CONTRACT 6330 One Page Service AgreementAgreement No. 6330
Services Agreement
CONTRACTOR: Pace Payment Systems (Infosend)
DATE MAILED, s ,."1J'
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El
Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO•CGL Form No. CG 00 01 1185 or
88. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property
damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional
insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other
insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims
made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City.
Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an
authorization to begin work.
® o+m0rehensive General Liabilityincluding coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least 10�, 00,000 per occurrence.
® Auto Liabilityincluding owned, non -owned and hired vehicles with at least:
® 1 000 000 per occurrence.
❑ 100.000.300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Corn el ation Insurance: as required by Stale Statutes. (Not needed if Self-employed with no employees and
CONTRACTOR signs statement to this effect.)
® Business License, , The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions,
❑ Copy of valid icture I.l. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE RISK MANAGERIPURCHASING AGENT, THUS AUTHORIZING
COMMENCEMENT OF WORK FOR THE CITY.
Submitted b(am !'fie all blanks): C i GN . C51-
Company Name: Pace Payment Systems (Infosend)
By (Print name & title) I
Scott Scherr
Company Street Address: 40 Burton Hills Blvd., Suite 415
V1 ignature required:
WWI
City, State, Zip: Nashville, TN 37215
Date signed:
March 14, 2022
Phone:
FAX:
Vendor's Email address:
Vendor's Web site:
Mail original agreement and insurance to: City of Et a undo —City Clerk 350 Main Street, Room 5, El Segundo, CA 50245w38 3
Originator/Department Contact. Date initiated: a�
Department Head Approval: , . mate Appmoved:1
lneurarsa Approval: � . �- ""_ Gate Assararl° 4-7-
22
III A-
C y Attorney City Manager
Pace Payment Systems - Infosend One Page Service Agreement Z22 2022 jv
2123122
City
Agreement No. 6330
1.GENERALLY. The materials, supplies, or services (collectively, "Purchase")
covered by this services agreement and purchase order ("order') must be
furnished by Seller subject to all the terms and conditions contained in this order
which Seller, in accepting this order, agrees to be bound by and comply with in
all particulars. No other terms or conditions are binding upon the parties unless
subsequently agreed to in writing. Written acceptance or shipment of all or any
portion of the Purchase covered by this order constitutes unqualified acceptance
of all terms and conditions in this order. The terms of any proposal referred to in
this order are included and made a part of the order only to the extent it specified
the Purchase ordered, the price, and the delivery, and then only to the extent
that such terms are consistent with the terms and conditions of this order.
2.INSPECTION. The Purchase furnished must be exactly as specified in this
order, free from all defects in Seller's performance, design, workmanship, and
materials, and, except as otherwise provided, is subject to inspection and test by
City at all times and places. If, before final acceptance, any any Purchase is
found to be incomplete, or not as specified, City may reject it, require Seller to
correct it without charge, or require delivery of such Purchase at a reduction in
price that is equitable under the circumstances If seller is unable or refuses to
correct such items within a time deemed reasonable by City, City may terminate
the order in whole or in part. Seller bears all risks as to rejected Purchases and,
in addition to any costs for which Seller may become liable to City under other
provisions of this order, must reimburse City for all transportation costs, other
related costs incurred, or payments to Seller in accordance with the terms of this
order for unaccepted Purchases. Notwithstanding City's acceptance of any
Purchase, Seller is liable for latent defects, fraud, or such gross mistakes as
constitute fraud.
3.CHANGES. City may make changes within the general scope of this order in
drawings and specifications for specially manufactured supplies, place of
delivery, method of shipment or packing of the order by giving notice to Seller
and subsequently confirming such changes in writing. If such changes affect the
cost of or the time required for performance of this order, an equitable
adjustment in the price or delivery or both must be made. No change by Seller is
allowed without City's written approval. Any claim by Seller for an adjustment
under this section must be made in writing within thirty (30) days from the date of
receipt by Seller of notification of such change unless City waives this condition
in writing. Nothing in this section excuses Seller from proceeding with
performance of the order as changed.
4. TERMINATION. City may terminate this order at any time, either verbally or in
writing, with or without cause. Should termination occur, City will pay Seller as
full performance until such termination the unit or pro rata order price for the
performed and accepted portion of the Purchase_ City may provide written
notice of termination for Seller's default if Seller refuses or fails to comply with
this order. If Seller does not cure such failure within a reasonable time period, or
fails to perform the Purchase within the time specified (or allowed by extension),
Seller will be liable to City for any excess costs incurred by City.
5.TIME EXTENSION. City may extend the time for completion if, in City's sole
determination, Seller was delayed because of causes beyond Seller's control
and without Seller's fault or negligence. In the event delay was caused by City,
Sellers sole remedy is limited to recovering money actually and necessarily
expended by Seller because of the delay; there is no right to recover anticipated
profit.
&REMEDIES CUMULATIVE. City's rights and remedies under this order are not
exclusive and are in addition to any rights and remedies provided by law.
7.TITLE. Title to materials and supplies purchased under this order pass directly
from Seller to City upon City's written acceptance following an actual inspection
and City's opportunity to reject.
&PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing expenses
unless specified in this order. Drafts will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from
and against any claim, action, damages, costs (including, without limitation,
attorney's fees), injuries, or liability, arising out of the Purchase or the order, or
their performance. Should City be named in any suit, or should any claim be
brought against it by suit or otherwise, whether the same be groundless or not,
arising out of the Purchase or order, or their performance, Seller will defend City
(at City's request and with counsel satisfactory to City) and indemnify City for
any judgment rendered against it or any sums paid out in settlement or
otherwise. For Durooses of this section "City" includes Citv's officers, elected
officials, and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order The requirements as
to the types and limits of insurance coverage to be maintained by Seller, and any
approval of such insurance by City, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by Seller
pursuant to this order, including, without limitation, to the provisions concerning
indemnification.
10.WARRANTY. Seller agrees that the Purchase is covered by the most
favorable commercial warranties the Seller gives to any customer for the same
or substantially similar supplies or services, or such other more favorable
warranties as is specified in this order. Warranties will be effective
notwithstanding any inspection or acceptance of the Purchase by City.
11.ASSIGNMENT. City may assign this order. Except as to any payment due
under this order, Seller may not assign or subcontract the order without City's
written approval. Should City give consent, it will not relieve Seller from any
obligations under this order and any transferee or subcontractor will be
considered Seller's agent.
12.14SURANCE. Seller must provide the insurance indicated on the face sheet
of this Services Agreement.
13.PERMITS. Seller must procure all necessary permits and licenses, and abide
by all federal, state, and local laws, for performing this order.
14.NDEPENDENT CONTRACTOR, City and Seller agree that Seller will act as
an independent contractor and will have control of all work and the manner in
which is it performed. Seller will be free to contract for similar service to be
performed for other employers while under contract with City. Seller is not an
agent or employee of City and is not entitled to participate in any pension plan,
insurance, bonus or similar benefits City provides for its employees. Any
provision in this order that may appear to give City the right to direct Seller as to
the details of doing the work or to exercise a measure of control over the work
means that Seller will follow the direction of the City as to end results of the work
only.
15.WAIVER. City's review or acceptance of, or payment for, work product
prepared by Seller under this order will not be construed to operate as a waiver
of any rights City may have under this Agreement or of any cause of action
arising from Sellers performance. A waiver by City of any breach of any term,
covenant, or condition contained in this order will not be deemed to be a waiver
of any subsequent breach of the same or any other term, covenant, or condition
contained in this order, whether of the same or different character.
16.NTERPRETATION. This Agreement was drafted in, and will be construed in
accordance with the laws of the State of California, and exclusive venue for any
action involving this agreement will be in Los Angeles County.
17.13REVAILING WAGES. If required by applicable state law including, without
limitation Labor Code §§ 1720 (as amended by AB 975 (2001)), 1771, 1774,
1775, and 1776, CONTRACTOR must pay its workers prevailing wage. It is
CONTRACTOR'S responsibility to interpret and implement any prevailing wage
requirements and CONTRACTOR agrees to pay any penalty or civil damage
resulting from a violation of the prevailing wage laws. In accordance with Labor
Code § 1773.2, copies of the prevailing rate of per diem wages are available
upon request from CITY's Engineering Division or the website for State of
California Prevailing wage determination at hft :d .dir,ca. ov1DLSRPPWD• A
copy of the prevailing rate of per diem wages must be posted at the job site.
%CONSIDERATION. As consideration, CITY agrees to pay CONTRACTOR
for CONTRACTOR's services not to exceed a total of $7,000 (Seven Thousand
Dollars) for the work. CITY will pay for work as specified in the attached Exhibit
"A," which is incorporated by reference.
19.CONSISTENCY In interpreting this Agreement and resolving any ambiguities
or conflicts, the main body of this Agreement takes precedence of the attached
Exhibit, which is incorporated by reference, and this Agreement supersedes any
conflicting provisions.
Services to include:
Refer to attached Exhibit "A"
Pace Payment Systems - Infosend One Page Service Agreement 2,22.2022 jv
2/23/22
Business LEGAL Name
Tax ID N (required, 9 digits)
City of El Segundo
95-6000706
Business DBA Name (If ddferent from legal name)
Company Webslte URL
ElSegundo
hops!/%ww.elsegundo.org(govemmenVdeparanensstTinance!business-services/water43ilring
Business DBA Physical Address
Business Mailing Address
350 Main St
350 Main St
DBA L7ty, State and 21p Code
Mall Ing City, State and 21p Code
El Segundo, CA 90245
El Segundo, CA 90245
Business Phone 310-524.2319
Buslness Fax
Contact Person
Title Emall
Dino Marsocci
Treasury 9 Customer Services Manger dmarsocci@elsegundo.org
Alternate Contact Person
Title Email
Jasmine Allen
Deputy City Treasurer II Treasury@elsegundo.org
Tvm of Ownership:
ITcurnrn41n Business Years Months
Government
ITIme In Business atThls !nation Years Months
® .®
Narna ow nuns
TId•
ResidentialAddress
CU Statr; B; 21P Code rw
Phane xn
Social Stcuj;NuWWr M HAi
sealBNe�h MMIo n
Average l vmVACHAmount: $194 Average Number of Chec s/ACH Monthly.2060
Maxlnum Chedt/ACHAmo urt Pecluested: $100000 FsUtnated MonthlyChedr/ACH Volume: $ 400000
1. Describe the products) orservloe(s) beingsold: UTILITY BILLING
2. Describe how cheeVACIi services are to be used (11[cifferiant than above): NA
3. How are products delivered? NA
4. Describe mwcMnVs retum / refund policy: NA
S. Describe odverusing/ sales / marketing Procedures:
❑ Inbound eustamercalls ❑ outbound customer calls ❑ PrintAdvertlsements ❑ PointafSale(Farrto-Face) ❑ Other.
