TERMS AND CONDITIONS
Version: 1.0
Last Modified: 07-17-2017
Terms And Conditions

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SolutionsAe Payment Services Merchant Services Agreement

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This Merchant Services Agreement (the Agreement) is entered into as of the date signed by Merchant (as defined herein) in the signature block below (the Effective Date) by and between SolutionsAe, Inc. having its principal place of business at One West Court Square Suite 750 Decatur Georgia 30030, and the Merchant identified in the signature block at the end of this Agreement (Merchant), provided that Merchant does not modify this Agreement in any manner or form. In the event of modification hereto, such modification shall constitute a counter offer by Merchant to SolutionsAe and this Agreement shall not become effective as of the date signed by Merchant.

. 1 DEFINITIONS.

Financial Institution shall mean one or more of SolutionsAes pre-approved banks or financial institutions, which has agreed to evaluate and provide merchant accounts and payment authorization services to merchants.
Services shall mean the SolutionsAes ePay services used by Merchant, current descriptions can be found at the URL: http://www.merchantssolutionae.com for the ePay services or for the ePay service.
Software shall mean the object code version of SolutionsAes client Software Development Kit (SDK), HTML code, application programming interfaces (APIs), related documentation and other client software or code which SolutionsAe provides to Merchant, including updates, to enable SolutionsAe to provide the Services to Merchant. Unless otherwise specified, Software shall not include any source code. The Software is proprietary to SolutionsAe and is licensed to Merchant under a separate SDK License Agreement at the time of download.
Transaction shall mean information related to the purchase of goods and services from Merchant by a third party. Specifically a Transaction is an authorization, delayed capture, sale or credit data transmission between SolutionsAe and its back end processors.

. 2 MERCHANT OBLIGATIONS.

A. General Service Requirements. Merchant shall be solely responsible for:

The establishment, hosting and maintenance of its Web site(s) and its connection to the Internet (the Merchant Web Site(s)), fulfilling all orders for products and services sold by Merchant to its users on the Merchant Web Site(s) or otherwise, including without limitation transmitting Merchants registration information and Transaction data to SolutionsAe servers via the SolutionsAe web site and ensuring that the data transmitted in conjunction with the Services and for enrollment for the Services is accurate, complete and in the form as requested by SolutionsAe, and is not corrupted due to Merchants systems. Merchant is also responsible for reviewing the Transactions in its account on a regular basis and notifying SolutionsAe promptly of suspected unauthorized activity through Merchant account;
Displaying a web page to users purchasing products or services from Merchant that provides the user with an acknowledgement that a Transaction has been completed and secured by SolutionsAe (the Acknowledgment Page). Merchant agrees that in addition to Merchants branding on the Acknowledgement Page, the Acknowledgement Page will include the relevant ePay logo, provided by SolutionsAe to Merchant. The rights to use the relevant SolutionsAe Logo, name and link to the SolutionsAe Site as necessary to carry out the obligations of this section 2.2 and in accordance with any trademark usage guidelines provided to Merchant by SolutionsAe from time to time upon reasonable notice.
Establishing and maintaining a commercial banking relationship with one or more Financial Institutions. The terms of such relationship shall be determined solely by Merchant and the Financial Institution and will not necessarily reflect or incorporate terms that SolutionsAe may have separately and independently negotiated with Financial Institutions;
Keeping its user name and password confidential. Merchant shall notify SolutionsAe immediately upon learning of any unauthorized use of its user name or password;
Maintaining commercially reasonable business practices in conjunction with use of the Services and complying with all applicable laws and regulations with respect to its use of the Services.

B. Site Access

Inability to Access Service. Merchant agrees to notify SolutionsAe immediately of online processing problems, including but not limited to providing SolutionsAes customer service department with notice within forty-eight (48) hours of it using voice authorizations for its transactions that Merchant would otherwise send through SolutionsAes online payment services gateway.
In no event shall SolutionsAe be liable for transaction processing and other services performed by a solution provider not developed by SolutionsAe, inc.

. 3 SOLUTIONSAES OBLIGATIONS.

