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HomeMy Public PortalAboutJetPay20100923 Dallas Detroit 3361 Boyington Drive, Suite 180 30800 Telegraph Rd. Suite 1924 Carrollton, TX 75006 Bingham Farms, MI 48025 Ph: (972) 759-4800 Ph: (248) 540-1100 Fax. (972) 503-9100 Fax: (248) 646 -4948 JetPay - Merchant Application & Agrramar t ' MERCHANT NAME (DBA or Trade Name) CORPORATFJLEGAL NAME (r Different) LOCATION ADDRESS CORPORATE ADDRESS (if Different) 1 CITY STATE ZIP CITY STATE I ZIP Tybee Island 31328 Tybee Island GA 31328 GA 1 CONTACT NAME CONTACT EMAIL ADDRESS CONTACT TELEPHONE FAX NUMBER FEDERAL TAX ID# Woody Hemphill 912- 7865518 588000661 whemphill(Hleityoftybee.cr.,. _ 1 NAME TO APPEAR ON CARDHOLDER'S STATEMENT PHONE # TO APPEAR ON CARDHOLDER'S STATEMENT MOTO) - COMPANY WEBSITE f 912 - 7865518 Rivers End Camoground www.cityofryoue.org DOES THIS LOCATION CURRENTLY TAKE VISA/MASTERCARD? HAVE MERCHANT OR OWNEF.S/PRINCIPALS EVER BEEN TERMINATED FROM ACCEPTING 8ANKCARDS FOP THIS BUSINESS OR ANY OTHER BUSINESSES? 1 ❑ No x Yes Reason For Leaving xNo ❑ Yes (if yes, please explain) OWNERSHIP LOCATION: ❑ Individual/Sole Proprietor ❑ Partnership Building Type: ❑ Shopping Center x Office Buildirg ❑ Industrial Building ❑ [] Corporation ❑ LLC State: Residence ❑ Non -Profit (Must Provide 5030) Merchant: xOems ❑Rents ❑ Private L3 Publicly Traded )(Government Area Zoned ❑ Commercial ❑ Industraa: ❑ Residential Square Footage: ❑ 0 -500 ❑ sot -2500 ❑ 2501 -5000 ❑ sow - 10000+ PRINCIPALS Principal Name: First Middle: Last SSN: % ership: Title: Home Address: City. State' Zil:: Date of Birth:- - Home Phone: Cell Phone: Email Address: Principal Name: First Middle: Last SSN: % Owrership: Title: Home Address: City: State: Zip: Date of Birth: Home Phone: Cell Phone: Email Address: HAVE MERCHANT OR OWNERS/PRINCIPALS EVER FILED: YEARS IN BUSINESS AVERAGE TICKET ANNUAL VISA/MASTERCARD VOLUME 0 Business Bankruptcy ❑ Personal Bankruptcy (If yes, please explain) S $ NATURE OF BUSINESS: REFUND POLLC'f (What are you accepting credit cards tort When is the card charged? When is the product or service delivered? Please include I (Provide details of your ■etum polity.) any marketing materials that may help describe your product or service.) • Season; Sales: ❑ Yes ❑ No if so. please list :"sigh volume months : SALES METHOD: BANK ACCOUNT INFORMATION: ❑ Checking Account ❑ Savings Account Retail Swiped % Keyed with Signatures or Imprints % Mail Order % Phone % Attach voided check forthe: operating account where funds are to be deposited: Inbound Calls % Outbound Calls % Internet % ACH % Routing #,,'�� _ ; Account# Reporting Options: ❑ Real Time Reporting ❑ Daly Settlement Reporting ❑ Virtual Terminal Reporting 0 Other : E-Mail Address to said Daily Sales Summaries to: VENDOR REFERENCES (List 2 - include: name. address, and phone number) • ! 2. OTHER CARDS ACCEPTED (Place the account number in the space below for coasting accounts) • By checking - Apply' for either Americas Express andbr Discover merchant accounts, you American Express ❑Apply acknowledge that you will receive Terms and (?:nation from the card company for which you wish to apply. Please note that these companies are separate entities with Slab' own pricing and acceptance pollees. We will notify you as to the status of your application with each of these companies. Discover ❑Apply Diner's Club Dallas Detroit 3361 Boyington Drive, Suite 180 30800 Telegraph Rd. Suite 1924 Carrollton, TX 75006 Bingham Farms, MI 48025 Ph: (972) 759-4800 Ph: (248) 540-1100 Fax. (972) 503-9100 Fax: (248) 646 -4948 JetPay - Merchant Application & Agrramar t ' MERCHANT NAME (DBA or Trade Name) CORPORATFJLEGAL NAME (r Different) LOCATION ADDRESS CORPORATE ADDRESS (if Different) 1 CITY STATE ZIP CITY STATE I ZIP Tybee Island 31328 Tybee Island GA 31328 GA 1 CONTACT NAME CONTACT EMAIL ADDRESS CONTACT TELEPHONE FAX NUMBER FEDERAL TAX ID# Woody Hemphill 912- 7865518 588000661 whemphill(Hleityoftybee.cr.,. _ 1 NAME TO APPEAR ON CARDHOLDER'S STATEMENT PHONE # TO APPEAR ON CARDHOLDER'S STATEMENT MOTO) - COMPANY WEBSITE f 912 - 7865518 Rivers End Camoground www.cityofryoue.org DOES THIS LOCATION CURRENTLY TAKE VISA/MASTERCARD? HAVE MERCHANT OR OWNEF.S/PRINCIPALS EVER BEEN TERMINATED FROM ACCEPTING 8ANKCARDS FOP THIS BUSINESS OR ANY OTHER BUSINESSES? 1 ❑ No x Yes Reason For Leaving xNo ❑ Yes (if yes, please explain) OWNERSHIP LOCATION: ❑ Individual/Sole Proprietor ❑ Partnership Building Type: ❑ Shopping Center x Office Buildirg ❑ Industrial Building ❑ [] Corporation ❑ LLC State: Residence ❑ Non -Profit (Must Provide 5030) Merchant: xOems ❑Rents ❑ Private L3 Publicly Traded )(Government Area Zoned ❑ Commercial ❑ Industraa: ❑ Residential Square Footage: ❑ 0 -500 ❑ sot -2500 ❑ 2501 -5000 ❑ sow - 10000+ PRINCIPALS Principal Name: First Middle: Last SSN: % ership: Title: Home Address: City. State' Zil:: Date of Birth:- - Home Phone: Cell Phone: Email Address: Principal Name: First Middle: Last SSN: % Owrership: Title: Home Address: City: State: Zip: Date of Birth: Home Phone: Cell Phone: Email Address: HAVE MERCHANT OR OWNERS/PRINCIPALS EVER FILED: YEARS IN BUSINESS AVERAGE TICKET ANNUAL VISA/MASTERCARD VOLUME 0 Business Bankruptcy ❑ Personal Bankruptcy (If yes, please explain) S $ NATURE OF BUSINESS: REFUND POLLC'f (What are you accepting credit cards tort When is the card charged? When is the product or service delivered? Please include I (Provide details of your ■etum polity.) any marketing materials that may help describe your product or service.) • Season; Sales: ❑ Yes ❑ No if so. please list :"sigh volume months : SALES METHOD: BANK ACCOUNT INFORMATION: ❑ Checking Account ❑ Savings Account Retail Swiped % Keyed with Signatures or Imprints % Mail Order % Phone % Attach voided check forthe: operating account where funds are to be deposited: Inbound Calls % Outbound Calls % Internet % ACH % Routing #,,'�� _ ; Account# Reporting Options: ❑ Real Time Reporting ❑ Daly Settlement Reporting ❑ Virtual Terminal Reporting 0 Other : E-Mail Address to said Daily Sales Summaries to: VENDOR REFERENCES (List 2 - include: name. address, and phone number) • ! 2. OTHER CARDS ACCEPTED (Place the account number in the space below for coasting accounts) • By checking - Apply' for either Americas Express andbr Discover merchant accounts, you American Express ❑Apply acknowledge that you will receive Terms and (?:nation from the card company for which you wish to apply. Please note that these companies are separate entities with Slab' own pricing and acceptance pollees. We will notify you as to the status of your application with each of these companies. Discover ❑Apply Diner's Club MAYOR CITY MANAGER Jason Buelterrnan Diane Schleicher CITY COUNCIL CITY CLERK Shirley Sessions, Mayor Pro Tem Vivian Woods Eddie Crone Wanda Doyle CITY ATTORNEY Mallory Pearce Edward M. Hughes Kathryn Williams Paul Wolff cm' TYRE:: EST AN Credit Refere7-::es Bill to: Ship to: City Of Tybee Island P.O. Box 2749 Tybee Island,GA.31328 Tybee Island Ga. 3 :328 912-786-4573 912-786-5832 (fax) Federal ID 58-6000661 Tax Exempt # 302-526178 Banking First Chatham Bank Account # 0028266 P.O. Box 1248 Checking 111 Barnard St 912-629-2901 Savannah GA.31401 912-629-2919 Trade Account Phone Brooks Auto Parts 3117 912-284-7175 P.O. Box 650 Douglas GA. 31534-0650 Sommers Oil Co. 02209 912-7f 6-5423 P.O. Box 1869 Richmondhill, GA 31324-1 J.C. Lewis Motor Co. 5795 912-925-0234 P.O. Box 60759 Savannah GA 31420-0759 P.O. Box 2749 — 403 Butler Avenue, Tybee island, Georgia 313'2;8-2749 (866) — FAX (866) 786-5737 www.cityoftybee.org Pay In consideration of the mutual promises and oovenarrs contained in this Merchant Agreement ("Agreement"), the parties agree as it. lows: 1. Pates. The parties to this Agreement are ("Bank ", as marked and described below), JETPAY MERCHANT SERVICES, LLC, 'eels limited liability company whose address is 3361 Boyington Drive, Suite 180, Carrollton, TX 75003 (" JETPAY MERCHANT SERVICES"), and the Merchant set forth on the Mertent Application form to which this Agreement is atteched rMerchanr'). 