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CARD SERVICES TERMS & CONDITIONS - GOVERNMENT ENTITIES
1. GENERAL.
1.1. The "Card Services Agreement" consists of these Card Services Terms & Conditions and the Merchant
Application and is made by and among Merchant (or "you"), Global Payments Direct, Inc. ("Global
Direct"), and Member (as defined below). The provisions in the Card Services Agreement are
applicable to Merchant if Merchant has signed the appropriate space in the Acceptance of Terms &
Conditions/Merchant Authorization section of the Merchant Application. The member bank identified
in the Merchant Application ("Member") is a member of Visa USA, Inc. ("Visa") and Mastercard
International, Inc. ("Mastercard"). Global Direct is a registered independent sales organization of Visa®,
a member service provider of Mastercard®, a registered Program Participant of American Express
Travel Related Services Company, Inc. ("American Express"), and a registered acquirer for Discover
Financial Services LLC ("Discover"). Any references to the Debit Sponsor shall refer to the debit sponsor
identified below.
1.2. Merchant and Global Direct agree that the rights and obligations contained in these Card Services
Terms and Conditions do not apply to the Member with respect to American Express®, Discover® and
PayPal® transactions and Switched Transactions (as defined below). To the extent Merchant accepts
Discover cards, the provisions in this Card Services Agreement with respect to Discover apply if Merchant
does not have a separate agreement with Discover. In such case, Merchant will also be enabled to accept
JCB®, China UnionPay®, Diner's Club® and, for card present transactions, PayPal cards under the
Discover network and such transactions will be processed at the same fee rate as Merchant's Discover
transactions are processed. To the extent Merchant accepts Discover cards and has a separate agreement
with Discover, Discover and PayPal card transactions shall be processed as Switched Transactions (as
defined below). To the extent Merchant accepts American Express cards, the provisions in this Card
Services Agreement with respect to American Express apply if Merchant does not have a separate
agreement with American Express.
1.3. Under the terms of the Card Services Agreement, Merchant will be furnished with the services and
products, including any software, described herein and in the Merchant Application and selected by
Merchant therein (collectively and individually, as applicable, the "Services"). Any Merchant accepted
by Global Direct for card processing services agrees to be bound by the Card Services Agreement,
including the terms of the Merchant Application and these Card Services Terms & Conditions as may be
modified or amended in the future. A Merchant's submission of a transaction to Global Direct shall
be deemed to signify Merchant's Acceptance of the Card Services Agreement, including the Terms
and Conditions herein.
1.4. Except as expressly stated in the first three paragraphs of section 13, all terms and conditions of this Card
Services Agreement shall survive termination.
2. SERVICE DESCRIPTIONS.
2.1. Credit Card Processing Services: Global Direct's credit card processing services consist of authorization
and electronic draft capture of credit card transactions; outclearing of such transactions to the
appropriate card associations and/or issuers (e.g., Visa, Mastercard, American Express, Diners,
Discover); settlement; dispute resolution with cardholders' banks; and transaction -related reporting,
statements and products. From time to time under this Card Services Agreement, upon Merchant's
request, Global Direct may facilitate the transmission of certain payment card transactions ("Switched
Transactions") to the respective card issuers, including but not limited to American Express, Diners
Club and various fleet, private label and commercial cards. Switched Transactions require Global
Direct's prior written approval and are subject to applicable pricing; Global Direct does not purchase
the indebtedness associated with Switched Transactions.
Card Services Ts & Cs Government Entities v1.2020 Page 1 of 21 CONFIDENTIAL
2.2. EBT Transaction Processing Services: Global Direct offers electronic interfaces to Electronic Benefits
Transfer ("EBT") networks for the processing of cash payments or credits to or for the benefit of benefit
recipients ("Recipients"). Global Direct will provide settlement and switching services for various Point
of Sale transactions initiated through Merchant for the authorization of the issuance of the United States
Department of Agriculture, Food and Nutrition Services ("FNS") food stamp benefits ("FS Benefits")
and/or government delivered cash assistance benefits ("Cash Benefits," with FS Benefits, "Benefits") to
Recipients through the use of a state -issued card ("EBT Card").
2.3. Provisions regarding debit card services are set forth in section 27 below.
2.4. Provisions regarding Decline Minimizer Services are set forth in section 29 below.
2.5. Provisions regarding CallPop OpenEdge Services are set forth in section 30 below.
2.6. With respect to Visa and Mastercard products, Merchant may elect to accept credit cards or debit/prepaid
cards or both. Merchant shall so elect on the Merchant Application being completed contemporaneously
herewith. Merchant agrees to pay and Merchant's account(s) will be charged pursuant to section 5 of
this Card Services Agreement for any additional fees incurred as a result of Merchant's subsequent
acceptance of transactions with any Visa or Mastercard product that it has elected not to accept.
3. PROCEDURES.
3.1. Merchant will permit holders of valid cards bearing the symbols of the cards authorized to be accepted
by Merchant hereunder to charge purchases or leases of goods and services and the debt resulting
therefrom shall be purchased hereunder, provided that the transaction complies with the terms of this
Card Services Agreement. All indebtedness submitted by Merchant for purchase will be evidenced by
an approved sales slip. Merchant will not present for purchase any indebtedness that does not arise
out of a transaction between a cardholder and Merchant. Merchant agrees to follow the Card
Acceptance Guide which is incorporated into and made part of this Card Services Agreement, and to be
bound by the operating regulations, requirements, and rules of Visa, Mastercard, American Express,
Discover, PayPal and any other card association or network organization covered by this Card Services
Agreement, as any of the above referenced documents may be modified and amended from time to time.
Merchant acknowledges that the Card Acceptance Guide is located on Global Direct's website at
www.globalpaymentsinc.com. Without limiting the generality of the foregoing, Merchant agrees to
comply with and be bound by, and to cause any third party who provides Merchant with services related
to payment processing or facilitates Merchant's ability to accept credit and debit cards and who is not a
party to this Card Services Agreement to comply with and be bound by, the rules and regulations of Visa,
Mastercard, American Express, Discover, PayPal and any other card association or network organization
related to cardholder and transaction information security, including without limitation, all rules and
regulations imposed by the Payment Card Industry ("PCI") Security Standards Council (including
without limitation the PCI Data Security Standard), Visa's Cardholder Information Security Program,
Mastercard's Site Data Protection Program, and Payment Application Best Practices. Merchant also
agrees to cooperate at its sole expense with any request for an audit or investigation by Global Direct,
Member, a card association or network organization in connection with cardholder and transaction
information security.
3.2. Without limiting the generality of the foregoing, Merchant agrees that it will use information obtained
from a cardholder in connection with a card transaction solely for the purpose of processing a transaction
with that cardholder or attempting to re -present a chargeback with respect to such transaction. To the
maximum extent permissible under applicable law, Merchant will indemnify and hold Global Direct and
Member harmless from any fines and penalties issued by Visa, Mastercard, American Express,
Discover, PayPal or any card association or network organization and any other fees and costs arising
out of or relating to the processing of transactions by Global Direct and Member at Merchant's
location(s) and will reimburse Global Direct for any losses incurred by Global Direct with respect to any
such fines, penalties, fees and costs except to the extent that such fines, fees or costs arise solely from the
gross negligence or willful misconduct of Global Direct.
3.3. Without limiting the generality of any other provision of this Card Services Agreement, Merchant also
agrees that it will comply with all applicable laws, rules and regulations related to both: (a) the
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truncation or masking of cardholder numbers and expiration dates on transaction receipts from
transactions processed at Merchant's location(s), including without limitation the Fair and Accurate
Credit Transactions Act and applicable state laws ("Truncation Laws"); and (b) the collection of
personal information from a cardholder in connection with a card transaction, including all applicable
state laws ("Laws on Collection of Personal Information"). As between Merchant, on the one hand,
and Global Direct and Member, on the other hand, Merchant shall be solely responsible for complying
with all Truncation Laws and Laws on Collection of Personal Information and will, to the maximum
extent permissible under applicable law, indemnify and hold Global Direct and Member harmless from
any claim, loss or damage resulting from a violation of Truncation Laws or Laws on Collection of
Personal Information as a result of transactions processed at Merchant's location(s).
3.4. Global Direct may, from time to time, issue written directions (via mail or Internet) regarding procedures
to follow and forms to use to carry out this Card Services Agreement. These directions and the terms of
the forms are binding as soon as they are issued and shall form a part of these Card Services Terms &
Conditions. Such operating regulations and rules may be reviewed upon appointment at Global Direct's
designated premises and Merchant acknowledges that it has had the opportunity to request a review
and/or review such operating regulations and rules in connection with its execution of this Card Services
Agreement.