❑ IntemetAduertlsements ❑ Webstte ❑' DinxtMall U TV
CHECKS —BY —WEB (WEB)
IN Bill Pay (eidsT(ing mess( E-commerce
Is 1.00 Transaction $0-$9999991 10 % Discount Rate $ 0.00 Batch
is 1.00 Transaction ($10,00Dr) 1$$3.50 Retum $ $3.60 Reversal
UTHER RECURf31NG MISCELLANEOUS FEES
73 Eglin Pkwy NE, Suite 301, Fort Walton Beach, FL 32548
Application for Merchant Account —Check and ACH Processing flea 012:3:1.W9 Page l of B
PLEASE NOTE:The complete Merchant Agreement includes this Application and the Terms and Conditions on six (6) additional pages.
Agreement No. 6330
How is the custamels consent to electronically debit their amount raptured? Check the box and complete fields for all applicable programs selected:
Web Authorization (•ChecksbyWeb'—WEBI 0 customer provldeselectronicsignature ❑ Customer logs in using ausemame/password
Merchant's wehslte meets minimum encryption orseartry session requirements? (Mlnlnwm 12fr-bit RC4 enayptlwl ® yes ❑ No
Are wtransactions to be Initiated from a webslte other than the main company webslte supplied on page 1? ❑ yes 11 No
Ifyes, list other URIIs):
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L Tranractlonswlllbesubmlttedvla:
❑ Internet Gateway
Merchant will create code to Interface with processor AN to transmit transaction data.
(] Certified Web Service Gateway
Merchant will use a certified web gateway. (see certified web gateway list): Gatawrmyt KDSW itch
❑ FlleTransmlsslon
Merchant will create text file and transmit to processor via FTP. Not avallable far Guarantee servhxs. Applicable file formats Include comma delimited, tab delimited
orNACHAstandard file.
2 i1nk Fretsran OravtomadlcadGwrasvbm9tstrarrtactlan. M Yes (,standard) ttm(d titasat—nort waVla4tafgvr prantastswsioetl
�� �ostluce � aCE�9iN4 da �gat'�,:8 Io grettdmt
transaction submisslon methods of Internet Gateway orFlle Trasmission.
Email Address: l Phones
❑ Transaction Reporting Only i❑ Transaction Initatlon Only (If using processor Vr) ❑ Both
❑ Transaction Reporting Only r❑ Transaction Initiation Only (If using processor VT) ❑ Both
❑ Transaction Reporting Only ❑ Transaction Initiation Only (ifusingproressorVT) ❑ Both
Transaction Reporting Only U Transactlon InitWtion Only (If using processor Vr) ❑ Both
ACH' Debit/Credit Authorization: Merchant hereby authorizes Paya-EFr in accordancewith this Agreement to Initiate debit/credit entries to Merchant's
checking account, as Indicated per the attached copy of a voided check from same. The authority Is to remain In full force and effectuntil (a) One hundred
and twenty (120) days after Paya-EFThas received written notification from Merchant of Its termination In such a manner as to afford Paya-EFr reasonable
opportunity to act on (t, and (b) all obligations of Merchant to Paya-EFf that have arisen under this agreement have been paid in full.
Bank Name: Chase Babk
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rtno*K v.vo-,ru:con rw.o aN/rMYo sPrarsa,KawratDu9ltltt;w'wlMNP4*CWlruwtl, iLfmrsrtCawret+4 Rt�vtrr M«a22271627 I Account W,aasiwsm
By signing below, I the undersigned, acknowledge and agree that the POS Conversion, Paper Guarantee, Check 21+remote Clwck Deposit Checks -By -Phone,
Checks -By -Web, and ACH Deblt/Credit services ("Services J provided pursuant to this merchant application ("Application") are provided by Paya EFT, Inc.
('Pays-EFI'). I further represent to Paya-EFTthat I have read the terms and conditions ('T&Cs") attached to this Application and that I am authorized to sigh
and accept the T&Cs on behalf ofthe entity listed below ('Merchant."). I acknowledge and agree that the Merchant desires to use the Services In accordance
with the T&Cs and thatthe T&Cs together with this Application, If accepted by Paya-EFT, create a legal agreement between the Paya-EFrand the Merchant
('AgreemenC) separate and distinct from any other services offered in connection with the Paya-EFT Services.
on behalf of the Merchant I will ensure that the T&Cs are reviewed and agree that they will be binding on the Merchant upon the use ofthe Paya-EFr
account Issued to the Merchant
I certify to Paya-EFrthat the information provided In this Application is true, complete and accurate. I authorize Paya-EFrto verify the Information on this
Application and consent to the collection, use and disclosure of personal information' about me for this purpose. I consent to the sharing of credit information
about me or the Merchant with credit' reportlagagencies or credit bureaus as well as entities the Merchant purports to have a financial relabooship and to
imp nfthlyd mrivifio'nlis%es txtobtain ar"vedIVInformatlonabout the. Merchant and Its financial condition.