2. Def nit:one. Forthe purposes of this Agreement a hd the Schedules refereed to herein. the following definitions apply unless the Cin otherwise requires: (a) Address Verification shall mean a service that allows Merchant to verify the home address of Cardholders with the relevant Issue'. (b) Association(s) shall mean VISA USA. Inc. ("Visa) and MasterCard International, Inc. ('MasterCard"). (c) AL".ho_;rafron shall mean an altar native response, by or on behalf of an Issuer to a request to effect a Transaction, that a Transa ;ion is within the Cardholders available credit limit and that the Cardholder has not reported the Caryl lost or stolen. All Transactions require Authorization. (d) Authorization Center shall mean the facility or facilities designated from time to time by Bank or JETPAY MERCHANT SERVICES to which Merchant shall submit all requests for Authorization. (e) Business Day shall mean any day other than (r) a Saturday or Sunday, or () a day on which banking institutions in Utah are authorized by law or executive order to be closed (and on which Bank is in fact dosed). (t) Car'(S' shall mean either a Visa or MasterCard credit card. debit card or other similar cans that requires a PIN for identification purposes or ore -paid, stored -value or gift card. Cardholder shall mean a person au ho. zed to use a Card. Chargebank shall mean a Transaction tat Bank returns to Merchant pursuant to this Agreement c F-onted Sale shall mean a sales Transaction processed without an approved electronic Authorization number being obtained for the. full amount of the sales Transaction at the time tte Transaction is processed. Q Full Recourse Transactions shall mean mail orders, telephone orders, ecommerce (Internet) orders, Pre-Authorized Recurring Oder Transactions, and other "card not present" sue. (k) Issuer shall rnean a member of an Association that enters into a contractual relationship with a Cardholder for the issuance of one or more Cards. (I) Merchar t S 'ement shall mean an itemized monthly statement of all charges and credits to the Operating Account (as that term is defined in Section 9 of this Agreement). (vin) Md -Qua:L < Tarrsactiorts shall mean: (i) key - entered r Transactions; () Visa telephone or mail Transactions without Verification; 15 any MasterCard telephone or Trail Transaction: and (iv) any Transaction designated as such by the organization designated by Bank to settle Transactions with the Associations (n) Nan - Qualified Transactions shall mean: () any Transaction sob Bitted for processing more titan 48 hours pastthe time the Aulboemtion occurred: (i)) any Transaction missing required data; and (via) any Transaction designated as such by the organization designated by Bank to settle Transactions with the Associations. (o) Normal Trangacm shalt mean a Transaction in which the Card is swiped through a terminal, register or other device, capturing tt a Card information encoded on the Card's magnetic strip. (p) Pre -Aut or z d Recurring Order Transactions shall mean Transactions that have been pre- authorized by the Cardholder and for which the goods or services are to be delivered or performed in the future by Merchant without having to obtain approval from the Cardholder each time. (q) Qualified Transactions shall mean: () retail Transactions in which the Card is swiped; (ii) Visa telephone or mail Transactors with Address Verification; or (ii) Transactions that are part of a special registered program approved by the Associations. (r) Services shall mean the transaction processing services provided by Bank under this Agreement (s) Trarisaon shall mean the acceptance of a Card or information embossed on the Card for payment for goods sold and(or leased it services provided to Cardholders by Merchant and receipt of payment from Bank, whether the Transaction is approved, declined, or processed as a Forced Sale. The term 'Transa :lion' also includes credits, errors, retums and adjlrstntents. 3. Merchant acmes to earttierzex in prom. en.. Merchant agrees to participate in the card processing services program established by Bank. 4. JETPAY MERCHANT SERVICES to provide services to Merchant chant. During the teen of this Agreement, subject to the terms and conditions of this Agreement, JETPAY MERCHANT SERVICES agrees to provide techniml doc.nnen ation and support in order to allow Merchant to accept and process Transactions. JETPAY MERCHANT SERVICES shall provide technical support and customer supportfor all Transactions, including, without limitation, Authorization, settlement, Charpeback processing and reporting, twenty -four hours each day, seven days each week during the term of this Agreement. JETPAY MERCHANT SERVICES agrees to provide Merchant with the those Services on Schedule A Willett are not provided by Bank, as amended from time to time by JETPAY MERCHANT SERVICES, during the term of this Agreement, subject to the terms and conditions of this Agreement S. Bank S. Bank to Provide Services to Merchant Bank agrees to provide Mercian with the Services indicated on Schedule A. as amended from time to time by Bank, during the term of this Agreement subject to the terms and conditions of this Agreement 6. independent Contractor. in the performance of its duties hereunder, JETPAY MERCHANT SERVICES shall be an independent contractor, and not an employee or agent of Bank. 7. Compliance with Assoc_a*nr Rules. Merchant agrees to comply with the bylaws, rules, regulations, policy statements and guidelines of the Associations a. Term. This Agr rP ... . ome effective when all parties sign the Merchant Apptc lion form to which this Agreement is attached and, unless sooner terminated, shall remain in effect for a term o` This Agreement shall renew automatically for successive terms of one (1) year each, unless any party provides written notice of termination t0 the otter parties at leas: - • • Ni existing obligations. warranties, indemnities and agreements with respect to Transactions entered into before such termination shall remain in furl force and effect, and Merchant shall remain liable for ail obligations to Cardholders and Bank incurred while this Agreement was in effesx. 9. li terchant Operating Account. Prior to accepting any Cards, Merchant shall establish a demand deposit account at Bank, or at a ' inancial institution approved by Bank ("Operating Account), through which fees, charges and credits due in accordance with this Agreement may be processed. Merchant authorizes Eank to debit all amounts Merchant owes Bank or JETPAY MERCHANT SERVICES hereunder from the Operating Account, whether maintained at Bank or another financial institution at times deemed appropriate by Bank, through the ACH Banking Network or by a manual debit of the Operating Account. Merchant waives c+f nry s. 'h charges or debits to the Operating Account against any other financial institution where the Operating Account is maintained, 10. Reserve Account Upon, or at anytime after, execution of this Agreement. Bank may establish a reserve account at Bank or any other financial institution designated by Bank 'Rene' e. Account", for all future indebtedness of Merchant to Bank or JETPAY MERCHANT SERVICES that ntav arise out of or relate to the obligations of Merchant under this Agreement, including, but not limited to, Chargebacks and fees, in such amount as Bank from time to time ma -ietermine r its sole discretion. Bank may fund the Reserve Account by deduction from payments due Merchant or a charge against Merchant's c'^n -ating Account or against any of Mer hant's accounts at Bank. The initial amount of the reserve account is provided for in Schedue 8. The Reserve Account will be maintained s x months after the date on which th s Agreement terminates or until such time as Bank determines that the release of the funds Ns Merchant 1s prudent in the best interest of Sank, and commercially reasonable, and U at Merchants account with Bank is fully resolved. Upon expiration of this six -month period, any balance remaining in the Reserve Account will be paid to Merchant. Bank will "form Merchant in writing of any charges debited to the Reserve Account during this six -month period. 