4. MARKETING. Merchant shall adequately display the card issuer service marks and promotional materials
supplied by Global Direct. Merchant shall cease to use or display such service marks immediately upon notice
from Global Direct or upon termination of this Card Services Agreement.
5. PAYMENT, CHARGES AND FEES. Fees and charges payable by Merchant for all products, services and
applications, whether provided by Global Direct, a third party through Global Direct, or directly by a third
party with Global Direct collecting monies with respect thereto (e.g., a POS Vendor Fee), shall be as set forth in
the Merchant Application (exclusive of taxes, duties and shipping and handling charges). With respect to POS
Vendor Fees, Global Direct does not control and is not responsible for the POS Vendor Fees charged to
Merchant, and the pricing for any such fees depends on Merchant's agreement with such third party.
Merchant shall at all times maintain one or more commercial checking accounts with Member or with another
financial institution of Merchant's choice acceptable to Member and Global Direct that belongs to the
Automated Clearing House ("ACH") network and which can accept ACH transactions. Merchant will be paid
for indebtedness purchased under this Card Services Agreement by credit to Merchant's account(s).
Merchant's account(s) will be credited for the gross amount of the indebtedness deposited less the amount
of any credit vouchers deposited. Merchant shall not be entitled to credit for any indebtedness that arises
out of a transaction not processed in accordance with the terms of this Card Services Agreement or the rules
and regulations of a card association or network organization. Availability of any such funds shall be subject
to the procedures of the applicable financial institution. Chargebacks and adjustments will be charged to
Merchant's account(s) on a daily basis. Merchant agrees to pay and Merchant's account(s) will be charged for
the discount, fees, product service costs, chargebacks, and other fees and charges described in this Card
Services Agreement. Merchant also agrees to pay and Merchant's account(s) will be debited for all fees,
arbitration fees (such arbitration fees to be allocated equally among Merchant and the applicable third party),
fines, penalties, etc. charged or assessed by third parties, the card associations or network organizations on
account of or related to Merchant's processing hereunder, including without limitation with regards to any
third party who provides Merchant with services related to payment processing or facilitates Merchant's
ability to accept credit and debit cards and who is not a party to this Card Services Agreement. If any type of
overpayment to Merchant or other error occurs, Merchant's account(s) may be debited or credited, without
notice, and if Merchant's account(s) do not contain sufficient funds, Merchant agrees to remit the amount
owed directly to Global Direct. Merchant agrees not to, directly or indirectly, prevent, block or otherwise
preclude any debit by Global Direct or Member to Merchant's account which is permitted hereunder.
Merchant represents and warrants that no one other than Merchant has any claim against such indebtedness
except as authorized in writing by Member and Global Direct. Merchant hereby assigns to Member and Global
Direct all of its right, title, and interest in and to all indebtedness submitted hereunder, agrees that Member
and Global Direct have the sole right to receive payment on any indebtedness purchased hereunder, and
further agrees that Merchant shall have no right, title or interest in any such funds, including any such funds
held in a Reserve Account (as defined below).
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6. EQUIPMENT AND SUPPLIES/THIRD PARTY SERVICES.
6.1. Merchant agrees that it will not acquire any title, copyrights, or any other proprietary right to any
advertising material; leased equipment including imprinters, authorization terminals, card reader
hardware or printers; software; credit card authenticators; unused forms (online or paper); all hardware
and software related to the CallPop OpenEdge Services (as defined below); and Merchant deposit
plastic cards provided by Global Direct in connection with this Card Services Agreement. Merchant
will protect all such items from loss, theft, damage or any legal encumbrance and will allow Global
Direct and its designated representatives reasonable access to Merchant's premises for their repair,
removal, modification, installation and relocation. Merchant acknowledges that any equipment or
software provided under this Card Services Agreement is embedded with proprietary technology
("Software"). Merchant shall not obtain title, copyrights or any other proprietary right to any Software.
At all time, Global Direct or its suppliers retain all rights to such Software, including but not limited to
updates, enhancements and additions. Merchant shall not disclose such Software to any party, convey,
copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or
create any derivative work based on such Software, or transmit any data that contains software viruses,
time bombs, worms, Trojan horses, spyware, disabling devices, or any other malicious or unauthorized
code. Merchant's use of such Software shall be limited to that expressly authorized by Global Direct.
Global Direct's suppliers are intended third party beneficiaries of this Card Services Agreement to the
extent of any terms herein pertaining to such suppliers' ownership rights; such suppliers have the right
to rely on and directly enforce such terms against Merchant.
6.2. The operating instructions or user guides will instruct Merchant in the proper use of the terminals, other
hardware or payment application(s), and Merchant shall use and operate the terminals, other hardware
or payment application(s) only in such manner. If Merchant has purchased the relevant
maintenance/help desk service hereunder, Merchant will promptly notify Global Direct of any equipment
malfunction, failure or other incident resulting in the loss of use of the equipment or software or need
for repair or maintenance, whereupon Global Direct will make the necessary arrangements to obtain
required maintenance or replacement software or hardware. Merchant is responsible for shipping costs.
Merchant shall cooperate with Global Direct in its attempt to diagnose any problem with the terminal,
other hardware or payment application(s). If Merchant's terminal requires additional Software,
Merchant is obligated to cooperate and participate in a dial in down line load procedure. With respect to
any item of equipment leased to Merchant by Global Direct, Merchant will not be liable for normal wear
and tear, provided, however, that Merchant will be liable to Global Direct if any leased item of equipment
is lost, destroyed, stolen or rendered inoperative. To the extent permissible under applicable law,
Merchant will indemnify Global Direct against any loss arising out of damage to or destruction of any
item of equipment or software provided hereunder for any cause whatsoever. Merchant also agrees, to
the extent permissible under applicable law, to hold harmless and indemnify Global Direct for any costs,
expenses, and judgments Global Direct may suffer, including reasonable attorney's fees, as a result of
Merchant's use of the equipment or software provided hereunder. Any unused equipment in its original
packaging purchased from Global Direct hereunder may be returned to Global Direct at Merchant's
expense within 60 days of receipt. Merchant shall receive a refund of any money paid in connection
therewith subject to a re -stocking fee of an amount equal to 20 percent of the total purchase price for the
returned equipment. No refunds shall be issued for any equipment returned after 60 days.
6.3. Merchant acknowledges that some of the services and applications to be provided by Global Direct and
Member hereunder may be provided by third parties. Merchant agrees that except for its right to utilize
such services in connection with this Card Services Agreement, it acquires no right, title or interest in any
such services. Merchant further agrees that it has no contractual relationship with any third party
providing Services under this Card Services Agreement and that Merchant is not a third party beneficiary
of any agreement between Global Direct or Member, as applicable, and such third party. Merchant may
not resell the services of any third party providing Services under this Card Services Agreement to any
other party.
6.4. Merchant acknowledges that it may directly obtain software platform services from a third party that
facilitate or integrate Global Direct's Services as set forth in section 2. Global Direct does not control and
is not responsible for such software platform services or any fees (and their occurrence) charged by
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such third party to Merchant related to such software platform services. The pricing for Merchant's
use of any third -party platform services and any associated fees depends on Merchant's agreement
with such third party. Merchant authorizes Global Direct to collect all monies related to Merchant's use
of such third -party software (i.e., the POS Vendor Fee) on behalf of such third party as set forth in the
Merchant Application and Merchant's agreement with such third party. Global Direct is not responsible
for the acts or omissions of any third party and shall have no responsibility for or liability in connection
with any software platform services Merchant receives from a third party, even if Global Direct collects
monies with respect to such software or services. Global Direct makes no representation or warranty
with respect to such third party's software platform services or such third party's access to or ability to
integrate with the products, services, and systems of Global Direct and any such access or ability may
terminate at any time and Global Direct shall have no obligation to advise Merchant of such termination.
FINANCIAL INFORMATION. Merchant agrees to furnish Global Direct and Member such financial statements
and information concerning Merchant as Global Direct or Member may from time to time request. Global
Direct and Member, or their duly authorized representatives, may examine the books and records of
Merchant, including records of all indebtedness previously purchased or presented for purchase. Merchant
agrees to retain copies of all paper and electronic sales slips and credit slips submitted to Global Direct for
a period of two years from submission, or such longer period of time as may be required by the operating
rules or regulations of the card associations or network organizations, by law, or by Global Direct as
specifically requested in writing in individual cases.
