utilize theransArmor Services not liable to you

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mmediate action; oto you before sus

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urchase and use oment to the contra

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on’s unauthorized Networks, regard

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

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ddition to any othrmination of the aation of such agreauthority or non-rethe Wireless Servwe or our Affiliatem whatsoever by j

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

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ce provided, transe extent the terms

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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

es, liabilities, dammaterials which crelated to the su

with at least the

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K, AND WIRELESUNINTERRUPTED

vice, the followingou by Processor arespect to such s

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

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cations as set fortharmless from and ection, ownership

applicable; (b) yoss to Client’s dataages or expensescould reasonably ubject matter of tsame degree of

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suspend the Wire party; (b) complyreless Network fro

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, 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 providinincluding without s Terms for any of the agreement

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s Equipment, and DISCLAIM ALL REREE WIRELESS

3. Spec

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

ters contemplatedwith another prov

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of operation, accguages, administ

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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 Slimitation 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

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cial Provisions

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

cessibility 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 thnd 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

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under this Sectionvided that we will to operate less ths, then these Wiror Services by any laC). immediately pay

our Affiliates and W of time to be det

s Terms and may

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

tion 32 are subjecement, in which c

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

use any wireless sems onto the Wireis Section 31 (“Wrest in and to all Woftware, and you rposes set forth e of any rights in e 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

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n 31 may terminanotify you prompt

han all of the Wirereless Services Te

aw, regulation, req

to us all fees dueWireless Vendor(stermined as long

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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

ocedures, 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

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ss from or relate tormation. You wbut not less tha

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isions as if a part

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evice, gateway an

or receive batch filch files to contain truncatedreportvieredtofollowrulesor). We will provide o right, title or intein this Agreementhip in this Sectionaterials or documeterminate this Sec

mplication, estopp(i) distribute, leas

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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

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

ard. Card Member” inuser of such Card

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

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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

28

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

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ce mark of Procent of Processor an

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action. An Authoriz

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

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cessary, to facilitats Control of the U

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ermitted hereundeess appearing in ur address appea

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

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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

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Discover Network

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

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

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

owledge that issuepect to this Agreem

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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

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matter thereof, aneemed a waiver o

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

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a, MasterCard anCard and Discoveers of other Cardsment’s applicabilit