ME'R'CHANYT AGREED AND ACCEPTED: I have readAud agree to the Terms
Joseph L(Ilio Chief Financial Officer - �•
C FIciaPATAEPrUSE'.ONLY
7 FAntedi Name iyda Dated
Not valid unl s approved and signed by authorized officer of Paya Eff
Application for Merchant Account —Check and ACH Processing 4'�,v of ..;i'Q(315' Page 2 of B
PLEASE NOTE: The complete Merchant Agreement includes this Application and the Terms and Conditions on six (6) additional pages.
Agreement No. 6330
Merchant Rig
hts and Responsibilities
y
A. These are the terms and conditions (" F&Cs") referenced in the merchant agreement application ("Application"). These T&Cs, together with the Application, fort the agreement ("Agreement')
between Pays EFT, Inc. ("Paya-EFT") and the merchant who submitted the executed Application ("MERCHANT'). MERCHANT desires to use the services pursuant to the terms of this
Agreement and the rules of the National Automated Clearing House Association (the "Rules"), and Paya-EFT is willing to provide the services subject to the terms and conditions set forth in this
Agreement.
B. Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Rules. The term "Entries' shall have the meaning provided in the Rules and shall also mean the data,
which is transmitted by the MERCHANT to Paya-EFT to prepare such Entries For proceaiag,
AGREEMENT
l blEEHAce'"S AUTHORI'TY'. MERCHANT specifically wasmaw to Paya-EFT that MERCHANThas taken all oecessary legal action and has authority to enter into this Agreement with Pays -
EFT. It fiather warrants that the person(s) signing for and on behalfof MERCHANT is specifically authorized and directed to do so by MERCHANT. MERCHANT acknowledges that this
Agreement constitutes the legal, valid end binding obligation of MERCHANT, enforceable in accordance with its terms. The attached Schedules far the PGS Guarantee Conversion, POS
Conversion, QSP, Check 21+Remote Check Deposit, Cheeks -By -Phone, Checks -By -Web, ACH Debit, Checks -By -Phone, and Paper Guarantee services are hereby incorporated into lbestT&C's
to the extent Merchant selects such services in the Application These T&Cs ate only applicable to the Paper Guarantee services [odic extent set forth in Sections 23 43 and the Papa Guarantee Schedule
attached hereto.
2 INTENTIONALLY DELETED.
3 Paya-EFT shall provide signage to be displayed at the point of purchase (POP) or payment collection site, which informs
customers ofthe applicable (i) MERCHANT's use of Paya-EFT Electronic Check Processing ServieS or (ii) electronic debit for the amount of any state allowable NSF ormcovery fee as stated
in Section 3 ofthe Check 21+Remote Check Deposit Addendum. MERCHANT agrees to display these materials in the best visible and unhindered location so as to inform the public of, if
applicable, such electronic debit entry or that MERCHANT will honor electronic check and ACH processing services (as applicable) provided by Paya-EFT. From time to time. Paya-EFT may
disseminate (i) changes to rules governing the Services; and (ii) educational and promotional materials to MERCHANT for MERCHANT to distribute to customers. MERCHANT further agrees
to immediately (i) remove and properly dispose of Paya-E7T's stale promotional materials and to display titre most current materials upon receipt of'sueh from Paya-EFT; and (ii) comply with
such rule changes. MERCHANT will discontinue the use ofall of Paya-EFT's promotional materials and properly remove said materials upon receipt ofwritten notification of stispeosion or
termination ofthio Agreement In the event Merchants' account is reinstated by Paya-EFT after suspension, MERCHANT shall redisplay appropriate materials upon receipt ofwritten verification
of resumption of service by Pays -EFT.
4 ON USE Of PROMOTIONAL MATERIALS ANQ 89fBFJENJATJN tat MERCHANT shall make no case oFPaya-EFTS
promotional materials, masks, or software, other than as set forth in paragraph 3 above, without Paya-EFT'S prior written consent. In no way shall the MERCHANT indicate that Paya-EFT's
services are an endorsement ofthe MERCHANT, its business or its business practices. In the event ofterdnation. MERCHANT immediately shall properly discard all software related to Pays -
EFT services at MERCHANT's expcime.
i. JLMHA agJAhB2_TAM,MERCHANT shall not impose any illegal surcharge on any processed ACH, Remote Check Deposit (Check 21 Plus) processed check, or electronically processed
check transaction. MERCHANT shall collect all required taxes at time of sale. All required taxes must be included in the total transaction amount at the time such is submitted for authorization
by Pays -EFT and must be reflected in the face amount ofthe check or ACH Debit (if appliable). In any event, MERCHANT shall not collect any required taxes separately in cash, or otherwise.
MERCHANT is responsible for paying all taxes collected to die appropriate authorities in a timely manner.
6. USE OF EQUIPMENT. MERCHANT agrees to utilize only equipment and software (including payment gateways) approved by Paya-EFT for the electronic processing orcbecks and ACH
Debits and in a formal and medium of transmission acceptable to Paya-EFT.
7. NETTING OF TRANSACTIONS. MERCHANT acknowledges that all transactions between Paya-EFT and MERCHANT under this Agreement, except assessment of fees, shall be treated as a
single transaction for purposes of daily settlement between MERCHANT and Psyn-EFT_ The Settlement period varies depending on the Service. Chargebacks may be deducted from net
settlement or may be debited from MERCHANTS account ifmo pending credits are available to offset the ehargebaek.