8. CHANGE IN BUSINESS. Merchant agrees to provide Global Direct and Member 60 days prior written notice of
its: (a) transfer or sale of any substantial part (ten percent or more) of its total stock, assets and/or to
liquidate; or (b) change to the basic nature of its business, or (c) provided that Merchant has not indicated
on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions,
conversion of all or part of the business to mail order sales, telephone order sales, Internet -based sales or to
other sales where the card is not present and swiped through Merchant's terminal or other card reader. Upon
the occurrence of any such event, the terms of this Card Services Agreement may be modified to address
issues arising therefrom, including but not limited to requirements of applicable card associations or network
organizations.
9. TRANSFERABILITY. This Card Services Agreement is not transferable by Merchant without the prior written
consent of Global Direct and Member. Any attempt by Merchant to assign its rights or to delegate its
obligations in violation of this paragraph shall be void. Merchant agrees that the rights and obligations of
Global Direct hereunder may be transferred by Global Direct without notice to Merchant. Merchant agrees
that the rights and obligations of Member hereunder may be transferred to any other member without notice
to Merchant. Merchant acknowledges that the transferable rights of Global Direct and Member hereunder
shall include, but shall not be limited to, the authority and right to debit the Merchant's account(s) as described
herein.
10. WARRANTIES AND REPRESENTATIONS.
10.1. Merchant warrants and represents to Global Direct and Member: (a) that each sales transaction
delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the amount shown
on the sales slip as the total sale and constitutes the binding obligation of the cardholder, free from any
claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other
evidence of indebtedness will accurately describe the goods and services which have been sold and
delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully
with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant
will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or
complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and
authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been
consummated and the sales slip prepared in full compliance with the provisions of the Card
Acceptance Guide and the operating regulations and rules of the applicable card association or network
organization, as amended from time to time; (g) provided that Merchant has not indicated on the
Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that
none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet,
or where the card is not physically present at the Merchant's location and swiped through Merchant's
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terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips
for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail
order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to
Global Direct and Member for processing until the goods and/or services are shipped or performed, as
applicable, unless otherwise permitted by the card associations or network organizations, (i) that sales
transactions submitted hereunder for purchase representing sales to any principal, partner, or
proprietor of Merchant shall not constitute an unreasonable portion of Merchant's transactions relative
to the Merchant's legitimate business requirements, 0) that, without limiting the generality of the
foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of
information related thereto, will comply with the rules and regulations of Visa, Mastercard, American
Express, Discover, PayPal and any other card association or network organization related to cardholder
and transaction information security, including without limitation PCI Data Security Standards, Visa's
Cardholder Information Security Program and Mastercard's Site Data Protection Program, and (k) that
all of the information contained in this Card Services Agreement (including the Merchant Application)
is true and correct. If that any of the foregoing warranties or representations is breached, the affected
sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the
Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the
result of a sale of Merchant's goods or services offered to the general public or if Merchant submits any
sales transactions for purchase hereunder which represents an unreasonable sales transaction to any
principal, partner, or proprietor, of Merchant, such sales transaction may be refused or charged back.
10.2. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express,
Novus, or any other third -party provider. If Merchant elects to use a third -party terminal provider, that
provider becomes Merchant's agent for the delivery of card transactions to Global Direct via the
applicable card -processing network. Global Direct and Member shall have no responsibility for or
liability in connection with any hardware, software or services Merchant receives from a third party
agent, even if Global Direct collects monies with respect to such hardware, software or services. Neither
Global Direct nor Member makes any representation or warranty with respect to such agent's access to
or ability to integrate with the products, services, and systems of Global Direct and any such access or
ability may terminate at any time and Global Direct shall have no obligation to advise Merchant of such
termination. Merchant agrees to assume full responsibility and liability for any failure of such agent to
comply with the operating regulations and rules of the applicable card association or network
organization, including without limitation any violation, which results in a chargeback to the Merchant.
Global Direct and Member have no responsibility for any card transactions until it receives data for the
card transaction in the format required by Global Direct. Merchant also agrees that the obligation
hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is
limited to the value of the transactions (less applicable fees) received by the card -processing network
from the agent.
10.3.Neither Member, nor Global Direct, nor any Supplier makes any representations or warranties,
express or implied, including without limitation any warranty of merchantability or fitness for a
particular purpose with respect to any terminal, any equipment, software or services leased, sold,
or otherwise furnished hereunder.
11.INDEMNITY. Merchant agrees to satisfy directly with the cardholder any claim or complaint arising in
connection with the card sale, regardless of whether such claim or complaint is brought by the cardholder,
Global Direct, or another party. To the extent permissible under applicable law, Merchant agrees to indemnify
defend and hold Global Direct, Member and their respective parent companies, subsidiaries and affiliates
(including, without limitation, the respective officers, directors, employees, attorneys, shareholders,
representatives and agents of all of the foregoing) harmless from and against any and all liabilities, judgments,
arbitration awards, settlements, actions, suits, claims, demands, losses, damages, costs (including, but not
limited to, court costs and out of pocket costs and expenses), expenses of any and every type, litigation
expenses, and attorneys' fees, including, but not limited to, attorneys' fees incurred in any and every type of
suit, proceeding, or action, including but not limited to, bankruptcy proceedings, in connection with, by virtue
of, or arising from, either directly or indirectly: (a) any card transaction that does not conform to the
requirements of this Card Services Agreement, the rules and regulations of any card association or applicable
laws; (b) any card transaction or any act or omission of Merchant in connection with a cardholder; (c)
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Merchant's breach or default or an alleged breach or default of or under any term, covenant, condition,
representation, warranty, obligation, undertaking, promise or agreement contained in this Card Services
Agreement or in any agreement (whether oral or written) with any cardholder, any agreement with any card
association, or in any other agreement with Member or Global Direct, any breach or threatened breach by
Merchant of the card association rules and regulations or any violation by Merchant of laws, rules and
regulations applicable to Merchant; (d) the rescission, cancellation or avoidance of any card transaction, by
operation of law, adjudication or otherwise; (e) any claim, counterclaim, complaint, dispute or defense,
including, without limitation claims brought by Merchant, whether or not well founded, with respect to this
Card Services Agreement or a card transaction; (f) damages, including, without limitation, those for death or
injury caused by the good or service purchased with the card; or (g) for all web based, Internet or electronic
commerce transactions including Merchant's insecure transmission of card transaction data and/or storage
of cardholder information. For purposes of this Card Services Agreement, including the foregoing
indemnities to the extent permissible under applicable law, Merchant is responsible and liable for the acts and
omissions of its employees, agents and representatives (whether or not acting within the scope of their duties).
12. LIMITATION OF LIABILITY.
12.1.Neither Member nor Global Direct shall be liable for failure to provide the Services or delay in providing
the Services including processing delays or other non-performance if such failure is due to any cause or
condition beyond such Party's reasonable control. Such causes or conditions shall include, but shall not
be limited to, acts of God or the public enemy, acts of thegovernment in either its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, riots, war, shortages of labor or
materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical
power failures, telecommunications failures, equipment failures, unavoidable delays, the errors or
failures of third party systems, non-performance of vendors, suppliers, processors or transmitters of
information, or other similar causes beyond such party's control.
12.2. The liability of Global Direct and Member for any loss arising out of or relating in any way to this Card
Services Agreement, including but not limited to damages arising out of any malfunction of the
Equipment or the failure of the Equipment to operate, the unavailability or malfunction of the Equipment
or the failure of the Equipment to operate, the unavailability or malfunction of the Services, personal
injury or property damage, shall, in the aggregate, be limited to actual, direct, and general money
damages in an amount not to exceed three months average charge paid by Merchant hereunder
(exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a third party
in connection with Merchant's payment processing) for the Services during the previous 12 months or
such lesser number of months as shall have elapsed subsequent to the Effective Date of this Card Services
Agreement. This shall be the extent of Global Direct's and Member's liability arising out of or relating in
any way to this Card Services Agreement, including alleged acts of negligence, breach of contract, or
otherwise and regardless of the form in which any legal or equitable action may be brought against
Global Direct or Member, whether contract, tort, or otherwise, and the foregoing shall constitute
Merchant's exclusive remedy.
12.3. Under no circumstances shall Global Direct or Member by liable for special, consequential, punitive or
exemplary damages, including lost profits, revenues and business opportunities, arising out of or
relating in any way to this Card Services Agreement, including but not limited to damages arising out of
placement of a merchant's name on any terminated merchant list for any reason even if Global Direct or
Member has been advised of the possibility of such damages. Under no circumstances shall Global Direct,
or Member be liable for any settlement amounts pertaining to Switched Transactions; Merchant's
recourse therefore shall be to the applicable card issuer. Member shall not be responsible or liable to
Merchant for any action taken by Member (or the results thereof) that is authorized by this Card Services
Agreement.