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with a party to thi

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29

Card Organization Rules: The rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related authorities, including without limitation, those of the PCI Security Standards Council, LLC and the National Automated Clearing House Association (including, with respect to EBTs, the Quest Operating Rules). Card Validation Codes: A three-digit value printed in the signature panel of most Cards and a four-digit value printed on the front of an American Express Card. Visa’s Card Validation Code is known as CVV2; MasterCard’s Card Validation Code is known as CVC2; Discover Network’s Card Validation Code is known as a CID. Card Validation Codes are used to deter fraudulent use of an account number in a non-face-to-face environment, (e.g., mail orders, telephone orders and Internet orders). Card Verification Value (CVV)/Card Validation Code (CVC): A unique value encoded on the Magnetic Stripe of a Card used to validate Card information during the Authorization process. Cash Benefits: An EBT account maintained by an Issuer that represents pre-funded or day-of-draw benefits, or both, administered by one or more government entities, and for which the Issuer has agreed to provide access under the EBT program. Multiple benefits may be combined in a single cash benefit account. Cash Over Transaction: Dispensing of cash by a merchant in connection with a Card sale, other than a PIN Debit Card transaction, for the purchase of goods or services. Chargeback: A Card transaction (or disputed portion) that is returned to us by the Issuer. Client is responsible for payment to us for all Chargebacks. Client: The party identified as “Client” on the Application. The words “Subscriber,” “you” and “your” refer to Client. Also, sometimes referred to as “Merchant.” Credit: A refund or price adjustment given for a previous purchase transaction. Credit Card: A device bearing a valid Organization Mark of Visa, MasterCard, Discover Network or American Express and authorizing the Cardholder to buy goods or services on credit and, to the extent the Schedules so provide, a valid device authorizing the Cardholder to buy goods or services on credit and issued by any other Card Organization specified on such Schedules. 1 MasterCard Credit or Debit Card, Cirrus Card, or Maestro Card. Credit Draft: A document evidencing the return of merchandise by a Cardholder to a Client, or other refund or price adjustment made by the Client to the Cardholder, whether electronic, paper or some other form, all of which must conform to Card Organization Rules and applicable law. Credit Limit: The credit line set by the Issuer for the Cardholder’s Credit Card account. Customer Activated Terminal (CAT): A magnetic stripe terminal or chip-reading device (such as an automatic dispensing machine, Limited Amount Terminal, or Self-Service Terminal) that is not an ATM. Data Usage Charge: Charged to you for our processing of Sales Data sent to us. Debit Card: See either PIN Debit Card or Non-PIN Debit Card. Dial-Up Terminal: An Authorization device, which, like a telephone, dials an Authorization Center for validation of transactions. Discount Rate: A percentage rate and/or amount charged a merchant for processing its qualifying daily Credit Card and Non-PIN Debit Card transactions, as set forth in the Application. Transactions that fail to meet applicable interchange requirements will be charged additional amounts as set forth in Section 19.1. Discover International Processing Fee: Charged per Discover settled sale (including Cash Over amounts and Cash Advance transactions) when the Card is issued in a country other than the country that the merchant is located in, excluding JCB and China Unionpay Cards. Discover International Service Fee: Charged per Discover settled sale (excluding Cash Over amounts) on transactions when the Card is not issued in the U.S. but the transaction occurs in the U.S., excluding JCB and China Unionpay Cards. Electronic Benefit Transfer (EBT): An Electronic Benefits Transfer system used to deliver certain government delivered benefits, including without limitation Cash Benefits and FNS, SNAP and WIC Benefits, to EBT customers. Electronic Draft Capture (EDC): A process which allows a merchant’s Dial-Up Terminal to receive Authorization and capture transactions, and electronically transmit them to the Processor. This eliminates the need to submit paper for processing. Factoring: The submission of authorization requests and/or Sales Drafts by a merchant for Card sales or cash advances transacted by another business. General Terms: Section of the Program Guide, including any amendments or modifications. Gross: When referred to in connection with transaction amounts or fees, refers to the total amount of Card sales, without set-off for any refunds or Credits. Imprinter: A manual or electric machine used to physically imprint the merchant’s name and ID number as well as the Cardholder’s name and Card number on Sales Drafts. Issuer: The financial institution or Card Organization 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). 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

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ent of goods or se

refer to Servicerslicable, to authoraken by Cardholdnt for all other Caresignated by Clienreement or in conectly to different utilized for Checkdirectly to differe

ant when the mertransaction elect

essing. This may bent Accounts in orde calls, for which ts. Telecommunicaon basis.

the merchant is lo

e not followed byyour transactions ded, the authoriza (without an actu

t needed, the authuthorizations (to avuired authorizatiofee can be avo

ent.

n Client and the Tird Party Agreemd conditions of thalso serve as a sin contained on th

RD PARTY A

d at a merchant lo

ned by you that is

ed to the Processwith Processor. rtain services unde): s and Confirmatiocessor and Bank.der provides perms or services. all to the Voice Ausuant to Section 2ransaction but recn an approval for t

elated to a Card t

ate a Batch of Sa

holder from, and ardless of whethe

, which may be

ervices such as pr

s, unless otherwisrize, process andders at Client’s locrds covered by thint as the account nnection with the A

Card processorsk Guarantee compent Card processo

rchant cannot obtronically in their

be done electronider to correct errothe telephone seration Card Sales a

ocated in the U.S

y a matching Viswithin 10 days f

ation must be ele

ual dollar authorihorization requesvoid the Visa Misu

on (transaction ID oided by only se

Third Parties identent, Client must c

he Third Party Agignature page to the Merchant Proc

AGREEMEN

ocation by means

s /are the sponso

sor’s system via

er the Agreement

on Page, which to

mission to a mer

uthorization Cente25 of the Agreemeceived a soft deniathe soft denial, in

transaction such

ales Drafts and Cr

other payments er the form of suc

incorporated into

repaid cards or vid

se indicated in thisd settle all Unitedcation(s) in the Us Agreement. to be debited and