11. cells, Merchant shall pay Bank and JETPAY MEaa CANT SERVICES all fees specified on Schedule A. as amended by Bank or JETPAY MERCHANT SERVICES from time to time. For each Transaction, Bank or JETPAY MERCHANT SERVICES will charge Merchant as follows: (a) Actual Visa and MasterCard interchange and assessments; and/or, (b) An amount {"Merchant Discount Fees") equal to a specvlred percentage of the total cash price of each sales and cash witndrawa. Transaction ("Merchant Discount Rate'); (c) A specified amount per Transaction CTransaction Fee'); and (d) A specified amount per Authorization ("Authorization Fee°). The Merchant Discount Rate, Authorization Fees and Transaction Fees are set forth on Schedule A. The Merchant Discount Fees ere based on sales, not net sales. Different Merchant Discount Rates apply to Qualified, Mid- Quaffed and Non - Qualified Transactions, as shown on Schedule A. Merchant agrees that Bank and JETPAY MERCHANT SERVICES wli deduct Merchant Discount Fees from the Operating Account or Reserve Account on a daily basis unless a monthly t:asis is specified on Schedule A. Merchant also agrees to pay .Bank or JETPAY MERCHANT SERVICES the amount of any fees, charges or penalties assessed against Bank or JETPAY MERCHANT SERVICES by any Association or issuer for Merchants violation of the by -laws. rules, regulations, guidelines, policy statements or threshold requiremerts of such entities. Merchant shall pay Bank or JETPAY MERCHANT SERVICES for any other services provided to Merchant by Sank or JETPAY MERCHANT SERVICES and to - all other fees shown on Schedule A, including, but not limited to monthly minimum fees. Chargeback fees and customer service fees. 12. Alt amounts Merchant owes Sank or JETPAY MERCHANT SERVICES may be charged to the Operating Account or Reserve Amount recouped by adjustment to any credits due to Merchant, or set off against any account or property Bank or JETPAY MERCHANT SERVICES holds for or or behalf of Merchant 15. Equipment In professing Transactions, Merchant shalt use only equipment or software programs provided or approved by the ,authorization Center or JETPAY MERCHANT SERVICES ("equipment') and related equipment installed or approved by JETPAY MERCHANT SERVICES, subject to Bank's approval. and the following additional terms: (a) The equipment shall be suitable for processing Me Services; (b) Merchant yea pnnide, at Merchants expense. suitable electric power and telephone services and will pay for any alterations to Merchants premises required to properly locate Merchant's equipment (c) If Merchant is using equipment, Merchant acknowledges receipt of a copy of the equipment User's Guide. Merchant will use and operate the equipment only in accordance with the equipment User's Guide: and (d) Bank Wall have no liability to Merchant if any installation is delayed or cannot be completed. JETPAY MERCHANT SERVICES wi; not have liability to Merchant if any installation is delayed or cannot be completed for reasons not caused by the act or neglect of JETPAY MERCHANT SERVICES. At no time will J- TPAY MERCHANT SERVICES liability exceed the amount of fees collected or reasonably expected to be collected from merchant for this delay period. 16. Documenting Transxcceons. Merchant shalt submit the following information to Bank or Bank's designee in connection with T ra section processing: (a) The DBA name of Merchant (if any), name of Merchant and Merchant's address: (b) Mendnanfs customer service telephone rumber, (() Merchant's Internet address (if applicable); (d) The Merchant Number assigned to Merchant by Bank (e) The Card account number, validation date and/or expiration date of the Card, if one appears on the Card used to effect the Transs won; (f) The shame, address am! telephone number of Cardholder and (g) Such additional information as may from dme m time be required by Bank and/or the relevant issuer. Me pant shalt not sulxnit a Transaction to Bank (electronically or otherwise) until Merchant has performed its obligations to the Carte :older in connection with the Transaction or obtained Cardholder's consent for a Pre-Authorized Recurring Order Transaction. Merchant shat! not transmit any Transaction to Bar -k that Merchant knows or should have known to be fraudulent or not authorized byte Cardholder. Merchant is responsible for its employees' aeons. Merchant may transmit a Tran saction that effects a prepayment of services or full prepayment of custom-ordered merchandise, manufactured to a Cardholder's spedticatons, if Merchant advises Cardholder of the immediate billing at the time of the Transaction and within time limits established by the Associations 17. Authorization for Trransaitions. Merchant shall obtain Authorization for Transactions as follows: (a) Eectronically Transmitted Transaction_ Merchant shall submit each Normal Transaction for Authorization to the Authorization Cer er using the equipment The Authorization Center shall authorize or dedine a Normal Transaction transmitted for Authorzation and shall capture and process for Merchant the it formation relating to the Normal Transaction. If equipment is inoperable at the time of an Authorization request, the Transaction may be authorized by using the appropriate dial -up fe elk/. In that case, the Transaction shall be entered as a Forced Sale Transaction, provided the approval number is also entered, and Merchant shall be subject to [an additional ' oice or audio response unit "ARU° Authorization Fee as outlined an Schedule A. (b) Full Recourse Transactions. The following additional requirements apply to Full Recourse Transactions: (1) Ali Full Recourse Transactions are at Merchants risk. As to each Full Recourse Transaction, Merchant warrants to Bank that the Iverson whose name is submitted to Bank as Cardholder either made or authorized another to make the purchase. Upon breach of this warranty, Bank may charge back the Trans action to Merchant If Bank charges back the Transaction to Mesdhant () Merchant shall pay Bank the amount of the Transaction, any Chargeback fee set forth on Schedule A, plu> any Association fine or assessment and n Bank may charge all such amounts to the Operating Account or Reserve Account without prior notice to Merchant (2) All Full Recourse-Transactions must be electronically authorzed through the Authorization Center and, in addition to the irnformatio h required in Section 16 of this Agreement, each such request for Authorization also shall include: () an Authorization code, if required; (11) the Cardholder's address and Address Verif adon results; and u) in lieu oft he Cardholder's signature, a notation of (A) mail order (MO), (B) telephone order (T0), (C) e- commerce order (EO), or (0) preauthorized order (PO) c i the signature line: (3) ff Merchant accepts a Pre-Authorized Recurring Order Transaction, the Cardholder shat execute and deliver to Merchant a written 'request for this pre - authorization. This written request shall be maintained by Merchant and made available upon request to Bank All annual billings must be reaffirmed at least once each year. Merchant shall not deliver goods cr perforn services covered by a pre-authorization order after receiving notification from the Cardholder that the pre - authorization a canc=_led or from Bank that the Card covering the pre- authorization is not to be honored; and (4) Merchant shall verity Cardholder's address from the Association network. For telephone or mail order sales, Merchant shall transmit a tidcetenvoice number and shall do an Address Verification to qualifyfor the Qualified Transaction discount rate. 18. Prohibd Transactions. Merchant shall not do any of the following with respect to any Transaction: (a) Impose a surcharge on a Cardholder who elects to use a Card in lieu of payment by cash, check or other mode of payment (b) Charge a Cardholder more than the amount the Cardholder would pay if payment were made by cash or check; (c) Establish a minimum or maximum dollar Transaction amount (d) Obtain multiple Authorizations for amounts less than the total sale amount (e) Obtain Authorization for purposes of setting aside Cardholder's credit line for use in future sales; (a Extend credit for or defer the time of payment of the total cash price in any Transaction; (g) Honor a Card except in a Transaction velere a total cash price is due and payable; (h) Make any special charge to or extract any special agreement or security from any Cardholder in connection with any Transaction; O Transmit or accept for payment any Transaction that was not originated directly between Merchant and a Cardholder