TSYS MERCHANT SOLUTIONS, LLC DBA GLOBAL PAYMENTS

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DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780 Merchant from Processor or Member Bank and any of Merchant's properly held by Processor or Member Bank. Processor and Member Bank may enforce these security interests without notice or demand. The security interests granted under [Iris Merchant Agreement will continue after the Merchant Agreement terminates, until Merchant satisfies all its obligations to Processor and Member Bank. (b) Furthermore, and with respect to any security interests granted herein, Processor and Member Bank will have all rights afforded Linder the Uniform Commercial Code, is the same may, tram time to time, be in effect in the State of Georgia; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interests granted herein is governed by the Uniform Commercial Code as in effect in ajurisdiction other than the State of Georgia, n the Processor and Member Batik will have all rights afforded under the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions relating to such attachment, perfection or priority of the security interests, as well as any other applicable low. .... 14.2 Perfection of Security Interest. Upon request or Processor, Merchant will execute one or more financing statements or other documents to evidence the security interests granted to Processor and Member Bank under this Section 14. Merchant shall cooperate with Processor in obtaining any control agreement or similar agreement with a depository bank necessary to perfect the security interests granted herein. In addition, Merchant agrees that its signature on the Merchant Application will be considered Merchant's signature agreeing to any control agreement m defined in Article 9 of the Uuition Commercial Code among Merchant, Processor, Member Bank and any other financial institution under which Processor, Member Bank, Merchant and any other financial insulation agree to the disposition of fiords in the Settlement Account, the Reserve Account or any other deposit account without further consent by Merchant. 15. CUSTOMER CLAIMS. To (he extent that Processor or Member Bank has paid or may become liable for a Chargeback or Credit Transaction Receipt, Merchant will be obligated to reimburse Processor and Member Bank for any sums Processor or Member Bank pays or for which Processor or Member Bank is liable. If Merchant does not reimburse Processor or Member Bank, Processor and Member Bank will have all of the rights and remedies of Cardholders, including the Cardholders' rights under 11 U.S.C. §507(a)(6). Processor and Member Batik may assert any claim on behalfofa Cardholder individually or on behalf' of all Cardholders as a class. 16. PROCESSING FEES. 16.1 Fee Schedule. Merchant will pay Processing Fees in the amount specified in the Fee Schedule attached to the Merchant Application or as otherwise provided for in this Merchant Agreement or an Addendum thereto. Monthly recurring Processing Pees will be assessed upon approval of the Merchant Application. Processor may amend, supplement, modify, or increase the Processing Fees, including, without limitation, introducing new products or services, pursuant to Section 10.1 of this Merchant Agreement. 16.2 Card Association Actions. Processor will not be required to provide Merchant with fiReen days' notice of an increase in Processing Fees in the event that any Card Association, or any other entity having such authority takes any action that increases the Processing Pees. 16.3 Government and Regulatory Actions. Processor will not be required to provide Merchant with fifteen days' notice for any increase in Processing Fees resulting from any fine, charge, fee or cost incurred in connection with may state, federal or other regulatory action, change in laws or regulations or escheatment of Merchant's funds. - 16.4 Payment. Processing Fees and other service charges, obligations or liabilities - owed by Merchant to Processor or Member Bank under the Merchant Agreement may be deducted by Processor or Member Bank from amounts due Merchant, or from the Settlement Account or from the Reserve Account. Merchant will pay the amounts due by the next Business Day if sufficient funds arc not available in the Settlement Account. 11. INDEMNIFICAT[ON: LIMITATION OF LIABILITY; WARRANTY. 17.1 Indemnification. Merchant shall indemnify each of Processor and Member Bank, including their respective officers, directors, employees, independent sales organizations ("ISOs'), and agents, against and hold them harmless from any and all claims, demands, settlements, lasses, damages, liabilities, costs and expenses of any hind (including reasonable attorney's fees) ofany party arising from or based upon may actual m alleged actor omission of Merchant, Merchant's employees, Merchant's designated representatives or agents, Merchant Servicers or Merchant's Agent(s) in connection with or arising out of this Merchant Agreement, the duties to be performed by Merchant pursuant to the Merchant Agreement, any Transactions which Merchant submits to Processor (including Chargebacks), or Merchant's actual or alleged violation of the Operating Rules or any Requirements of Law. In (lie event that Processor or Member Bank is made a party to any litigation, proceeding, arbitration, bankruptcy proceeding, or other legal process (collectively "Actions") commenced by any third party, Merchant shall protect and hold each of Processor and Member Bank harmless from and with respect to the Actions and shall indemnify such party from and against all costs, expenses, and attorney's Ices, including in-house legal fees, incurred or paid in connection with the Action, together with any judgments, settlements, losses, damages or other liabilities. Merchant shall indemnify, defend, and hold harmless each of Processor and Member Bank from and against any actual or alleged hacking, infiltration, or compromise of Merchant's systems or the systems of Merchant, Merchant Servicers or Merchant's Agent(s), designated representatives, or other agents. 