Agreement. s (e.g., American panies. ors (e.g., Amex) fo

btain an Authorizahost system an

cally or by mail. ors. (See Sectionsrvice provider is pare considered Ca

. and the Card is

a settled transacfor Non Travel anectronically revers

ization). This feest must be electrouse of Authorizatiis used to match

ettling transactions

tified in the Third Pcheck the appropreement shall be the Third Party Agcessing Applicatio

NTS

s of a Cardholder-

oring or acquiring

telephone lines a

t.

ogether with the A

rchant to bill the

er or Voice Respoent. al from the respecwhich case Clien

as a copy of a S

edit Drafts (usuall

to, Client using ch evidence is in p

and made part

deo rental, has el

s Program Guide.d States Dollar d

United States, and

d credited by Pro

Express) for Au

or Authorization a

ation while the cund retransmit the

s 10.3 and 10.4).aid directly by useard Not Present S

issued outside of

ction (or in the cand Entertainmentsed within 24 hou

e can be avoidedonically reversed won System fee). the authorization s that have bee

Party Agreementsriate box or otherbinding upon Clie

greements. on and the Sched

-entered PIN in th

bank(s) for certai

and is designed t

Application and th

Cardholder’s Car

onse Unit (VRU).

ctive debit networnt assumes the ris

ales Draft or othe

ly one day’s work

a Card, includinpaper or electroni

of this Agreemen

ectronic capability

denominated Visad all other activitie

cessor or Bank fo

thorization. In thi

nd Electronic Dra

stomer is presentransaction whe

e of a Card. ThesSales.

the U.S. (i.e., U.S

ase of a cancelet (T&E) Merchanturs for face to fac

d by obtaining awithin 24 hours fo

to settled sale). An approved. If a

s. rwise indicate sucent. The Signatur

dules thereto, all o

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This EGlobaland “uassignLesseeherein(the “SAgreemLessorof the mannebureau1.1. Eqyou (trepresdeploy1.2. Ef

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1.3. Sconfor1.4. Paa) Theb) In aor the exciseaveragMPA ac) Youd) Whethan $shall ae) In thaggreg1.5. Us

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1.6. Tito the transfethat weyour na leaseexecutthen in

Equipment Lease Al Leasing), and ths” refer to Priority

ns. e hereby authorizafter imposed, ow

Settlement Accounment. Further, Ler withdraws fundsdebit. This autho

er as to afford Leu or a credit agencquipment. We aghe “Equipment”),entations or warr

yed under the Leaffective Date, Tera) This Lease A

This Lease Ato the site de

b) The term of “CommencemINDICATED.

c) You agree toDelivery Date

d) YOU ACKNCOMPATIBLAND/OR EQYOUR MERCSOFTWARE

ite Preparation. mance with the mayment of Amou

e monthly lease chaddition to the mon

Equipment, and r tax, tax prepara

ge of the estimateand/or applicable Fur lease paymentsenever any paym5.00 for each mo

also pay to us an ahe event your accgate payment requse and Return ofa) You shall ca

the manufactb) Youshallnotpc) You shall no

sublease thed) You shall co

permits requie) We or our rep) The Equipme

shall permit ug) You shall keeh) You shall pr

insurance poor total month

) If you do noconnection w

itle to EquipmenEquipment exce

erence of intellectue may request to ame and on your e of the Equipmete such documentn no contingency

Agreement (“Lease Lessee identifiey Payment System

es us or our desigwed by Lessee in nt”). In the event ossee authorizes i

s erroneously fromrization is to remassor a reasonablcy concerning Lesgree to lease to yo, according to thranties of any kindase Agreement anrm and Interim RAgreement becomAgreement remainesignated by you. f this Lease Agrement Date”), and

o pay an Interim e until the date preOWLEDGE THA

LE WITH ANOTHQUIPMENT COMPCHANT PROCES LEASED UNDERYou will prepare

manufacturer’s andnts Due.

harge is due and pnthly lease chargerelated supplies o

ation, compliance ed annual propertyFee Schedule.

