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Home My WebLink AboutC-8609-2 - PSA for Banking and Merchant Card Processing ServicesU.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT Table of Contents U.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT...................................................3 1. SERVICES; COMPLIANCE WITH APPLICABLE LAWS AND CARD NETWORK RULES................3 1.1 SERVICES......................................................................................................................................................3 1.2 COMPLIANCE WITH APPLICABLE LAWS AND CARD NETWORK RULES..........................................................3 1.3 CHASE PAY...................................................................................................................................................4 2. AUTHORIZATION AND SETTLEMENT.......................................................................................................5 2.1 SUBMISSION OF DATA..................................................................................................................................5 2.2 AUTHORIZATIONS.........................................................................................................................................5 2.3 MERCHANT'S SETTLEMENT ACCOUNT.........................................................................................................5 2.4 TRANSFER OF SETTLEMENT FUNDS..............................................................................................................5 2.5 COLLECTION OF AMOUNTS DUE...................................................................................................................6 2.6 RESERVE ACCOUNT......................................................................................................................................6 3. ONLINE REPORTING.......................................................................................................................................7 4. FUTURE DELIVERABLES, INSTALLMENT SALES, AND DEFERRED PAYMENT; REFUNDS; CHARGEBACKLIABILITY.............................................................................................................................7 4.1 FUTURE DELIVERABLES...............................................................................................................................7 4.2 REFUNDS......................................................................................................................................................7 4.3 CHARGEBACK LIABILITY..............................................................................................................................7 5. FEES; ADJUSTMENTS......................................................................................................................................7 5.1 SCHEDULE A................................................................................................................................................7 5.2 PRICE ADJUSTMENTS....................................................................................................................................8 6. TERMINATION..................................................................................................................................................8 6.1 TERM............................................................................................................................................................8 6.2 EVENTS OF DEFAULT....................................................................................................................................8 6.3 OTHER TERMINATION EVENTS.....................................................................................................................8 6.4 BUDGET APPROPRIATIONS............................................................................................................................9 6.5 ACCOUNT ACTIVITY AFTER TERMINATION..................................................................................................9 7. INDEMNIFICATION ..........................................................................................................................................9 8. CONFIDENTIAL INFORMATION; USE OF DATA; CARD INDUSTRY COMPLIANCE ......................9 8.1 CONFIDENTIALITY........................................................................................................................................9 8.2 USE OF DATA.............................................................................................................................................10 8.3 PAYMENT CARD INDUSTRY COMPLIANCE.................................................................................................. It 8.4 ACCESS TO INFORMATION..........................................................................................................................1 1 9. INFORMATION ABOUT MERCHANT AND MERCHANT'S BUSINESS...............................................11 9.1 ADDITIONAL FINANCIAL INFORMATION..................................................................................................... 11 9.2 OTHER INFORMATION................................................................................................................................. 12 10. CHASENET AVAILABILITY.........................................................................................................................12 11. LIMITATIONS OF LIABILITY; DISCLAIMER OF WARRANTIES.......................................................12 12. MISCELLANEOUS...........................................................................................................................................12 C.S. Select Government Merchant Processing Agreement - Rev. 1/26/2018 df IiV"I'ERNAL PAYMENTECH USE Merchant Name: Page I of 17 12.1 TAXES........................................................................................................................................................ 12 12.2 SECTION HEADINGS....................................................................................................................................13 12.3 ASSIGNMENT; OTHER EVENTS....................................................................................................................13 12.4 PARTIES; INDEPENDENT CONTRACTOR.......................................................................................................13 12.5 REPRESENTATIONS.....................................................................................................................................13 12.6 PUBLICITY..................................................................................................................................................13 12.7 SEVERABILITY............................................................................................................................................13 12.8 WAIVERS....................................................................................................................................................13 12.9 ENTIRE AGREEMENT.................................................................................................................................. 14 12.10 NOTICES.....................................................................................................................................................14 12.11 GOVERNING LAW; WAIVER OF RIGHT TO CONTEST JURISDICTION; WAIVER OF JURY TRIAL.....................14 12.12 FORCE MA.IEURE........................................................................................................................................14 12.13 AMENDMENT..............................................................................................................................................14 12.14 COUNTERPARTS AND ELECTRONIC SIGNATURE..........................................................................................14 12.15 MERCHANT TAXPAYER CERTIFICATION AND CMS REPORTING OBLIGATIONS .......................................... 14 13. SURVIVAL.........................................................................................................................................................15 14. DEFINITIONS....................................................................................................................................................15 SCHEDULEA: FEES.................................................................................................................................................18 SCHEDULE B: CERTAIN SPECIFIC CARD NETWORK REQUIREMENTS................................................22 INTERNAL PAYMENTECH USE Merchant Name: C.S. Select Government Merchant Processing Agreement - Rev. 1/26/201 2 of 17 CHASE! i J.P. Morgan U.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT THIS U.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT (the "Agreement") is entered into by and between JPMorgan Chase Bank, N.A., a national banking association ("Chase"), Paymentech, LLC, ("Paymentech") a Delaware limited liability company (Paymentech together with Chase, comprise Chase Merchant Services or "CMS"), and the City of Newport Beach, a California municipal corporation and charter city ("Merchant"). WHEREAS, Chase is a member of several Card Networks and CMS is authorized, through Chase, to process the Merchant's Transactions; and WHEREAS, Merchant wishes to accept Cards from its Customers as a method of payment for goods or services offered by Merchant; ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this Agreement, CMS and Merchant agree to the following terms and conditions intending to be legally bound: Services; Compliance with Applicable laws and Card Network Rules. 1.1 Services. CMS agrees to provide authorization, conveyance, settlement and related services with respect to Merchant's Transactions, together with those additional ancillary services identified or described in any schedule, addendum or amendment hereto (the "Services"). The parties acknowledge that the pricing set forth in this Agreement, and CMS' ability to provide the Services set forth herein is dependent upon satisfactory completion of a technical discovery process related to Merchant's specific technical implementation requirements. In the event that such process reveals any significant costs, expenses, development requirements or technical obstacles not currently known to CMS and which materially impact CMS' ability to implement and provide the Services for Merchant (or the cost to CMS of doing so), the parties agree to discuss such issues in good faith in an attempt to resolve such issues; provided, however, that in the event that such matters cannot be resolved in a manner satisfactory to CMS, CMS shall be entitled to terminate the Agreement with no further obligation hereunder. Except as otherwise agreed in writing between the parties, this Agreement shall apply only to Merchant's Transactions originating in the U.S. 1.2 Compliance with Applicable Laws and Card Network Rules. Merchant agrees to comply with all Card Network Rules for any Card accepted by Merchant, including, without limitation, those specific Card Network Rules required by the Card Networks to be included in every processing agreement which are set forth on Schedule B: Certain Specific Card Network Requirements attached hereto. Merchant shall not, through act or omission, cause CMS to violate any Card Network Rules. Merchant shall perform its obligations under this Agreement in compliance with all applicable federal, state and local laws and regulations and shall not submit any Transaction that it knows to be illegal. Merchant acknowledges receipt of the Chase Requirements and agrees to abide by the Chase Requirements with respect to all Chase Transactions. CMS reserves the right to refuse to process any Transaction prepared in violation of any provision of this Agreement, applicable law, or the Card Network Rules. . Merchant agrees to pay any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Card Networks on Merchant or CMS as a result of Merchant's actions, omissions, Transactions or Chargebacks, including without limitation, Merchant's failure to comply with the Card Network Rules, Chase Requirements, this Agreement or Security Standards (the "Card Network Liabilities"). CMS shall provide Merchant with prompt written notification of any Card Network Liabilities of which it receives notification from the Card Networks. In the event that Merchant desires to contest or appeal any such Card Network Liabilities, and such contest or appeal is permitted under the applicable Card Network Rules, CMS shall reasonably assist and cooperate with Merchant, and reasonably advocate on Merchant's behalf, in connection with such contest or appeal, provided, however, that Merchant shall be responsible for the payment of any appeal fees or other direct costs associated therewith. U.S. Select Government Merchant Processing Agreement - Rev. 1/26/2018 df INTERNAL PAYMENTECH USE Merchant Name: Page 3 of 17 1.3 Chase Pay If CMS