B. PAYMENT. MERCHANT acknowledges that rids Ag anent provides for the provisional settlement of MERCHANT'S transactions, subject to vermin terms and conditions, tees, credit
transactions, contingent claims for ehargebacks, adjustments and final settlement including butnot limited to those enumerated herein All payments to MERCHANT forlegitimate and
authorized transactions shall be made by Paya-EFT through the ACH and shall normally be electronically transmitted directly to MERCHANT'S designated account. However. Paya-EFT cemkat
guarantee the timeliness with which any payment may be credited by MERCHANT'S bank. MERCHANT understands that due to the mature ofthe ACH and the electronic networks involved
and the fact that not all banks belong to an ACH, payment to MERCHANT can be delayed. In such cases, MERCHANT agrees to work with Paya-EFT to help resolve any problems in crediting
MERCHANTS designated account. In the event that a payment is rejected by MERCHANT'S bark or fails to arrive within seven (7) banking days from the date oFseulernent due to problems
beyond Paya-EFT'S control, Paya-EFT may periodically wire transfer all funds due MERCHANT until the problem is corrected, at MERCHANTS EXPENSE. All payments to MERCHANT
shall be made after first deducting therefiam any discount fee, transaction fee, credit, chargcback, reserve or other fee or charge for which MERCHANT is responsible pursuant to this
Agreement. Said changes and fees shall be deducted from incoming transactions or may be debited against MERCHANT'S designated Account at Paya-EFT's sole discretion, without any further
notice or demand.
9. MERCHANT hereby authorizes Paya-EFT to initiate debit and credit entries to MERCHANTS designated account.
MERCHANT's authorization shall continue in effect for at least 120 days after termination of this Agreement, or for a longer period as determined necessary by Paya-EFT in die exercise of its
sale discretion an order to properly terminate business" Unless a, resarve or delay is placed on the MERCHANT'S account„ Pays-FFT will gcaeraily t mmust sit setdemctil to MERCHANT's hank
within 7 business days. 'In vases where MERCHANT has been approved by Parya-F,FT in advance to iaddaac tre:dit maim the debit to MERC,HAINT's account will bo oidaied First and die credit
to the customer may be held matil MERCHANTS debit clears, generally within 6 banking days at for a longer period as degamirwcd ucccusuy, by Paya-EFT to iimum the dshive clverad
MERCHANTS aeoowrt. With respect to die Services, (i) "trains sball consist of'a 7banking day net scalemeatuAtsss approved in advance by Payo-EFF in writing sawemarnshall cmasim of
is banking day net sankir crd mailers approved its advance by Paya•EFT in, writing; and (4) No MERCHANT or customer is outborizad to i'nitiatc a customer vm4l Entry, except where the Entry
is the result ofa reversat ofa previous WEB debit Entry" Reams m civvd afiera tramsacsica has bece serderl may be offSer and deducted fiom drama[ rioutanding foils due to MERCHANT', or
retums maybe charged back to MERCHANTS account at Payn-EF rs discretion, MERCHANT specifically authorizes Paya-EFT to debit MERCHANTS account via Automated Clearing House
(ACH) transfer for any previously funded transaction that is returned, and MERCHANT warrants to Paya-EFT tint MERCHANT will maintain a sufficient balance to amverremrr entries and to
promptly notify Pays -EFT afany changes to MERCHANTS accounts. In addition, Paye-EFT may require additional monetary sums for the reserve account from MERCHANT, and Paya-EFf
reserves the right to hold additional monies as necessary to reduce any risk associated with the daily processing of checks, as requested by MERCHANT. In the event ofprocessing termination,
Paya- EFT" hold outstanding funds due to MERCHANT for up to one-hunMed-twenty (120) days from the transaction date iFPsya-FFT detemdnes that the return history reasonably justifies
the holding offands. Paya-EFT may hold back certain amounts where Paya-EFT is investigating a transaction for breach ofwarranty or timmacttonal requirements by MERCHANT or for other
reasons. Paya-EFT shall monitor MERCHANT's transactional activity and MERCHANT agrees that Paya-EFT may delay funds for a reasonable period to investigate account activity. Paya-EFT
will attempt to notify MERCHANT of any investigation, but Payo-EFT shall have no liability to MERCHANT or any other parry, for any such actions taken by Paya-EFT. MERCHANT agrees
that Paya-EFT may hold, setafFor retain funds to protect against amounts owed Paya-EFT or based on MERCHANT's transaction history and/or MERCHANTS' financial condition. Paya-EFT
will not be Gable for any dishonor of any item as a result of actions taken hereunder. Any account is subject to review. verification" audit and acceptance by Payn-EFT. Pays -EFT may return any
item to MERCHANT for correction or proper processing.
10. RETURNS AND CREDITS. MERCHANT shall maintain a foirpoliry permitting refunds, exchanges, returns and adjustments. During the term of this Agreement, MERCHANT shell be
responsible for making all cash, check, or ACH Debit refunds to customer after a transaction has been batched out for settlement, Unless MERCHANT has been approved by Paya-EFf in
advance to initiate credit entries for a lesser amount than the original check, electronic check, or ACH Debit entry. MERCHANT must initiate a credit receipt for the same amount as the original
check or debit entry to effect voids, which occur the same day as the day ofaudrarization and prior to batching out. As applicable, MERCHANT must use the POP equipment, approved Pays -
EFT software, or ACH Debit Software to transmit the crediL MERCHANT shall obtain proper written authorization from the Customer whose name is used in the transaction or printed an the
face of the check or the customer's authorized representative prior to crediting Customer's account. Except for Checks -By -Web, the customer or its authorized representative shall sign the
completed credit receipt and a copy of the credit receipt shall be delivered to the comturner at the time of each cancellation of a transaction Each void, debit, and credit entry shall constitute a
separate transaction for which a processing fee will apply. If it becomes necessary for a reversal of a transaction to be initiated. MERCHANT shall request in writing to Pays -EFT to initiate such
reversal. MERCHANT shall give Pays -EFT enough information to create such reversal. A fee of no more than twenty-five dollars for each transaction reversal may be charged by Paya-EFT.
