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MERCHANT CARD PROCESSING AGREEMENT
<br />this Merchant Card Processing Agreement ( "MPA ") is for merchant card payment
<br />Processing services among the Merchant that signed the Application for Merchant Card
<br />Processing ("Merchant Application'), the Merchtmt Bank, and the Processor The
<br />Merchant Application and the MPA are hereinafter collectively referred to as the
<br />"Merchant Agreement" "file Processor and the Merchant Bank are hereinafter collectively
<br />referred to as the "Bank Subjeel to the requirements of the Operating Rules, Processor
<br />and Merchant Batik reserve the right to allocate Bank's duties laid obligations amongst
<br />themselves as they deem appropriate in their sole discretion, and Merchant Bank or
<br />Processor may jointly or individually assert or exercise any rights or remedies provided to
<br />Bank hereunder.
<br />If elected by Merchant on the Merchant Application, Processor will settle American
<br />Expres all Card and DiscoverlD Network transactions in accordance with the terms set forth
<br />in the Merchant Application and in doing so. Processor does not represent or indicate in
<br />any way that Merchant Bank sponsors Processor into lire American Express Network and
<br />Discover Network. Mitcham Bank does not sponsor Processor into the American Express
<br />Network and Discover Network, is not providing or agreeing to provide Merchant any
<br />services hereunder with respect to American Express Card and Discover Network Card
<br />transactions, does not determine as approve or agree upon any fees, changes, pricing, or any
<br />other lens and conditions, relating to American Express Card and Discover Network Card
<br />transactions, and has no responsibility or liability to Merchant for American Express bud
<br />and Discover Network Card transactions. Nor does Merchant Bank provide or agree to
<br />provide Merchant any services hereunder or have any responsibility or liability to Merchant
<br />with respect to any PIN -based debit or stored valueor electronic benefit transfer
<br />transactions (except only to the extent, if any, required under Visa's or
<br />MasterCard's Operating Rules or mandatory provisions of applicable law), or any JCB,
<br />Cane Blanche, or other Card type transactions (other than Visa and MasterCard Credit
<br />and non -PIN based debit stored value /electronic benefit annsnctions, including any such
<br />Examinations made with Diner's Intemational Cards which also carry the MasterCard Mark
<br />and are processed as MasterCard transactions), any CrossCheck or other Check Services
<br />transactions, merchant gift or loyalty card transactions, or any other services specified tit
<br />the Merchant Application as covered in whole or in part by this Agreement but as not being
<br />provided by Merchant Bank. To the extent applicable to American Express Card or
<br />American Express Network immoctions and Discover Network Cards or Discover Network
<br />Card transactions, or to any of the other types of Cards, transactions or services referred to
<br />above ar in the Merchant Application as not being provided by Merchant Bank, any
<br />reference herein or in any of the other documents constituting part of the "Mercian[
<br />Agreement' (as defined below] to the terms "Batik" or "Merchant Bank" (except only to
<br />the extent the reference constitutes a complete disclaimer of responsibility or liability on
<br />the part of Bank or Merchant Bank, or constitutes an obligation on the pan of Merchant to
<br />malermnfy, defend or hold harmless Bank or Merchant Bank Four or against any
<br />responsibility or liability) means Processor only.
<br />The appendices, addenda, schedules, Operating Guide and Pee Schedule that accompany
<br />this Merchant Card Processing Agreement, as amended from time to time as provided
<br />herein, are part of the terms and conditions of this Merchant Agreement, as are the
<br />Merchant Application and the Operating Rules, and are barricade, individually and
<br />collectively referred to as the "Merchant Agreement."
<br />Copitaliud terms used in this Merchant Agreement which are not defined herein
<br />shall Iowa the mooning given to them in the Operating Guide, which can be found at
<br />6tto:// wove .tenoe(Srar.com /Aoenaenm.htvd, aril which is incorporated by reference
<br />into this Agreement and may be amended from time to time by Bradt upon notice to
<br />Merchant.