Services. Subject to the terms in this Agreement, SolutionsAe agrees to (i) provide to Merchant the Services requested and used by Merchant, including without limitation the transmission of Transaction information to financial processors with whom SolutionsAe has established a relationship, and (ii) provide Merchant with access to standardized reports regarding Merchants Transactions processed using the Services and certain reporting tools to assist Merchant in accounting activities. SolutionsAe hereby grants to Merchant the right to access and use the Services in accordance with the Agreement.
Changes to Services. SolutionsAe may modify the Services from time to time in SolutionsAes reasonable discretion and upon reasonable electronic or written notice to Merchant, provided that such modifications shall not materially diminish the functionality of the Services.
Secure Transactions. SolutionsAe has implemented and will maintain security systems for the transmission of Merchants Transactions, consisting of encryption and firewall technologies that are understood in the industry to provide adequate security for the transmission of such information over the Internet. SolutionsAe does not guarantee the security of the Services or Transaction data, and SolutionsAe will not be responsible in the event of any infiltration of its security systems, provided that SolutionsAe has used commercially reasonable efforts to prevent any such infiltration. Merchant further acknowledges and agrees that SolutionsAe is not responsible for the security of Transaction data or information or any other information stored on Merchants servers or any other partys servers (other than subcontractors of SolutionsAe solely to the extent SolutionsAe is liable for its own actions hereunder).
Technical Support for Services. SolutionsAe shall provide the technical and customer support set forth in Exhibit B attached hereto and incorporated herein.

. 4 PRIVACY.

In addition to the terms and conditions regarding privacy above, Merchant acknowledges and agrees that in the course of providing the Services, SolutionsAe will capture certain transaction and user information (collectively, the Data). Merchant agrees to provide to SolutionsAe, and SolutionsAe shall capture, only the Data that is required by the Payment Software and is necessary for SolutionsAe to provide the Payment Services. SolutionsAe shall not disclose Data to third parties or use the Data, except that SolutionsAe shall have the rights (i) to use the Data as necessary to perform the Services contemplated in this Agreement (including distributing the Data to third parties providing services requested by Merchant); (ii) to maintain the Data as long as necessary or as required by law and used internally for record keeping, internal reporting and support purposes; and (iii) to provide the Data as required by law or court order, or to defend SolutionsAes rights in a legal dispute.

. 5 FEES AND PAYMENT TERMS.

Merchant shall pay to SolutionsAe the fees listed in and in accordance with Exhibit A, attached hereto and incorporated herein for the applicable Services.

. 6 WARRANTY; DISCLAIMER

SolutionsAe represents and warrants that the Services shall conform in all material respects to the applicable documentation provided by SolutionsAe to Merchant. Merchants sole remedy for SolutionsAes breach of this warranty-shall be SolutionsAes reasonable efforts to repair or replace the Services. EXCEPT AS EXPRESSLY SET FORTH ABOVE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, SOLUTIONSAE MAKES NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES OR SOFTWARE, AND ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED BY SOLUTIONSAE. MERCHANT ACKNOWLEDGES THAT SOLUTIONSAE HAS NOT REPRESENTED OR WARRANTED THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY OR WITHOUT COMPROMISE OF THE SECURITY SYSTEMS RELATED TO THE SERVICES.
Merchant represents and warrants that it shall comply with all applicable privacy, consumer and other laws and regulations with respect to its (i) provision, use and disclosure of the Data; (ii) dealings with the users providing the Data; and (iii) use of the Services.

. 7 INDEMNIFICATION.

Merchant will indemnify, defend and hold harmless SolutionsAe, its officers, directors, agents and employees, from and against any and all claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys fees), either arising out of or relating to (i) the breach of any representation or warranty by Merchant, (ii) the sale or use of any product or services sold by Merchant, (iii) claims brought or damages suffered by . any Financial Institution, customer, or prospective customer of Merchant relating to Merchants or its agents misuse of the Services or (iv) the breach of this Agreement or any representation or warranty by Merchant. SolutionsAe will indemnify, defend and hold harmless Merchant, its officers, directors, agents and employees, from and against any damages (including reasonable attorneys fees) arising out of a third party claim that, the Software or Services infringe a United States patent, copyright or trade secret right of a third party. Merchants sole remedies for a claim of infringement shall be SolutionsAes replacement of the infringing Software or Services, SolutionsAes obtaining a license for Merchants continued use of the Software or Services, or SolutionsAes termination of the affected licenses granted hereunder. The indemnification obligation set forth in this Section 7 are contingent upon (x) the indemnified party giving prompt written notice, to the indemnifying party of a claim for which the indemnified party is seeking indemnification, (y) the indemnified party allowing the indemnifying party to control the defense and related settlement negotiations for any such claim, and (z) the indemnified party fully assisting and cooperating in the defense so long as the indemnifying party pays the indemnified partys out-of-pocket expenses. The indemnifying party shall not settle a claim without the written consent of the indemnified party, such consent not to be unreasonably withheld.