17.2 Limitation of Liability. Each of Processor and Member Bank will not accept responsibility for errors, acts, ;or failure to act by others, including but not limited to, Merchant Servicers, Agents, third party suppliers of software, equipment or services; or, banks, communication common carriers, data processors or clearinghouses through which transactions may be passed, originated mid/or authorized Each of Processor and Member Bank will not be responsible for any loss, liability or delay caused by fires, earthquakes, war, civil disturbances, power surges or failures, acts of governments, acts of terrorism, labor disputes, failures in communication networks, legal constraints or other events beyond the control of Bank. Each of Processor and Member Bank undertakes no duties to Merchant other than the duties expressly provided for in the Merchant Agreement, and any and all other or additional duties that may be imposed upon Processor or Member Bank in law or equity are hereby irrevocably waived and released to the maximum extent permitted by law. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF EACH OF PROCESSOR AND MEMBER BANK, AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, TO MERCHANT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF $10,000 OR, THE AMOUNT EQUAL TO THE AGGREGATE OF MONTHLY NET PROCESSING FEES PAID BY MERCHANT IN THE THREE MONTH PERIOD PRIOR'TO'1'HE MONTH THAT THE INCIDENT GIVING RISE TO LIABILITY OCCURRED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PROCESSOR OR MEMBER 13ANK OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR ANY INTERRUPTION OR LOSS OF USE, DATA, BUSINESS OR PROFITS, WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE OR PROCESSOR OR MEMBER BANK WAS ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROCESSOR AND MEMBER BANK SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROCESSOR AND MEMBER BANK DO NOT GUARANTEE OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR F,RROR- FREE. 181NOTICES. Each notice required by the Merchant Agreement will be in writing (hard copy or electronic), except as otherwise stated in the Merchant Agreement, and will be effective when delivered, (a) to Member Bank at the address designated on the Merchant Application, and the return address on Merchant's Card processing statements, (b) to Processor at the address designated on the Merchant Application and (c) to Merchant at Merchant's address to which Processor mails Merchant's statements or at the electronic mail address provided by Merchant in the Merchant Application, or at such other address as any party may provide by written notice to the other parties. Any address Merchant designates may also be the address to which Processor mails Merchant's statements. Where applicable, delivery by facsimile transmission or electronic mail will be considered effective when the sender receives electronic confirmation of the transmission. 19. GEORGIA LAW; JURISDICTION; VENUE. Merchant's offer to enter into this Merchant Agreement is made In Muscogee County, Georgia; this Merchant Agreement shall be performed by Merchant in Muscogee County, Georgia and governed by Georgia law, excluding its conflict of laws rules. Merchant and Guarantor agree to bring any claim or action relating to the Merchant Agreement in binding arbitration as set forth in Section 20.2 below. Any matters not otherwise subject to arbitration (such as, by way of example only, injunctive relief, action to recover any monetary losses or damages from unpaid obligations of the Merchant under the Merchant Agreement, or claims to enforce an arbitration award), shall be brought in the state or federal courts located in Muscogee County, Georgia. All parties irrevocably and unconditionally submit to the jurisdiction of such courts with respect to any such action. In the event that Processor or Member Bank is required to resolve a dispute with Merchant that requires any action under this provision, Merchant hereby agrees and consents to receive service of process by certified mail. 20. A170RNEY FEES; ARBITRATION; CLASS ACTION WAIVER. 20.1 Attorney Fees. Merchant and/or Guarantor will be liable for and will indemnify and reimburse Processor and Member Bank for all attorneys' fees, including in-house legal fees, and other costs and expenses paid or incurred by Processor and Member Bank in the enforcement of this Merchant Agreement or in mutters relating to this Merchant Agreement, or arising from any breach by Merchant of this Merchant Agreement, or any other wrongdoing by Merchant or Guarantor. In the event Processor or Member Bank must engage in any recovery or collection efforts to collect any amounts due from Merchant to Processor or Member Bank, Merchant will reimburse Processor and Member Bank for all fees and expenses incurred in such collection, plus reasonable administrative fees and expenses. 20.2 Arbitration NOTE; PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND THE RESOLUTION OF DISPUTES ANY DISPUTE OR CLAIM ARISING OUT OF, RELATING TO. OR IN CONNECTION WITH THIS AGRFEMENT OR THE RELATIONSHIPS WHICH RESULT FROM THIS AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT; HOWEVER, MERCHANT MAY ASSERT CLAIMS 1N SMALL Page 7 cf 10 UNIVMERAGMT v22.0421