makes Chase Pay available to Merchant and Merchant decides to implement Chase Pay, then the terms of this Section shall apply to the Parties: (a) Support. Merchant and CMS shall integrate, implement and support Chase Pay, and accept Chase Pay Transactions: (i) at Merchant's retail Points -of -Sale (via the Chase Pay Application and/or the Merchant Application, if any), (ii) within the Merchant Application (if any), or (iii) on any of Merchant's online or mobile ecommerce website(s) (via the Chase Pay "button"). (b) Technical and Security Requirements. CMS will provide or make available to Merchant all technical specifications and requirements (including, but not limited to, all required software development kits ("SDKs")) and security requirements (including, without limitation, Chase's authentication requirements for any Merchant mobile-application(s) in which Chase Pay is enabled), and Merchant shall comply with such specifications and requirements in connection with the development, testing, enablement, operationalization, and processing of Chase Pay Transactions. To the extent Merchant utilizes any fraud screening or prevention technologies, tools or other measures with respect to its Transactions, Merchant agrees to utilize the same technologies, tools or measures for its Chase Pay Transactions (to the extent such technologies, tools or measures can be reasonably applied to Chase Pay Transactions). (c) Acceptance Technologies. Except as may otherwise be agreed between the parties, CMS shall provide or license (or sublicense) to Merchant, and Merchant shall use, the Acceptance Technologies in connection with acceptance of Chase Pay Transactions at the Point of Sale. Without limiting the generality of the immediately preceding sentence, Merchant represents, warrants and covenants that when processing Chase Pay Transactions at a Point of Sale, (i) any data or information (including, without limitation, Card Information and other payment credentials) captured, obtained or processed by Merchant from or through the Acceptance Technologies in connection with a Chase Pay Transaction will pass through Merchant's systems only on a transitory basis and will not be retained, stored, copied, or saved (including on any backup system or server's random access memory memory), and (ii) Merchant will not (and will not attempt to) reverse engineer, encrypt or decrypt, reveal, convert to readable form or otherwise access any information or data captured from or during transmission by or through the Acceptance Technologies other than as expressly permitted by the applicable Acceptance Technologies specifications; provided, however, that the foregoing shall not prevent Merchant from receiving, utilizing, retaining, storing and/or saving any payment tokens or other Chase Pay Transaction Data which CMS may provide to Merchant separately and apart from its use of the Acceptance Technologies for use in connection with the processing of post -transaction activity (e.g. refunds, recurring billing, etc.). If the applicable Acceptance Technology is licensed by CMS from a third party, then the applicable Acceptance Technologies may include pass-through sublicense terms that Merchant must comply with. The Acceptance Technologies provided by CMS to Merchant may be updated from time to time, and Merchant will implement each such update communicated by CMS to Merchant within six (6) months of the update being received by Merchant, or such shorter time as CMS may require in its commercially reasonable discretion if necessary to address a third party claim of intellectual property infringement or to remediate a significant security, interoperability, or functional defect. (d) Intellectual Property and Trademarks. CMS and its respective licensors will retain ownership of all of their trademarks, service marks and logos, and SDKs, application program interfaces ("APIs") and other technology developed, acquired or licensed by any of them (other than any SDKs, APIs or technology licensed to CMS by Merchant or its affiliate under this Agreement), and all derivative works thereof and all related intellectual property rights therein (collectively "Chase IP"). Except for any license expressly provided in this Agreement, nothing in this Agreement grants or transfers to Merchant any rights in Chase IP. No party will use any other party's trademarks or service marks in any marketing materials without the other party's prior written approval, and a party may withdraw any such approval(s) by giving the other party reasonable prior notice of the same. Any party's use of the other party's trademarks under this Agreement shall be limited to the approved use, for the marketing, promotion, and administration of the acceptance of Chase Transactions, and in compliance with such other party's current brand guidelines, as the same may be provided by each party to the other from time to time. Notwithstanding the foregoing, Chase shall be entitled to identify Merchant by name as a Chase Pay acceptor, and specify Merchant locations accepting Chase Pay (by address or otherwise), including, without limitation within a directory of Chase Pay acceptors, on a map displaying each location) within the Chase Application or on Chase's website. U.S. Select Government Merchant Processing Agreement - Rev. INTERNAL PAYNIENTECH USE Merchant Name: Pa, 4 of 17 (e) Non -Discrimination and Complaints. Merchant agrees that it will not in any way discourage Chase Pay usage or discriminate against or disadvantage Chase Pay or Chase Pay Transactions (relative to customers using, or Transactions involving, other payment methods), including, without limitation, by excluding them from receiving or participating in any discounts, rebates, savings, offers, incentives, or loyalty program benefits, points or rewards, which may offered by Merchant to its Customers using other methods of payment. Merchant will reasonably notify CMS of any material issues or complaints of Chase Customers related to the acceptance of Chase Pay Transactions at Merchant and to address any such issues that require such cooperation to resolve. Merchant shall cooperate reasonably (such cooperation including, but not limited to, making any requested or required changes) with any CMS inquiry or concern regarding Merchant's or CMS' compliance with any applicable law with respect to this Agreement. 2. Authorization and Settlement. 2.1 Submission of Data Merchant shall submit all of its Transactions to CMS electronically in accordance with CMS' standard protocols, specifications, formats and procedures for the creation and transmission of data to CMS. CMS shall not be liable or responsible for (i) the authenticity, or accuracy, of transaction data received from Merchant, or (ii) the corruption, loss, alteration, theft, or destruction of Transactions or Transaction data, during transmission of such data to CMS (by Merchant or its service provider), and CMS shall be entitled to rely on data received from or on behalf of Merchant in the discharge of its obligations hereunder. 2.2 Authorizations. Merchant shall obtain an authorization code through CMS for each Transaction and CMS reserves the right to refuse to process any Transaction presented by Merchant unless it includes a proper authorization. Merchant acknowledges that authorization of a Transaction does not constitute a representation from CMS, a Card Network, or a card issuing bank that a particular Transaction is in fact valid or undisputed. 2.3 Merchant's Settlement Account. Merchant shall designate and maintain one or more accounts to be used exclusively for business purposes and that are capable of receiving ACH or wire transfers and that permits CMS to debit and credit such account for amounts due under this Agreement (collectively referred to as "Settlement Account"). During the term of this Agreement, and for 180 days thereafter or such longer period of time as CMS may notify Merchant is reasonably required for the payments of amounts due under this Agreement. Merchant shall not close or revoke its consent to debit its Settlement Account without giving CMS at least five (5) business days' prior written notice and designating another Settlement Account. Merchant shall be liable for all fees, costs, and overdrafts associated with the Settlement Account. Merchant authorizes CMS or its authorized agent(s) to initiate electronic credit and debit entries (via ACH, wire transfer, or other means) to the Settlement Account, or to any other bank account designated by Merchant in writing, at any time and from time to time, for amounts due under this Agreement, without regard to the source of any monies therein, and this authority will remain in full force and effect until all amounts which are or may reasonably become due from Merchant under this Agreement have been paid in full. 2.4 Transfer of Settlement Funds. CMS shall submit Merchant's Transactions to the applicable Card Network. Promptly after CMS receives funds for Merchant's Transactions from the applicable Card Network, CMS will fund the Settlement Account. Transactions received after the established cutoff time will be combined with the next business day's transactions. CMS will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, without limitation, delays or errors by the Card Networks or Merchant's bank. The funds payable to Merchant in this Section shall be equal to the total Transaction amounts minus the sum of the following: (a) all fees, charges, and other amounts described on Schedule A or that Merchant has otherwise agreed to pay; (b) all Chargebacks and Refunds; (c) any required Reserve Account amounts; (d) any Card Network Liabilities. Merchant agrees that all fees and other amounts are due and payable at the time the Services are performed or such fees or amounts are incurred. In the event CMS does not deduct any such amounts from Merchant's proceeds when such amounts first become due and payable, CMS may collect such amounts in any manner set forth for the collection of amounts due, as set forth in this Agreement._Furthermore, Merchant agrees to reimburse Paymentech, Member, the Card Network, and their respective affiliates, officers, directors, employees, agents, and sponsoring banks from any U.S. Select Government Merchant Processing Agreement - Rev. 1/26/2018 df INTERNAL PAYMENPECH USE Merchant Name: Page 5 of 17 losses, liabilities, and damages of any and every kind (including, without limitation, Paymentech's costs, expenses, and reasonable attorneys' fees) arising out of any claim, complaint, or Chargeback (a) made or claimed by a Customer with respect to any Transaction or Transaction data submitted by Merchant; (b) caused by Merchant's noncompliance with this Agreement or the Card Network Rules (including without limitation any breach of a representation or warranty made by Merchant or Merchant's failure to comply with the Security Standards); (c) resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or (d) related to Merchant's placement or the placement of any person owning or controlling Merchant's business in one or more databases of terminated or high risk merchants maintained by the Card Networks. The obligations provided for in this Section shall survive termination of this Agreement and do not apply to any claim or complaint to the extent they are caused by Paymentech's own negligence or willful misconduct. 