<br />According to the processing services selected by Merchant on the Merchant Application
<br />and, in accordance with the terms of this Merchant Agreement and applicable Operating
<br />Rules, Merchant agrees to participate in the Bank's Card processing program by honoring
<br />Cards in accordance with this Merchant Agreement and to submit Transaction Receipts,
<br />Credit Traresert on Receipts mid other electronic data to Bank for the Card Program
<br />services provided by Bank.
<br />With respect to Visa Transactions :
<br />Merchant Bank is responsible for providing settlement funds directly to Merchant, and
<br />Processor shall not have access to or hold settlement funds.
<br />With respect to MasterCard Transactions',
<br />a) For purposes of the Merchant Agreement and performance of the Merchant
<br />Agreement by Processor, (i) Processor is the exclusive agent of Merchant Bank (ii)
<br />Merchant Bank is at all times and entirely responsible for. and in control of, Processor's
<br />performance; and (iii) Merchant Bank must approve, in advance, any fee to or obligation of
<br />the Merchant arising from or related to performance of the Merchant Agreement.
<br />b) The Merchant Agreement is not effective and may not be modified in any respect
<br />without the express written consent of Merchant Bank.
<br />e) Processor may not have access, directly or indirectly, to any account for funds or
<br />funds due to a Merchant and/or funds withheld Gom a Merchant for Chargebacks arising
<br />from, or related to, performance of the Merchant Agreement Merchant Batik may not
<br />assign or otherwise transfer an obligation to pay or reimburse a Merchant raising from, or
<br />related to, performance of the Merchant Agreement W Processor.
<br />d) Processor may not subcontract, sublicense, assign, license, franchise, m in any
<br />mamser extend or transfer to any third party, any right or obligation of Processor set forth
<br />in the Merchant Agreement,
<br />I. ME.RCIIAN 4S APPLICATION AND INFORMATION. By completing the
<br />Merchant Application, Merchant applies for the Card Program services covered by Elie
<br />Merchant Application and this Merchant Agreement. In their sole and absolute discretion,
<br />Processor and/or Merchant Bonk may accept or reject Merchant's Merchant Application.
<br />Merchant may present Transactions to Bank only for the activities and in the volumes
<br />described on the Merchant Application, including Elie percentage of Mail/Phone Order and
<br />Electronic Commerce transactions. Presentation of the first "transaction, including any
<br />test Transaction, by Merchant to Bank signifies Merchant's acceptance and agreement to
<br />be bound by this Merchant Agreement
<br />Z. MERCHANT'S GENERAL DUTIES.
<br />11 General. Merchant will comply with this Merchant Agreement (including the
<br />tents of the Operating Guide) for submitting and processing Transactions with Bank.
<br />Bank is responsible to Merchant for processing Transactions under the Operating Rules for
<br />the Card Program services to which Merchant subscribes, which may vary among Card
<br />types.
<br />2.2 Merchant's Responsibility for Acts of Others. Merchant, and not Bank, is
<br />responsible for any advice from, acts of, as well as omissions, acts of fraud or acts of
<br />misconduct by Merchant's employees, processors, cansulmnts, advisors, contractors.
<br />Merchant Servicers, Agents, officers and directors, Merchant, and not Bank, is responsible
<br />for the use, unauthorized rise or misuse of Merchant's equipment, POS Equipment. or
<br />software
<br />2.3 Electronic and Paperless Notices and Disclosures. Merchant consents to
<br />receiving electronically rather than in paper farm all written notices, disclosures and other
<br />documents ("Documents") which are to be provided by Bank to Memhtmt under this
<br />Merchant Agreement. Bank will notify Merchant that a Document is available at
<br />Processor's web site will a link to that specific page of the web site containing the
<br />Document. Merchant agrees that such notification may be sent to Merchant at the e-mail
<br />address provided as part of the Merchant Application,
<br />By Merchant affirmatively checking line box to consent to receive paperless delivery of IRS
<br />Notices on Ate Merchant Application, Merchant acknowledges that it has reviewed and
<br />received the Consent to Paperless Delivery of IRS Notices, located at
<br />httn' / /wrvrr trnnsOmt con /doer me t I t 1 and that Merchant consents and agrees to
<br />receive IRS notifications by paperless delivery .