12.4.1t is agreed that in no event will Global Direct or Member be liable for any claim, loss, billing error,
damage or expense arising out of or relating in any way to this Card Services Agreement which is not
reported in writing to Global Direct by Merchant within 60 days of such failure to perform, or, if a billing
error occurs, within 90 days of the date of the invoice or applicable statement. Merchant expressly waives
any such claim that is not brought within the time periods stated herein.
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12.5. Global Direct agrees to maintain commercially reasonable levels of insurance coverage during the term
of the Card Services Agreement consistent with the scope and nature of its business and applicable
industry best practices. Upon reasonable request, Global Direct shall deliver a certificate of insurance
reflecting its then -current policy coverage and carriers.
13. TERM AND TERMINATION.
13.1.This Card Services Agreement shall remain in full force and effect for an initial term of one year (the
"Initial Term"). The Card Services Agreement will automatically renew for additional one year periods
("Renewal Term" or "Renewal Terms", and together with the Initial Term, the "Term") unless
Merchant gives 30 days' advance written notice of termination prior to the end of the then -current term.
This Card Services Agreement is expressly made subject to the limitations of the Merchant's state
constitution. Nothing herein shall constitute, nor be deemed to constitute, the creation of a debt or multi-
year fiscal obligation or an obligation of future appropriations by Merchant, contrary to the any
constitutional, statutory or charter debt limitation. Notwithstanding any other provision of this Card
Services Agreement, with respect to any financial obligation of Merchant which may arise under this Card
Services Agreement in any fiscal year, if the budget or other means of appropriations for any such year
fails to provide funds in sufficient amounts to discharge such obligation, such failure shall not constitute
a default or breach of this Card Services Agreement, including any sub -agreement, attachment, schedule,
or exhibit thereto, by the Merchant.
13.2. Notwithstanding the foregoing, Global Direct may terminate this Card Services Agreement or any portion
thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services
Agreement at any time without notice upon Merchant's default in performing under any provision of
this Card Services Agreement, upon an unauthorized conversion of all or any part of Merchant's activity
to mail order, telephone order, Internet order, or to any activity where the card is not physically present
and swiped through the Merchant's terminal or other card reader, upon any failure to follow the Card
Acceptance Guide or any operating regulation or rule of a card association or network organization, upon
any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by
or against the Merchant, upon a material change in the Merchant's average ticket or volume as stated in
the Merchant Application, or if Global Direct reasonably deems itself insecure in continuing this Card
Services Agreement.
13.3.If Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option,
give written notice to Global Direct and Member of its intention to terminate this Card Services
Agreement unless such breach is remedied within 30 days of such notice. Failure to remedy such a breach
shall make this Card Services Agreement terminable, at the option of the Merchant, at the end of such
30-day period unless notification is withdrawn.
13.4.Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a
designated depository after the effective date of termination will be returned to Merchant and will not
be credited (or debited) to Merchant's account(s). If the deposit has already been posted to Merchant's
account(s), said posting will be reversed and the deposit returned to Merchant. Termination of this Card
Services Agreement shall not affect Merchant's obligations which have accrued prior to termination or
which relate to any indebtedness purchased hereunder prior to termination, including but not limited
to chargebacks even if such chargebacks come in after termination. If a termination occurs, all equipment
leased from, and software provided by, Global Direct including but not limited to imprinters, terminals,
and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned
immediately to Global Direct at Merchant's expense.
14. RETURNED ITEMS/CHARGEBACKS. If a cardholder disputes any transaction, if a transaction is charged back
for any reason by the card issuing institution, or if Global Direct or Member has any reason to believe an
indebtedness previously purchased is questionable, not genuine, or is otherwise unacceptable, the amount
of such indebtedness may be charged back and deducted from any payment due to Merchant or may be
charged against any of Merchant's accounts or the Reserve Account (as defined below). Merchant
acknowledges and agrees that it is bound by the rules of the card associations and network organizations
with respect to any chargeback. Merchant further acknowledges that it is solely responsible for providing
Global Direct and Member with any available information to re -present a chargeback and that, regardless of
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any information it provides or does not provide Global Direct and Member in connection with a chargeback,
or any other reason, Merchant shall be solely responsible for the liability related to such chargeback. A list of
some common reasons for chargebacks is contained in the Card Acceptance Guide provided, however, that
such list is not exclusive and does not limit the generality of the foregoing. If any such amount is uncollectible
through withholding from any payments due hereunder or through charging Merchant's accounts or the
Reserve Account, Merchant shall, upon demand by Global Direct, pay Global Direct the full amount of the
chargeback. Merchant understands that obtaining an authorization for any sale shall not constitute a
guarantee of payment, and such sales slips can be returned or charged back to Merchant like any other item
hereunder.
15. RESERVE ACCOUNT.
15.1.At any time, Global Direct and Member may, at their option, establish a reserve account to secure the
performance of Merchant's obligations under this Card Services Agreement to such party ("Reserve
Account"). The Reserve Account may be funded, at Global Direct's sole discretion, through any or all
of the following: (a) direct payment by Merchant —at the request of Global Direct or Member, Merchant
will deposit funds in the Reserve Account; or (b) the proceeds of indebtedness presented for purchase.
Merchant hereby grants Member a security interest in all accounts referenced in section 5 or any other
accounts, including certificates of deposits, maintained by Merchant with any designated depository or
other financial institution and authorizes Global Direct (to the extent authorized by Member) or Member
to make such withdrawals at such times and in such amounts as it may deem necessary hereunder.
Merchant hereby instruct said financial institutions to honor any requests made by Global Direct and
Member under the terms of this provision. To the extent permissible under applicable law, Merchant
will hold harmless the financial institutions and indemnify them for any claims or losses they may suffer
as a result of honoring withdrawal requests from Global Direct and Member.
15.2. Merchant hereby agrees that Global Direct and Member may deduct from this Reserve Account any
amount owed to such party in accordance with this Card Services Agreement. Any funds in the Reserve
Account may be held until the later of (a) the expiration of any potentially applicable chargeback rights
in respect of purchased indebtedness under the rules and regulations of the card associations or
network organizations and (b) the period necessary to secure the performance of Merchant's
obligations under this Card Services Agreement, which holding period may extend beyond termination
of this Card Services Agreement. Merchant will not receive any interest on funds being held in a
Reserve Account and Merchant has no right to access the funds being held in the Reserve Account or
otherwise transfer, pledge or use these funds for its own purposes. Without limiting the generality of
the foregoing, Merchant shall, upon termination of this Card Services Agreement, maintain the sum of at
least five percent of gross sales for the 90-day period prior to termination to be held in a Reserve Account
in accordance with the terms of this Card Services Agreement. Global may, at its discretion upon
termination of this Card Services Agreement, require that the Merchant maintain more than five percent
of gross sales for the 90-day period prior to termination in a Reserve Account.
16. DEFAULT/SECURITY INTEREST.
16.1.Upon failure by Merchant to meet any of its obligations under this Card Services Agreement (including
funding the Reserve Account), any of the accounts referred to in section 5 may be debited without notice
to Merchant, and Merchant (on behalf of itself and its affiliated entities) hereby grants to Member, Global
Direct a lien and security interest in all of Merchant's right, title and interest in or to any of the following
assets or properties: (a) all of the accounts referenced in the preceding sentence; (b) the Reserve
Account; (c) any rights to receive credits or payments under this Card Services Agreement; and (d) all
deposits and other property of Merchant that Member or its affiliates possess or maintain (including all
proceeds of the foregoing). Merchant shall execute, acknowledge or deliver any documents or take any
actions Member, Global Direct may from time to time request to better assure, preserve, protect, perfect,
maintain or enforce this security interest. To the extent permitted by law, Merchant irrevocably
authorizes Member, Global Direct to file any financing statements (at Merchant's expense) in any
relevant jurisdiction or any other documents or instruments related to this security interest. Merchant
represents and warrants that: (a) Merchant has good and valid rights and title to the property described
herein; (b) Merchant has full power and authority to grant to Member the security interest pursuant
hereto and to execute, deliver and perform its obligations in accordance with the terms of this Card
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Services Agreement, without the consent or approval of any other person or entity; (c) no other person
or entity has a security interest or lien in any of the property described herein; and (d) this security
interest is a first lien security interest and secures Merchant's obligations to Member under this Card
Services Agreement. Member shall have all rights of a secured party and Merchant must obtain the prior
written consent of Member before granting any subsequent security interest or lien in the property
described herein. Merchant agrees that it is Merchant's intent that these accounts and secured property
shall to the extent allowed by applicable law not be subject to any preference, claim, or stay by reason
of any bankruptcy or insolvency law. Merchant agrees to act consistently with the understanding that
said accounts and secured property under this Card Services Agreement are free of all such preferences,
claims or stays by reason of and as allowed by any such law. The scope of the security interest, and
Merchant's (on behalf of itself and its affiliated entities) instructions to its financial institutions to
accept withdrawal requests from Global Direct, Member, and Merchant's agreement to hold such
institutions harmless and to indemnify them, to the extent permissible under applicable law, are
described above in section 15.