2.5 Collection of Amounts Due. In addition to any other rights and remedies CMS may have under this Agreement, CMS may pursue one or more of the following options with respect to amounts due under this Agreement: (a) withhold all or some of Merchant's settlement funds (or any other funds that would otherwise be payable by CMS to Merchant) and apply them against the amounts due. (b) debit the Settlement Account for the amounts due; (c) request and receive prompt payment for such amounts; and (d) apply funds held in any existing Reserve Account against the amounts due. 2.6 Reserve Account. If: (a) Merchant begins accepting payment in advance of the shipment of goods or fulfillment of services, or materially increases the amount of time between Merchant's acceptance of payment and the anticipated shipment or delivery of goods or fulfillment of services; (b) Merchant receives a number of Chargebacks in excess of 1% of its total number of Transactions over a period of sixty (60) or more consecutive days, or CMS is notified by any Card Network of Merchant's inclusion in any chargeback monitoring or similar risk-based program, or of any Card Network Liabilities to be assessed as a result of Merchant's Chargebacks; (c) CMS has received notification from any Card Network(s) or has otherwise become aware of any material violation of the Card Network Rule(s), causing CMS to believe that it is reasonably likely to be subject to Card Network Liabilities; (d) either party provides notification of non -renewal or termination of this Agreement, or this Agreement is terminated for any reason; or (e) required by CMS, and communicated to Merchant in writing prior to the execution of this Agreement, as a condition of CMS' entering into this Agreement and communicated in writing to Merchant; then CMS may designate an amount of funds that shall be funded by Merchant and maintained by CMS to protect CMS against the reasonably anticipated risk associated with Merchant's account (such funds being hereinafter referred to as the "Reserve Account"). Any required Reserve Account shall be due upon request, and may be collected by CMS in any manner provided in this Agreement for the collection of amounts due. The amount of such Reserve Account shall not exceed the sum of (i) one month's average fees including without limitation, processing fees, interchange assessments and third -party fees collected by CMS; plus (ii) one month's average monthly Chargebacks multiplied by six; plus (iii) one month's average monthly Refunds multiplied by two; plus (iv) the aggregate value of Transactions, if any, submitted by Merchant to CMS with respect to goods and/or services not yet delivered to Customers; plus (v) the amount of any Card Network Liabilities reasonably anticipated by CMS. For purposes of this calculation, each monthly average shall be calculated over the immediately preceding consecutive twelve (12) month period (or, if CMS has not yet been processing for Merchant for twelve (12) consecutive months, such shorter period of time as CMS may have been processing for Merchant or the parties may otherwise agree). CMS may (but is not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable by CMS to Merchant against, the satisfaction of any amounts due from Merchant pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by CMS, will not bear interest, and may be commingled with other funds, (but will be accounted for separately). Merchant shall have no interest in the Reserve Account other than a contingent right to receive funds, as set forth below. Reserve Accounts (and CMS' right to require a Reserve Account U.S. Select Government Merchant Processing Agreement - Rev. 1/26/2018 df IN-FERNAL PAYMENTECH USE Merchant Name: Pape 6 of 17 after termination of this Agreement as set forth above) shall survive termination of the Agreement. Upon satisfaction of all of Merchant's reasonably anticipated obligations under this Agreement and the expiration of the applicable timeframes for Chargebacks (as set by the various Card Networks), CMS will return to Merchant any unused funds remaining in the Reserve Account. In addition, upon Merchant's request from time to time, but in no event more than once per month, CMS will review the risk associated with Merchant's account and as needed adjust the amount currently held in the Reserve Account and return to Merchant any funds in the Reserve Account which CMS no longer believes to be reasonably necessary to cover the remaining risk. 3. Online Reporting. CMS will provide online access to reporting reflecting the activity of Merchant's account(s) and allowing Merchant to generate detailed statements of such activity. Merchant agrees that it has responsibility to monitor its account activity and that it waives all claims against CMS for any errors that are not reported to CMS within 180 days from the posting of the activity in Merchant's online account report. 4. Future Deliverables, Installment Sales, and Deferred Payment; Refunds; Chargeback Liability. 4.1 Future Deliverables. Unless Merchant has notified CMS on its Application or CMS has otherwise agreed in writing in advance, Merchant shall not submit Transactions to CMS (including in connection with any installment sales or deferred payment plans) until (i) the goods are delivered or shipped or (ii) the services are performed. The foregoing restriction applies to installment sales, deferred payment plans and recurring transactions. 4.2 Refunds. To the extent required by the Card Network rules, Merchant shall maintain a written policy with regards to Refunds and shall disclose or make available such policy to its customers. Upon request, Merchant shall make such policy available to CMS. Merchant shall not accept any payment from a Customer as consideration for issuing a Refund. Except to the extent permitted by the Card Network Rules or expressly required by applicable law, Merchant shall not give cash (or cash equivalent) refunds to a Customer in connection with a prior Transaction. Unless otherwise required by the Chase Requirements or Card Network rules, any Refunds shall be prepared and submitted to CMS within three (3) days of Merchant's approval of Customer's request for such Refund. Merchant has liability for all Refunds it submits or submitted by its representatives. Merchant shall have liability for all Refunds submitted by Merchant, its employees, agents or representatives. In addition, Merchant shall have liability for Refunds submitted by third parties using Merchant's identification number without Merchant's authorization, except where such third party obtained Merchant's identification number as a result of the negligence of CMS. 4.3 Chargeback Liability. Merchant shall have full liability for all Chargebacks assessed to CMS in accordance with the applicable Card Network Rules; provided, however, that (i) in the event that any Chargeback is ultimately reversed in favor of Merchant, CMS shall refund Merchant for the amount thereof, and (ii) Merchant shall not be liable for Chargebacks resulting from consumer -initiated, fraudulent Chase Pay Transactions made at Merchant except to the extent that Merchant or any of its employees, affiliates, agents, vendors or Service Providers is complicit in the fraudulent activity. For purposes of the foregoing, consumer -initiated fraudulent Chase Pay Transactions means sales that are initiated through activities such as the unauthorized use of a lost/stolen mobile device or other unauthorized use of a Chase Card to process a Chase Pay Transaction at Merchant. Merchant shall use reasonable efforts to provide CMS with all necessary data relating to the investigation and management of the fraud that is reasonably requested by CMS (such data to be used by CMS for fraud protection and prevention purposes only). 5. Fees; Adjustments. 5.1 Schedule A. Merchant shall pay all fees and amounts (e.g. interchange and assessments) set forth on Schedule A. Unless otherwise indicated on Schedule A, Merchant shall be solely responsible for all communication expenses required to transmit Transactions to CMS. For each file or batch submitted by Merchant, CMS will group the Transaction data by Transaction characteristics, including, without limitation, type of Transaction, method of payment, and interchange C.S. Select Government Merchant Processing Agreement - Rev. 1/26/2018 df INCERMAL PAYMENTECH USE Merchant Name: Page 7 of 17 qualification category. For each such group, CMS will calculate the applicable fees to two decimal places. The fees for each will be rounded to the nearest full cent using conventional mathematical rounding logic for currency. 5.2 Price Adjustments. Fees set forth in this Agreement are based upon Merchant's annual volume, average Transaction size, as set forth in Schedule A, or in any amendment to this Agreement, and other information provided by Merchant. To the extent any of the foregoing proves to be materially inaccurate, CMS may modify Merchant's pricing set forth in this Agreement upon thirty (30) days' prior written notice; provided, however, that in such event, Merchant shall be entitled to terminate this Agreement by providing CMS with notice of termination no later than 180 days after Merchant's receipt of notification of such increase. In addition, Merchant's fees may be adjusted to reflect (i) increases by Card Networks in interchange, assessments, (ii) other Card Network fees, additional fees imposed by the Card Networks, or (iii) increases in third party fees identified in this Agreement, Schedule A or as otherwise agreed by the parties in writing. Merchant shall pay all such fees, as so adjusted. Each such adjustment shall become effective upon the date the corresponding increase or additional fee is implemented by the Card Network or third party provider. 6. Termination. 6.1 Term. This Agreement takes effect upon the date on which it first becomes signed by all parties hereto (i.e. the date on which the last party to the Agreement signs), and continues for three (3) years from such date. Unless otherwise terminated by either party as provided in this Agreement, this Agreement will automatically renew for successive one- year terms. Either party may give notice of non -renewal of this Agreement in writing no more than ninety (90) days and no less than thirty (30) days prior to any expiration date. 6.2 Events of Default. In the event that either party fails in any material respect to comply with any provision, term, warranty, condition, covenant, or agreement contained in this Agreement, including, without limitation, the Card Network Rules and Security Standards, or any representation in this Agreement is or was false or incorrect in any material respect when made (any such event, an "Event of Default"), and such party fails to cure such Event of Default within thirty (30) days of its receipt of written notification from the non -defaulting party specifying such Event of Default, then the non -defaulting party shall be entitled to terminate this Agreement upon written notice of termination; provided, however, that no cure period shall be allowed, and CMS shall be entitled to terminate this Agreement immediately, in the event that Merchant fails in any material respect to perform any of its obligations with respect to the funding or establishing of a Reserve Account, as detailed in Section 2.6 above. 6.3 Other Termination Events. In addition, CMS shall be entitled to terminate this Agreement immediately upon written notice to Merchant in the event of any of the following: (a) Merchant is placed in any Chargeback monitoring or similar risk-based program designated by any Card Network for merchants with high levels of Chargebacks or presenting high levels of risk, and are not removed from such program by the applicable Card Network within 90 days; (b) CMS reasonably determines Merchant, based on its financial statements, payment record with creditors, and other relevant factors, to be financially insecure and unlikely to be able to meet its obligations under this Agreement; (c) any Card Network: (i) notifies CMS or Chase that it is no longer willing to accept Merchant's Transactions; (ii) requires CMS or Chase to terminate or limit this Agreement or Merchant's ability to accept Cards; or (iii) imposes unduly burdensome, costly or impractical conditions or requirements relating to Merchant or Merchant's transactions; (d) a party or any individual entity or organization holding any material ownership interest in such party or any officer or director of such party, is determined at any time to be an individual, entity, or organization (i) with whom the other parties are prohibited from dealing by any United States law, regulation or executive order, including names appearing on the U.S. Department of Treasury's Office of Foreign Asset Control's Specially Designated Nationals and Blocked Persons List, or (ii) that is listed in one or more databases of terminated or high risk merchants maintained by the Card Networks; C.S. Select Government Merchant Processing Agreement - Rev. INTERNAL PAYMENTECH USE Merchant Name: Pat 8 of 17 (e) Merchant (i) ceases to exist (other than as a result of a permitted assignment or sale by such party) or to conduct its normal and customary business operations; (ii) becomes involved in a material violation of applicable law or other domestic or foreign law or regulation, (iii) engages in bribery, fraud, money laundering or corruption, (iv) is convicted of or pleads no contest to a felony charge, or (v) otherwise becomes the subject of public disrepute, contempt, or scandal that CMS reasonably determines may cause a material adverse impact on the reputation and goodwill of CMS or any Card Network, regardless of whether such controversy relates to this Agreement; (f) Merchant is in material breach or default of any term, condition, covenant, representation, or warranty contained in any credit facility, loan document or other agreement between Merchant and Chase or any affiliate of Chase (and such breach is not cured in any applicable cure period provided in such document); or (g) Merchant does not transmit Transactions to CMS for a period of more than 180 consecutive days. 6.4 Budget Appropriations. Upon thirty (30) days written notice, Merchant, if it is a government entity, may terminate this Agreement in the event that funds are not appropriated/allocated by Merchant for the expenses associated with credit card processing for any fiscal year. However, Merchant will continue to be responsible for any liabilities, commitments or obligations arising from payment transactions processed pursuant to this Agreement prior to the effective date of termination. 