t 1 WARRANTIES BY MgKCH ANT, MERCHANT warrants and agrees to fully comply with all rederel, state, and local laws, rules and regulations, as amended from time to time, including those
with respect to eonsuma protection. MERCHANT also warrants not to change the nature ofiis business as indialed an the Application attached hereto and submitted herewith or to modify the
ownership of the business without the prior written consent of Paya-EFT. Wide each onansaction presented to Paye-EFT by MERCHANT for authorization MERCHANT specifically warrants
and represents that: (a) each customer has authorized the debiting or crediting orits checking account, that each debit or credit is for an amount agreed to by the customer, (b) each debit or credit
Application for Merchant Account —Check and ACH Processing REV 06'S2018 Page 3 of g
PLEASE NOTE: The complete Merchant Agreement includes these Terms and Conditions and the Appllatlon on two (2) additlonaI pages.
Agreement No. 6330
May was sutaariatd by ire (Verson named an the checking accoatnr at this aushoritedrepresentasive or Agent ofsutb persomt; (c) the sales receipt or other proof ofpurcha l; Is valid to form and
has bermstamplated in Accordance with all applicable Laws wad rill oftho provisions ice forth in this Agroctr t, (it) the total amount Preach Wes receipt oroditr proof of purchase evddciccs all
goods And services Purchased in a single transaction (No sp wing cheek transactions 10multiple tbecks as applicable); (aa) MERCHANT has delivered the goods, or completed the strVicts
Identified in do authorizedoiler ri ipr, (II) each sales draft and chock mprescnts a bona Ads direct salts transaction batwcon die MERCHANT asid the person processing the check or ACH Debit
in tie MER.CHars ordinary cousk ofbusiness and that the amounts of the sales draft or check evridences the customer's total indebtedness for the transaction involved; (g) the person
prestxrting the clrtck or ACH Debit has so claim„ dkisamic, right arofrsct or dispute against MERCHANT in connection with the purchase of die goods or services and MERCHANT will provide
adequate services to die ,Isason peraseating the check or ACH Debit nerd will honor all warranties applicable thereto; and (b) all of MERCHANT'S business locations engage in the business
12 actrvrry Eved on the fart of this Agreement,
PAPA-EFT and third-porlp hank partners will monitor MERCHANT foradbtranct to established atawimum octcpablc retain cart thresholds as
established by tie Rules which arc as follows. Overall maim rate level of I $@Ar"loss, Adrninisssat vie alum, (R02, R03„ R04) rate levot st iorless.. sail so Unauthorized weer[ (ROS, R07,
R10, R29, or RSI)rate level of 0.5%car less, MERCHANT chat bear all trick or lose, without warranty or recourse to Paya•EFT for die mount ofany tmnswdon, applicable fecs, or other
smumsus due Paya-EFT (utdoding Paya.EfT"s actts at costs and txpaostsp dos to or caused by cbargabacks and returns ofany kind„ whether for customer chragobatks, inut,Meteor finds rearms,
arbinnivanad ve or corporate returns, or any other sype ofrttums, except as act fords in this Agreement and the Psya•EPT FOS GUARANTEE CON"V'ERSION, ACH DES IT GUARANTEE„
Chedss-DyPhome Guarantee, and Remote Deposit Cassano (Chock 21 Plus) with Guarantee Schedules below (provided shot MERCHANT has purchased and. Pays -EFT agreed to provide.