s will be due despient is not made bnth during which administrative chacount is placed intuiring a collection f Equipment; Insuse the Equipmenturer. You shall m

permitanyphysicalt create, incur, as Equipment witho

omply with all govired to operate thepresentatives mayent shall remain ous to affix suitableep the Equipmentrovide proof of inolicy. The loss, dehly leases charge

ot provide such pwith insuring the E

t. The Equipmentept as expressly ual property rightsconfirm or evidenbehalf. If a court

ent, then we shall tation as we may or event whatso

se Agreement”) ised on the signaturms, LLC and its su

gnees, successorsconjunction with

of default of Lessets financial institu

m Lessee’s accounain in full force ane opportunity to assee. ou and you agree

he terms and cod as to the suitabd/or any additions

Rent. mes effective on thns in effect until al

eement begins ocontinues for the

Lease Payment ieceding the Comm

AT THE EQUIPMHER PROCESSOPATIBLE IN THESSING AGREEMR THIS LEASE AGe the installation d our specification

payable monthly, e, you shall pay, oor any services, u

expenses, but exy taxes over the c

ite dissatisfaction by you in full whenit remains unpaid

arge of $10.00 for to collections for peffort.

urance. nt to be operatedaintain the Equipmalterationormodifissume or allow to

out our prior writtevernmental laws, e Equipment at yoy, at any time, ent

our personal propee labels or stencils adequately insursurance as evide

estruction, theft, ores hereunder. roof of insurancequipment. t is, and shall at aset forth in this

s is intended by oce our ownership determines that tbe deemed to harequest to eviden

oever shall interes

s being entered inre panel of this Meuccessors and as

s or assigns (herethis Lease Agree

ee’s obligation herution to accept annt, Lessee authornd effect until Lesact. Lessee also a

e to lease from usonditions of this bility of the Equips, replacements, s

he earlier of the dal of your obligatio

n a date designe number of mont

n the amount of omencement Date.MENT AND/OR

OR’S SYSTEMS AE EVENT THAT YENT, YOU ACKNGREEMENT WITsite(s) for the E

ns and will make th

in advance. You aor reimburse us fose or activities hexclusive of taxes

course of the term

with the Equipmen due, you shall p (prorated for anyany debit we attepast due lease am

by competent anment in good opecationoftheEquipm

o exist any consen consent. rules, and regula

our facility. ter your premises erty and shall not s to the Equipmenred against loss byenced by a certifr damage of or to

e, you may be ch

all times be and reLease Agreemen

r conferred in thisof the Equipment

the leasing transaave a first lien sence such security st deemed charge

Equipment

31

to by and betweeerchant Processinssigns and the wo

einafter “Lessor”) ement by initiatingreunder, Lessee ad to charge any dizes Lessor to cresor has received authorizes Lesso

s the equipment idLease Agreemen

pment for any parsubstitutions, or a

ate we deliver anyns and all of our o

ated by us afterths indicated on t

one-thirtieth (1/30 SOFTWARE YO

AND THAT WE YOU ELECT TO NOWLEDGE THAH SAID SERVICEquipment, includihe site(s) availabl

agree to pay all asor, amounts equalereunder, includin

based on our nem of the lease. You

ent for any reasonpay us as a late cy partial month), bempt to make agaimounts, you agree

nd qualified persorating condition ament, or change t

ensually or judicia

ations relating to t

for purposes of inunder any circum

nt evidencing our oy fire, theft, and aicate naming Firs

o the Equipment s

harged a fee, on

emain, our sole annt or otherwise a

s Lease Agreement, and you irrevoca

action contemplateecurity interest on

interest. If this Leed hereunder, ho

t Lease Agreen Priority Paymenng Application (“Mords “you” and “yo

to withdraw any ag debit entries to tauthorizes debit odebit entries initiaedit Lessee’s accowritten notice fror from time to tim

dentified on the Mnt. We are provirticular purpose. T

additions thereto.