6.5 Account Activity After Termination. After termination of this Agreement, Merchant shall continue to be liable for Chargebacks, Refunds, fees, Card Network Liabilities, credits, and adjustments resulting from or relating to Transactions processed pursuant to this Agreement. If Merchant submits Transactions to CMS after the date of termination, CMS may, but is not required to process such Transactions in accordance with and subject to all of the terms of this Agreement. 7. Indemnification. CMS agrees to indemnify and hold harmless Merchant and its affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, Merchant's costs, expenses, and reasonable attorneys' fees) arising out of any third party claim or complaint relating to: (a) CMS' noncompliance with Card Network Rules or the Security Standards, or (b) a Data Compromise Event of CMS or its Service Providers; (c) any voluntary or involuntary bankruptcy or insolvency proceeding by or against CMS; or (d) CMS' violation of applicable federal, state and local laws and regulations. This indemnification does not apply to any claim or complaint to the extent caused by Merchant's sole negligence, recklessness or willful misconduct. The indemnification provided under this Section shall survive termination and is subject to the limitation of liability set forth in Section 11 of this Agreement. 8. Confidential Information; Use of Data; Card Industry Compliance. 8.1 Confidentiality. (a) Each party has made and will continue to make available to the other party information that is not generally known to the public and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be, proprietary or confidential ("Confidential Information"). Confidential Information may be disclosed in oral, written, visual, electronic or other form. Information meeting the definition of Confidential Information that is disclosed by a party during the term of this Agreement and that is not otherwise subject to a separate nondisclosure agreement between the parties will be considered Confidential Information, even if the information is unrelated to this Agreement or the Services to be provided hereunder. Each party's Confidential Information includes its: (i) business plans, strategies, forecasts, projects and analyses; (ii) financial information and fee structures (including CMS' pricing and pricing proposals); (iii) business processes, methods and models; (iv) employee, customer, dealer, business partner and supplier information; (v) hardware and system designs, architectures, structure and protocols; (vi) product and service specifications and (vii) the terms of this Agreement. The following information shall be deemed the Confidential Information of CMS (i) any SOC1 (Disclosure of Service Organization Control Report No. 1), SSAE-16 or SSAE-18 (Statement on Standards for Attestation Engagements No. 16 or No. 18) report provided by CMS; (ii) any attestation of compliance or similar letter or report provided by CMS with respect to its compliance with the Security Standards; (iii) any data and information (including data analytics and attribution data) about U.S. Select Government Merchant Processing Agreement - Rev. 1/26/2018odf INTERNAL PAYMENTECH USE Merchant Name: Page 9 of 17 Chase Customers provided to Merchant by CMS or any of its affiliates; (iv) Card Information associated with a Chase Card or Chase Customer, and (v) the fact that any Customer(s) is/are a Chase Customer. For Transactions that are processed under this Agreement, information (other than Card Information associated with a Chase Card) that is customarily part of the payment transaction (e.g., transaction date and amount) may be utilized by each of the parties subject to the Security Standards, Card Network and Chase Requirements, as applicable, and shall not be deemed the Confidential Information of any party. (b) Except as otherwise permitted under this Agreement or with the prior written consent of the disclosing party, the receiving party will not disclose, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the disclosing party to any third party. The receiving party will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information received from the disclosing party as the receiving party uses with its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable degree of care). CMS may disclose Merchant's Confidential Information: (i) to the Card Networks in connection with the processing of Transactions and the provision of ancillary services (including services made available directly through the Card Networks such as Address Verification and Account Updater, if used by Merchant) and activity for which such disclosure is otherwise required (e.g., Retrieval Requests, Chargeback adjudication, fraud detection and prevention); (ii) to its or its subcontractors' employees, consultants or agents for the purpose of performing its obligations under this Agreement and only to those who are obligated to maintain the confidentiality of Merchant's Confidential Information upon terms similar to those contained in this Agreement; and (iii) as may be necessary by reason of legal, accounting or regulatory requirements. (c) The obligations set forth in this Section do not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed prior to disclosure by the disclosing party, without an obligation of confidentiality; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its Affiliates. Either party may disclose the terms of this Agreement to potential parties to acquisition, divestiture or similar transactions to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non -disclosure obligations and limitations on use only for the prospective or closed transaction, each party to that transaction using commercially reasonable efforts to limit the extent of the disclosure. (d) If the receiving party is legally required to disclose any Confidential Information of the disclosing party in connection with any legal or regulatory proceeding, the receiving party will, if lawfully permitted to do so, endeavor to notify the disclosing party within a reasonable time prior to disclosure and to allow the disclosing party a reasonable opportunity to seek appropriate protective measures or other remedies prior to disclosure and/or waive compliance with the terms of this Agreement. If these protective measures or other remedies are not obtained, or the disclosing party waives compliance with the terms of this Agreement, the receiving party may disclose only that portion of that Confidential Information that it is, according to the opinion of counsel, legally required to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Confidential Information. However, nothing contained in this Agreement will restrict CMS' ability to disclose Merchant's Confidential Information to regulatory or governmental bodies asserting jurisdiction over CMS or its affiliates. 8.2 Use of Data. Certain Merchant Confidential Information, including without limitation, financial information, information related to Merchant's Transactions, and other information that Merchant provides to CMS may be shared by CMS with its affiliates and the Card Networks. CMS may also share and exchange such information with any Referral Partner (as defined below), as reasonably necessary to administer any referral or similar program between Referral Partner and CMS. This may include the sharing or exchanging of Merchant information for the purposes of calculating any referral fees payable in connection with, and otherwise implementing and maintaining such program, and, in some cases, servicing and managing Merchant's account. The information that may be shared or otherwise exchanged may include Merchant's name, identification/account number, transaction volume, card summary, status with CMS (e.g. the existence and terms of this Agreement, whether Merchant's application was accepted or declined, and whether this Agreement has terminated or expired), Merchant's status with Referral Partner (e.g. membership or participation in any Referral Partner organization or program), and such other information that is reasonably necessary for the C.S. Select Government Merchant Processing Agreement - Rev. INFERNAL PAYMENTECH USE Merchant Name: P», 10 of 17 purposes described above. Merchant understands and agrees that CMS shall not be responsible for Referral Partner's subsequent use or disclosure of such information. Except as otherwise agreed by the parties in writing, CMS shall not otherwise use or disclose such information other than, (a) as necessary to process Merchant's Transactions or otherwise provide services and maintain Merchant's account pursuant to this Agreement, (b) for CMS' internal and operational purposes; (c) to monitor, detect, prevent, reduce, or otherwise address fraud, risk, security, or technical issues; (d) to enhance or improve CMS' products and services generally, or (d) as required or permitted by the Card Networks or applicable law. CMS may use and/or share with third parties information derived from Transactions provided that it is either aggregated or de -identified (meaning that reasonable steps have been taken to ensure that the information does not identify Merchant and does not identify any individual person). 8.3 Payment Card Industry Compliance. (a) Each party agrees to comply with all applicable Security Standards. (b) Merchant further agrees to provide CMS, upon its request, with such tests, scans, and assessments of Merchant's compliance with Security Standards as may from time to time be required by the Card Network Rules in order for CMS to confirm or validate Merchant's compliance with the Security Standards. (c) Merchant understands that its or its Service Providers failure to comply with the Card Network Rules, including the Security Standards, may result in Card Network Liabilities for which Merchant shall be responsib le. (d) Merchant shall immediately notify CMS of its use of any Service Provider(s), and Merchant is responsible for ensuring that any and all Service Providers and third -party payment software or applications used by Merchant to transmit, store or process Card Information, are compliant with all applicable Security Standards and appropriately registered with, or otherwise recognized as being compliant with the Security Standards, by all applicable Card Networks. (e) If a forensic examination of Merchant or any of Merchant's Service Providers is required pursuant to the Card Network Rules, Merchant agrees to engage an approved PCI Forensic Investigator ("PFI") (a list of which is available from the PCI Council), and cause such forensic examination to be completed within the timeframe required by the Card Network Rules, and cooperate with the PFI in connection therewith. Notwithstanding the foregoing, the Card Networks may directly engage, or demand that CMS engage, an examiner on behalf of the Merchant in order to expedite the investigation of a suspected Data Compromise Event, and/or may require CMS to investigate such Data Compromise Event. Merchant agrees to pay for all costs and expenses related to any required forensic examination and all liabilities associated with any Data Compromise Event. Furthermore, if Merchant is undergoing a forensic investigation at the time this Agreement is executed, Merchant shall fully cooperate with the investigation and agrees to continue so cooperating until the investigation is completed. 8.4 Access to Information. Merchant shall be responsible for ensuring that only employees and representatives with a need to know shall have access to Card Information. Merchant may, from time to time, designate certain employees or representatives for which CMS shall provide access (via login credentials or otherwise) to Merchant reporting, which may include access to Card Information. Merchant shall be responsible for any unauthorized access to such information or any unauthorized transactions submitted, utilizing the login credentials of Merchant's employees and representatives. In the event that any employee or other representative previously designated by Merchant to CMS for purposes of allowing such access, Merchant agrees to notify CMS promptly in the event such representative ceases to be employed by or associated with Merchant, or otherwise no longer has a reasonable business need to retain such access. 9. Information About Merchant and Merchant's Business. 9.1 Additional Financial Information. Upon five (5) business days' written notice, Merchant agrees to furnish to CMS (i) complete audited financial statements of Merchant (or such lesser format financial statements of Merchant as CMS may agree to accept) from the most recently completed fiscal year if such request occurs more than 120 days after the end of such fiscal year, and otherwise from the fiscal year immediately prior thereto, and (ii) its most recently prepared interim financial statements. U.S. Select Government Merchant Processing Agreement - Rev. INTERNAL PAYMENTECH USE Merchant Name: Page 11 of 17 9.2 Other Information. Merchant agrees to provide CMS at least thirty (30) days' prior written notice of: (i) any significant changes to the nature of its business, product lines or services, (ii) Merchant beginning to accept payment in advance of the shipment of goods or fulfillment of services, or materially increasing the amount of time between acceptance of payment and the anticipated delivery or shipment of goods or fulfillment of services, (iii) any sale of all or substantially all of the assets of Merchant, or (iv) any person or entity becoming the beneficial owner, directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of Merchant's securities, or otherwise acquiring voting control of Merchant. If CMS determines such a change is material to its relationship with Merchant, CMS may refuse to process Transactions made subsequent to the change or terminate this Agreement. Merchant agrees to provide CMS with prompt written notice if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. 