for the sale or I rase of goods or the performance of services of the type indicated in the Merchant Application form to which this Agreement is attached; (jl Honor or accept a Cara as payment for any legal services or expenses arising out of or related to: n the defense of any crime other than a traffic violation; () any domestic relations enatterwhere such services or expenses are furnished to a person whose name is not embossed on a Card; or (111) any bankruptcy, ins( lvency, compromise, composition or other orooess affecting Cardholder's creditors: (k) else Merchant's own Card, or one to which Merchant ties miens, to process a Transaction for the purpose of obtaining credit for Merchant's own benefit ;I) Redeposit a previously charged Transaction, regardless of whether the Cardholder consents; (m) initiate a Transaction credit without a balance in the Operating Account equal to the credit (n) Use the equipment or any data received thereon for any other purpose other than for determining whether or not Merchant should accept checks or Cards in connection with e current sale or lease of wale or services; (o) Use the equipment or any data received thereon for credit inquiry purposes or any other purpose not authorized by this Agreement INrn (p) Draw or convey any inference concerning a person's creditworthiness, credit standing, credit capacity, character. general reputation, personal characteristics or mode of living when any Card or check is processed as non-accepted; (q) Disclose any information obtained through the equipment to any person except for necessary disclosures to affected Cardholders, Br ink and/or the Issuer, (r) Add any tax to Transactions unless applicable law expressly requires that Merchant be permitted to impose a tax. Any tax, if allowed must be included in the Transaction amount and not collected separately, (s) Disburse funds in the foam of trave'ers cheques, if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from Merchant (t) Disburse funds in the form of cash; (u) Accept a Card to collect or refinance an existing debt (v) Issue a transaction credit in respect of goods or services acquired in a cash transaction which are returned; or () Make any cash refund to a Cardholder who has made a purchase with a Card. Al transaction credits will be issued to the :ame Card account number as the sale. 19_ Prohibition o6 c:^r7s7li* fount '—' 7, --- 71: 4 20n. Merchant shall not without the Cardholder's consent. sell, purchase, provide or exchange Card account number information in the fie e t of Transaction documents, carbon copies of imprinted Transaction documents, mailing lists, tapes, journal rolls or other mec;ia obtained by reason of a Card to any third party. 20_ Day Rec ar rrdton of Transactions. (a, El onically Transmitted Transactions. Transactions will be settled on a daily basis. Bank shall deliver payment to Merchant as soon thereafter as practicable by a credit to the Operating Account equal to the reconciled summary Transaction total of an of Merchant's total summary Transactions since the r revious credit This cream will be reduced. if necessary, by (i) The sum of afi Cardholder tharges denied, refused or charged bade (ii) all refunds processed on account of Cardholders during said time period; m the fees and charges, including Chargebacks, Merchant 'Ares Bank or JETPAY MERCHANT SERVICES hereunder, (iv) all taxes, penalt es, de' ges and other items incurred by Bank that are reimbursable pursuant to this Agreement and (v) all appficabie rates, fees and charges described on Schedule A. (b) Reconciereon of Transactions. Merchant shall reconcile each settled Transaction within fifteen (15) days after the date on wheh such Transaction is submitted to Bank for payment, and shall notify Bank and JETPAY MERCHANT SERVICES immediately of any discrepancies or errors Merchant notes at a result of such reconciliation. Neither Bank nor JETPAY MERCHANT SERVICES shall have any responsibility or liability for Transaction - related errors or omissions that are broug! : to their attention more than thirty (30) days after the date on which the Transaction to which such error or omission relates is first presented to Bank for settlement (c) Provisional Credit Any credits to the Cperating Account are provisional only and subject to revoraeon by Bank until such erne t rattle Transaction is final and no longer subject to Chargebadc by the Issuer, Cardholder or Associations. Bank may withhold payment for a Transaction to Merchant, for any reasor , until such time as the Transaction has been verified as legitimate by the relevant Issuer or Bank and/or JETPAY MERCHANT SERVICES receive adequate supporting doarmen ation from Merchant to authenticate the Transaction and mitigate Changeback risk. 21. Adiustmente and Returns. Merchant will maintain a fair exchange and return policy and make adjustments with respell to goods and services sold and/or leased to its customers whenever appropriate. if goods are returned, or services are terminated or canceled, or any price is adjusted. Merchant v, ill prepare and transmit a credit or return Transaction, either electronically or by paper for the amount of the adjustment as a deduction from the total amount of Transactions t ansmitted that day. If the amount of credit or return Transactions exceeds the amount of sates Transactions, Merchant shall pay Bank the excess. Merchant shall make no cash refunds on Transactions and shall handle all credit adjustments as provided in this Section 21. if no refund or return will be given, Cardholder must be advised in writing that the sale is : i "final sale' and no returns' are permitted at the time of the Transaction. Cardholder also must be advised in writing of any policy of Merchant that provides for no -cash refunds and it -store credit only. Merchant shall follow Association reservation/no-show pokes. Merchant shall notify Cardholders in writing of this policy on all advance reservations. Merc> pant also shall notify Cardholders at the time of the reservation of the exact number of days required for reservation deposit refunds. 22. Cenrr ebacks. The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be v ethout recourse to Merchant, except for (i) Full Recourse Transactions; n as otherwise indceted in this Agreement; and roc as follows: (a) No specific prior Authorization for the Transaction was obtained from the Authorization Center, the approval number does not app tar in the electronic transmittal that is maintained by Bank, or Transaction was submitted to the Bank or J AY MERCHANT SERVICES thirty (30) days or more after the date or which the goods and/or services to which the Transaction mates were purchased or leased by the relevant Cardholder, (b) The Transaction was based on a pre - authorization form and the Card on which the Authorization was based has been canceled and Merchant was so notified prior to the Transaction; (c) The Card giving rise to the Transaction was canceled and prior to, or at the time of, the Transaction, and Merchant received notice of the cancellation through the electronic terminal, in writing or otherwise; (d) The Card expired prior to the date of the -. transaction or the date of Transaction was prior to the validation date, if any, indicated or the Card: (e) The information required in Sections 16 aid 17(b) above was not submitted to Bank; () Bank or Issuer has received a complaint from cr on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between Merchant and Cardholder; (9) The Cardholder makes a written complain to Bank or Issuer that the Cardholder did not make or authorize the Transaction; (h) A setoff or caunterdaim of any kind exists h favor of any Cardholder against Merchant that may be asserted in defense of an attic a to enforce payment against the Cardholder in a Transaction: () The Transaction was made at or by a Meredrant other than Merchant named in this Agreement Q The Transaction otherwise violates the terms of this Agreement or any other Assocaeon or issuer bylaw, rule, regulation, policy or < uideline; (k) A Transaction is charged back by an Issuer, or (1) Any representation or warranty made by Merchant in connection with the Transaction is false or inaccurate in any respell In any such rase, Bank shall not be obligated