|
DocuSign Envelope ID: 85Al5EAD-F9AE4B80-8EE6-FBACB34C4780
<br />MERCHANT CARD PROCESSING AGREEMENT
<br />PLEASE READ SECTION 20 ("ATTORNEY FEES; ARBITRATION; CLASS
<br />ACTION WAIVER") CAREFULLY .AS IT RELATES TO ARBITRATION AND
<br />CLASS ACTIONS
<br />While all terms in this Merchant Agreement are important, here is a summary of some
<br />sections on which we occasionally receive questions. These are common clauses in merchant
<br />processing agreements throughout Our industry.
<br />• The introductory paragraphs explain that the Merchant .Agreement consists of other
<br />documents in addition to this Merchant Agreement.
<br />• We can amend your Merchant Agreement by providing you with 15 days' notice or,
<br />under certain circumstances, with less than 15 days notice (see section 10).
<br />• Unless confirmed otherwise on your application, the initial term of this Merchant
<br />Agreement is three years. If you terminate early without cause, you may be required to
<br />Pal an early termination fee (see section 11).
<br />• The proceeds you receive from transactions are provisional credits. We can charge or
<br />debit your settlement account to recover these provisional credits. We can also debit your
<br />Settlement Account to recover other ammmts that you may owe us (see Section 12).
<br />• If you dispute any charge or funding, you must notify its within 30 days of the date of
<br />the statement (see section 12 5).
<br />• In some circumstances, we may require the establishment of a reserve account with us
<br />so we can mitigate risks. Section 13 explains how that reserve account will he funded and
<br />how we may use money in that account.
<br />• Our processing fees are set out in detail in the Merchant Application. We may change
<br />these fees. but most ordinarily notify you before doing so (see Section 16)
<br />• This agreement contains an arbitration clause (see Section 20.2) and a class action
<br />waiver (see Section 20 3).
<br />• This agreement is a complete and final agreement between us. It supersedes any
<br />previous negotiations we may have had on the services and products. (Section 21).
<br />This Merchant Card Processing Agreement 1"MPA-) is for merchant card payment
<br />processing services among the merchant ("Merchant'I that signed the Application for
<br />Merchant Card Processing ("Merchant Application"). Member Bank, and Processor. The
<br />Merchant Application and the MP.A are part of the "Merchant Agreemenf as defined below.
<br />Subject to the requirements of the Operating Rules, Processor and Member Bank reserve the
<br />right to allocate duties and obligations amongst themselves as they agree appropriate in their
<br />sole discretion, and Member Bank or Processor may jointly or individually assert or exercise
<br />any rights or remedies provided hereunder. If Merchant wishes to address any act or
<br />omission by, or make or bring env claim or action against, Merchant Bank or Processor
<br />relating to this Merchant Agreement, it shall first discuss such issue with Processor prior to
<br />making or bringing an, claim or action against Member Bank (in which case Processor shall
<br />address the issue as agreed with Member Bank). Member Bank is responsible for sponsoring
<br />Merchant with Visa and Mastercard, and for settlement of Merchant sales funds. Unless
<br />otherwise noted, all other products, services and obligations to Merchant are the sole
<br />responsibility of Processor.