10. ChaseNet Availability. CMS reserves the right to suspend or discontinue the processing of Merchant's eligible Transactions as Chase Transactions in the event Chase's agreement with Visa, Inc. which provides for CMS' ability to process Chase Transactions should expire or terminate for any reason, in which case Transactions involving Eligible Chase Cards (i.e. Transactions which would otherwise have been processed as Chase Transactions and/or Chase Pay Transactions) shall be processed as regular Visa Transactions subject to Visa pricing as set forth on Schedule A and normal Visa interchange rates; provided, however, that CMS shall provide at least 60 days' prior written notice of such event where CMS is reasonably able to do so (or such shorter period of notice as CMS may otherwise be reasonably able to provide). 11. Limitations of Liability; Disclaimer of Warranties. Under no circumstances will CMS' collective financial liabilities arising out of or related to this Agreement exceed the total fees paid to CMS under this Agreement (net of Card Network and other third party fees including, without limitation, Interchange, assessments, and Card Network Liabilities) for the six months prior to the time the liability arose; provided, however, that such limitation shall not apply with respect to CMS' indemnity obligations with respect to a Data Compromise Event pursuant to Section 7.1(b). EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CARD NETWORK LIABILITIES SHALL BE DEEMED TO BE DIRECT DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND CMS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES. 12. Miscellaneous. 12.1 Taxes. The fees described in this Agreement are exclusive of all taxes. Unless Merchant is otherwise exempt, and, if applicable, provides a valid exemption certificate, Merchant agrees to pay all applicable taxes and similar charges however designated (other than taxes assessed on CMS' net income) including sales, use, property, lease, excise, goods and services, value added, gross receipts and like taxes (Taxes) which are imposed by any governmental authority on the Services, equipment, supplies, software, intellectual property and other goods provided under this Agreement. Merchant also agrees to pay any Taxes imposed on interchange, assessments or other third party fees collected by CMS pursuant to this Agreement. Merchant authorizes CMS to increase the amount collected from Merchant to reflect any and all such Taxes and any assessments or increases in the Taxes imposed on such sale or lease of the Services, equipment, supplies, software, intellectual property and other goods provided under this Agreement. U.S. Select Government Merchant Processine Aereement - Rev. INTERNAL PAYMENTECH USE Merchant Name: Paee 12 of 17 12.2 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement. 12.3 Assignment; Other Events. (a) CMS may not transfer or assign this Agreement, in whole or in part, without the prior written consent of Merchant, not to be unreasonably withheld, except that such prior written consent shall not be required in connection with: (i) the transfer of all or substantially all of the merchant acquiring business of CMS (whether by merger, stock sale, asset sale or otherwise); (ii) an internal reorganization resulting in an assignment or transfer to an affiliate of CMS; or (iii) as permitted under the Card Network rules, the substitution of another Card Network member for Chase, as the member bank under whose sponsorship the Services are provided. (b) Merchant may not transfer or assign this Agreement without the prior written consent of CMS, not to be unreasonably withheld subject to CMS' standard credit and risk underwriting policies and procedures (which shall in no event be deemed unreasonable). 12.4 Parties; Independent Contractor. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, administrators, representatives, and permitted successors and assigns. Merchant agrees that it is responsible for its employees' and Service Provider's actions. In providing services to Merchant, CMS will not be acting in the capacity of agent, partner, or joint venturer; CMS is acting solely as an independent contractor. 12.5 Representations. (a) Merchant represents and warrants that all written information that it has or will submit to CMS, including without limitation statements made on its Application and any subsequent addendums, are true, complete and not misleading as of the date the statements were or will be made. Merchant further represents and warrants that only its authorized representatives will submit written information to CMS. (b) CMS and Merchant each represent and warrant that its execution of and performance under this Agreement (i) in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement with any third party or affiliated entity; (ii) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and (iii) that the person signing this Agreement is duly authorized to do so. 12.6 Publicity. Except to the extent required by applicable law, neither party shall make press releases or similar public statements regarding the business relationship that is the subject of this Agreement, without the prior written consent of the other. Neither party shall use the other party's name or trademarks, except as otherwise provided in this Agreement, without the other party's prior written permission. 12.7 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any applicable law, rule, regulation, or Card Network Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement 12.8 Waivers. No term or condition of this Agreement may be waived, and failure by either party to enforce any terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of any such term or condition, except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. G.S. Select Government Merchant INTERNAL PAYMENCECH USE Merchant Name: Page 13 of 17 12.9 Entire Agreement. The Application, taxpayer identification and certification documentation, and all schedules, supplements, exhibits and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant and CMS with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of CMS or its representatives. This Agreement shall prevail over any conflicting terms of any agreement governing the Settlement Account.. In the event that any of the terms and conditions of this Agreement contradicts or conflict with the terms and conditions of Merchant's previously submitted Request for Proposal ("RFP") or Paymentech's subsequent response to Merchant's RFP, the terms and conditions of this Agreement shall control. 12.10 Notices. Except as otherwise provided in this Agreement, all notices shall be given in writing and either hand delivered, mailed first class, postage prepaid (return receipt requested), or sent via overnight courier (with package tracking capability) (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 12.11 Governing Law; Waiver of Right to Contest Jurisdiction; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State in which Merchant has its primary residence without reference to conflict of law provisions; unless otherwise mandated by applicable law. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO CONTEST JURISDICTION. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. 12.12 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, internet failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section will affect or excuse Merchant's liabilities and obligations for Chargebacks, refunds, or unfulfilled goods and services. 12.13 Amendment. Except as otherwise set forth in this Agreement, the Agreement may be amended only by written agreement of the parties. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Card Network Rules or required for compliance with applicable law, such amendment will be effective immediately upon written notice to Merchant. 12.14 Counterparts and Electronic Signature. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 12.15 Merchant Taxpayer Certification and CMS Reporting Obligations. Pursuant to 26 USC 6050W, CMS is a "payment settlement entity", obligated to collect and report certain taxpayer information to the United States Internal Revenue Service. Therefore, in conjunction with the execution of this Agreement, Merchant shall provide CMS with the appropriate taxpayer certification documentation, via Internal Revenue Service (IRS) Form W-9 (or the appropriate versions of Form W-8, if applicable). Merchant shall promptly notify CMS if there are any changes in this information. CMS may deduct withholding taxes, if any, from proceeds payable to Merchant or any entity that is a party to this agreement where required under applicable law. CMS may, in accordance with applicable law and from time to time during the term of this Agreement, request Merchant to recertify its taxpayer certification hereunder. Furthermore, Merchant shall be responsible for any penalties related to the reporting obligations of CMS hereunder to the extent such penalties accrue based on the actions or inactions of Merchant despite reasonable notice from CMS. C.S. Select Government Merchant Processim Agreement - Rev. INTERNAL PAYMENTECH USE Merchant Name: Paee 14 of 17 13. Survival. The terms that expressly or by their nature contemplate performance after the termination or expiration of this Agreement shall survive and continue in full force and effect. For the avoidance of doubt the provisions relating to Authorization and Settlement, Refunds, Chargebacks, Termination, Indemnification, Confidentiality, Use of Data, Audit Rights and Limitation of Liability each, by their nature, contemplate performance or observance after this Agreement expires or terminates and therefore shall survive. 14. Definitions. "Acceptance Technologies" means the quick response code or other entry methods (e.g. near field communication or Bluetooth low energy enablement) following Chase's (or its licensor's) formats and specifications used by Merchant's Point of Sale terminals or a user's mobile device to relay data relating to the user and/or the user's Transaction between a user and Merchant, regardless of the interface, together with any upgrades, modifications or enhancements thereto. "Application" means a statement of Merchant's financial condition, a description of the characteristics of Merchant's business or organization, and related information Merchant has previously or concurrently submitted to CMS, including credit, financial and other business related information, to induce CMS to enter into this Agreement with Merchant and that has induced CMS to process Merchant's Transactions under the terms and conditions of this Agreement. "Card" means a physical or virtual credit or debit card, or any evidence thereof (e.g. account number, access number, token, code, payment credential, or other form factor or access device), or any device, mobile application, digital wallet or other technology, medium or method (regardless of form) used to access an account or account number through which Card Network payment services are delivered, authorized and established between a Customer and a Card Network, or representatives or members of a Card Network that Merchant accepts from Customers as payment for goods or services. "Card Information " means information related to a Customer or the Customer's Card, that is obtained by Merchant from the Customer's Card, or provided by the Customer in connection with his or her use of a Card, including, without limitation, Card account numbers and expiration dates, security codes (e.g. CVV2, CVC2, etc.), PIN numbers, credit limits, account balances, or Customer billing address, phone numbers, or zip codes (when provided solely as part of an identity verification system), and any data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically, or otherwise stored thereon. For the avoidance of doubt, information about Customers which is not specific to Customer's Card and which is voluntarily provided to Merchant by Customers for purposes of shipping or delivering goods or services, Customer's participation in a loyalty program, mailing list, special offers, or similar purposes (e.g., Customer's name, mailing address, phone number, email address, birthdate or age), shall not be deemed Card Information. "Card Network" means any payment card network provider whose payment method is accepted by CMS for processing, including, without limitation, Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, American