to accept a Transaction for credit to the Operating Account. If Bank has credited he Operating Account or Reserve Account for such a Transaction, Bank may return the Transaction to the Merchant and Merchant shall pay Bank the amount of the Transac ion. Merchant agrees that Bank, without prior notice to Merchant may (1) charge the amount of the Transaction to the Operating Account or Reserve Account a recoup the mount of the Transaction by adjustment of the credits due to Merchant or (iii) set off the a mount of the Transaction against any account or property Bank holds for or on behal of Merchant If Merchant disagrees with Bank's decision to charge back a Transadac t, Merchant must so notify Bank in writing within 10 days of the Chargeback, and p ovide documentation that the dispute has been resolved to Cardholder's satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement if Bank or JETPAY MERCHANT SERVICES, if JETPAY MERt ;RANT SERVICES has indemnified Bank, takes legal action against Merchant for any Chargebacks or any amounts due Bank or JETPAY MERCHANT SERVICES hereunder, Merch ant shall pay the costs are eten neye fees incurred by Bank and/or JETPAY MERCHANT SERVICES, whether suit is commenced or not 23. Merchant Staterrert At least once per month, Bank shall provide Merchant with a statement (the "Merchant Statement'). All ere motion appearing on the Merchant Statement shall be deemed accurate and affirmed by Merchant unless Merchant objects by written notice specifying the particular item in dispute within 30 days of the date of the Merchant Statement Retention of Original Sares in¢armat ^r Merchant shall retain the information required by Sections 16 and 17(a) for seven year; from the date of the Transaction. At the request of Bank, Merchant shaft provide such information to Bark or JETPAY MERCHANT SERVICES. as directed by Bank, within five (5) days of receipt of a request from Bank. Failure to meet such time frame or non-delive:y of any item or delivery of an illegible copy of an item requested by an Issuer shall cons itute a waiver by Merchant of any olaims and may result in an irrevocable Chargeback for the full amount of the Transaction. 25 Recovery of Cardrr. Merchant will use its best efforts to reasonably and peaceably recover and retain any Card for which Mercha it receives notification of cancellation, restrictions, theft or counterfeiting_ This notice gray be given: () , electronically through the equipment (ii) by the Authorization Center trough any means; or () by listing on any canceled Card or restricted Card list Merchant shall also take reasonable steps to recover a Card which it has reasonable grounds to helieve is counterfeit. fraudulent or stolen. 26_ Customer Complaints. Merchant shall respond promptly to inquiries from Cardholders and seal esolve any disputes <,micably_ tf unresolved disputes occur with a frequency unacceptable to Bank Bank may terminate this Arreseea ^t. Sere resent - e ' o _ Merchant r - r^ - -n; mbursement on account of excessive Cardholder inquiries, refunds or Chargebacks Merchant agrees to maintain the following information in writing with respect to each clairn or defense asse ter b r a Ca rdholder for wriIcb Memban ?''has aceivec .^.o•i: (a) The Cardholder's name; (b) The Card account numb (c) The date and time the Cardholder asserted the claim or defense; (ce The nature of the claim or defense; and (e) The action that Merchant took in an attempt to resolve the dispute. Upon request, Merchant shall furnish Bank wite this information in writing within 10 days. 27 . – '- Ann - a....• �" fl " aid ;..r. :. i .. . ,.....F ' Verchant shall prevert th disclosure of this information except for necessary disclosures to affected Cardholders to 3ar,'r, tic J ='PAY MERC1yAi' T SERVICES and to Issuers. INITIAL 28. Associations' and ! ssuers' Reou'rrentcrfvs. Merchant shall comply with all bylaws, rules,, regulations, policies and guidelines of lit i Associations and any Issuer whose Cards are used to process Transaaions in accordance with this Agreement Merchant will display prominenty at its place of business Card emble ns and other promotional material and literature provided by Bank directly or through JETPAY MERCHANT SERVICES. Subject to the prior mitten consent of Bank and upon seer conditions as authorized by Bank, Merchant may use Carol servi a marks or design marks in its own adverbs° rent and promotional materials. 29. Conrtrrance m .4opIcable Law. Merchant reps and warrants that it has obtained all necessary regulatory approvals, certificates and licenses to sell any product or provide any service it i,tends to offer and tat it i5 in compliance w th the Telephone Disclosure and Dispute Resolution Act and the regulations of the Federal Trade Commission and Federal Communications Commission. Merchant shah comply with all present and future federai, state and local laws and reguttions per wining to Transactions, including, without limitation, the Federal Fair Credit Reporting Act, the Federa: Trutlh -in- Lending Act, the Electronic Fund Transfers Act and the Federal Equal Credit Opportunity Act, as amended. 30. Taxes. Each party hereto shat repot its income and pay its own faxes to any applicable jurisdiction. If Bank or JETPAY MERC -IANT SERVICES are required to pay any taxes. inn, fines or penaites owed by Merchant, said amount shall become immediately due and payable by Merchant to Bank or JETPAY MERCHANT SERVICES. ff excise, sale or use t are imposed on the Transactions Mendtant shat be responsible for the coldet.*on and payment thereof. Bank or JETPAY MERCHANT SERVICES shat be entitled to recover of any of said taxes paid by it on behalf of Merchant from Merchant immediately after payment 39. Le9i<,r/ of Liability. to addition to at other limits on the liablify of Bank and JETPAY MERCHANT SERVICES container in Otis Agreement, neither Bank nor JETPAY MERCHANT SERVICES stroll be liable to Merchant or Merchant's cusbmers or any other person for any of the following: (a) Any toss or fiabifily resulting from the denial of credit to any person or Merohant's retention of any Card or any attempt to do so; (b) Any toss pused by a Transaction downgrade resulting from defective or fautty equipment regardless if owned by Bank, JETPAY 1ERCHANT SERVICES or Merchant (cyfhetmavaablitycfServicescausedbytheterminationofcontractswithcomputerhardwarevendors,processorsorinstallerswietherterminatedbyBank,JETPAYMERCHANT SERVICES or arty other person for any reason: or (d) Interruption or termination of any Servic s caused try any reason except for failure of JETPAY MERCHANT SERVICES to repair x replace equipment at Merchant's expense. At no time wit JETPAY MERCHANT SERV10ES' iabifity exceed the amount of fees collected or reasonably expelled to be colter, ed fr hm merchant for this delay period. . NEITHER BANK NOR JETPAY MERCHANT SERVICES SHALL BE LIABLE FOR ANY LOST PROFITS. PUNMVE, INDIRECT, S?ECIAL OR CONSEQUENTIAL DAMAGES TO MERCHANT OR TO ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEME T OR ANY OF THE SERVICES TO SE PERFORMED BY BANK OR JETPAY MERCHANT SERVICES PURSUANT TO THIS AGREE.tENT, MERCHANTACKNOWLEDGES THAT BANK HAS PROVIDED NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WRfl EN OR ORAL, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE, WITH RESPECT TO ANY EQUIPMENTAND THAT BANK HAS NO LIABILITY WITH RESPECT TO ANY EQUIPMENT. BANK MAKES NO REPRESENTATIONS OR WARRANT iES, EXPRESS OR IMPLIED, REGARDING THE SERVICES IT PROVIDES HEREUNDER. SHOULD THERE BE ERRORS. OMISSIONS, INTERRUPTIONS OR DELAYS RESULTING FROM BANK'S OR JETPAY MERCHANT SERVICES' PERFORMANCE OR FAILURE TO PERFORM OF ANY KIND, BANK'S AND JETPAY MERCHANT SERVICES' LIABILITY SHALL BE LIMITED TO CORRECTING SUCH ERRORS IF COMMERCIALLY REASONABLE OR SUPPLYING SUCH OMISSIONS IN THE WORK PF:ODUCT IN WHICH THEY HAVE OCCURRED. 32. Li,r,letion on Damages. in no case shal Merchant be entiifed to recover damages from JETPAY MERCHANT SERVICES or B ank that exceed the fees retained try Bank and JETPAY MERCHANT SERVICES pursuant to this Agreement during the six month period immediately prior to the event giving rise tr the claim for damages. 