TSYS MERCHANT SOLUTIONS, LLC DBA GLOBAL PAYMENTS

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DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780 CLAIMS COURT IF (1) THE CLAIMS QUALIFY FOR SMALL CLAIMS COURT; (2y THE MATTER REMAINS IN SMALL CLAIMS COURT AT ALL TIMES; AND (3) THE MATTER PROCEEDS ONLY ON AN INDIVIDUAL (NOT A CLASS OR REPRESENTATIVE BASIS). ARBITRATION DOES NOT PROCEED BEFORE A JURY AND MAY INVOLVE MORE LIMITED DISCOVERY THAN A COURT PROCEEDING. ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. - The arbitmtor's award or decision will not affect issues or claims involved in ally proceeding between Processor or Member Bank and my person or entity who is not a party to the arbitration. The arbitrator may award monetary, declaratory or injunctive relief only in favor of the individual party seeking relief and only to tire extent necessary to provide relief warranted by that patty's individual. claim. The arbitrators award, if any, will not apply to any person or entity that is not a party to the arbitration. However, nothing in this Section or Merchant Agreement shall preclude any party from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief on your behalf Further, notwithstanding the foregoing, nothing in this Section or this Merchant Agreement prohibits a party tram applying to a corn[ of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief. The Federal Arbitration Act (9 U.S.C. § I at seq.) governs the interpretation aad enforcement of the arbitration provisions of this section. Arbitration will be administered by JAMS (wwwpuamdreo ). For claims greater than $250,000, the .JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply (if no such rules are in effect, JAMS default arbitration rules shall apply). For claims equal to or less than .$250,000, the JAMS Streamlined Arbitration Rules and Procedures in effect at the time lire arbitration is commenced will apply (if no such ones are in effect, JAMS default arbitration ndes shall apply). Unless the mbitmtor(s) determine thatjustice or fairness require otherwise: (i) any arbitration will proceed in Muscogee County, Georgia (although, for the convenience of the Merchant or Guarantor (as applicable), any party or its counsel may participate telephonically); and (in the arbitratons) will oversee limited discovery, taking into account the amount in controversy and the parties' desire to keep proceedings cost-effective and efficient Any decision rendered in any arbitration proceeding shall be final and binding on each of the parties to the arbitration and judgment may be entered thereon in any court of competent jurisdiction. The parties will maintain the confidential nature of the arbitration proceeding except as may be necessary to enforce any award or to comply with applicable law. If the total damage claims in an arbitration are $10 000 or less, not including Merchant's attorney fees ("Small Arbitration Claim"), the arbitrator may, if the MERCHANT, prevails, award the Merchant reasonable attorney fees, expert fees and casts (separate from Arbitration Costs is defined below), but may not grant Processor its attorney fees, expert fees or costs (separate from Arbitration Casts) unless the arbitrator determines that the Merchant's claim was frivolous or brought in bad faith. In a Small Arbitration Claim case, ISO will pay all arbitration filing, administrative and arbitrator costs (together, "Arbitration Costs"). The Merchant must submit any request for payment of Arbitration Costs to JAMS at the same time the Merchant submits its Demand for Arbitration. However, if the Merchant wants Processor to advance the Arbitration Costs for a Small Arbitration Claim before filing, Processor will do so at the Merchant's written request which must be sent to Processor at the address in Section 18 above. If the Merchant's total damage claims in an arbitration exceed $10,000, not including the Merchant's attorney fees ('Large Arbitration Claim"), the arbitrator may award the prevailing party its reasonable attorneys' fees and costs, or it may apportion attorneys' fees and costs between the Merchant and Processor (such fees and costs being separate from Arbitration Costs). In a Large Arbitration Claim case, if the Merchant is able to demonstrate that the Arbitration Costs will be prohibitive as compared to the costs of litigation, ISO will pay as much of the Arbitration Costs as the arbitrator deems necessary to prevent the arbitration If am being cost -prohibitive. Merchant hereby agrees that claims applicable to American Express may be resolved through arbitration as further described in the American Express Merchant Requirements Guide (the "American Express Guide"). A court, not the arbitrator, will decide any questions regarding the validity, scope and/or enforceability of this Section 203 Class Action Waiver. NOTE: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND THE RESOLUTION OF DISPUTES MERCHANT AND GUARANTOR (IF APPLICABLE) ACKNOWLEDGE AND AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS MERCHANT AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND SHALL NOT BE CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PARTIES. 