16.2. Merchant also agrees that, if a default by Merchant occurs, Member has a right of setoff and may apply
any of Merchant's balances or any other monies due Merchant from Member towards the payment of
amounts due from Merchant under the terms of this Card Services Agreement. The rights stated herein
are in addition to any other rights Global Direct, Member may have under applicable law.
17. DISPUTE RESOLUTION AND CLASS ACTION WAIVER
17.1.Any litigated action regarding, relating to or involving the validity, scope and/or enforceability of this Card
Services Agreement, shall be brought in either the courts of the state of Georgia sitting in Muscogee County
or the United States District Court for the Middle District of Georgia, and Merchant and Global Direct expressly
agree to the exclusive jurisdiction of such courts. Merchant and Global Direct hereby agree and consent to
the personal jurisdiction and venue of such courts, and expressly waive any objection that Merchant or
Global Direct might otherwise have to personal jurisdiction or venue in such courts.
17.2.Class Action Waiver: Merchant acknowledges and agrees that all disputes arising out of or related to
this Card Services 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. Merchant further agrees to
waive, and hereby waives, the right to participate in a class action or to litigate or arbitrate on a class -
wide basis.
17.3.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").
18. AMENDMENTS. This Card Services Agreement may be amended only in writing signed by Global Direct,
Member, and Merchant, except that: (a) the Card Acceptance Guide and any and all fees, charges, and/or
discounts (including without limitation surcharges) may be changed immediately, or (b) Global Direct may
mail Merchant either (i) a notice describing amendments to this Card Services Agreement or new services to
be provided or fees to be charged to Merchant or (ii) an entirely new agreement, which notice, amendments
or new agreement will be binding upon Merchant if it deposits sales or credit slips after the effective date
of such amendment or new agreement set forth in Global Direct's notice. If Merchant provides written
objection to such changes or amendments, Merchant shall have 15 calendar days from receipt of such changes
or amendments to provide written notice to Global Direct of its desire to terminate this Card Services
Agreement. Following receipt of such written notice, the amendments communicated by Global Direct or
Member shall not take effect, and the Card Services Agreement shall continue under the prior terms for a
period of up to 30 days. At the end of such 30-day period, this Card Services Agreement shall terminate and
Merchant's ability to utilize the Services will cease.
19. WAIVER. No provision of this Card Services Agreement shall be deemed waived by any party unless such
waiver is in writing and signed by the party against whom enforcement is sought. No failure to exercise, and
no delay in exercising on the part of any party hereto, any right, power or privilege under this Card Services
Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
privilege under this Card Services Agreement preclude any other or further exercise thereof or the exercise of
any other right, power, or privilege.
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20. EXCHANGE OF INFORMATION. Merchant authorizes Global Direct to order a credit report on Merchant.
Merchant hereby authorizes Member or any depository institution to release any financial information
concerning Merchant or its accounts to Global Direct. Subsequent credit reports maybe ordered in connection
with updating, renewing or continuing this Card Services Agreement. Upon the written request of any
individual who is the subject of a consumer credit report, Global Direct will provide the name and address of
the consumer credit reporting agency furnishing such report, if any. Global Direct may exchange information
about Merchant with Member, other financial institutions and credit card associations, network
organizations and any other party. Merchant hereby authorizes Global Direct to disclose information
concerning Merchant's activity to any card association, network organizations, or any of their member
financial institutions, or any other party without any liability whatsoever to Merchant.
21. GENERAL. If any provision of this Card Services Agreement or portion thereof is held to be unenforceable,
such a determination will not affect the remainder of this Card Services Agreement. Paragraph headings are
included for convenience only and are not to be used in interpreting this Card Services Agreement.
22. NOTICES. All notices required by this Card Services Agreement shall be in writing and shall be sent by
facsimile, by overnight carrier, or by regular or certified mail. All notices sent to Global Direct or Member
shall be effective upon actual receipt by the Corporate Secretary of Global Payments Direct, Inc.- 3550 Lenox
Road NE, Suite 3000, Atlanta GA 30326. Any notices sent to Merchant shall be effective upon the earlier of
actual receipt or upon sending such notice to the address provided by Merchant in the Merchant Application
or to any other e-mail or physical address to which notices, statements and/or other communications are
sent to the Merchant hereunder. The parties hereto may change the name and address of the person to whom
notices or other documents required under this Card Services Agreement must be sent at any time by giving
written notice to the other party.
23. MERGER. This Card Services Agreement, including these Card Services Terms & Conditions and the Merchant
Application, constitutes the entire agreement between Merchant, Global Direct, and Member and supersedes
all prior memoranda or agreements relating thereto, whether oral or in writing.
24. EFFECTIVE DATE. This Card Services Agreement shall become effective only upon acceptance by Global Direct
and Member, or upon delivery of indebtedness at such locations as designated by Global Direct for purchase,
whichever event shall first occur.
25. DESIGNATION OF DEPOSITORY. The financial institution set forth in the Merchant Application is designated
by Merchant as a depository institution ("Depository") for its credit card indebtedness. Such financial
institution must be a member of an Automated Clearing House Association. Merchant authorizes payment for
indebtedness purchased hereunder to be made by paying Depository therefore with instructions to credit
Merchant's accounts. Depository, Member, and/or Global Direct may charge any of Merchant's accounts at
Depository for any amount due under this Card Services Agreement. Global Direct must approve in writing
any proposed changes to the account numbers or to the Depository. Merchant hereby authorizes Depository
to release any and all account information to Global Direct as Global Direct may request without any further
authorization, approval or notice from or to Merchant.
26. FINANCIAL ACCOMMODATION. The acquisition and processing of sales slips hereunder is a financial
accommodation and, as such, if Merchant becomes a debtor in bankruptcy, this Card Services Agreement
cannot be assumed or enforced, and Global Direct and Member shall be excused from performance hereunder.
27. DEBIT / ATM PROCESSING SERVICES: ADDITIONAL TERMS AND CONDITIONS.
27.1. Debit Sponsor shall act as Merchant's sponsor with respect to the participation of point -of -sale terminals
owned, controlled, and/or operated by Merchant (the "Covered Terminals") in each of the following
debit card networks ("Networks"): Accel, AFFN, Alaska Option, CU24, Interlink, Maestro, NYCE, Pulse,
Shazam, Star, and Tyme, which Networks may be changed from time -to -time by Debit Sponsor or Global
Direct without notice. Merchant may also have access to other debit networks that do not require a
sponsor. Global Direct will provide Merchant with the ability to access the Networks at the Covered
Terminals for the purpose of authorizing debit card transactions from cards issued by the members of
the respective Networks. Global Direct will provide connection to such Networks, terminal
applications, settlement, and reporting activities. Merchant will comply with all federal, state, and local
laws, rules, regulations, and ordinances ("Applicable Laws") and with all by-laws, regulations, rules,
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and operating guidelines of the Networks ("Network Rules"). Merchant will execute and deliver any
application, participation, or membership agreement or other document necessary to enable Debit
Sponsor to act as sponsor for Merchant in each Network. Merchant agrees to utilize the debit card
Services in accordance with the Card Services Agreement, its exhibits or attachments, and Global Direct's
instructions and specifications (including but not limited to the Card Acceptance Guide which is
incorporated into and made a part of this Card Services Agreement), and to provide Global Direct with
the necessary data in the proper format to enable Global Direct to properly furnish the Services. Copies
of the relevant agreements or operating regulations shall be made available to Merchant upon request.
27.2.Merchant shall not in any way indicate that Debit Sponsor endorses Merchant's activities, products, or
services. Debit Sponsor and Merchant are and shall remain independent contractors of one another, and
neither they, nor their respective individual employees, shall have or hold themselves out as having any
power to bind the other to any third party. Nothing contained in this section 27 shall be construed to
create or constitute a partnership, joint venture, employer -employee, or agency relationship between
Debit Sponsor and Merchant.