<br />,VISAJ0. Inc, (`Visa") and Mas[ercarchk International, bar ("Mastercard"), the Discoverle
<br />Network ("Discover"), and the American ExpressaT Network P'Amencan Express') are
<br />collectively known herein as the "Card Associations." If elected by Merchant on the
<br />Merchant Application, Processor will settle American Express:) Cud and Discuve'R
<br />Network transactions in accordance with the terns set forth in the Merchant Application and
<br />in doing so, Processor does not represent or indicate in any way that Member Bank sponsors
<br />Processor into the American Express Network and Discover Network. If Merchant elects
<br />and is approved to participate in the American Express OptBlue Program. Merchant agrees
<br />to comply with the American Express OptBlue Merchant Operating Guide, which may be
<br />accessed at wiwis.aineccnxcoresscommerchmtooguide. Member Bank does not sponsor
<br />Process., into the .American Express Network and Discover Network, is not providing or
<br />agreeing to provide Merchant rely services hereunder with respect to American Express Card
<br />and Discover Network Card transactions, does not determine or approve or agree upon any
<br />fees, charges, pricing, or any other tents and conditions, relating to American Express Card
<br />and Discover Network Card transactions, and has no responsibility or liability to Merchant
<br />for American Express Cud and Discover Network Card transactions. Nor does Member
<br />Bank provide or agree to provide Merchant any services hereunder or have any responsibility
<br />or liability to Merchant with respect to any PIN -based debit or stored value or electronic
<br />benefit transfer transactions (except only to the extent, it any. required under Visa s or
<br />Mastercard's Operating Rules or mandatory provisions of applicable law), or any Pay Pal
<br />trnasactions, 1CB, Carte Blanche, or other Cud type Immunities (other than Visa and
<br />Mastercard Credit and non -PIN based debir/stmed value /electronic benefit transactions,
<br />including any such transactions made with Diner's Intemational Cards which also carry the
<br />Mastercard Mark and are processed as Mastercard transactions), any Crosscheck or other
<br />Check Services transactions, merchant gift or loyalty card transactions, or any other services
<br />specified in the Merchant Application as covered in whole or in part by this Agreement but
<br />as not being provided by Member Bank. No reference to Member Bank herein shall be
<br />deemed to create now obligations or liability of Member Bank with respect to American
<br />Express Card or American Express Network transactions or Discover Network Cards or
<br />Discover Network Card transactions, or to any of the other types of Cards transactions or
<br />services referred to above or in the Merchant Application as not being provided by Member
<br />Bank.
<br />The appendices, addenda (including but not limited to the ACH .Addendum, and Petro
<br />Addendum if applicable), schedules, Fee Schedule, applicable product or services terms as
<br />indicated on the Merchant Application, and ACH Terms and Conditions that accompany this
<br />MPA, as amended from time to time as provided herein, are part of the terms and conditions
<br />of this MPA, as are the Merchant Application and the Operating Rules, and me hereinafter
<br />individually and collectively referred to as the "Merchant Agreement.' The Operating Rules
<br />for Visa are located at rips -'um visa co ma ooe t'conx r evv sa-n les ht nl, and the
<br />Operative Rules for Mastercard are located at hltps'./hycvvvmaxercardus/en-
<br />Li /busiaess/overview/suppommles.html.
<br />Capitalized terms used in this Merchant .Agreement which are not defined herein .shall
<br />have the meaning given to them in the Merchant Application, which is incorporated by
<br />reference into this Agreement and may be amended from time to time by Merchant
<br />Bank or Processor upon notice to Merchant.
<br />According to the processing services selected by Merchant mi the Merchant Application and,
<br />in accordance with the terms of this Merchant Agreement and applicable Operating Rules.
<br />Merchant agrees to participate in Processor's Card processing program by humoring Cards
<br />in accordance with this Merchant Agreement. and to submit Transaction Receipts, Credit
<br />Transaction Receipts and other electronic data to Processor for the Card Program services
<br />provided by Processor.
<br />With respect to Visa and Mastercard Transactions'.
<br />Member Bank is responsible for providing settlement funds directly to Merchant, and
<br />Processor shall nut have access to or hold settlement funds.
<br />1. MERCHANT'S APPLICATION AND INFORMATION. By completing the
<br />Merchant Application, Merchant applies for the Card Program services cowered by the
<br />Merchant Application and the Merchant Agreement. In their sole and absolute discretion,
<br />Processor and/or Member Bank may accept or reject Merchant's Merchant Application.
