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DocuSign Envelope ID: 85A15EAD-F9AE-4680.8EE5-FBACB34C4780
<br />to accept Card brands other than Visa or Mastercard in order to accept Visa or Mastercard
<br />Cards (except that transactions using Diner's Intonational Cards which also carry the
<br />Mastercard Mark must be accepted if Merchant accepts Mastercard Card transactions of the
<br />same type). Merchant Bank and Processor have no obligation other than those expressly
<br />provided under the Operating Rules and applicable law as they may relate to Limited
<br />Acceptance. Member Bank's and Processor's obligations do not include policing card types
<br />at the point of sale. Merchant will be solely responsible for the implementation of its decision
<br />for limited acceptance including but not limited to policing the card types) of transactions
<br />at the point of sale submitted for processing by Processor: Should Merchant submit a
<br />transaction For processing for a card type it has indicated it does not wish to accept, Processor
<br />may process that transaction and Merchant will pay the applicable fees, charges, and
<br />assessments associated with tlmttransactfon. Merchant will complywith any applicable laws
<br />and Operating Rules for the card type processed.
<br />(b), Discover If Merchant has chosen to accept Discover Card Transactions inthe
<br />Merchant Application, Merchant must accept Discover Cards at all Merchant establishments,
<br />including in payment for purchases of goods and services, for charitable contributions and
<br />for Cash Over Transactions, when properly presented for payment by a Cardholder. Subject
<br />to this Section, a. Merchant must create a Transaction Receipt for each Discover Card
<br />Transaction and deliver at least one copy of the Transaction Receipt to the Cardholder. A
<br />Merchant may issue a Cash Over in connection with a Discover Card Transaction. Merchant
<br />must deliver a single Authorization Request for the aggregate total of the goods/services
<br />purchase anoint and the Cash Over amount. In addition, the Transaction Receipt must
<br />include both the purchase amount and the Cash Over amount. -
<br />(c) PayPaITM. If Merchant has chosen to accept PayPal Payment Card
<br />Transactions in the Merchant Application, Mel hant mast accept PayPal Payment Cards at
<br />all Merchant establishments, including in payment for purchases of goods and services and
<br />for charitable contributions when properly presented for payment by a Cardholder, Subject
<br />to this Section, a Merchant must create a Transaction Receipt for each PayPal Card
<br />Transaction and deliver at least one copy of the Transaction Receipt to the Cardholder.
<br />(d) American Express. If Merchant has chosen to accept American Express® Cards
<br />in the Merchant Application, Merchant must accept American Express Curds as payment for
<br />goods and services sold, or (if applicable) for charitable contributions made, at all of its
<br />establishments, except as expressly permitted by stale statute. Merchant is jointly and
<br />severally liable for the obligations of Merchant's establishments under the Merchant
<br />Agreement. In the event Merchant's American Express annual charge volume exceeds
<br />$1,000,000 in a rolling twelve month period or is greater than $100,000 in any three
<br />consecutive months, Merchant will be considered a High CV Merchant by American Express
<br />mid will be required to enter into a direct merchant card acceptance agreement with American
<br />Express. Upon any conversion to a direct agreement with American Express, Merchant will
<br />be bound by American Express' then torrent Carr] Acceptance Agreement and to any pricing
<br />and fees set by American Express. Merchant has the right to opt -out of acceptance Of
<br />American Express Cards at any time without affecting Merchant's rights to accept other card
<br />types. If Merchant elects to receive messages from American Express regarding products,
<br />services and resources available to it, as indicated on the Merchant Application, Merchant
<br />agrees messages maybe sent by American Express to the phone numbers, fax numbers or
<br />email addresses provided by Merchant. If a wireless number is provided, Merchant agrees
<br />communications may be sent via SMS or text in addition to automated calls. Merchant may
<br />opt out of receiving messages by contacting Processor.