Guarantee services) Paya-EFT shall have the right to debts MERCHANT'S incoming ftorisAcnoas, designated =count or any other funds ofMERCEIANT in Paya-Ens duvet or indirect
tpmtsl Isyr�n of Paya-EFT"s aacw%t) Imtmtstgraotcd is PayaµEFf by MERCHANT bemuoderµ and to chargeback such transactions to MERCHANT including, but not lisrdted to any trysts
frdlorcin i ailuwtlons° (n) where goodshovt brainresumed or stnrice canceled by the person subruitting the applicable thosk at ACH Dab'it for electronic ptooessing or Renault Doposrt Capture
(Check 21 Plus) processing end drat person has requested a credit draft and such credit draft was, oat processed by MERCHANT; (b) whtrt the sales diatpurchaser breathes any
rtprtstnurtroo, warranty orcovairial or faded to most the roquircmcots ofthis Agreement; or applicable low. or has not been authorized in advance by the authorization eater as required
fhtxeimder (c) where fire trimixotiom is for a rypcafgoods orsarvices sold stabrr then as duselosod'in the MERCHANT opplicetion or approved m advance by Payo•EFTox the amseurn shown on
the safes metipi or proofofpurchaso differs from the copy gives to the customer, (4) whore a customer tonrcnds of dupers in writing to purya»EFT, or the cumoma's famm�okai eiss rodon named
an the check or ACH Debit rhos: (1) Goods arservicts were art received; or (2) Goods or services reccivad do not con writ to the description an the Was receipt or proof ofpaachivi or (3)
Goods or sarr hies was defecdveor the customer has a claim, dispose or defense to payment related) to the tmneacsion; or (4) Thedispure retleas a claimer defense audtorized by a Relevant
statute at mipil'atioa, (o) whtsx a check authorization document or recording„ proof ofptrrchi or credit stacipt was nor received by Paya-EFT as required bercut or is subjectto indanmifitertion
charged back by the custisiss s fnvociat institution.,Il) whom the smnaamcmm was Sava aarrf duough the ass of an account that was not valid (As in, but tsar limited to. R03,R04 return oodtshar
effective (As in, but not limited to, R02 rtmm eade)an the transaction data or vi ich was' made our oat altered„ fraudulent, or car marfeit check autlioriaadondocument, recording, or ACH debit or
of which 'MERCHANT bad notice not to honor and failed so rcjtcl die transaction or if MERC14ANTdisregarded any denial of authorization; (g) where the chock Results in a R29 return
('Ucaurbarascd ACH entry to Corporate Account) and any collection tff`orta art mot successful[ (b) where no signature orcloctrriruc 000cptansa oftre transaction appears on the sales check
authorization document (as, applicable) or proofof,purchase (at the pmsfofpurchast does not 000tain the infinmudion bum the ACH Debit), whom cussomor did not attitudes via recardad oral
authorization, or KMERCHANT Failed to obtain specific Authorization in Advance from Payai,EFT so template the trunsnalon and/or a valid susba ization namtbarwas not no the salts rtteipr
or proof ofpurchost and/or taccustuati has ctni tied in writing so Payo-E'FTer his financial imsurution tiros no authorized userisado or naltronaad she ttansoceiom; (i) where $eturrty procedures
were not fulloci (j) whom doe customers financial insrimtionar PAyA-EFThas mfores0 ion that MERCHANT fraud occurred at the time ofthc transsctian(s), or du sramatsion is not a sae by
MERCHANT whether or oaf such ousattlan(z) was authorized by the customer; (k) in any other situation w)uere the chtok aaithanaabon orproof of purchase was exacuted or a credit was gives
to MERCHANT in circumstances constituting a breach ofany representation or warranty oflvIERCHANT orin violation ofopplitrsbla law or whom MERCHANT' has not paired documents, or
resolved a ousitomer dispow whether or not a transaction is charged book, (1) an Entry was chArgod back and represented whether or net the customer knows or consents to tits, ttprtseotmtot If,
with respeos to any ono of MERCHANT'S outlets, the arooune tsfat numbcrof cony ownroasW or fraud incidents beromes eacassivo„ in the sole determination cf Poyw-EFT: (m) MERCHANT
does sou provide PayaMEFT with a copy of she signed andmira4an receipt or recorded soot ausbodsotion within fwrfy-cigtt (48) booms from site time of Payo-EFT's request. MERCHANT maybe
charged back for ads vamatriom. shin Agttariuerst many bx rtsmliraetd f mmtdawttly wutlaar'ws not ce, artd MERCHANT"s foods, including Out not limited to those in incomingtmnmctmns and in
MERCHANT'S designated account, shall be held', pursuant to she provisions herein. Paya EFT shalt retain Any discount or fce related to a thoMcbeck transaction. MERCHANT agmos slim Payo-
EFT will assets up to rweaty-five dolsarz for each thargaback, or such increased or additional, charges as may Iso ussabl!ished by Poym-k,FT' from time to time. Additionally, Paya-EFT aluall have
oho swtme sights to debit MERCHANT's account for transactions returned or not hemored for may reason, including but not limited to iasufgcieat foods, administrative or corporate
returns, or Any otherkind afrosiamcd transatrdon. If MERCHANT his requested the Paysi-EET GUARANTEE service, and Paya-EET has accepted the appGradoo for Guarantee
seawtac„ somata transactions artguaraateed, as. SAW in this Agrnemnenr, including me, P'ayw-EET POS GUARANTEE CONVERSION Remote Check Deposit (Check 21 Plus) with
Gmaransae, Chocks-Ey-Ptrooa GuA ranttt, o r ACH DEBIT' GUARANTEE Schedules below.