. 8 LIMITATIONS ON LIABILITY.

Merchant acknowledges that SolutionsAe is not a financial or credit reporting institution. SolutionsAe is responsible only for providing data transmission to effect certain payment authorizations for Merchant and is not responsible for the results of any credit inquiry, the operation of web sites of ISPs or Financial Institutions or the availability or performance of the Internet, or for any damages or costs Merchant suffers or incurs as a result of any instructions given, actions taken or omissions made by Merchant, Merchants financial processor(s), Merchants Financial Institution or any ISP. IN NO EVENT WILL VERSIONS LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID TO SOLUTIONSAE BY HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM FOR DAMAGES. IN NO EVENT WILL SOLUTIONSAE OR ITS LICENSORS HAVE ANY LIABILITY TO MERCHANT OR ANY OTHER PARTY FOR ANY LOST OPPORTUNITY OR PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT SOLUTIONSAE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Notwithstanding the above, the limitations set forth above shall be enforceable to the maximum extent allowed by applicable law.

. 9 TERM AND TERMINATION

Term. This Agreement will commence on the Effective Date and will continue for a period of one (1) year, unless terminated earlier or suspended according to the provisions of this Agreement.
Termination. Notwithstanding Section 9.1, Merchant may terminate this Agreement upon ten (10) days prior written notice to SolutionsAe for any reason or no reason. SolutionsAe may suspend the performance of the Services (i) following thirty (30) days prior written notice (including an overdue invoice) if Merchant breaches the terms of the Agreement (if such breach is not cured within such 30 day period); and (ii) on (1) day written notice if it reasonably believes Merchant is sending data that corrupts SolutionsAes computer systems or Merchants financial processor or Financial Institution with which Merchant has a merchant account requires such termination. Additionally, SolutionsAe may immediately suspend the Services to Merchant, without prior notice, until SolutionsAe has received the fees due.
Effect of Termination. Upon the expiration or termination of this Agreement for any reason, Merchants rights to use the Services, and any other rights granted hereunder shall immediately cease; and each party will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement will not relieve SolutionsAe or Merchant from any liability arising prior to the termination of this Agreement. Notwithstanding the foregoing, the provisions of Sections 4, 7-10, warranty disclaimers, and Merchants obligations to pay accrued fees through the effective date of termination will survive any termination of this Agreement.

. 10. MISCELLANEOUS TERMS

. a) Force Majeure (Events Beyond the Parties Control). Neither party will be liable for any failure or delay in performing any obligation under this Agreement that is due to causes beyond its reasonable control.
. b) Entire Agreement and Modification. The terms in this Agreement constitute the entire agreement between SolutionsAe and Merchant regarding its subject matter and its terms supersede any (i) prior or simultaneous agreement or terms, whether written or oral or (ii) subsequent online click through agreements pertaining to the same Services hereto that Merchant agreed upon to accomplish the purpose of this Agreement. Except as otherwise provided for herein, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties herein. Merchant acknowledges and agrees that in the event a purchase order (PO) contains additional terms, provisions or language (PO Terms), those PO Terms shall be null and void and fail and the terms of the Agreement shall prevail.
. c) Severability. In the event that any provision of this Agreement is unenforceable or invalid such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
. d) No Assignment. Merchant may not assign this Agreement without the prior written consent of SolutionsAe.
. e) Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to its conflicts of laws principles. The parties acknowledge and agree that this Agreement is made and performed in Mountain View, California.
. f) Export Restrictions. Merchant acknowledges and agrees that it shall not import, export, or re-export directly or indirectly, any commodity, including Merchants products incorporating or using any SolutionsAe products in violation of the laws and regulations of any applicable jurisdiction.
. g) Notice. Except as otherwise provided for in the Agreement, any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective on the date received only if it is sent by a courier service that confirms delivery in writing, or if sent by certified or registered mail, postage prepaid, return receipt requested, addressed, if to SolutionsAe, then to Attention: Legal Department at the SolutionsAe, Inc. corporate headquarters at One West Court Square Decatur, Georgia 30030, and if to Merchant, then to the address provided on the Registration Pages.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the Effective Date.
SolutionsAe, Inc.Legal DepartmentOne West Court Square Decatur, Georgia 30030 Suite 750.