<br />(a) EBT Transactions. If Merchant has chosen to accept Electronic Benefits
<br />Transfer ("EBT") transactions, Merchant agrees to issue United States Department of
<br />Agriculture, Food and Nutrition Services ("FNS") food stamp benefits ("FS Benefits")
<br />and/or government delivered cash assistance benefits ("Cash Benefits," and with FS
<br />Benefits, "Benefits') to recipients ("Recipients") in in accordance with the procedures
<br />specified herein, and in all documentation mid user guides provided to Merchant by
<br />Processor, as amended from time -to -time; mid pursuant to the Quest Operating Rules (the
<br />"Quest Rules), as amended from time-lo-time, issued by the National Automated Clearing
<br />House Association as approved by the Financial Management Service of the U.S. Treasury
<br />Department. Unless otherwise defined herein, all capitalized terns shall have the meanings
<br />ascribed them in the Quest Rules. Merchant will provide each recipient a receipt of each
<br />Benefit issuance. Merchant will be solely responsible for Merchant's issuance of Benefits
<br />other than in accordance with authorizations. Merchant agrees to comply with all One
<br />requirements, laws, rules and regulations pertaining to the delivery of services to Benefit
<br />Recipients and Benefit Recipient confidentiality. If Merchant issues FS Benefits under this
<br />Merchant Agreement, Merchant represents and warrants to Processor that Merchant is an
<br />FNS-authorized "Merchant" (as such tern is defined in the Rules) and is not currently
<br />suspended or disqualified by FNS. Merchant agrees to secure aid maintain at its own expense
<br />all necessary licenses, permits, franchises, or other authorities required to lawfully effect tire
<br />issuance and distribution of Benefits under this Merchant Agreement, including without
<br />limitation, any applicable franchise tax certificate and non -governmental contractor's
<br />certificate, and covenants that Merchant will not issue Benefits at any time during which
<br />Merchant is not in compliance with the requirements of any applicable law. Merchant agrees
<br />to hold Processor harmless from any costs of compliance or failure to comply with illy such
<br />obligation by Merchant. Processor may terminate or modify the provision of services to
<br />Merchant if any of Processor's agreements Willi government EBT agencies are terminated
<br />for any reason or if any party threatens to ternamate services to Processor due to some action
<br />or inaction on the par( of Merchant. Nothing contained herein shall preclude. the Stale from
<br />commencing appropriate administrative or legal action against Merchant or for making airy
<br />referral for such action to any appropriate Federal, State, or local agency Any references to
<br />"State" herein shall mean the State in which Merchant issues Benefits pursuant hereto. If
<br />Merchant issues Benefits in more than one Stare pursuant hereto, then the reference shall
<br />mean each such Stale severally, majoiutly.
<br />Page
<br />3.2 Operating Procedures for Transactions. fit accepting Cards for the purchase of
<br />Merchant's goads and services, Merchant shall comply with the requirements of the
<br />Merchant Agreement, including but not limited to the Operating Rules, as the same are
<br />revised from time to time.
<br />3.3 Submission of Valid Transactions.
<br />(a) Merchant will submit to Processor a Transaction only if the 'Transaction is
<br />made or approved by the Cardholder who is issued the Card used for the Transaction. The
<br />but of verifying the identity of the Cardholder and the Cardholder's authority to initiate
<br />u Transaction rests solely with Merchant. Merchant will not submit directly or indirectly: (i)
<br />any Transaction that Merchant knows or should have known to be fraudulent or not
<br />authorized by the Cardholder; (a) any Transaction that results from a transaction outside of
<br />Merchant's normal course of business, as described on the Merchant Applicalion; or (iii) any
<br />Transaction containing the account of a Card issued to Merchant or any account numbers
<br />issued to Merchant's business owners, family members, principals or employees for
<br />Transactions that do not represent a purchase of goods or services from Merchant or a credit
<br />transaction related to a purchase of goods or services from Merchant.
<br />(b) If at any time the volume of.Transactions substantially exceeds or decreases
<br />from the projected annual volume stated on the Application,or if at any time Processor
<br />suspects fraud, money laundering or violations of the Operating Rules, Processor may, in its
<br />sole and absolute distinction and in addition to other remedies that the Processor may have:
<br />(i) refuse to process the excessive or suspect Transactions; (it) process the Transactions and
<br />retain the funds received from processing until such time as the excess or suspect
<br />Transactions are found to be valid or invalid and processed in accordance with the Operating
<br />Rules; (iii) suspend processing and/or terminate the Agreement; or (iv) amend the Merchant
<br />Agreement to protect the interests of Processor.
<br />3.4 Payments to Merchant for Vulid'fra in ctions.