<br />Merchant understands and acknowledges that access to the Internet and a -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 as costs related
<br />to accessing Documents electronically or by paperless delivery and Merchant agrees that
<br />Merchant is responsible for these related access costs.
<br />At any time, anti William giving Merchant advance notice. Merchant 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 the Merchant's last known address,
<br />as provided by Merchant, or such Document shall otherwise be provided as provided for
<br />herein.
<br />3. PROCEDURES FOR CARD TRANSACTIONS.
<br />11 Honoring Cads.
<br />(a) Limited Acceptance. If appropriately indicated herein, Merchant shall be a
<br />Limited Acceptance Merchant, which means dint Merchant has elected to accept only
<br />certain Visa and MasterCard card types as indicated on the Merchant Application, or via
<br />later notification. The Visa or MasterCard Credit acceptance option on the Merchant
<br />Application refers to Visa Credit and Business transactions, and is what MasterCard refers
<br />to as "Other Card" transactions- Notwithstanding anything to the contrary in the
<br />PP 'cotton, Merchant can elect in to accept only Visa or MasterCard non -PIN based
<br />debir/sfored vrdueoductronic benefit transactions (sometimes referred to as "signature
<br />debit" transactions, whether or not an actual signature is required). or (it) to accept only
<br />Visa or MasterCard Credit transactions, or (iii) to accept all Visa or MasterCard Credit and
<br />signature debit transactions; provided, however, that a Merchant who accepts any Visa or
<br />MasterCard Card types must accept all valid Visa or MasterCard Card types issued by a
<br />non -U.S. issue,. Merchant is not required no accept Card bands other than Visa or
<br />MasterCard in order to accept Visa or MasterCard Cards (except that transactions using
<br />Diner's International Cards which also carry the MasterCard Mark most be accepted if
<br />Merchant accepts MasterCard Card transactions of the same type). Bank has no obligation
<br />other than those expressly provided under the Operating Rules and applicable law as they
<br />may relate to limited Acceptance. Batik's obligations do not include policing card types at
<br />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 cad types) of transactions
<br />at the point of sale submitted for processing by Bank. Should Merchant submit a
<br />transaction for processing for a card type it has indicated it does not wish to accept, Bank
<br />may process that transaction and Merchant will pay the applicable fees, charges, and
<br />Assessments associated with that transaction. Merchant will comply with any applicable
<br />laws and Operating Rules for the cad type processed.
<br />(h) Discover If Merchant has chosen to accept Discover Card Transactions in
<br />the Merchant Application, Merchant must accept Discover Cards at all Merchant
<br />establishments, including in payment for purchases of goods and services, for charitable
<br />enninflan ions and for Crash Over Transactions (subject to the temu of the Operating Guidek
<br />when Formerly presented for payment by a Cardholder. Subject to this section, a Merchant
<br />must create a Transaction Receipt for each Discover Card l i'anski tion and deliver at least
<br />one copy ofthe Transaction Receipt to the Cardholder A Merchant may issue a Cash Over
<br />(subject to the terms of the Operating Guide) in connection with a Discover Card
<br />Transaction. -the Merchant must deliver a s angle Audcnznlmn Request for the aggregate
<br />total of the goods /services purchase amount and the Cash Over amount In addition, the
<br />Transaction Receipt must include both the purchase amount and the Cash Over amount.
<br />(c) PayPilTM. If Merchant has chosen to accept PayPal Payment Card
<br />Tmnsactions in the Merchant Application, Merchant must accept PayPal Payment Cards at
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