21. FINAL AGREEMENT. This Merchant Agreement and all applicable Addenda attached hereto, is the complete and final agreement between Merchant, Processor and Member Bank for the Card Program services covered by this Merchant Agreement and supersedes all prior or contemporaneous negotiations, stipulations or agreements between them with respect thereto. In the event of any conflict or inconsistency between this Merchant Agreement and any other agreement between Processor or any of its affiliates and Member Bank or any of its affiliates (but not Merchant), such other agreement shall control with respect to such conflict or inconsistency. If any provision of this Merchant Agreement is invalid or unenforceable, the other provisions remain effective. 22. SEVERABILITY. If any term or provision of this Merchant Agreement is found to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Merchant Agreement, but such terns or provisions shall be deemed modified to the extent necessary to render such teni or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth. No part or portion of 20.2 (Arbitration) or Section 20.3 (Class Action Waiver) shall be deemed so integral to either this Agreement us a whole, or to the remaining parts or portions of Sections 20.2 or 20.3 hereof, that the unenforembilily of that part or portion should have any impact on or render the remainder unenforceable. - 23. CONTINUING GUARANTY. - 23.1 As a primary inducement to Processor to enter into the Merchant Agreement, and to approve the Merchant Application of Merchant, the Communist, unist, individually and severally, who signed on the Guarantor signature liners) on the Merchant Application, agree to be bound by all terms and provisions of the Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to Processor and Member Bank under the Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Processor or Member Bank, as such agreements now exist or are =ended tram time to time, with or without notice to Guarantor(s). 23.2 Merchant and Guarantors) further agree to be bound by the terms and provisions of any Merchant Agreement between Processor or Member Bank and any Merchant Affiliate, regardless ofwhether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the till payment and performance of each and all duties and obligations owed la Processor or Member Bank by Merchant Affiliate pursuant to any Merchant Agreement The provisions of Section 23.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate's obligations to Processor or Member Bank under any Merchant Card Processing Agreement. 23.3 Guarantor(s) understands that Processor, without notice to Guunnlor(s)_may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type ofservices provide([ to Merchantall of which may increase the Guarantor's obligations under this Guaranty. Character's) further understands that Processor may proceed directly against Guarantors) without first exhausting Processor's remedies against Merchant, any other person or entity responsible to Processor or any security held by Processor. This Guaranty is continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of die Guarantors) and may be enforced by or for the benefit of any successor of Processor. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarmlor(s). This Guaranty may not be otherwse revoked, suspended, withdrawn or terminated without the express written consent of Processor. 24. AUTHORIZED USERS. To the extent Merchant is granted electronic access to my systems or portals of Processor, Merchant shall be responsible for In ensuring that only authorized users of such systems or portals access the some; (a) keeping all logins, user names, and passwords confidential; and (iii) promptly notifying Processor of any unauthorized access of such login, user names, or passwords; and (iv) all actions taken by anyone using such access, logins, user names, or passwords, even if such actions were not authorized by Merchant. 25. TAXES. Merchant shall be solely responsible for the calculation, collection, and remittance of any sales tax imposed by any government authority in connection with the provision of Merchant's goods or services. Unless Merchant is otherwise. exempt (and can prove such exemption to Processor's satisfaction), Merchant agrees to pay all taxes imposed on the services, equipment, or other property provided to Merchant pursuant to this Agreement. 26. RELATIONSHIP OF THE PARTIES. Merchant designates Processor as its agent to receive payments for transactions processed pursuant to this Card Services Agreement. Processor, however, shall not be considered a partner or fiduciary to Merchant, and nothing in this Merchant Agreement or the rendition of services related to this Merchant Agreement shall be deemed to create ajoint venture, partnership, or fiduciary relationship between or among the parties. Rather, the relationships between Member Bank and Merchant, and between Processor and Merchant, are arm's length commercial relationships. 27. PRODUCTS AND SERVICES, Important Note: Merchaw acknowledges and agrees thal Member Bank and as afJ)ltalev have no obligation or liability wholsoever favc (1) the Producis and Services described Page 8 of 10 UNIVNIERAGMT v22.0421