33. Iarder.n0f Uon. Merchant agrees to indemnify and hold Bank and JETPAY MERCHANT SERVICES harmless from any and al losses. claims, damages, tab ales and expenses. including athomeys" fees and costs (w trether or not an attorney is an employee of Bank or Bank's affiliates, JETPAY MERC HANT SERVICES o- affiliates of JETPAY MERCHANT SERVICES) arising out of any of the following: (a) Merchants shore to oompiywilh t his Agreement (b) Any act or omission of Merchant (c) N pant's falure to comply witch the equipment's User's Guide; (d) s ,erchanfs failure to mmpty with airy bylaw, nile, regulation, guideline or policy of any Association or Issuer, (e) Merchants failure t0 empty with any applicable taw, rule or regulztiun; (f) Any dispute concerning the quality. condition or delivery of any merchandise or the quality of performance of any service; (g) The fraud or dishonesty of Merebant or Merchants emp oyees, licensees, successors, agents and/or assigns; (h)Merchantsselectionofanintemetwrviceproviderorothertelecommunicationservicesproviden () The theftof or damageordestrucbon to any equipment; or ()) Fulf Recourse Transactions, unauthorized Transactions and prohibited Transactions. 34, Cred t tnvesbaation and Bank Auditing. Bank may audit, from time to time, Merchants compliance with the terms of this Agreemhent. Merchantshelprovideall information requested by Bank tit complete Bank's audit Merchant authorizes parties contacted by Bank t0 release the credit infou nation requested by Bank, and Merchant agrees to provide Bank a separate authorization for release of credit infor ation, if requested. Merchant shat) deliver to Bank such information as Bank nay reasonably request from time to time, indudrng without lrimtation, financial statements and informatior pertaining to Merchants financial condition. Such information shall Of true, complete and ac orate. [Without limiting the generafry of the foregoing, Merchant shag provide t0 Bank and JETPAY MERCHANT SERVICES its balance sheet and income s atements not less frequently than every three mar months during the term of this Agreement.) 35. Termination off Agreement by Bank and „EAY MERCHANT SER `°+ICES. Bank may temhinate this Agreement upon at least 30 days' prior written notice to the other parties. in addition, Bank and JETPAY MERCHANT SERVICES jointly may terminate this Agreement without notice to Merchar: under arty of the below listed circumstances. Any such notice of temvnation by Bank is effective upon marling. (a) Any information concerning Merchant obtained by Bank is unsatisfactory t0 Bank in Bank's sole discretion; (b) Any act of fraud or dishonesty is committed by Merchant, its employees and/or agents, or JETPAY MERCHANT SERVICES or Batik believes in good faith that Merchant, its employees and/cr agents have committed, are committing or are planning t0 commit any acts of fraud or misrepresentation; (c) Chargebacks are excessive in the opinion cf Bank; (d) Breach 0f this Agreement by Merchant (e) Any representation or waararny made by Merchant in this Agreement is not true and correct (1) Merchant files a petition under any bankruptcy or insolvency taw; (g) Mer frartt fail to maintain sufficient funds in the Operating A00ount to cover the amounts due to Bank hereunder, (h) Merchants percentage of en or Transactions or retrieval requests is excessive in the opinion of Bank; (1) Any insurance potty obtained by Bank, JETPAY MERCHANT SERVICES or Merchant relating to Transactions and/or Chargeback : is cancelled or terminated for any reason;' ® Merchant fails to provide financial statements suitable to Bank on request; or (Ic) JETPAY MERCHANT SERVICES does riot or cannot perform its duties under this Agreement and Bank determines that it is not feursible to provide to Merchant the Servikes contemplated by this Agreement Bank is not obligated to provide replacement Services if JETPAY MERCHANT SERVICES does not or cannot perform. Bank may selectively temninate one or more of Merchant's approved locations without terminating this entire Agreement 1n the avert of termination, all obligations of Merchant incurred ar existing under this Agreement prior to termination shat survive the termination. Merchants obligations witt respect to any Transaction shat be deemed incurred and existing on the transaction date of such Transaction. 36. Ter^nir€on 0f Agn rent by Mer^ha Merchant may terminate this Agreemer: :pon at least 30 days' prior written notice to the other parties if Bank amends Schedule A pursuant to Section 39 to increase the rates, foes or charges Merchant pays hereunder. except for fees or rates that result tom a pass through from an Association. 37. Setoff. 1n addition to airy other legal or egslabte remedy available to it in accordance with this Agreement or by law, Bank and/or J_-TPAY MERCHANT SERVICES may set off any amounts due to Bank and/or JETPAY MERCHANT SERVICES under this Agreement against any property of Merchant in the pos: ession or control 0f Bank or JETPAY MERCHANT SERVICES. 38. Exclusivity - Merchant shall submit hf Merchant's Transactions to Bank unless Bank indicates t0 Merchant it c' ^ ' a -'. ^' ^ - ors for Merchant. Merchant agrees upon early term nation of this Agreement to pay Bank and/or JETPAY MERCHANT SERVICES The obligations of Merchant under this Section 38 shall survive any termination or expiration of this Agreement. wyP. P. P.... . ....wPPO . ...P.Pww..PPPPPP ♦P.I. PPP♦. P".'♦ P. PPPPPP....... P. P...PP OP....P.P.P. ♦......PP.P.1.wP... ♦.... PfP...P.P....PP...P.NwP.PP..... P.P ♦P.P.. .P..w..P..... P....... ................. .............i H. ♦..♦ P ♦ ♦ .P ♦NfPPP.PPPN P ♦ ♦P.P. .............. PPPPN.PP...... ♦.PPP... w♦.....•... P.. ...P.PwPw:P.PPPP:P.P.POw.PPP.w♦ ................... ♦P P.. ♦PPPPP P ♦P..P...PPPwwP .PwPwww.P..PP.P..... w1.fP.wPw.P.PPPPw P.P P.PPw. ♦P....P...P..P...P. ♦PPI.. P.PP .P.WP.PP. ........P...P..♦ P .......P. ..... P..P... ♦PP..P..Pw... wPPPPP..IPP..P... ....... .......... ................P.P.P......PP.. ♦P.P.PP....PP...PPPP.P..s. PP...PP.w♦ P.. P......P. .P.Pea.P.....P.....P.P.P...P.P. f.P.....PP. P....P P.PPPPw..wP..P ....P .P♦ P...P.. P..'♦ .y..P..P..PP..P......P....PP PP...PP:..PPP ♦P.PP..wP.PfP.N♦ ♦... PPP.. PP . ♦PP.P.P........PP1.P.....0... ♦ ....... ....... P.. w. P.. ... ......... ... .......... ....... ...PP. P.P.PP P............P .w.................... IN 39. Amendments to this Agra rnsr°`. From time to lime Bank may amend this Agreement as follows: (a) Amendment to Crrr and /c' Services. Bank may amend or delete Cards or Services listed in Schedule A by notifying Merchant in .a 'fang of any such amendment At provisions of this Agreement shall apply to Cards or Services added to this Agreement. Bank shall notify Merchant of the fees to be charged for pr: , cessing the additional Cards and Services. Acoaptance by Merchant of a new approved Card as payment for a Transaction or use of a new Service after Bank has sent Mercha et notice of an amendment shall constitute Merchants agreement to the amendment and the fees or charges related to these additions. (b) Amehdr•rt to Fees and Charces. From time to time, Bank or JETPAY MERCHANT SERVICES may change all rates, fees anc charges set forth on Schedule A Bark or JETPAY MERCHANT SERVICES will provide written notice to Merchant of all such amendments. Bank or JETPAY MERCHANTS ERVICES may change the rates, fees and charges without prior written notice if Merchant's sales volume or average Transaction amount does not meet Merchants projections contain( in the Merchant Application form to which this Agreement attatthed. tf notice is required Bank or JETPAY MERCHANT SERVICES will give wr+Jen notice on the Merchant State rreent or by sending separate notice by mat.. Al; new rates, fees and charges will become effective for the month immediately following the month in which the notice appeared on the Merchant Statement or was sent by mail, unless Merchant terminates this Agreement in accordance with Section 36. (c) Amendments to at ether Prgvisinns. Bank may amend this Agreement in any manner other than as described in Section 39(a) or 39(b) above simply by proviceng written notice of suds amendment to Merchant and such amendment shah berme effective on the latter of (i) the date on which such written notice s received by Merchant; or (i) a date specified by Bank in such wiitien notice. 