Express, Pulse, and STAR. "Card Network Rules" means all bylaws, rules, programs, regulations, specifications, and manuals, as they exist from time to time, of the Card Networks. With respect to the Chase Transactions, the Chase Requirements are the applicable Card Network Rules. "Chargeback" means a reversal of a Transaction Merchant previously presented to CMS pursuant to Card Network Rules. "Chase" means JPMorgan Chase Bank, N.A., a principal party to this Agreement through which Merchant's acceptance of Card Network products is extended. "Chase Card" means a Card issued by Chase or its affiliates and used to access a line of credit, prepaid account, or deposit account, issued or maintained by Chase or its affiliates. U.S. Select Government Merchant Processing Agreement - Rev. 1/26/2018 df INTERNAL PAYMENTECH USE Merchant Name: Page 15 of 17 "Chase Customer" means any person or entity to whom a Chase Card is issued or who is otherwise authorized to use a Chase Card. "ChaseNet" means Chase's payment processing platform(s) where Transactions involving Eligible Chase Cards are processed directly between Merchant and Chase, bypassing the traditional Card Network "interchange" System. "Chase Transaction" means a Transaction utilizing an Eligible Chase Card and which is processed over the ChaseNet platform. "Chase Pay" means Chase's proprietary Chase Pay -branded digital wallet product allowing Chase Customers to use their Eligible Chase Pay Cards to purchase goods or services from merchants by using: (i) the Chase Pay Application at the Point of Sale, (ii) the Merchant Application, at the point of sale and/or for purchases made within the Merchant Application, (iii) any third party mobile application(s) which may support Chase Pay and which CMS has notified Merchant in writing can be utilized for Merchant's Chase Pay Transactions at the Point of Sale, or (iv) Chase's Chase Pay -branded "payment button" which may be incorporated into or embedded in Merchant's online and/or mobile ecommerce websites, in each case together with all associated Chase software, code, applications, technical specifications, application program interface, software development kit ("SDK"), and related tools and materials. "Chase Pay Application" means a mobile software application published by Chase which houses Chase Pay and provides payment options and other loyalty solutions to Chase Customers. "Chase Pay Transaction" means a Chase Transaction which is facilitated by use of Chase Pay and processed by CMS pursuant to this Agreement. "Chase Requirements" means the Chase Merchant Program Requirements, as amended, revised and updated from time to time, which set forth the rules and requirements applicable to the acceptance of Chase Transactions. "Customer" means the person or entity to whom a Card is issued or who is otherwise authorized to use a Card. "Data Compromise Event" means an occurrence that results, or may have resulted, directly or indirectly, in the unauthorized access to or disclosure of Card Information in the possession or control of a party to this Agreement or its service providers. "Effective Date" means the date the Agreement takes effect pursuant to Section 6.1. "Eligible Chase Card" means a Chase Card of a type that Chase, in its sole discretion, has determined to be eligible for use in Chase Transactions processed over ChaseNet generally. Unless CMS has notified Merchant otherwise in writing (or the parties have agreed in writing to Chase Transaction pricing specific to another Card type, e.g. PIN debit), Eligible Chase Cards shall be limited to consumer and small business Chase Cards for which a Visa - branded credit or signature debit card has been issued. "Merchant" means the legal entity identified in the Application and on the first and signature pages of this Agreement. "Merchant Application" means any software application developed by or on behalf of Merchant that provides various services and capabilities for Merchant's customers including the ability purchase or otherwise effect payment for Merchant goods or services. "Point of Sale" means the physical point of sales systems (including fuel pumps) owned or managed by Merchant and used by Merchant to accept payment for their own goods and services. "Refund" means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services, and any adjustment of a Transaction. C.S. Select Government Merchant INTERNAL PAYMENTECH USE Merchant Name: Paee 16 of 17 "Referral Partner" is a third party that has entered into a (i) formal referral relationship with Paymentech pursuant to which it referred Merchant to Paymentech for payment processing services and/or (ii) preferred pricing program with Paymentech. The Referral Partner may be involved in the servicing and maintenance of Merchant's account. Referral partners may include, as applicable, without limitation, financial institutions, Merchant's franchisor, independent sales organizations, trade associations or groups and service providers. "Reserve Account" shall have the meaning set forth in Section 2.6. "Security Standards" means all rules, regulations, standards, or guidelines adopted or required by the Card Networks or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Payment Card Information, including, without limitation, the Payment Card Industry Data Security Standards ("PCI DSS"), Visa's Cardholder Information Security Program , Discover's Information Security & Compliance Program , American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program , Visa's Payment Application Best Practices , the Payment Card Industry's Payment Application Data Security Standard, MasterCard's POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program, in each case as they may be amended from time to time. "Service Provider" means any party that processes, stores, receives, transmits, or has access to Card Information on Merchant's behalf, including, without limitation, its agents, business partners, contractors, and subcontractors. "Transaction" means any transaction conducted between a Customer and Merchant utilizing a Card in which consideration is exchanged between the Customer and Merchant. "U.S." means the forty eight (48) contiguous states of the United States, District of Columbia, Alaska and Hawaii. For the avoidance of doubt, all other United States possessions and territories are excluded, except as may otherwise be provided in an addendum hereto. IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement. Agreed and Accepted by: U crE Merc ai al N By (authoriz d signature) -� Finw1�.¢� D tvYs�Y••or' Print Name and Title O(6IlA-/21=?1'7 Date ► O10 CA%.1 1 C- C -d, -1•cr' V( - Address Agreed and Accepted by: APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Aeon Here, CityAttomey C R.2t, •19 PAYMENTECH, LLC for itself and on behalf of "1'" JPMORGAN CHASE BANK, N.A By Signed in Counterpart Print Name and Title Date 8181 Communications Pkwy, Bldg C, Floor 03 Address CA e-LXG 6-L D Plano, Texas 75024 City, State Zip City, State Zip V. 14252 To Be Completed By Paymentech, LLC Atte t: City Clerk Merchant Agreement Contract Number is: Merchant Proce tication Number Will Be Provided At Time of Processing Set Up - Rev. 1/26/201 INTERNAL PAYMENTECH USE Merchant Name: Page 17 of 17 "Referral Partner" is a third party that has entered into a (i) formal referral relationship with Paymentech pursuant to which it referred Merchant to Paymentech for payment processing services and/or (ii) preferred pricing program with Paymentech. The Referral Partner may be involved in the servicing and maintenance of Merchant's account. Referral partners may include, as applicable, without limitation, financial institutions, Merchant's franchisor, independent sales organizations, trade associations or groups and service providers. "Reserve Account" shall have the meaning set forth in Section 2.6. "Security Standards" means all rules, regulations, standards, or guidelines adopted or required by the Card Networks or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Payment Card Information, including, without limitation, the Payment Card Industry Data Security Standards ("PCI DSS"), Visa's Cardholder Information Security Program , Discover's Information Security & Compliance Program , American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program , Visa's Payment Application Best Practices , the Payment Card Industry's Payment Application Data Security Standard , MasterCard's POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program, in each case as they may be amended from time to time. "Service Provider" means any party that processes, stores, receives, transmits, or has access to Card Information on Merchant's behalf, including, without limitation, its agents, business partners, contractors, and subcontractors. "Transaction" means any transaction conducted between a Customer and Merchant utilizing a Card in which consideration is exchanged between the Customer and Merchant. "U.S." means the forty eight (48) contiguous states of the United States, District of Columbia, Alaska and Hawaii. For the avoidance of doubt, all other United States possessions and territories are excluded, except as may otherwise be provided in an addendum hereto. IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement. Agreed and Accepted by: el r1-ecx-�l` 9�'ta�-a'1 Merc al N• (authoriz d signature) �inw�.c.e. D lrtaad' Print Name and Title O Date I Ofl Cdv� c. Crrlcr Dt' Address City, State Zip Agreed and Accepted by: APPROVED AS TO FORM: CIIYATTORNEY'S OFFICE Qot: Myon . FterpCity At~ oq.2t. •t9 PAYMENTECH, LLC for itself and on behalf of `0— JPMORGAN CHASE BANK, N.A By Matthew P. Leman, Executive Director Print Name and Title June 19, 2020 Date 8181 Communications Pkwy, Bldg C. Floor 03 Address Plano. Texas 75024 City, State Zip V. 14252 To Be Completed By Paymentech, LLC Merchant Agreement Contract Number is: Merchant Processing Identification Number Will Be Provided At Time of Processing Set Up U.S. Select Government Merchant Processine Aereement - Rev. 1/26!20 INTERNAL PAYMENTECH USE Merchant Name: Paee 17 of 17 CHASE ! i Schedule A to Merchant Agreement `n Merchant: City of Newport Beach 1' �ZUl n ',,_1PFLVSC iEDA1C'PTIF?0180401 %`3.18.1 Payment Transaction Sales Volume $21,570,000 Number of locations 22 Average Transaction Amount $30.00 Authorization / Capture % 105.0% PIN Debit / EBT Transactions 0 Chargebacks as % of Sales Transactions 0.0300% Conveyed Transactions 13,000 Billing Frequency Monthly Safetech Encrypted Items N/A Discover Data Usage Fee $0.0195 Target MasterCard: Public Sector Qualification Visa: CPS Retail 2 (Emerging Markets) Level: Discover: PSL Public Services - Core MUPS VCR2 D161 MasterCard, Visa & Discover Interchange Rates MasterCard, Visa & Discover Incremental Discount Rate PIN Debit and/or EBT Network Fees PIN Debit— Incremental Discount Rate JCB (Japanese Credit Bureau) Voyager Discount Rate (if settled) Credit transactions < $1000 0.130% MasterCard and all Debit transactions Credit transactions > $1000 0.140% Debit transactions 0.130% Visa Credit transactions 0.130% Discover 0.130% as set by each Payment Brand 0.0400% All standard PIN Debit Network Fees will be assessed N/A N/A N/A MC File Transmission Fee per transaction * $0.0014 Visa Financial Transaction Fee MasterCard Network Access & * MasterCard assesses a file transmission fee based on the number of bytes of data contained in a transmitted file. Because file Brand Usage Fee (NABU) $0.0195 $0.0195 (Charged per Authorization & per Refund) Visa Processing Fee (APF) $0.0195 $0.0155 (Charged per Authorization & per Refund) fee imposed by MasterCard on each transaction for all purposes of this Discover Data Usage Fee $0.0195 $0.0195 MC File Transmission Fee per transaction * $0.0014 Visa Financial Transaction Fee $0.0018 * MasterCard assesses a file transmission fee based on the number of bytes of data contained in a transmitted file. Because file size may vary from transaction to transaction, the parties acknowledge that it is not possible to accurately translate the byte based fee into a consistently accurate transaction -based fee - In light of the foregoing, the parties have agreed that Merchant shall pay Chase a fee in the amount stated above for each transaction submitted under this Agreement- Such fee shall be deemed to be the file transmission fee imposed by MasterCard on each transaction for all purposes of this Agreement, and Chase may change the amount of such fee in accordance with the terms of this Agreement in the event MasterCard changes the amount or calculation of its file transmission fee $0.0400 MasterCard per transaction N/A MasterCard per authorization Visa per transaction N/A Visa per authorization $0.0400 Discover per transaction N/A Discover per authorization $0.0400 JCB per transaction N/A JCB per authorization N/A American Express per transaction $0.0400 American Express per authorization N/A PIN Debit per transaction $0.0400 Voyager per authorization N/A EBT per transaction N/A Wright Express per authorization N/A Check Verification — Scan per transaction N/A Private Label per authorization N/A Voyager per transaction N/A Dial Backup authorization surcharge N/A Wright Express per transaction N/A Hosted Pay Page per transaction N/A Safetech Encryption per transaction $0.02500 Safetech Tokenization per transaction N/A I Customer initials X v , �' Please initial to acknowledge page 1 of the Schedule A pricing sheet CONTROL NUMBER: 536008.V3181 Printed: December 12, 2018 Page 1 of 4 Account Setup Fee N/A Monthly Service Fee I N/A Annual Fee N/A Rush Fee N/A Monthly Minimum Fee 2 $25.00 - Terminal Reprogram Fee N/A Monthly Helpdesk Fee N/A Visa Fixed Acquirer PIN Debit Setup Fee N/A Online Reporting Tool N/A Nebaork Fee 4 Varies PIN Pad Encryption Fee N/A Safetech Encryption 3 N/A MC Merchant $1.25 Internet Product: N/A Location Fee 5 Setup Fee N/A Monthly Fee N/A Third Party Setup Fee N/A Third Party Monthly Fee N/A 'I — Monthly service fees will be debited for the first time in the month after your account has been set up. These fees will be debited regardless of whether you are processing transactions through your account 2 — We will apply the Monthly Minimum Fee only when the total amount of all processing fees (Sections 1, 3A, & 4) is less than $25.00. If your processing fees do not reach $25.00, we will charge the difference. For example, if processing fees total $17.00 we would charge an additional $8.00 to meet the $25.00 minimum. 