27.3.If the Debit Sponsor's sponsorship of Merchant in any Network is terminated prior to the termination
of the Card Services Agreement, Global Direct may assign Debit Sponsor's rights and obligations
hereunder to a third party. All provisions in this section necessary to enforce the rights and obligations
of the parties contained in this section 27 shall survive the termination of Debit Sponsor's debit
sponsorship of Merchant under the Card Services Agreement. Debit Sponsor may assign this Card
Services Agreement to any parent, subsidiary, affiliate, or successor -in -interest.
28. MERCHANT ACCEPTANCE OF EBT TRANSACTIONS: ADDITIONAL TERMS AND CONDITIONS. If Merchant
accepts EBT transactions (as defined in section 2, Services Descriptions), Merchant agrees to issue Benefits to
Recipients in accordance with the procedures specified herein, and in all documentation and user guides
provided to Merchant by Global Direct, as amended from time -to -time (including but not limited to the Card
Acceptance Guide which is incorporated into and made a part of this Card Services Agreement); and pursuant
to the Quest Operating Rules (the "Rules"), as amended from time -to -time, issued by the National Automated
Clearing House Association as approved by the Financial Management Service of the U.S. Treasury
Department. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed them in
the Rules. Merchant will provide each recipient a receipt of each Benefit issuance. Merchant will be solely
responsible for Merchant's issuance of Benefits other than in accordance with authorizations. Merchant
agrees to comply with all the requirements, laws, rules and regulations pertaining to the delivery of services
to Benefit Recipients and Benefit Recipient confidentiality. If Merchant issues FS Benefits under this Card
Services Agreement, Merchant represents and warrants to Global Direct that Merchant is an FNS-authorized
"Merchant" (as such term is defined in the Rules) and is not currently suspended or disqualified by FNS.
Merchant agrees to secure and maintain at its own expense all necessary licenses, permits, franchises, or other
authorities required to lawfully effect the issuance and distribution of Benefits under this Card Services
Agreement, including without limitation, any applicable franchise tax certificate and non -governmental
contractor's certificate, and covenants that Merchant will not issue Benefits at any time during which
Merchant is not in compliance with the requirements of any applicable law. Merchant agrees to hold Global
Direct harmless from any costs of compliance or failure to comply with any such obligation by Merchant.
Global Direct may terminate or modify the provision of Services to Merchant if any of Global Direct's
agreements with government EBT agencies are terminated for any reason or if any party threatens to
terminate services to Global Direct due to some action or inaction on the part of Merchant. If any of these
Card Services Terms & Conditions are found to conflict with Federal or State law, regulation or policy of the
Rules, these Card Services Terms & Conditions are subject to reasonable amendment by Global Direct, the
State or its EBT Service Provider to address such conflict upon 90 days written notice to Merchant, provided
that Merchant may, upon written notice, terminate the Card Services Agreement upon receipt of notice of
such amendment. Nothing contained herein shall preclude the State from commencing appropriate
administrative or legal action against Merchant or for making any referral for such action to any appropriate
Federal, State, or local agency. Any references to "State" herein shall mean the State in which Merchant issues
Benefits pursuant hereto. If Merchant issues Benefits in more than one State pursuant hereto, then the
reference shall mean each such State severally, not jointly.
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29. DECLINE MINIMIZER SERVICES. If Merchant elects to use Global Direct's Decline Minimizer Service (as defined
below), the following terms apply. Merchant represents and warrants that its business is of such a nature that it
periodically needs to receive updated cardholder account information and that Merchant does not belong to any
high -risk categories as determined by any Card Schemes. In consideration of Merchant's payment of any fees and
charges set forth herein, Global Direct agrees to provide to Merchant certain Card decline minimizer services
facilitated by applicable card associations, which services are designed to assist merchants in recurring payment
industries with maintenance of current cardholder account data (such services, the "Decline Minimizer
Services"). The Decline Minimizer Services are subject to availability as determined by the card associations.
Merchant acknowledges that a card association may terminate or suspend Global Direct's ability or right to provide
the Decline Minimizer Services, and Global Direct may terminate its obligations with respect to the Decline
Minimizer Service at any time upon notice to Merchant. The Decline Minimizer Services may be subject to additional
terms, conditions, and/or fees, notice of which shall be provided to Merchant in accordance with this Card Services
Agreement.
30. CALLPOP OPENEDGE SERVICES.
30.1. Global Direct offers hardware and services, which may include but are not limited to, phone/fax to VOIP
smart box converter, phone analytics, two-way calling, call notes and call history, quick text for incoming
and missed calls, reviews via text, text to pay, smart caller ID, reporting portal(s), and mobile
application(s) among other things (collectively, the "CallPop OpenEdge Services") for Merchant's sole
use with its internal business operations.
30.2.If Merchant elects to use Global Direct's CallPop OpenEdge Services (as defined above), the following
terms apply. In consideration of Merchant's payment of the fees and charges set forth in the Merchant
Application with respect to Global Direct's CallPop OpenEdge Services, and subject to the terms and
conditions herein, Global Direct agrees to provide Merchant certain CallPop Services and hereby grants
Merchant a limited, non-exclusive, non-sublicensable, non -transferable license in the United States of
America to access and use the CallPop Open Edge Services (as defined above) solely for Merchant's
internal business operations. Merchant shall not and shall not permit or authorize any other party to (a)
decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the CallPop
OpenEdge Services; or (b) copy, modify, enhance, or otherwise create derivative works of the CallPop
OpenEdge Services. Either party may terminate or suspend the CallPop OpenEdge Services without
terminating the rest of the Card Services Agreement pursuant to the termination and/or suspension
rights specified in the Card Services Agreement. Notwithstanding the foregoing, Global Direct may
terminate its obligations with respect to the CallPop OpenEdge Services at any time upon notice to
Merchant. The CallPop OpenEdge Services may be subject to additional terms, conditions, and/or fees,
notice of which shall be provided to Merchant in accordance with this Card Services Agreement.
3 0.3. Notwithstanding anything to the contrary herein, excepts as expressly provided herein, Global
Direct makes no representation or warranty, express or implied with respect to the CallPop
OpenEdge Services, including without limitation, any hardware provided in connection therewith.
Global Direct specifically disclaims all warranties as to the merchantability, condition, design, or
compliance with specifications or standards, and expressly disclaims all implied warranties,
including without limitation implied warranties of merchantability, fitness for a particular use, or
non -infringement of third party rights, with respect to the CallPop OpenEdge Services. Global Direct
does not warrant that the CallPop OpenEdge Services will operate without interruption or on an
error free basis. Global Direct shall have not liability to Merchant for incidental, special,
consequential, indirect or exemplary damages, including without limitation lost profits, revenues
and business opportunities, or damages for injury to person or property, arising out of or in
connection with the use by Merchant of the CallPop OpenEdge Services.
31. DISCOVER PROGRAM MARKS. Merchant is hereby granted a limited non-exclusive, non -transferable license
to use Discover brands, emblems, trademarks, and/or logos that identify Discover cards ("Discover Program
Marks"). Merchant is prohibited from using the Discover Program Marks other than as expressly authorized
in writing by Global Direct. Merchant shall not use the Discover Program Marks other than to display decals,
signage, advertising and other forms depicting the Discover Program Marks that are provided to Merchant by
Global Direct pursuant to this Card Services Agreement or otherwise approved in advance in writing by Global
Direct. Merchant may use the Discover Program Marks only to promote the services covered by the Discover
Page 13 of 21
Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing
materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing.
Merchant shall not use the Discover Program Marks in such a way that customers could believe that the
products or services offered by Merchant are sponsored or guaranteed by the owners of the Discover
Program Marks. Merchant recognizes that it has no ownership rights in the Discover Program Marks and
shall not assign to any third party any of the rights to use the Discover Program Marks.
32. PAYPAL MARKS. PayPal Marks means the brands, emblems, trademarks, and/or logos that identify PayPal
Acceptance. Merchant shall not use the PayPal Marks other than to display decals, signage, advertising, and
other forms depicting the PayPal Marks that are provided to Merchant by Global Direct pursuant to the
Merchant Program or otherwise approved in advance in writing by Acquirer. Merchant may use the PayPal
Marks only to promote the services covered by the PayPal Marks by using them on decals, indoor and
outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must
be approved in advance by Global Direct in writing. Merchant shall not use the PayPal Marks in such a way
that customers could believe that the products or services offered by Merchant are sponsored or guaranteed
by the owners of the PayPal Marks. Merchant recognizes that it has no ownership rights in the PayPal Marks.