<br />Merchant may present Transactions to Processor only for the activities and in the volumes
<br />described on the Merchant Application, including the percentage of Ma1LPhone Order and
<br />Electronic Commerce Transactions. The earlier date of the presentation of the first
<br />Transaction, including any test Transaction, by Merchant to Processor or the date Processor
<br />approves the Merchant Application signifies the effective date of the Merchant Agreement
<br />(the "ElTective Date"). By either Merchant's signature on the Merchant Application or
<br />Merchants processing a Transaction (including a test Transaction) with Processor. Merchant
<br />a@irmanvely accepts and agrees to be bound by the Merchant Agreement.
<br />2. MERCHANT'S GENERAL DUTIES.
<br />2A General. Merchant will comply with the Merchant Agreement for submitting and
<br />processing Transactions with Processor. Processor is responsible to Merchant for processing
<br />Transactions under the Operating Rules for the Card Program services to which Merchant
<br />subscribes, which may vary among Card types.
<br />2.2 Merchant's Responsibility for Acts of0thers. Merchant, and not Member Bank
<br />or Processor, is responsible for any advice from, acts of as well as omissions, acts of fraud
<br />or acts of misconduct by, Merchant's employees, processors. consultants, advisors.
<br />contractors, Merchant Servicers, Agents, officers and directors. Merchant, and not Member
<br />Bank or Processor. is responsible for the use, unauthorized use or misuse of Merchant's
<br />equipment, POS Equipment, or software_
<br />2.3 Electronic and Paperless Notices and Disclosures. Merchant consents to
<br />receiving electronically rather than in paper form all written notices, disclosures and other
<br />documents ("Documents-) which are to be provided by Processor to Merchant under the
<br />Merchant Agreement Processor will notify Merchant that a Document is available at
<br />Processor's web site with a link to that specific page of the web site containing the Document.
<br />Merchant agrees that such notification may be sent to Merchant at the e-mail address
<br />provided as part of the Merchant Application.
<br />By Merchant affirmatively checking the box to consent to receive paperless delivery of IRS
<br />Notices on the Merchant Application, if applicable, Merchant acknowledges that it has
<br />reviewed and received the Consent to Paperless Delivery of IRS Notices, located at
<br />hop /rwwnwAsys.com/documents.html and that Merchant consents and agrees to receive IRS
<br />notifications by paperless delivery.
<br />Merchant understands and acknowledges that access to the Internet and e-mail are required
<br />for Merchant to access Documents electronically or by paperless delivery and Merchant
<br />confirms that Merchant has such access. Merchant understands that there are costs related to
<br />accessing Documents electronically or by paperless delivery mid Merchant agrees that
<br />Merchant is responsible for these related access costs.
<br />At any time, and without giving Merchant advance notice, Member Bank and/or Processor
<br />may elect not to send a Document electronically or by paperless delivery, in which case a
<br />paper copy of the Document will be sent to Merchant at Merchant s last known address, as
<br />provided by Merchant. or such Document shall otherwise be provided as provided for herein.
<br />3. PROCEDURES FOR CARD TRANSACTIONS.
<br />3A Honoring Cards.
<br />(a) Limited Acceptance. If appropriately indicated herein, Merchant shall be a
<br />Limited Acceptance Merchant, which means that Merchant has elected to accept only certain
<br />Visa and Mastercard card types as indicated on the Merchant Application, or via later
<br />notification. The Visa or Mastercard Credit acceptance option on the Merchant Application
<br />refers to Visa Credit and Business transactions, and is what Mastercard refers to as "Other
<br />Card" transactions. Notwithstanding anything to the contras in the .Application, Merchant
<br />can elect 10 to accept only Visa or Mastercard non -PIN based debitstored value/electronic
<br />benefit transactions (sometimes referred to as 'signature debittransactions, whether or not
<br />an actual signature is required), or (it) to accept only Visa or Mastercard Credit transactions,
<br />or (iii) to accept all Visa or Mastercard Credit and signature debit transactions. prodded,
<br />however, that a Merchant who accepts any Visa or Mastercard Card types must accept all
<br />valid Visa or Mastercard Card types issued by a non-U.S. issuer. Merchant is not required
<br />Page IoFlo
<br />UNIVMERAOMT 22.0421
<br />
|