3— If Merchant obtains point of sale device(s) from Chase for use with Safetech Encryption, the following additional fees shall be assessed: (a) a one-time fee of $10.90 per device; and (b) an encryption injection fee of $34-95 per device per occurrence. These assessments are in addition to the above Safetech Encryption Fee(s). If Merchant obtains point of sale device(s) from a third party, additional fees may apply. Merchant acknowledges and understands that its use of any fraud mitigation or security enfacement solution (e.g. an encryption product or service), whether provided to merchant by Chase or a third party, in no way limits Merchant's obligation to comply with the Security Standards or Merchant's liabilities set forth in this Agreement - 4 — Visa Fixed Acquirer Network Fee is a monthly fee assessed by Visa based on Merchant Category Code (MCC), dollar volume, number of merchant locations, number of Tax IDs, and whether the physical Visa card is present or not present at the time of the transaction_ This fee can vary monthly - 5 — MC Merchant Location Fee of $125 will be applicable for each month with $200 or more in MasterCard volume. This fee will be assessed annually in May based on the previous '12 months activity. Chargeback Fee $10.00 Charged when a cardholder or card -issuing bank formally protests a charge Voice Authorization Fee $0.65 Charged when you call the Voice Authorization phone number to authorize a credit card AVS Fee — Electronic N/A Charge for each electronic address verification authorization Batch Settlement Fee N/A Charged for each batch of transaction(s) you submit for settlement ACH fee N/A Charged for each ACH (transmission of funds) sent to your account ACH Return Fee $25.00 Charged when Chase is unable to debit fees from your account O•-•-- - o -request•--• -•-s - Statement Fee (Email / ROL) NIA No charge if statements are sent to a valid email address or accessed by Merchant through Resource Online, as elected by Merchant on the Application. Statement Fee (Mail) $5.00 Charged each month Chase mails a statement (whether at the request of Merchant or because delivery to a valid email address has failed) Statement Fee (Reprint) N/A Charged for each archived statement you request to have printed Supplies: Billed Per Order N/A Charges for supply orders vary based on the items ordered Dynamic Debit Surcharge Fee N/A Charged for each PIN Debit transaction routed with the Dynamic Routing product PIN Debit Injection Fee $40.00 Charged when merchant elects PIN Debit processing and applies to each device not purchased from Chase. Statement Type: Resource Online No Statement / No Recap Statement Frequency: N/A Customer initials X /�)Please initial to acknowledge page 2 of the Schedule A pricing sheet CONTROL NUMBER: 536008.V3181 Printed: December 12, 2018 Page 2 of 4 4. Payment Brand Fees — Per Incidence $0.025 MC Acquiring License Fee ` 0.004% Charged on MasterCard Gross Sales volume. See additional information Visa Transaction Integrity Fee — Credit $0.10 under Payment Brand Charges section on page 4. MC Digital Enablement / Card Not Present Fee 0.010% Charged on MasterCard Card Not Present Gross Sales volume. Discover Network Authorization Fee $0.0025 Charged by Discover on all authorizations for card transactions that are Pre Authorization $0.045 settled through the Discover Network MC Auth Access Fee — AVS Card Present $0.010 Charged by MasterCard when a merchant uses the address verification MC Auth Access Fee — AVS Card Not Present $0.010 service to validate a cardholder address MC Auth Access Fee $0.005 Charged by MasterCard when an authorization is reversed or the Visa Interregional Acquiring Fee 0.45% authorization is provided by MasterCard if the card Issuer is not available_ MC Card Validation Code 2 Fee $0.0025 Charged by MasterCard when a merchant submits the Card Validation Code 2 (CVC2) in an authorization request MC SecureCode Transaction Fee $0.030 Charged on MC SecureCode transactions that are sent for verification. MC Account Status Fee (Intra -regional) $0.025 MC Account Status Fee (Inter -regional) $0.03 Charged by MasterCard or Visa when a merchant uses this service to do an Visa Transaction Integrity Fee — Credit $0.10 inquiry that a card number is valid Visa Zero $ Account Verification Fee $0.025 Custom Payment Service (CPS) categories_ MC Processing Integrity Fee $3.00 Charged when a fraud related Chargeback is blocked by MasterCard. Pre Authorization $0.045 Charged when a card is authorized but not deposited and the authorization is Final Authorization 0.250% not reversed in a timely manner. ` the minimum fee amount for a Final Authorization is $0.04 Visa Misuse of Authorization Fee $0.093 Visa Zero Floor Limit Fee $0.20 Charged when a transaction is deposited but never authorized Visa Transaction Integrity Fee — Credit $0.10 Charged on Visa transactions that do not meet qualification criteria for US Visa Transaction Integrity Fee— Debit/ Prepaid $0.10 Custom Payment Service (CPS) categories_ MC Ineligible Chargeback Blocking Fee $3.00 Charged when a fraud related Chargeback is blocked by MasterCard. MC Cross Border Assessment Fee 0.60% Visa International Service Assessment Fee 0.80% Charged by MasterCard, Visa and Discover on foreign bank issued cards. Discover International Service Fee 0.80% MC International Support Fee 0.85% Visa Interregional Acquiring Fee 0.45% Additional fee charged by MasterCard, Visa and Discover on foreign bank issued cards. Discover International Processing Fee 0.50% Visa Partial Auth Non -Participation Fee $0.01 Applies to Petroleum merchants using automated fuel pumps that do not support Partial Authorization MC Global Wholesale Travel Transaction 1.57% Applies to Travel merchants for transactions qualifying at the MasterCard Program B2B Fee Commercial Business -to -Business interchange category. Visa Global B2B Virtual Payment Service 1.55% Applies to Travel merchants for transactions qualifying at the Visa Global B2B Fee Virtual Payments interchange category. Applies to transactions qualifying at the MasterCard Humanitarian Prepaid MC Humanitarian Program Fee 0,25% card interchange category. When this fee applies, other MC Payment Brand fees will be waived. Customer initials X %' Please :initial to acknowledge page 3 of the Schedule A pricing sheet CONTROL NUMBER: 536008.V3181 Printed: December 12, 2018 Page 3 of 4 ,�.%_��iiciss.tr #.. ,�-; -� k$4+7.i: 7-vi�,,a.a tis; s # •fin s.:Y{ 1 fix,;, rx& 'ir ' s Type Description Fee Replacement Fee (swap) In warranty - Terminals, Printers, & Pinpads$50.00 Replacement Fee (swap) I Out of warranty - Terminals, Printers, & Pinpads: Replacement (swap) fees varyI $100-$250 based on Manufacturer and Model and will fall within the specified range to the right Injection Fee (swap) I Safetech Encryption Injection I $34.95 Late Fee I For all equipment returned late, or not returned I $500.00 1) Equipment: In Warranty timeframe 1 Year — applies only to new equipment purchased from Chase Amount payable upon Termination In addition to the other amounts due under this Agreement (including without limitation, the fees and charges described in this Schedule A), you may owe an amount in the event you terminate this Agreement. Whether you will owe that amount, and how much you will owe, will be determined in accordance with Section 10 of the Merchant Agreement. Payment Brand Charges Part of the fees that we charge you for processing your transactions consist of fees we pay to the Payment Brands. These charges, called "Payment Brand Charges", include, but are not limited to, interchange rates, assessments, file transmission fees: access fees, and international and cross border fees. Therefore, in addition to the rates set forth above, you also will be charged Payment Brand Charges. Payment Brand interchange rates can be accessed online by visiting the Support & Resources section of Chase Merchant Service's website, and selecting "Interchange" - Please note that Paymentech, LLC ("Chase") may, from time to time, elect not to charge you for certain existing, new or increased Payment Brand Charges. If we elect not to charge you. we still reserve the right to begin charging you for existing, new or increased Payment Brand Charges at any time in the future, upon notice to you No such Payment Brand Charges will be imposed retroactively. MasterCard assesses the MasterCard Acquiring License Fee annually to each Acquirer based on the total annual volume of MasterCard -branded sales (excluding Maestro PIN debit volume) of its U.S domiciled merchants. To fairly distribute the fee across all Chase MasterCard -accepting merchants, a rate of 0.004% will be applied to all of your MasterCard gross sales transactions. Authorized Signature Authorized Representative Signature: Must appear on Merchant Application section 10 Print Name Title sin ure Date Plesure you have initialed pages 1, 2 and 3 CONTROL NUMBER: 536008.V3181 Printed: December 12, 2018 Page 4 of 4 SCHEDULE B: CERTAIN SPECIFIC CARD NETWORK REQUIREMENTS 1. Merchant agrees to: • Perform all of its obligations under this Agreement incompliance with applicable laws and regulations • Comply with the Card Network Rules regarding use of the Card Network trademarks or service marks ("Marks"), Card Network acceptance, risk management, Transaction processing, and any Card Network products, programs or services in which the Merchant is required to, or chooses to participate. • Not knowingly submit any Transaction that is illegal or that the Merchant should have known was illegal. 2. Merchant agrees that each Card Network shall be entitled to limit or terminate (or cause CMS to limit or terminate) this Agreement. 3. CMS shall be entitled to immediately terminate this Agreement for any significant circumstances that create harm or loss of goodwill to the Card Networks or their respective payment systems. Merchant shall not submit any Transaction that it knows or should have known to be either fraudulent or not authorized by the Customer. Merchant is responsible for its employees' actions. Merchant shall not submit any Transaction that does not result from an act between the Customer and Merchant. 4. Merchant must not deposit a Transaction until the Transaction is completed and all goods or services are shipped or provided, except: (i) if the Customer has agreed to a delayed delivery or an advance deposit, (ii) in the case of a prepayment of services or custom merchandise, if the Merchant advises the Customer of the immediate billing at the time of the Transaction; or (iii) Customer consent has been obtained for a recurring transaction. 5. For recurring Transactions, Merchant shall (i) obtain the Customer's legally recognized consent to periodically charge the Customer on a recurring basis for the goods or services purchased, which consent shall include the frequency of recurring charges, the amount of the recurring Transactions (unless the recurring Transactions are for varying amounts), and the duration of time for which the charges may be made; (ii) retain such consent and provide it upon request to CMS or the issuing bank of the Customer's Card; (iii) not submit any recurring Transaction after beyond the duration specified in such consent or after receiving a cancellation notice from the Customer or a notice from CMS or any Card Network (via authorization decline response code or otherwise) that the Transaction is not authorized or that the Card is not to be honored; and (iv) include in its Transaction data the electronic indicator that the Transaction is a recurring Transaction. 