<br />(a) Member Bank and Processor will provide provisional credit to Merchant for
<br />each undisputed and valid Transaction that Merchant submits to Processor by crediting
<br />Merchant's Settlement Account, provided Member Bank and Processor have received
<br />settlement for the valid Transaction through the Interchange procedures specified by the Card
<br />Association applicable to the Card used for the Transaction (Member Bank and Processor do
<br />not provide payment for all Card types for which Authorization services are provided).
<br />Member Bank and Processor are net obligated to provide provisional credit to Merchant for
<br />Transactions submitted that are not valid Transactions, and may suspend or discontinue any
<br />provisional credit in Member Bank's and/or Processor's sole and absolute discretion,
<br />including for any reason that would juslity termination of this Merchant Agreement. Each
<br />provisional credit from Member Bank and Processor to Merchant will be subject to
<br />adjustment, including revocation, upon Processor's finder review and verification.
<br />Provisional credit to Merchant for it Transaction disputed by a Cardholder for any
<br />reason is not final
<br />(b) Member Bank and Processor Only deduct from any payment to Merchant the
<br />amount of any Credit Transaction Receipt processed for Merchant, any Chargeback to
<br />Merchant, any amount to be deposited in the Reserve Account and any Processing Fees and
<br />amounts sufficient to reimburse Member Bank and Processor for the amount of any Card
<br />Association assessments (sometimes referred to as "fines" or "penalties') or charges due
<br />from Merchant or for any current or future obligation of the Merchant (hat arises under the
<br />Merchant Agreement. Merchant must immediately pay Member Bank and Processor the
<br />amount by which a Credit Transaction Receipt processed on any day exceeds valid
<br />Tolusuctions submitted on that day. Without limiting Member Batik's and Processor's
<br />remedies, Member Bank and Processor may obtain.. the amount due by deducting it firm the
<br />Settlement Account, Reserve Account or other accounts of or fiords due Merchan.
<br />(c) Merchant acknowledges that all payments and credits provided to Merchant
<br />are provisional and subject to suspension, to Chargebacks and (o adjustments in accordance
<br />with the Merchant Agreement, including, but net limited to the Operating Rules.
<br />3.5 Retrieval Requests. If Merchant deposits Transactions with Processor through
<br />magnetic (ape, electronic transmission, or electronic data capture terminal, upon the request
<br />of a Card Association, Processor or Member Bank, Merchant shall respond to all Retrieval
<br />Requests within the time frames specified in the applicable Operating Rules. If Merchant
<br />does not respond or responds late to a Retrieval Request, Merchant may be without recourse
<br />as Chargebacks for "non receipt of requested item' in most cases, taro( be reversed.
<br />Member Bank and Processor are not obligated to provide provisional credit to Merchant for
<br />any Retrieval Request and may suspend or discontinue any provisional credit in their sole
<br />and absolute discretion.
<br />3.6 Equipment, Supplies; Displays.
<br />Important Note: Merchant acknowledges and agrees that Member Bank and its affiliates
<br />have no duly, obligation or liability whatsoever for: (1) the POS Equipment, herein; (2) any
<br />actions or omissions of Processor with respect to the POS Equipment; (3) failure of
<br />merchant to perform routine maintenance and updates to the POS Equipment; (4) any
<br />failure of merchant to adhere to standard security requirements as it relates to the POS
<br />Equipment; or (5) any claims or disputes arising out of the foregoing.
<br />(a) At Merchant's request, Processor will supply Merchant with point -of -sale
<br />equipment, including a terminal, router or other compatible or ancillary equipment, hardware
<br />or device (collectively "POS Equipment). Processor will use good fault efforts to In
<br />or configure the POS Equipment to operate at the Merchant Outlets in compliance with the
<br />Operating Rules; however, Processor makes no representations or warranties that
<br />Processor's programming of the POS Equipment Furnished by Processor will operate in
<br />compliance with the Operating Rules and applicable law. If Processor supplies Merchant
<br />with POS Equipment or other equipment, then Merchant must return such equipment upon
<br />termination of this Agreement.
<br />(b) The individual providing the terminal to Merchant is an employee of
<br />Processor, unless otherwise identified as an independent sales contractor. Merchant
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