y piece of Equipmobligations under

r receipt of all rethe MPA. THIS IS

0th) of the month

OU LEASE UNDDO NOT HAVE USE ANOTHER

AT YOU MAY NOE PROVIDER. ing but not limitele to us by the con

ssessed costs for l to any taxes, ass

ng without limitatioet income. Propeu will also be cha

n. charge, an amounbut in no event moinst your Settlemee that we can rec

onnel in accordannd protect it from the installation siteally imposed liens

the use of the Eq

nspecting, examinmstances be consownership. ll other hazards.st Data Merchantshall not relieve yo

which we may m

nd exclusive propagreed in writingnt. You agree to eably appoint us ased by this Lease A the Equipment aease Agreement iowever such inter

eementnt Systems, LLC

MPA”). In this Leasour” refer to Lesse

amounts includingthe bank account

of its account for thated by Lessor to ount for an amounm Lessee of its te

me to obtain inves

MPA or such otheriding the EquipmThe term Equipm

ment to you (the “Dit have been sati

equired documenS A NON-CANCE

ly lease charge fo

DER THIS LEASANY OBLIGATIO

R SERVICE PROOT BE ABLE TO

ed to the power snfirmed shipping d

r delivery and instasessments on or on, state and locaerty taxes are calarged an annual T

nt equal to ten perore than the maxient Account that iscover a collection

ce with any operadeterioration, nor

e of the Equipmenor encumbrance

quipment. You ar

ning or repairing thsidered to be a fix

t Services Corpoou from your oblig

make a profit, as

erty, and you shag. Except as expexecute and delives your attorney-inAgreement does as of the date of tis deemed a loanrest may be char

(through its businse Agreement, theee and its permitte

g any and all salest designated by Lehe full amount duLessee’s accounnt not to exceed termination in suchstigative credit rep

r comparable equment to you “as ment includes the

Delivery Date”) or sfied. We will deli

ntation and accepELLABLE LEASE

or each day from

SE AGREEMENTON TO MAKE SUVIDER. UPON T

O USE THE EQU

supply circuits andate.

allation of Equipmarising out of this

al sales, use, propculated and char

Tax Handling Fee,

rcent of the amoumum amount pers rejected. expense charge

ating instructions rmal wear and teant, without our prios on, or part with

re also responsib

he Equipment. xture affixed to yo

ration as a loss gation to pay the

s set forth on you

all have no right, tressly provided ier to us any statem

n-fact to execute anot constitute a fithis Lease Agree despite the inten

racterized or com

ness unit First Date words “we,” “oued successors an

s taxes now due oessee on the MPAe under this Least. In the event thahe original amounh time and in sucports from a cred

ipment we providis” and make nEquipment initiall

acceptance by usiver the Equipmen

ptance by us (thE FOR THE TERM

m and including th

T MAY NOT BUCH SOFTWAR

TERMINATION OUIPMENT AND/OR

nd phone lines, i

ment. Lease Agreemen

perty, privilege anrged based on th, as set forth in th

unt due but no lesrmitted by law. Yo

of $50.00 for eac

furnished by us oar excepted. or written consenth possession of, o

le for obtaining a

ur real estate. Yo

payee under youfull purchase pric

ur fee schedule i

itle or interest in on Section 1.8, nment or instrumen

and file the same inancing and is noment, and you w

ntion of the partiesputed, exceed th

a r” d

or A e

at nt h it

e o y

s. nt

e M

e

E E F R

n

nt d e e

ss u

h

or

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all

u

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n

or o nt n

ot ill s, e

highes1.7. Rereturn accordbe ten be fifteshall bmonthterminEquipmmay coyou ag1.8. Sproces“Softw1.9. Lidamagor servwith thindirec1.10. W

a

b1.11. Ioperatliabilitie1.12. D

a

b

1.13. ALease Lease Priority1.14. Lsuch rany guon suc1.15. GYork (wthe apremain1.16. Naddres1-877- 1.17. EThis Lundersall sucLease

st rate permissibleeturn or Purchasthe Equipment to

dance with the follpercent (10%). If

een percent (15%be twenty percent ly lease paymentate and return thement to us no lateollect any amountgree to pay the amSoftware Licensesses embodied in

ware”), and you shaimitation on Liabge or injury to persvice to it, or by anhis Lease Agreemct, incidental, specWarranties. a) All warranties

suitability, meb) You warrant Indemnification. tion, use, conditioes, damages or eDefault; Remediea) If any debit o

if you defaultany of our afagreement wwould include

b) Upon the occunder this Leand are due lease period bargain. Upoapplicable, ofor our costs entitled to recour possessiamounts we amounts oweentered into Account; Sec