6. Merchant must not establish a minimum or maximum Transaction amount as a condition for honoring a Card except as permitted by the applicable Card Network Rules or to the extent applicable laws or regulations expressly require that Merchant be permitted to impose such minimum or maximum. Merchant must not require any Customer to pay a surcharge, any part of Merchant's discount rate, or any contemporaneous finance charge in connection with a MasterCard Transaction, and shall not add any amount over the advertised or normal price to a Transaction, except to the extent expressly permitted by the applicable Card Network Rules or by applicable laws or regulations expressly require that Merchant be permitted to impose such surcharge or amount. Any surcharge amount, if allowed, must be included in the Transaction amount and not collected separately. If Merchant chooses to impose any surcharge, Merchant shall provide each Card Network and CMS with no less than 30 days' advance written notice that the Merchant intends to impose such surcharge on Transactions at either the brand level or product level. Merchant may not impose any such surcharge at both the brand and product level. 7. Merchant may request but may not require Customer identification as a condition of Card Acceptance, unless such information is required to complete the Transaction, such as for shipping purposes. If the name on the identification does not match the name on the Card, Merchant may decide whether to accept the Card. If the Customer does not have or is unwilling to present Customer identification, Merchant must honor the Card. 8. Merchant must not accept a Card to collect or refinance an existing debt. Merchant must not: (i) accept Customer payments for previous card charges, or (ii) complete a Transaction that represents the collection of a dishonored check. 9. Merchant must not accept a Card for the purchaser of scrip. 10. Merchant must not provide cash to a Customer (unless the Merchant is a hotel or cruise line, or is participating in a Card Network program that specifically allows cash back). A prepaid Card must not be redeemed for cash. Schedule B: Certain Specific Card Network Requirements- Rev. 10/5/2017 df INTERNAL PAYMEVTECH USE Merchant Name: Page I of 3 11. Merchant and its Service Providers shall comply with the provisions of VISA's Cardholder Information Security Program ("CISP"). Merchant shall be responsible for demonstrating compliance by its Service Providers with the requirements of CISP. Merchant shall notify MasterCard and CMS immediately if Merchant becomes aware of a Data Compromise Event. If Merchant is undergoing a forensic investigation at the time this Agreement is signed, Merchant shall fully cooperate with the investigation until completed. 12. Merchant agrees to accept all categories of Visa and MasterCard Cards (i.e., debit and credit cards), unless Merchant has notified CMS on its Application or otherwise in writing of its election to accept one of the following "limited acceptance" options: (i) all Visa and MasterCard consumer credit cards and Visa and MasterCard commercial credit and debit cards; or (ii) Visa and MasterCard debit cards only (but no credit cards). Notwithstanding the election of one of the foregoing limited acceptance options, Merchant must honor all foreign bank -issued Visa and MasterCard Cards. If Merchant elects one of the limited acceptance categories: Merchant must display appropriate signage to indicate the limited acceptance category; and CMS, at its option, may process any Transactions submitted to CMS outside of the limited acceptance category, in which case such Transactions will be assessed the applicable interchange fees plus any additional fees/surcharges assessed by CMS or the Card Networks. Merchant must honor all valid Cards within Merchant's range of acceptance without discrimination when properly presented for payment. Merchant must maintain a policy that does not discriminate among customers seeking to make purchases with a Card. 13. Merchant's use or display of any Card Network Marks will terminate effective with the termination of this Agreement or upon notification by the Card Network to discontinue such use or display. Any use of a Card Network Mark by Merchant in advertising, acceptance decals, or signs, must be in accordance with the Card Network Rules, including the Card Network's reproduction, usage, and artwork standards, as may be in effect from time to time. 14. Merchant shall prominently and unequivocally inform the Customer of the identity of the Merchant at all points of interaction, so that the Customer readily can distinguish the Merchant from any other party, such as a supplier of products or services to the Merchant. 15. Merchant's electronic commerce website shall: • Prominently display the name of the Merchant (at least as prominently as any other information depicted on the website, other than images of the products or services being offered for sale), and identify such displayed name as both the Merchant and as the name that will appear on the Customer statement • Display a customer service contact, including email address and telephone number; • Display the address, including the country, of Merchant's fixed place of business (regardless of website or server locations), either on the same screen view as the checkout screen used to present the final Transaction amount, or within the sequence of web pages the Customer accesses during the checkout process; • Clearly indicate Merchant's return/refund policies either on the checkout screen used to present the final Transaction amount, or within the sequence of web pages the Customer accesses during the checkout process; • Contain the Merchant's policy for delivery of multiple shipments; and • Provide a description of its security methods, capabilities and policy for transmission of Card Information. Merchant must ensure that the Customer understands that the Merchant is responsible for the Transaction, including delivery of the products (whether physical or digital) or provision of the services that are the subject of the Transaction, and for customer service and dispute resolution, all in accordance with the terms applicable to the Transaction. 16. Merchant shall prominently display the appropriate Card Network Marks indicating acceptance at the point of interaction, wherever payment options are presented. Such Card Network Marks may also be displayed in advertising or other materials or images at the physical or electronic point of interaction to indicate brand acceptance. No other Card Network Marks or marks may be used for these purposes. Upon request, Merchant shall supply CMS with samples of any materials or images bearing the appropriate acceptance Card Network Marks. 17. Merchant may request or encourage a customer to use another form of payment, a Card of a different Card Network, or a Card of a different type (for example, traditional cards, premium cards, or rewards cards) than the one the consumer initially presents. Except where prohibited by law, it may do so by methods that include, but are not limited to: • Offering the customer an immediate discount from the Merchant's list, stated, or standard price, a rebate, a free or discounted product or service, or any other incentive or benefit if the customer uses a particular Card with an acceptance brand other than the Card Network or other particular form of payment; • Offering the customer an immediate discount from the Merchant's list, stated, or standard price, a rebate, a free or discounted product or service, or any other incentive or benefit if the customer, who initially presents a Card, uses instead another Card or another form of payment; Schedule B: Certain Specific Card Network Requirements- Rev. 10/5/2017 df INTERVAL PAYNtENTECH USE Merchant Name: Pase 2 of 3 Expressing a preference for the use of a particular Card or form of payment; Promoting the use of a particular general purpose Card with an acceptance brand other than the Card Network or the use of a particular form or forms of payment through posted information, through the size, prominence, or sequencing of payment choices, or through other communications to customers (provided that the Merchant will abide by the Card Network Rules relating to the display of the Card Network Marks including, but not limited to, the Card Network Mark indicating acceptance); or Communicating to customers the reasonably estimated or actual costs incurred by the Merchant when a customer uses particular Cards or forms of payment or the relative costs of using different general purpose Cards or forms of payment. Notwithstanding the foregoing, Merchant may not offer a discount or other benefit to a Customer if the Customer uses a particular issuing bank's Card, unless the discount or other benefit is available for all other Cards of the same product type or is accessed 1) after the Transaction has been completed (for example, a credit on the billing statement or a rebate); or 2) at the time of or after the Transaction and is effected by a separate instrument and not by the Card (for example, a coupon or a voucher). Merchant must not promote a discount or other benefit for use of a particular issuing bank's Card. 18. At its sole discretion, at any time, a Card Network may, either itself or through CMS or any agent of such Card Network, investigate, review, audit, or inspect Merchant, including by inspecting the premises and auditing the books, records, and procedures of Merchant to ensure that it is complying with the Card Network Rules and applicable brand and security standards and procedures. Merchant agrees that in such event it shall cooperate fully with such Card Network (or its agent) in connection with such investigation, inspection, audit or review, including, without limitation by providing access to Merchant's premises and to all pertinent records and requested information. 19. Except as expressly permitted in the Card Network Rules, Merchant must not directly or indirectly require any Customer to pay a surcharge or any part of any Merchant discount or any contemporaneous finance charge in connection with a Transaction. Merchant may provide a discount to its customers for cash payments. Merchant that chooses to impose a permitted surcharge must provide the Card Networks and CMS with no less than 30 days' advance written notice that the Merchant intends to impose a surcharge on Transactions at either the brand level or product level. 20. Merchant may set a minimum Transaction amount to accept a Card that provides access to a credit account, under the following conditions: (i) the minimum Transaction amount does not differentiate between Card issuers; and (ii) the minimum Transaction amount does not differentiate between one Card Network and another Card Network; and (iii) the minimum Transaction amount does not exceed USD 10 (or any higher amount established by the Federal Reserve by regulation). 21. The Card Network Marks indicating acceptance must not be displayed at any POS Terminal that dispenses scrip. Merchant must not submit to CMS any Transaction that arises from the acceptance of a Card at a scrip -dispensing Terminal. 22. Merchant must not submit any Transaction that represents the refinancing or transfer of an existing Customer obligation that is deemed to be uncollectible, or arises from the dishonor of a Customer's personal check. 23. Merchant shall not impose, as a condition of acceptance of a Card, a requirement that the Customer waive a right to dispute a Transaction. 24. Merchant shall not submit any Transaction that is illegal, or in the sole discretion of any Card Networks, may damage the goodwill of the Card Network or reflect negatively on the Card Network Marks, including, without limitation, (i) for the sale or offer of sale of a product or service other than in full compliance with any law then applicable to CMS, the issuing bank, Merchant, Customer the Card, or the Card Networks, or (ii) for the sale of a product or service, including an image, which is patently offensive and lacks serious artistic value (such as, by way of example and not limitation, images of nonconsensual sexual behavior, sexual exploitation of a minor, nonconsensual mutilation of a person or body part, and bestiality), or any other material that a Card Network deems unacceptable to sell in connection with a Card Network Mark. Merchant shall submit to CMS only valid Transactions between the Merchant and a bona fide Customer, and shall not submit any Transaction which it knows or should have known to be fraudulent or not authorized by the Customer, or to be authorized by a Customer colluding with the Merchant for a fraudulent purpose. 25. Merchant shall not disparage any Card Network or any of the Card Networks' products, programs, services, networks, or systems. 26. Merchant must not sell, purchase, provide, exchange or in any manner disclose Card Information to anyone other than CMS, to the Card Networks, or in response to a valid government demand. This prohibition applies to Card imprints, TIDs, carbon copies, mailing lists, tapes, database files, and all other media created or obtained as a result of a Transaction. Schedule B: Certain Specific Card Network Requirements- Rev. 10/5/2017 df INTERNAL PAYMENTECH USE Merchant Name: Paee 3 of 3