40. Assignment This Agreement may not de assigned by Merchant without the prior written consent of Bank Bank may assign this: Agreement without :imitation. Assignment of this Agreement by Bank shall relieve Bank of any further obligations under this Agreement 41. Financial Accommodations Bank, JETPAY MERCHANT SERVICES and Merchant intend this Agreement to be construed as a contract to extend financial accommodations for the benefit of Merchant. 42. Waiver. To the extent that Merchant becomes a debtor under any chapter retitle 11 of the United States Code and such event drams not result in the termination of this Agreement, Merchant hereby unconditionally and absolutely waives any right or abrTrty that Merchant may otherwise have had to oppose, defend against or otherwise challenge any motion filed by Bank for relief from the automatic stay of 11 J.S.C. § 362(a) to enforce any of Bank's rights or claims under this Agreement 43. Cooperation. In `heir dealings with ore another, each party agrees to art reasonably and in good faith and to fully cooperate with each other in order to facilitate and accomplish the transactions contemplated hereby. 44. Entire Agreement This Agreement, together with the Schedules attached hereto, supersedes any other agreement, whether written or oral. that may have been made or entered into by any party (or by any officer or officers of any party) relating to the matters covered herein and constitutes the mire agreement of the parties hereto. 45. Severabiety. If any provisions of this Agreement shall be held, or deemed to be, or shall in fact be, inoperative or unenforceable as applied in any particular situation, such circumstance shad not have the ere :et of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or sections herein contained shall not affect the remaining porno is of this Agreement or any part hereof. 46. Notices. Except for notices provided by Bank to Merchant on the Merchant Statement, all notices, requests, demands or a her instruments which may or are required to be given by any party hereunder shall be in writing and each shall be deemed to have been properly given when (1) served personally on an officer of the party to whom such notice is to be given, (i) upon expiration of a period of three (3) Business Days from and after the date of mailing thereof when :nailed postage prepaid by registered or certified mail, requesting return receipt, or tiii) upon delivery by a nationally recognized overnight delivery service, addressed as follows: If to BANK: With a Copy to: Address listed on Acquirer Discloser JetPay Merchant Services If to JETPAY MERCHANT SERVICES: If to MERCHANT: =AY MERCHANT SERVICES. LLC: Address listed on Merchant Application AT!': Trent Voigt 3361 Boyingt n Dr. Suite 180 Carrollton TX 75006 Any party may change the address to which subsequent notices are to be sent by notice to the others given as aforesaid. 47. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to internal principles of conflict of laws, and federal law. 48. Captions. Captions in this Agreement are for convenience of reference only and are not to be considered as defining or limiting in any way the scope or intent of the provisions of this Agreement 49_ No Waiver. Any delay, waiver or omission by Bank to exercise any right or power arising from any breach or default of the ott er party in any of the terms, provisions or covenants of this Agreement shall not be construed to be a waiver of any subsequent breach or default of the same or any other terns, provisions or covenants on the part of the other party. All remedies afforded by this Agreement for a breach hereof shall be cumulative. 50. Force Maieur e. The parties shall be excused from performing any of their respective obligations under this Agreement which ire prevented or delayed by any occurrence not within their respective control including but not limited to strikes or other labor metiers, destruction of or damage to any buildint , natural disasters, accidents, riots or any regulation, rule, law, ordinance or order of any federal, state or local government authority. 51_ ACH Processing. When requested by Me - chant, JETPAY MERCHANT SE RVICES will also provide ACH processing service.: at the rates specified in Schedule A. Merchant agrees that information supplied in this application may be used to establish a separate ACH account. If this service is requested, Merchant understands that a personal credit review may be deemed necessary and authorizes such an action. Merchant agrees that Bank and JETPAY MERCK; NT Se RVICES will deduct processing fees from the Operating Account or Reserve Account on a daily basis unless a monthly basis is specified on Schedule A. Merchant also agre 's to pay Bank or JETPAY MERCHANT SERVICES the amount of any fees, charges or penalties assessed against Bank or JETPAY MERCHANT SERVICES 52. Honoring Ceeets. (a) Merchant will accept all valid Cards when property presented by Cardholders in payment for goods or sevices, subject to Visa rotes requiring Merchant to erect whether it will accept credit only, debit only or both debit and credit Cards. Merchant's election is set forth in the Application. (b) Merchant shag not establish minimum or maximum amounts for Card sales as a condition for accepting any Card. (c) Merchant shall not require any Cardholde • to pay as a surcharge any part of any discount or charge imposed upon Merchant by this Agreement, whether through any increase in price or otherwise require a customer presenting a Card to pay any charge or price as a condition of sale that is not also required from a customer paying cash. However, Merchant may not, by this term, be pre vented from offering discounts to customers for cash purchases. (d) Merchant shall not engage in a Card Transaction (other than a mail order, telephone order, ecommerce or reauthorized sale to the extent permitted under this Agreement) if the person seeking to charge the purchase to his or her Card account does not present the Card to permit Merchant to compare the signature on the Card to the signature on the Sales Draft and obtain an Imprint or otherwise use the physical Card to complete the Transaction. 53. Importer!: Merchant. Resporsi??irrties_ (a) Ensure compliance with cardholder data security and storage requirements. (b) Maintain fraud and chargebacks below Association thresholds. (c) Review and understand the terms of the Merchant Agreement (d) Comply with all Association Operating Regulations. • 1NP Merchant Application Acceptance By executing this Merchant Application on berme of the ewe— bat described above (the' Wet0taree, the undersigned individual(s): (i) represent(s) and watrartt( t) that all information contained in this Merchant Application is toe. correct and complete as of the Mate of this Merchant Application, and that such individual(s) have the requisite amputate power and authority to complete and Submittttis Meramet Applicator and make ar4 provide the aciknowkdgerhads, atrhorizatiors and agreements set forth below, both on behalf of the Merchant and irtdrvidually: (ii) adknowdedge(s) that the information Contained in this Merchant Application is provided for the ' purpose of obtaining. or maintaining a merchant aoecunt with JETPAY MERCHANT SERVICES, LLC !• JETPAY MERCHANT SERVICES") and Bank on belie' of the Merchant (iii) authmae JETPAY MERCHANT SERVICES and Bank to investigate the Ceedit Of the Merchant and earth person Fisted on this Merchant Application: and (iv) agree. on behalf of the Merrriant ar din the event this Morahan Application is accepted and exacted by Sank and JETPAY MERCHANT SERVICES. to all of the terns and conditions set forth in the Merchant Agreement attached to this Merchant App1 ation and the Fee Schedule set forth above, By executing this Merchant Application. each of Bank and JETPAY MERCHANT SERVICES accept this Merchant Application, and agree to all of the terms and bordltions sr t forth in the Merchant Agreement attached to this Merchant Appfioetion and Tae Fee Schedule set forth on the Merchant Application Page or as set forth on Schedule A. Merchant Bank Principal Date By- Date: (Signature of Officer /Owner) Name and Title: Principal 2 Date (Srgna;.;re of Ol cecrOwmer,: JETPAY 'MERCHANT SERVICES, LLC: • By: Date: Name and Title: Merchant Agreement Accepta7,:e By Signing halal, the patties acknowledge they have read and agree to the tents of the Merchant Agreement If the merchant is a corporation, its proper Cor:orate Officers must sign. This keenement may be signed by one or more counterpar5 acrd all signed agreements steal) be considered a.S Otte. Merchant: Sank Principal 1. Date By: --- Date: _....... . (Signature of Offrcer/ONner) Name and Title: P.