Merchants State of Incorporation or Country of Registration:
Merchants Principal Place of Business
Street: (as per submitted application)
Suite#: (as per submitted application)
City: (as per submitted application)
State: (as per submitted application)
Zip: (as per submitted application)
Country: (as per submitted application)
Phone: (as per submitted application)
Fax: (as per submitted application)
Email: (as per submitted application)
And Billing Address if Different
Street: (as per submitted application)
Suite#: (as per submitted application)
City: (as per submitted application)
State: (as per submitted application)
Zip: (as per submitted application)
Country: (as per submitted application)
Phone: (as per submitted application)
Fax: (as per submitted application)
Email: (as per submitted application)

SIGNATURE BLOCK

SolutionsAE By:
Name: Dr. Ana Everett
Title: CEO
Date: Signature: ACKNOWLEDGE ELECTRONIC SIGNATURE

MERCHANT By:
Name: (as per submitted application)
Title: (as per submitted application)
Date: (as per submitted application)
Signature: (as per submitted application)

Exhibit ASolutionsAe Payment Services Pricing Per Account

Table 1 to known hereafter as the Pricing Schedule:
TABLE 1 included in a separate TERMS SHEET.

Payment Terms.
Set Up Fees:
[included in a separate TERMS SHEET. ]
Monthly Fees:
[included in a separate TERMS SHEET. ]

. 1 Prepayment. Merchant shall submit a Purchase Order (PO) or pay the Set Up Fees set forth in the above Pricing Schedule for the corresponding Number of Accounts set up in ePay to SolutionsAe, Inc. or its designated agent or representative no later than five (5) business days following the Effective Date, and in any case, prior to accessing the Payment Services.
. 2 Termination for Non-Payment Set Up Fees. In the event that Merchant fails to submit PO within the five (5) day period or if Merchant fails to submit the Set Up Fees listed in the invoice in accordance with this the following Section D SolutionsAe may immediately suspend or terminate the Services to the Merchants, without prior notice or additional cure period, until SolutionsAe has received the Set Up Fees due.
b. Monthly Service Fee.
. 1 Payment. In addition to the payment of the Set Up Fee, Merchant agrees in accordance with this Sections (d) to pay SolutionsAe a non-refundable monthly fee to be determined as set forth in the following Section 2.
. 2 Minimum Amount Due Per Month. The total monthly fees due to SolutionsAe each month will the greater of the appropriate Monthly Service Fee in column five (5) or a sum equal to the number of Transaction multiplied by the Transaction Fee that is appropriate for the Volume processed that month.
c. Additional Accounts. Merchant may purchase additional Accounts for [ As per Term Sheet ] per Account by submitting a PO to SolutionsAe incorporating and making reference to this Agreement, in turn SolutionsAe shall bill Merchant in accordance with the proceeding Section D.
d. Invoices Net 30. SolutionsAe shall invoice Merchant (i) on a monthly basis for the applicable Monthly Fees, (ii) upon Merchant submitting a PO or (iii) for fees for additional services provided to Merchant by SolutionsAe. Merchant agrees to pay such invoices within thirty (30) days after the date of the applicable invoice.
e. Merchant acknowledges and agrees that in the event a PO contains additional terms, provisions or language (PO Terms), those PO Terms shall be null and void and fail and the terms of the Agreement shall prevail.
Taxes. All taxes, duties, fees and other governmental charges of any kind (including sales, services and use taxes, but excluding taxes based on the gross revenues or net income of SolutionsAe) which are imposed by or under the authority of any government or any political subdivision thereof on the fees for any of the Payment Services or Payment Software shall be borne by Merchant and shall not be considered a part of, a deduction from or an offset against such fees.
Late Fee. If Merchant does not pay an invoice(s) when due, SolutionsAe may charge a late payment fee on the unpaid amounts equal to the lesser of: (i) per annum, or (ii) the maximum legal rate.
ACH pricing:
[included in a separate TERMS SHEET. ]