Merchant shall not assign to any third party any of the rights to use the PayPal Marks. Merchant is prohibited
from using the PayPal Marks, not permitted above, unless expressly authorized in writing by PayPal.
33. AMERICAN EXPRESS CARD ACCEPTANCE.
33.1.If Merchant accepts American Express transactions, Merchant hereby acknowledges and agrees that for
purposes of acceptance of American Express, the American Express Guide is hereby incorporated by
reference into this Card Services Agreement. In addition, Merchant agrees to comply with the terms of
all other security and operational guides published by American Express from time to time, including
the American Express Data Security Requirements. Merchant hereby authorizes Global Direct to submit
American Express transactions to, and receive settlement from, American Express on behalf of Merchant.
Merchant must accept the American Express card as payment for goods and services (other than those
goods and services prohibited under the American Express Guide sold, or (if applicable) for charitable
contributions made, at all of its establishments, except as expressly permitted by state statute. Merchant
is jointly and severally liable for the obligations of Merchant's establishments under the Card Services
Agreement. For the avoidance of doubt, "cardholder" as used in this Card Services Agreement shall
include Card Members as defined in the American Express Guide.
33.2. Merchant hereby acknowledges and agrees that (i) Global Direct may disclose American Express
Transaction Data (which for purposes of this section 33 shall have the same definition as "Transaction
Data" in the American Express Guide), Merchant Data (as defined below), and other information about
Merchant to American Express, (ii) American Express may use such information to perform its
responsibilities in connection with the American Express Program, promote the American Express
Network, perform analytics and create reports, and for any other lawful business purpose, including
marketing purposes, and (iii) American Express may use the information obtained in this application at
the time of setup to screen and/or monitor Merchant in connection with American Express Card
marketing and administrative purposes. If Merchant has provided a wireless phone number in
connection with this Card Services Agreement, Merchant hereby agrees that it may be contacted at that
number and the communications sent may include autodialed text messages or automated prerecorded
calls. If Merchant has provided a fax number, Merchant hereby agrees that it may be sent fax
communications. To opt out of American Express -related marketing communications, Merchant may
contact Global Direct customer service as described in this Card Services Agreement. For purposes of
this section 33, "Merchant Data" means names, postal and email addresses, tax ID numbers, names and
social security numbers of the authorized signer of Merchant and similar identifying information about
Merchant. For clarification, Merchant Data does not include American Express Transaction Data.
33.3.Merchant hereby agrees that, if Merchant becomes a High Charge Volume Merchant (as defined below),
Merchant will be converted from the American Express Program to a direct American Express Card acceptance
relationship with American Express, and upon such conversion, (i) Merchant will be bound by American
Express' then -current card acceptance agreement, and (ii) American Express will set pricing and other fees
payable by Merchant for American Express Card acceptance. "High Charge Volume Merchant" for purposes
of this section 33 means an American Express Program Merchant with either (i) greater than $1,000,000 in
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American Express charge volume in a rolling 12-month period or (ii) greater than $100,000 in American
Express charge volume in any 3 consecutive months. For clarification, if Merchant has multiple establishments,
the American Express charge volume from all establishments shall be summed to together when determining
whether Merchant has exceeded the thresholds above.
33.4. Merchant shall not assign to any third party any American Express -related payments due to it under this
Card Services Agreement, and all indebtedness arising from American Express Charges (as defined
below) will be for bona fide sales of goods and services (or both) at its establishments (as defined below)
and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that
Merchant may sell and assign future American Express transaction receivables to Global Direct, its
affiliated entities and/or any other cash advance funding source that partners with Global Direct or its
affiliated entities, without consent of American Express.
33.5.In connection with Merchants acceptance of American Express, Merchant agrees to comply with and be
bound by, the rules and regulations imposed by the PCI Security Standards Council (including without
limitation the PCI Data Security Standard). Merchant hereby agrees to report all actual or suspected Data
Incidents (as such term is defined in the American Express Data Security Requirements) immediately to
Global Direct and American Express immediately upon discovery thereof.
33.6.Merchant hereby agrees that American Express shall have third party beneficiary rights, but not
obligations, to enforce the Card Services Agreement against Merchant to the extent applicable to
American Express processing. Merchant's termination of American Express card acceptance shall have
no direct or indirect effect on Merchant's rights to accept other card brands. To terminate American
Express acceptance, Merchant may contact Global Direct customer service as described in this Card
Services Agreement.
33.7. Without limiting any other rights provided herein, Global Direct shall have the right to immediately
terminate Merchant's acceptance of American Express cards upon request of American Express.
Merchant may not bill or collect from any American Express Card Member for any purchase or payment
on the American Express card unless a chargeback has been exercised, Merchant has fully paid for such
charge, and it otherwise has the right to do so. Merchant shall use the American Express brand and marks
in accordance with the requirements set forth in the American Express Guide.
34. ELECTRONIC SIGNATURES.
34.1.Under the Electronic Signatures in Global and National Commerce Act (E-Sign), this Card Services
Agreement and all electronically executed documents related hereto are legally binding in the same
manner as are hard copy documents executed by hand signature when: (a) your electronic signature is
associated with the Card Services Agreement and related documents, (b) you consent and intend to be
bound by the Card Services Agreement and related documents; and (c) the Card Services Agreement is
delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or
otherwise store the electronic record). This Card Services Agreement and all related electronic
documents shall be governed by the provisions of E-Sign.
34.2. By pressing Submit, you agree: (a) that the Card Services Agreement and related documents shall be
effective by electronic means; (b) to be bound by the terms and conditions of this Card Services
Agreement and related documents; (c) that you have the ability to print or otherwise store the Card
Services Agreement and related documents; and (d) to authorize us to conduct an investigation of your
credit history with various credit reporting and credit bureau agencies for the sole purpose of
determining the approval of the applicant for merchant status or equipment leasing. This information
is kept strictly confidential and will not be released.
35. SURCHARGES/OTHER FEES.
35.1. Merchant pricing appears in the Card Services Fee Schedule of the Merchant Application. T&E
merchants (airline, car rental, cruise line, fast food, lodging, restaurant, travel agent, transportation)
may have separate rates quoted for consumer and commercial (business) transactions. Transactions that
do not clear as priced are subject to surcharges (as outlined in Merchant Application) that are billed
back to you on your monthly statement. The most predominant market sectors and transactions types
for surcharges appear in the Surcharge Addendum attached, however, such sectors and transaction
Page 15 of 21
types are not comprehensive and are subject to change. Most surcharges can be avoided by using a
product that supports authorization and market data requirements established by the card associations
and that are subject to change from time to time. Some surcharges occur on specific types of cards
(including without limitation Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card,
Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card,
Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, and "foreign" cards
issued outside the United States). Unless your Card Services Fee Schedule specifically addresses
commercial cards (i.e., Business Cards, Corporate Cards, Fleet Cards, GSA Cards, Purchase Cards), you
will be billed back for the higher cost of acceptance of commercial cards, unless you are primarily a
business -to -business supplier with corresponding pricing based on acceptance of commercial cards. The
card associations require that information from the original authorization, including a lifecycle identifier,
be retained and returned with subsequent authorizations and/or the settled transaction data. The card
associations validate this information as part of the clearing and settlement process. If authorization
data is not retained and returned at settlement, then the transaction will not clear as priced and will
incur a surcharge. For more information concerning surcharging and to view market data, you may wish
to check the Global Direct website (www.globalpaymentsinc.com) for best practices information and
to license Global Access @dvantage (GA@) or Business View for transaction detail review.
35.2. The items listed in this section 35 are not and are not intended to be a comprehensive list of all instances
in which surcharges may apply. Surcharges may apply in additional situations. All surcharges may
include additional fees assessed by the applicable card association and Member or Global Direct.
35.3.In addition, Merchant may be assessed additional fees which will be in addition to the fees stated on the
Merchant Application, including the following:
35.4. Merchant will also be assessed: (a) Cross -Border fees and a U.S. Acquirer Support fee for
international Mastercard and Maestro transactions; (b) an International Service Assessment fee
and International Acquirer fee for international Visa transactions; and (c) an International
Processing fee and International Service fee for international Discover transactions. These fees,
which are applicable to transactions between Merchant and a non-U.S. Mastercard, Maestro, Visa,
American Express, or Discover cardholder will be displayed as a separate item on Merchant's
monthly statement and may include fees assessed by both the applicable card association and
Member or Global Direct.
35.5. Merchant will also be assessed per transaction access or participation fees and assessment rates
for Visa, Mastercard, American Express, Discover and PayPal transactions, which will be displayed
as a separate item on Merchant's monthly statement and may include fees by both the applicable
card association and Member or Global Direct.