Assignment. YouAgreement, any Agreement after

y Payment SystemLease Guaranty.ight of subrogatio

uarantor is herebych indebtedness dGoverning Law; without applying i

ppropriate state ofn valid and enforceNotices. All noticss appearing on th-257-2094.

Entire AgreemenLease Agreementstandings and canch counterparts ta

Agreement by fac

e under any law wse of Equipmento us; (b) purchaseowing: If the termf the term of this le). If the term of th(20%); or (c) afte

t. If Client does ne equipment to FDer than the tenth bts due to us unde

mounts owed to use. We retain all on or provided in call have only a nobility. We are not sons or property cny interruption of

ment shall not exccial or consequent

s, express or implerchantability, fitnthat you will only You shall indemn

n, liens against, oxpenses result fro

es. of your Settlementt in any material rffiliates or joint venwith us or with an e a default resultincurrence of any dease Agreement,

and payable, or together with the

on any such termur recovery of theof collection, cou

cover any amounon or control, or wmay owe to you,

ed to us under thisan MPA any fund

curity Interest” secu may not assign transfer of voting its execution to F

ms, LLC shall hav No guarantor sh

on is hereby waivey subordinated to due to you from a Venue; Miscellanits conflicts of lawf federal court loceable.

ces must be in whe MPA, and if to

t. t constitutes the n be changed onlyaken together shacsimile shall be ef

hich a court of co at End of Leasee the Equipment of this Lease is foease is thirty-six (his lease is twentyr the final lease pa

not want to continDGL. If we terminbusiness day afterr this Section 1.7 s promptly upon oownership and coconnection with thon-exclusive licens

liable for any losscaused by the Equservice or loss ofeed the aggregattial damages. The

lied, made to you ess for a particulause the Equipmennify and hold us hor return of the Eqom our gross negl

t Account initiatedrespect in the perntures, any such eaffiliate or joint ve

ng from early termefault, we may atrepossess the Eq(ii) accelerate anfair market value

mination for defaue Equipment, inclurt costs, as well ats due to us undewithin the possessin any case withos Lease Agreemeds held or availabction of the MPA, or transfer this Lecontrol of you or

First Data Global e no further obliga

hall have any righted and released. Aall of your presenguarantor until theneous. This Leas

ws principles). Thecated in Suffolk C

riting, and shall bo us at 4000 Cora

entire Agreemey by a written agrell be deemed to cffective as delivery

SCHED Initially O

mpetent jurisdictioe Period. Upon thfrom us for its thorty-eight (48) mo36) to forty-seven

y-four (24) to thirtyayment has been

nue to rent the Eqnate the lease purr termination, or reby debiting your

our request. opyright interest he Equipment othse to use the Softws, damage or expuipment. We are nf use of the Equipte lease amount pe remedies availab

or any other persar purpose, quiet ent for commercialharmless from anquipment or (b) anligence or willful m

d by us is rejectedrformance or obseevent shall be a denture to which w

mination of the MPt our option, effectquipment and prond declare immede of the Equipmenult, we may procuding entering onas applicable shiper this Lease Agresion or control of

out notifying you pent by obtaining dble as security foif applicable.

ease Agreement, your parent shallLeasing (FDGL),

ation under the Let of subrogation toAll indebtedness tnt and future oblige obligations due se Agreement shae exclusive venue

County, New York

be given (a) if senl Ridge Drive, Co

nt between the eement signed byconstitute one andy of a manually ex

ULE B Omitted

32

on shall, in a final he completion of yhen fair market vaonths or more, then (47) months, they-five (35) months received by FDGquipment, then Crsuant to Section emit to us the fair bank account, an

in and to all comher than those owware in your operense of any kind not liable for the upment or resultingpaid to us for the ble to you under t

son are hereby disenjoyment, or nonpurposes and wil

nd against any anny breach by you misconduct.