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Exhibit B ePay Premium Support
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Telephone, Email and Web-Based Support: SolutionsAe agrees to provide its Premium Support Merchants web-based support, email support, and telephone support (via a toll-free telephone number) 24 hours per day, seven days per week. Premium Support Merchants will receive priority over Merchants without Premium Support in the Merchant support telephone queue. SolutionsAe shall provide premium support Merchants with a Premium Support ID Number that Premium Support Merchants shall use in order to obtain the premium support. SolutionsAe will make commercially reasonable efforts to answer calls within its goal of 2 minutes
Initial Status Update and Incident Escalation: SolutionsAe will use commercially reasonable efforts to respond to all support calls as quickly as possible, and to provide an initial status update according to the following severity levels, established by SolutionsAe and communicated to the merchant during the initial call, for each incident that is not resolved during the initial call:
a. Severity 1 shall be a critical function, such as credit card authorizations or sales, that cannot be performed in the production live environment, and that is significantly affecting the merchants ability to accept transactions from multiple customers. Severity 1 shall also apply when evidence suggests a merchants account has been or is likely to be accessed by an unauthorized party.
b. Severity 2 shall be an important, but not critical, function that cannot be performed in the production live environment. This would include delivery of the daily processing reports through SolutionsAes Manager service, or performing settlement through the processor.
c. Severity 3 shall be a non-critical function that does not meet criteria for Severity 1 or 2. Severity 1 Notified within 60 minutes or as agreed. Severity 2 Notified within 24 business hours or as agreed. Severity 3 Notified within 4 business days or as agreed.
Resolution: SolutionsAe shall use commercially reasonable efforts to resolve the reported incidents, including Payment Services interruptions within the control of SolutionsAe, as quickly as possible.
Reports: At no additional cost, SolutionsAe will make reports of and information regarding transaction activity within certain parameters available for access by SolutionsAe Merchants via a specially designated web site (Manager). SolutionsAe will restrict access to Manager through the use of an authentication mechanism.
Scheduled Service Maintenance: SolutionsAe plans several scheduled maintenance windows each year, usually early Sunday mornings (e.g., 12 a.m. – 4 a.m. Pacific Time) in order to maintain and increase the availability and performance of Payment Services. Upcoming maintenance windows are available by clicking on Maintenance Schedule. SolutionsAe shall in addition make commercially reasonable efforts to provide Merchant with at least forty-eight (48) hours prior notice via email to Merchants Primary Contact at the email address provided by Merchant to SolutionsAe.
Unscheduled Service Outage Notification: In the event of unscheduled SolutionsAe Outages, SolutionsAe will notify Merchant, via email to the email address for the Primary Contact set forth below. SolutionsAe will make commercially reasonable efforts to provide this notification within its goal of 30 minutes. Such notice shall include an estimated time of Services restoration, if SolutionsAe can reasonably make such determination. Once the SolutionsAe Outage is resolved and Services are restored, SolutionsAe will provide a follow-up notice via email to Merchant as soon as reasonably possible but in no event longer than twenty-four (24) hours explaining the reason for the outage, the duration of the outage, and the corrective action taken by SolutionsAe. if appropriate.
Primary Merchant Contact: In order to obtain the support set forth above, the Merchant shall designate and provide to SolutionsAe, a representative (Primary Contact), along with a contact phone number and email address, who shall act as the Merchants support liaison. The Primary Contact is the contact provided most recently as a Primary Contact in Registration, SolutionsAe Manager, or to SolutionsAe Business Services. If the Primary Contact is not available, the Merchant may designate alternate representatives until such time as the Primary Contact is again available provided it notifies SolutionsAe Business Services of the names, phone numbers, and email addresses of the alternate Primary Contacts.
Higher Volume T&C

FOR HIGHER VALUE MERCHANT AND SUB-MERCHANT ACCOUNTS:

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MERCHANT SERVICES AGREEMENT FOR SUB-MERCHANTS
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This MERCHANT SERVICES AGREEMENT FOR SUB-MERCHANTS (Agreement) is made among VANTIV, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively Acquirer) and (as per submitted application) (Sub-merchant) in connection with the agreement between Sub-merchant and SolutionsAE Inc. (Provider). Acquirer will provide Sub-merchant with certain payment processing services (Services) in accordance with the terms of this Agreement. In consideration of Sub-merchants receipt of credit or debit card funded payments, and participation in programs affiliated with MasterCard International Inc. (“MasterCard”), VISA U.S.A. Inc. (“VISA”), Discover (Discover), and certain similar entities (collectively, Associations), Sub-merchant is required to comply with the Operating Regulations (defined below) as they pertain to applicable credit and debit card payments. In addition, if Sub-merchant meets certain requirements under the Operating Regulations or an Association or the Operating Regulations otherwise require, Sub-merchant may be required to enter into a direct relationship with an entity that is a member of the Associations. By executing this Agreement, Sub-merchant has fulfilled such requirement. However, Acquirer understands that Sub-merchant may have contracted with Provider to obtain certain processing services and that Provider may have agreed to be responsible to Sub-merchant for all or part of Sub-merchants obligations contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:

Certain Sub-merchant Responsibilities. Sub-merchant agrees to comply, and to cause third parties acting as Sub-merchants agent (Agents) to comply, with the Associations and other payment networks by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks (collectively “Operating Regulations”). Sub-merchant may review the VISA, MasterCard, and Discover websites for a copy of the Visa, MasterCard and Discover regulations. The websites are: http://usa.visa.com/merchants/ and http://www.mastercard.com/us/merchant/ and http://www.discovernetwork.com/merchants/. Sub-merchant also agrees to comply with all applicable state, federal, and local laws, rules, and regulations (Laws). Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasurys Office of Foreign Assets Control (OFAC) and the Federal Trade Commission. For purposes of this section, Agents include, but are not limited to, Sub-merchants software providers and/or equipment providers.

If appropriately indicated in Sub-merchants agreement with Provider, Sub-merchant may be a limited-acceptance merchant, which means that Sub-merchant has elected to accept only certain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicate the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.

Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-merchant to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-merchant, or for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities.

Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand.

Sub-merchant Prohibitions. Sub-merchant must not i) require a cardholder to complete a postcard or similar device that includes the cardholders account number, card expiration date, signature, or any other card account data in plain view when mailed, ii) add any tax to transactions, unless applicable law expressly requires that a Sub-merchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant, v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service, vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable, or ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.

Settlement. Upon receipt of Sub-merchants sales data for card transactions, Acquirer will process Sub-merchants sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer will fund Sub-merchant, either directly to the Sub-merchant-Owned Designated Account or through Provider to an account designated by Provider (Provider Designated Account), at Acquirers discretion, for such card transactions. Sub-merchant agrees that the deposit of funds to the Provider Designated Account shall discharge Acquirer of its settlement obligation to Sub-merchant, and that any dispute regarding the receipt or amount of settlement shall be between Provider and Sub-merchant. Acquirer will debit the Provider Designated Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer may also debit Sub-merchants designated demand deposit account (Sub-merchant-Owned Designated Account) upon receipt of such account information from Sub-merchant or Provider, or if Acquirer deposits settlement funds into the Sub-merchant-Owned Designated Account. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or Provider.

Term and Termination. This Agreement shall be binding upon Sub-merchant upon Sub-merchants execution. The term of this Agreement shall begin, and the terms of the Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Agreement by issuing a merchant identification number, and shall be coterminous with Providers agreement with Sub-merchant.

Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Agreement without notice if (i) Sub-merchant or Provider fails to pay any amount to Acquirer when due, (ii) in Acquirer’s opinion, provision of a service to Sub-merchant or Provider may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquire determines Sub-merchant poses a financial or regulatory risk to Acquirer or an Association, (v) Acquirers agreement with Provider terminates, (vi) any Association deregisters Provider, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by any of the Associations.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach.

EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchants sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Providers processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirers then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirers relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirers relationship with Sub-merchant.

Miscellaneous. This Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard to conflicts of law provisions. This Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirer. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-merchant and is not for the benefit of, and may not be enforced by, any other party. Acquirer may amend this Agreement upon notice to Sub-merchant in accordance with Acquirers standard operating procedure. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if such provision is not contained in the Agreement Member Bank as used in this Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement. As of the commencement of this Agreement, Member Bank shall be Fifth Third Bank, an Ohio Banking Corporation, located in Cincinnati, OH 45263. The Member Bank is a party to this Agreement. The Member Bank may be changed, and its rights and obligations assigned to another party by Acquirer at any time without notice to Sub-merchant.

IN WITNESS WHEREOF, this Agreement has been executed by Sub-merchants authorized officer as of the date set forth below.

SUB-MERCHANT: (as per submitted application)
By: (as per submitted application)
Name: (as per submitted application)
Title: (as per submitted application)
Date: (as per submitted application)
Address: (as per submitted application)