35.6. Merchant will also be assessed a Discover Network Authorization Fee.
35.7. Merchant may also be assessed a PCI DSS Compliance fee, which will appear as a separate item
on Merchant's monthly statement. This fee is assessed by Member and Global Direct in connection
with Member and Global Direct's efforts to comply with the PCI Data Security Standard and does
not ensure Merchant's compliance with the PCI Data Security Standard or any law, rule or
regulation related to cardholder data security. The payment of such fee shall not relieve Merchant
of its responsibility to comply with all rules and regulations related to cardholder data security,
including without limitation the PCI Data Security Standard. Merchant may also be assessed a PCI
DSS Non -Compliance fee until they validate compliance or confirm they are using a PA DSS
Validated payment application.
35.8. Merchant will also be assessed the following fees on or related to Visa transactions: the Visa
Misuse of Authorization System fee, which will be assessed on authorizations that are approved
but never settled with the Merchant's daily batch, the Visa Zero Floor Limit Fee, which will be
assessed on settled transactions that were not authorized, the Visa Zero Dollar Verification fee,
which will be assessed on transactions where Merchant requested an address verification
response without an authorization, the Visa Transaction Integrity fee, which will be assessed on
Visa signature debit and prepaid transactions that fail to meet processing and transaction
standards defined by Visa, and a monthly fee based on the number of card present Merchant
Page 16 of 21
locations by Merchant taxpayer identification number and/or all Visa volume processed by a
Merchant's taxpayer identification number. Merchant will also be assessed a Mastercard CVC2
Transaction fee and the Mastercard Misuse of Authorization System fee, which will be assessed on
authorizations that are approved but never settled with the Merchant's daily batch or not properly
reversed within 120 days, and an acceptance and licensing fee that will be applied to the
Merchant's total U.S. Mastercard sales volume. These fees will be displayed as separate items on
Merchant's monthly statement, provided that the acceptance and licensing fee may be included
with Merchant's Mastercard assessment fees, and may include fees assessed by both the applicable
card association and Member or Global Direct.
Page 17 of 21
SURCHARGE ADDENDUM FOR PREDOMINANT MARKET SECTORS
Retail/Restaurant Electronic Merchant
If you are a Retail Merchant or a Restaurant Merchant with retail -only pricing (no Business Card Rate) and utilize
a certified terminal product or electronic system or the payment application provided by Global Direct or its
partner, which is designed for authorization and settlement through Global Direct, each consumer card
transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each
transaction not processed as outlined, including without limitation retail commercial card transactions in
addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa
Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards
Card, Discover Premium Card, Discover Premium Plus Card and all Commercial Cards, will be priced at the rate
quoted plus the applicable surcharge rate quoted in the Merchant Application.
• Obtain a single electronic authorization with magnetic strip read or contactless data capture (electronic
imprint) at the time of sale. Obtain a single electronic authorization and settle for authorized amounts.
• Obtain a cardholder signature (unless transaction is eligible for No Signature Required [NSR] program). Settle
and transmit batches same day via your terminal/electronic system.
• The electronic authorization amount must be equal to the transaction amount on all Visa debit card
transactions unless a Restaurant (MCC 5812), Fast Food (MCC 5814), Service Station (MCC 5541) or,
Bar/Tavern (MCC 5513), Beauty/Barber Shop (MCC 7230), or Taxi/Limousines (MCC 4121).
• The electronic authorization amount must be equal to the transaction amount on Discover retail transactions
exceptthatTaxi Limousines (MCC 4121) and Beauty/Barber Shop (MCC 7230) merchant transactions mayvary
up to 20%. Restaurant (MCC 5812), Fast Food (MCC 5814), Service Station (MCC 5541) or Bar/Tavern (MCC
5513) transactions may vary by more than 20% from the electronic authorization without incurring
surcharges.
Restaurant Electronic Merchant
If you are a Restaurant Merchant MCC 5812 or Fast Food Merchant MCC 5814 and utilize a certified terminal
product or electronic system for authorization and settlement through Global Direct, each consumer card
transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each
transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card,
Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card,
Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, and Discover Premium Plus
Card will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application.
Commercial Card transactions that meet these requirements will be subject to the Business Card rate quoted in
the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be
subject to the rate quoted plus the applicable surcharge rate quoted in the Merchant Application.
• Obtain a single electronic authorization with magnetic strip read or contactless data capture (electronic
imprint) at the time of sale. Obtain a cardholder signature (unless transaction is eligible for NSR program).
• Settle and transmit batches same day via your terminal/electronic system.
Supermarket Electronic Merchant
If you are an approved (certified) supermarket merchant and utilize a terminal or electronic system for
authorization and settlement through Global Direct, each transaction you submit which meets all of the
following requirements will be priced at the rate(s) quoted for Supermarket Credit Card and Supermarket Check
Card. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa
Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World
Card, Mastercard World Elite, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card and
commercial cards, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant
Application.
• Obtain a magnetic strip read (card swipe/contactless data capture/electronic imprint) at the time of sale.
Obtain a single electronic authorization and settle for authorized amounts.
Page 18 of 21
" O b t a i n a c a r d h o l d e r s i g n a t u r e ( u n l e s s t r a n s a c t i o n i s e l i g i b l e f o r N S R p r o g r a m ) . S e t t l e a n d t r a n s m i t
b a t c h e s s a m e d a y v i a y o u r t e r m i n a l / e l e c t r o n i c s y s t e m .
" T h e e l e c t r o n i c a u t h o r i z a t i o n a m o u n t m u s t b e e q u a l t o t h e t r a n s a c t i o n a m o u n t o n a l l V i s a d e b i t c a r d
t r a n s a c t i o n s .
E m e r g i n g M a r k e t E l e c t r o n i c M e r c h a n t
I f y o u q u a l i f y a s a n E m e r g i n g M a r k e t M e r c h a n t ( a s d e f i n e d b y A s s o c i a t i o n g u i d e l i n e s f r o m t i m e t o t i m e ) a n d
u t i l i z e a t e r m i n a l o r e l e c t r o n i c s y s t e m f o r a u t h o r i z a t i o n a n d s e t t l e m e n t t h r o u g h G l o b a l D i r e c t , e a c h t r a n s a c t i o n
y o u s u b m i t w h i c h m e e t s a l l t h e f o l l o w i n g r e q u i r e m e n t s w i l l b e p r i c e d a t t h e r a t e s q u o t e d . A n y o t h e r
t r a n s a c t i o n , i n c l u d i n g c o m m e r c i a l c a r d t r a n s a c t i o n s , V i s a R e w a r d s C a r d , V i s a S i g n a t u r e C a r d , V i s a S i g n a t u r e
P r e f e r r e d C a r d , V i s a I n f i n i t e C a r d , M a s t e r c a r d R e w a r d s C a r d , M a s t e r c a r d W o r l d C a r d , M a s t e r c a r d W o r l d E l i t e
C a r d , D i s c o v e r R e w a r d s C a r d , D i s c o v e r P r e m i u m C a r d , D i s c o v e r P r e m i u m P l u s C a r d , a n d n o n - m a g n e t i c s t r i p e
r e a d f o r e i g n t r a n s a c t i o n s w i l l b e p r i c e d a t t h e r a t e q u o t e d p l u s t h e a p p l i c a b l e s u r c h a r g e r a t e q u o t e d i n t h e
M e r c h a n t A p p l i c a t i o n I n a d d i t i o n , e a c h V i s a t r a n s a c t i o n n o t p r o c e s s e d a s o u t l i n e d , b u t t r a n s m i t t e d s a m e d a y o r
n e x t d a y v i a y o u r t e r m i n a l / e l e c t r o n i c s y s t e m , w i l l b e p r i c e d a t t h e r a t e q u o t e d p l u s t h e a p p l i c a b l e s u r c h a r g e r a t e
q u o t e d i n t h e M e r c h a n t A p p l i c a t i o n .
" O b t a i n a s i n g l e e l e c t r o n i c a u t h o r i z a t i o n .
" S e t t l e a n d t r a n s m i t b a t c h e s s a m e d a y v i a y o u r t e r m i n a l / e l e c t r o n i c s y s t e m . P r o v i d e m a r k e t d a t a a s
r e q u i r e d . S e e N o t e .
N O T E : I f c a r d i s n o t p r e s e n t a n d a m a g n e t i c s t r i p e r e a d d o e s n o t o c c u r , t h e n M e r c h a n t m a y b e r e q u i r e d t o
c o m p l y w i t h "