d when due, or if yervance of any obdefault hereunder.we are a party wilPA. tive immediately w

oceed in any lawfdiately due and pant (as determined ceed in any lawfuto your premises ping, repair and r

eement by charginour affiliates or jorior to doing so. Wirectly from an aff

or payment under

by operation of la be considered a, a business unit ease Agreement.o any of our rightthat exists now or

gations, and thoseto us are paid and

all be governed bye for any actions ok. If any part of th

nt by mail, when ral Springs, Florid

parties with respy all parties. This Ld the same instruxecuted counterpa

S Ini

determination, deyour lease term oralue, calculated ae buyout option ase buyout option ass, the buyout optio

GL, the AgreemenClient will be oblig

1.12(b) due to a dmarket value of td to the extent we

mputer software, wned or licensed ration of the Equipor nature caused

use or maintenancg loss of business

particular Equipmthis Lease Agreem

sclaimed, includinn-infringement. ll not use the Eqund all losses, liabiof any of your ob

you otherwise failbligation or provis. Without limiting l be treated as a

without notice, eitful manner againsayable all monthlby us), not as a p

ul manner to obtto recover the Eq

refurbishing costs ng your Settlemenoint ventures, or bWithout limiting thefiliate or joint ventthe terms of the

aw or otherwise, wn assignment or tof First Data Mer

ts in the Equipmer arises after the ee of your guarantod satisfied in full.

y and will be constor claims arising

his Lease Agreem

received, and (bda 33065. Attn: Le

pect to the EquiLease Agreementument. Delivery ofart of this Lease A

SCHEDULE Citially Omitte

eem applicable her any extension thas a percentage os a percentage of s a percentage of on as a percentagt will revert to a m

gated to provide Fdefault by you, ththe Equipment as e are unable to ob

related documen by the manufact

pment. directly or indirec

ce of the Equipmes. Our liability arisment involved. In ment are your sole

ng without limitatio

ipment for any hoilities, damages a

bligations hereund

to pay us any amsion of this Leasethe foregoing, anydefault under this

ther (i) terminate tst you for collectioly lease charges penalty but as liqain satisfaction oquipment. In any of recovered Equ

nt Account or any by setting off amoe foregoing, you ature to which we a MPA, including f

without our prior wtransfer of this Lerchant Services C

ent or this Lease Aexecution of this Lor, to us, and no p

trued in accordanunder or related t

ment is not enforc

b) if sent by couriease Department

pment, supersedt may be executedf an executed couAgreement. EX

C ed

ereto. ereof, you will havof the aggregate the aggregate leathe aggregate lea

ge of the aggregamonth by month reFDGL with 30 dahen you shall imm determined in gobtain full satisfact

ntation, technologturer of the Equip

ctly by the Equipment, its failure to opsing out of or in ano event shall w

e and exclusive re

on, any warranties

ousehold or persoand expenses resder, except to the

mounts due hereue Agreement or ay default by you us Lease Agreeme

this lease and ouon of all charges for the remaindeuidated damagesof the amounts ocase, you shall a

uipment. You agrey other funds of younts that you oweagree that we areare a party and wfunds available u

written consent. Foease Agreement. WCorporation. After

Agreement or agaLease Agreementpayment shall be

ce with the laws oto this Lease Agreeable, the remain

er, when delivere. Customer Servic

des any previousd in any number ounterpart of a sign

ve the option to (alease payments i

ase payments shaase payments shaate lease paymentental at the existinay written notice tmediately return thood faith by us. Wion in this manne

gy, know-how anpment (collectivel

ment, including anperate, any repair

any way connectewe be liable for anemedies.

s regarding quality

nal purposes. sulting from (a) thextent any losses

under when due, ony agreement witunder a processinent. Such a defau

r future obligationthat have accruer of the applicabl

s for our loss of thowed to us and, also be responsiblee that we shall bours that come inte to us against an entitled to recoveith which you havnder the “Reserv

or purposes of thiWe will assign thir such assignmen

ainst you, and ant between you anmade or accepte

of the State of Neweement shall be ining provisions w

ed; if to you at thce toll free numbe

s agreements anof counterparts annature page of thi

a) n

all all ts g o e e r,

d y

y rs d y

y,

e s,

or h g lt

s d e e if e e o y

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All payyou haSettlemSystemClient transfeand torespecwhich Bank uunlessopportbe susClient.