•ineipat'2 nate (Signature of Officer/Owner) JETPAY (ERCHANT SERVICES, LLC: By Date: Name and Tale: Cofporate Rev14ion � (?� .1_ i +� 1. \ 1 I ( (l L( I`►�. 1 , edulyetected, dualited and 2'25'3 g l.,lv \ \\I) of � .. alra , �L .. . a (the 'Company). do hereby certify asfolless: Corporate Secretary OIfi Title Legal k •rporate Nam - - Co. incorporates Status The foaming nesofuioeS were duly adopted by the board of 6redorefmanaging mem0er(segeeetal patters (circle one) of the Company: WHEREAS, the Company desires to enter into a Merchant Agreement (the 'Merchant Agreemcnf) ariN Bark and JETPAY MERCHANT SERVICES. L.L.C. a Tans &need fatality mmparty ( JETPAY MERCHANT SET2 /10ES") a copy of which Merchant Agreement is attached heir o as Exhibit 'UV; S iEREAS. pursuant to the terms of the Merchant Agreement. Balk ad JETPAY MERCHANT SERVICES will provide certain credit ram fmanong and processing for VISA anther MASTERCARD credit Cam Purchases made i,y the Company's customers: WHEREAS. pursuant to the terms of the Men:hare Agreement. (e) the Ceepany may be recurred to establish a Reserve AQOam (as defined in the Merchant Agreement) and (b) Bank may require the Company to d recr certain funds relating to Credit rand purchases to such Reserve Account WHEREAS. pursuant to the tents of the Merchant Agreement, Bank may require the Company to execute' instruments evidencing BankY security interest in the Caen fire Account (as defined in the Merchant Agreement) and Reserve Account: and WHEREAS, pursuant to the tents of the Merchant Agreement• the Company is required to comply 0101 strict requirements concerning the processing of credit 1010 trensa lions and the sale of the Company's products. NOW, THERBPORE, BE R RESOLVED. that the 130001annt 115100 nernt by and among the Company, Bank and JETPAY MERCHANT SERVICES, pursuant to which Bank and JErP AY MERCHANT SERVICES shah act as the Company's exclusive provider of VISA antlror MASTERCARD credit cam financing and processing services. is hereby approved and adopted in the torn attached to these resolutions. together • vide seen additions, changes or modifications as may be deemed necessary, advisable or appropriate by the oNicer(s) meeting or causing the same to be completed: and RESOLVED FURTHER, that in connection with the Merchant A( Cement. the appropriate officer(s) of the Company is/are hereof authorized re establish (a) an Operating Account ire which funds from credit card sales by the Company MS be directed. and pie necessary. a Reserve Account into which hints from creed card sales by the Company may be directed by Bank le aceoidance cunt the provisions of the Me,tlhant Agreement RESOLVED FURTHER that the Company hereby grants Bank a security interest in the funds held by the C ampany in the Operating Account and Reserve Account, and the apprapriae otfietets) of the Company is/are hereby authorized to excite all doe:merits reffiwtably regcared by Bank to perfect such seventy Mimesis; RESOLVED FUR'TI tER, that the appreciate olleer(s) of the Company i5/are hereoy authorized to ender into such additional agreements, and take such additional actions as may be reasonably required by Bank or JETPAY MERCHANT SERVICES in conneotk n wbh the Merchant Agreement: and RESOLVED FURTHER. that the Seaetary/managing membedgeneral partner (Girds one) of the Company is hereby authorized to dearer to Bank and JETPAY MERCHANT: SERVICES a Certificate (I) ice •riving the officers of the Company, (a) verifying the signatures of sole offices, and (.m) certifying a copy of these resolutions, and Bann and JETPAY MERCHANT SERVICES are hereby authorized to rely on such Cenffieate until formally : crate by a Site certificate of any charges therein. and is hereby authorized to rely on any sue. aceleione .set catee. 2 Each person Rated below (an "Moe) (a) hods he office in the Company indicated opposite he or her name on the date hereof, Cu) the signature appearing opposite his o her name is the genuine signature of each such officer. (®) each such Officer. attire irdiwir catty. is authorized to execute and defirverr the Merchant Agreement and each of the agreements and doeemers Contemplated by the Mercbam Agrerrnent (exaeaNely. tine Transaction Documents') on behalf of 101 Company. are (M earl such Officer. acting i divi0eaay, is authorized to pert n the Company's obligations under the Trans3dion Documents on beharf of the Company: 3... —�g' NAM mac, y `�, OFFICER SIG RE 3 IN WrINESS WHEREOF, : have executed this Certificate "s r cday of _ f . sl 1 20 - — Name: _ T1T . Corporals Secrete or Print Office Title •• t only one Corporate Meer wilt Complete the entire Corporate Resolution and sign as witness: if 000010 than one Corporate Officer, Corporate Sec etary is to complete top portion of Resolution, have all other Officers sign body of Resolution, and Corporate Sem n°^ is to sign as Wibtess. Personal Guarantee By signing belay. each tndttidua( or entity (a ^Guarantor) jointly and severally (d there is more than one Guarantor) and unconditionally guarantees to JETPAY MERCHANT SERVICES, LLC and Bank the prompt payment and performance of ail obOgabons of the Merchant identfed above under the Merchant Agreement as that term is defined above), including, without limitation, at promises and covenants of the Merchant, and all amounts • payable by the Merchant under the Merchant Agreement including. without limitation. interest costs and other expenses, such as attorneys fees and sou t costs. This means, among other things, atat JETPAY MERCHANT SERVICES or Bank can demand performance or payment from any Guarantor if the Merchant fails to perform any obligation or pay what the Merdha ht owes under the Agreement Each Guarantor agrees that his or her liability under ads guaranty will not be linked or canceled because: (1) the Merchant Agreement cannot be eefomed against the Merchant (2) either JE 'PAY MERCHAN- SERVICES or Sank agrees to changes or m,.,Jtd..... wis to the Merchant Agreement (3) JETPAY MERCHANT SERVICES or Bank releases any other Guarantor or the Merchant from any obligation end, r the Merchant Agreement (4) a law. regulation or order of any public authority affects the rights of either JETPAV MERCHANT SERVICES or Bank under the Merchant Agreement and/or (5) anything else happens that may affeet the rights of either JETPAY MERCHANT SERVICES or Bank against the Merchant or any other Guarantor. Each Guarantor further agrees that (a) JETPAY MERCHANT SERVICES and Bank each may delay erfocng any of its rights under this guaranty without lasing such ti j,D: (b) JETPAV MERCHANT SERVICES and Bank each can demand payment from such Guarantor without first seeking payment from the Merth: ^nt or any other Guarantor. and (c) such Guarantor will pay as Corot costs. attorneys fees and collection costs incurred by either JETPAY MERCHANT SERVICES or Bank in Connection with the enforcement of any terns r f the Merchant Agreement or this guaranty. whether or not there is a lawsuit, and such additional fees and costs as may be <erected by a court Merchant Princpal1: - r0ite Principal' --- _ Date 1Signature re nnen Qwnee _ .e,enat,:m of Oficer"Owr, Acquiring Bank Disclosure Member Sank (Acquirer) Resporsib•: ibex ❑ Merrick Sank 101 Crossways Park West, Woodbury NY 11797, 800329 -9155 1. A Visa Member is the only entity approved to extend aaeptaroe of Visa products directly to a Merchant 0 Sesquhanna DV 161 S. Bryn Mawr, Bryn Mawr PA 19010, (SOD) 73335222 2. A Visa Member must be a principal (signer) to the Merchant Agreement 3. The Visa Member is responsible for educating merchants on pertinent Vi;a Operating Regu:ations with which Merchants must comply. 4. The Visa Member is r spasible for and must provide settlement funds 0:■ the Merchant Signature of OfficedOv -. — _ - - -- 5. The Visa Member is responsible for all funks held in reserve that are der red from settlement