Automfinancinot thethe tim

If Clienbe billewill beDiscovYour ina. Anyb. Thec. IncrprovideThe diDiscovA MonServiceIn addthe apThe pabreachexpirataccuraprobabrestrictClient’sIn the DefaulClient’sPursuareturn calendin caleup with(TIN) twithhobusine

PriorityP.O. BAlpharAttn: CImportIf this aInitiatioreason

PART

A.1

A.2. F

A.3.

A.4. A

yments to Client save designated orment Account desms, LLC can guarahereby authorizes

er and to authorizo authorize your fct to the source ofmay exist with Clunder terms of ths and until Prioritytunity to act on it. spended until Clie Client’s Settleme

mated Clearing Hoial institution withie Bank, your Mas

me a batch is recei

nt’s MasterCard, Ved the fee indicat charged the Enh

ver Network Qualinitial MasterCard,y increases or dece appropriate interreases in any apped by Priority Payscount fees show

ver Network volumnthly Minimum Proe Fee Schedule.) ition to the PIN Deplicable debit netwarties further agrhes this Agreemention of the applic

ately estimate. Acble loss or financiats, alters or affects receipt of Servicevent that Client tlt, Client will be cs obligation with rant to Section 605for each calendar

dar year. Accordinendar year 2011. Ihholding by deduto the payor, or (bolding, it is very imess.

y Payment SystemBox 246 retta, GA 30009-0Chief Operating Oftant Phone Numbeapplication for buson, P.O. Box 246ns for the denial w

T lll: ADDIT

1. Electronic Fu

Funding Acknow

Additional Fees

Addresses for N

shall be through thr any successor asignated pursuantantee the time fras Bank and its au

ze your financial ininancial institutionf any funds in the ient as well as to is Agreement wh

y Payment SystemIn addition, Client

ent either (i) notifieent Account must

ouse (ACH). Youn two (2) Busines

sterCard, Visa andived by Processor

Visa and Discovered in the Mid-Qua

hanced Billback Rfied Rate agreed Visa and Discovereases in the inte

rchange level as isplicable sales or tyment Systems, Lwn in Section 9 or me. ocessing Fee will

ebit Card transactwork. ree and acknowlent by improperly tecable term of the ccordingly, the paal harm cause by ts the amount of tcers’ calculation oterminates this Ag

charged a fee for respect to the Mon50W of the Internr year beginning J

ngly, you will recen addition, amouncting and withhol

b) if the IRS notifiemportant that you

ms, LLC:

0246 fficer ers: (See also Sesiness credit is de, Alpharetta, GA 3

within thirty (30) da

TIONAL IMP

nding Authoriza

wledgement

s and Early Ter

Notices

he Automated Cleccount designatedt to the preceding

ame in which paymuthorized represennstitution to blockn to provide suchDDA, is irrevocabany fees and assether arising duri

ms, LLC and Bant shall be chargedes Priority Paymebe able to proces

r funds for Mastess Days from the td Discover Networ. The Federal Re

r Network transacalified Discount fie

Rate on the volumto in Section 9 of er Network rates archange and/or ass consistent with telecommunicationLC when such cos10 as applicable,

l be assessed im

tion fees set forth

edge that, in adderminating it priorAgreement due

arties have agreedsuch termination

this fee, the Damof the amount duegreement within thsuch early termi

nthly Minimum Proal Revenue CodeJanuary 1, 2011 rive a Form 1099 nts reportable undding income tax fes the payor that provide us with th

ections 3.3 and 5.4enied you may ob30009-0246, withiays of receiving yo

PORTANT IN

ation

mination

earing House (“ACd to receive provig sentence will bement may be credntative to access

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