l3.nomyo-EFT
W Nofwithttsmdingony offer languages is eft tattrasytontaiotd iothris Agraw-attar, Paya-EkT rescrvaa tt agbs os tscatlish, wutlusut
M1 RCHA NT, and MERCHANT egrets m food w non iistemst htwring Cltargefrack and Return Restrvt Accaum. or demand aduer socun"ty andfor to raiac any d"rsec it ftcnder, upon Paya EFT's masanak la dtterntination ofatrt ootrixrente ofany of'rht yusdowungs (a) MERCHANT engages io arty processing of'chargea which crearein overcharge tar Use
ty duplitatfan ofetiawges, (b)Paltaro by 1 fERCHANT to fulsy dirdase the true nature or percoatagt of its (i) actual or inkinded telephone Millar snai"t order busincsa„ and III)
axpecred lu-rain daa to insaffldent (made oransoetlAns, fraud tlrcfk or dtteir ao twt pars ofIts ts)atnmtssor dut to admiss"stsassvc chorgeback0rairst orchargchaaksor rojecbons by
s„ lt)'Fasfirre try IIfERCItANT to fully dfadasa Ura trio oatsrt of its busiatas to Paya-EFT to permit a fully informed decision os to the suitability of MERCHANT foe
g through payw EP f, (d) Failure by MgCtf ANT ro fully d"esoMast rite true ow orrshdp of MERCHANI"S business entity or evidence of fraud; (e) Processing by MERCHANT of
ized tliargts or cony other artier whsth viaforaa applicable risk monagtmant sour cards of Payo-EFT m is likely to taunt loss« (;1) Any misrepresentation made by MERCHANT is
aomplttfon of also rKERCHaI PIT Application or bzoadh Otani other aonenan , warranty, or representation contained in this Agreement at applicable lea' including ^ a change oftypc of
business without prim vrrinta approval by Pays -EFT, (g) MERCHANT hascbasIcbacks or returns of any kdsd which exceed I%of dhc spot number or ansocsions tornpletetl m dollars
processed for CbeckvOy-Wele Services by MERCHANT Is way thirty (30) calendar daypertod. (b) Excossivc auni ainquicfrom ctrspanwars+or issadng bat" for removal of ocu ruai
('i) MERCHANT'S financial stability is in quee ica or MERCHANT coast%doing business; arQ) Upon notice afar imearAsion ordus Agreement, After paymcm asadequmt provision for
payment Is made by Paya-EFT, for all obligations on the part of MERCHANT so Paya-EFT under this, Agrectricul„ MERCHANT may request Paya-EFT to disbutic to MERCHANTS" any funds
remaining in tilde Chargeback And Return Reserve Account unless otherwise agreed to by Paya EFT. Such hints will not be d-isbutused to MERCHANT until theend areas hundred two" (120)
days after germination of this Agmcnront, or ninety (90)days from the chic of this last tlinugobocl or ratom activity, whichever it later, unless Paya-EFT' in its role discreriaa has reason to bddeve
that customer cbargekack rights maybe longer than such padsd of time or that loss is otherwise likely, in which everts Payw•EPT will notify MERCHANT ofsech fact and Pays -EFT will set the
date when ids droll be released. No monies held in the Charlseback and Return Rtear'vt Aceouni shall bear interest, Provisions applicable so the designated Account are also applicable to this
account.
14. COLLECTIONS. MERCHANT acknowledges and agrees that when collection services are required, PAyn-EPT may utilize an appropriately licensed third patty to perform such collection services.
MERCHANT further authorizes Paya-EET to continue collection efforts far MERCHANT. If callcetiens ore unsuccessful after sixty (60) days, Payo-EFT shall discontinue collections and be
absolved of all responsibility.
is, INfE�( LY' DELETEEN
16, bjEBCHAn PAYMENT9P.WMorchai shall pay SP34FFT the fleet and charges for the Sorviccs rmAcmd hereunder in accordance wilds die Fees and Cltorgcs as set forth in Vie
Appldtation. MERCHANT must promptly nosify Pays -EFT in writing of any dispute regarding fees under this Agmtun tint MERCHANT's written notice must include' f it MERCHANT names
and account number, sad (f)) do dollar amount and description ofahe disputed fees. Such written nodes noust be received by Payn•EFT no later din ninety (90)days alter the disputed (Lies have
beat paid by MERCHANT or charged to MERCHANT'S account by Payi MERCHANT'S failure to so nodly Pry -EFT wall v itwa and bar the dispute.. Iyappl"ucable, fisr the purpusc of
billing a Mobile Image shall consist of the Sant -and -track of a cheek; any other image capsurts)tal) to billed as aseparate image regardless of whetaeror not multiple imago%a t eta single
document.
IT At afthe date ormis Agreement and by subscribing to Paya-EFT services, MERCHANT shall be detmrd to have assigned to Paya-EFT,
without rtcourao, ell off GERCHANT"t rgkh rifle and mtemst in any and all ACH Debits mum rots and checks, including any rights to treble or punitive dem rges permitted under applicable
law. h,fERCHpANT shall execute and deliver mdamcmemfs, insrmrsi and papers and shall do whatever is necessary underthe laws of any applicrobl't jurisdictions to secure and defend Poya-
EFT's rights and shall do nodung to prejudice those rights. MERCHANT shall c00palsi with Paya-EFT in pursuing Paya+El"T"a rights, including suing or prosecution of the customer under all
o,pplhcalli firms,
Is. MERCHANT agrees to comply with all applicable state or federal laws, rules and mgulations affecting the use of checks, drafts and
ACH transaat ons, including bar not limited to rules and procedural guidttines established by the Federal Trade Comrndssion ("ETC") and Regulation E. (Reg. E). MERCHANT is solely
responsible for any and all losses incurred by MERCHANT or Poya•EF"T in the went MERCHANT initiates any uwnsackon prohibited by Regulation E Rules or ottar mucks or laws ofthe hailed
Suits of America ("USA") or in broach of this Agaemmtnt MERCHANT shall provide such iafemuo6on and ectsiiicoi as Payo-EFT miry Reasonably require from time to time to detensint
MERCHANT'S compli",sru a with the terms and condsions of this Agreement and applicable law. MERCHANT' further, agrees to produce and make available for inspectr"oa by Paya-EFTof its
officers. Agents, attorocy's, accountants, or representatives, such books and records of MERCHANT as Payw-EFT may deem reasonably necessary to be adequately informed *(die business and
fimmatial cosdilion of MERCHANT, or the ability, of MERCHANT to observe or perform fin obligations to Paya-EFTpuratamt to dik Agitations, MERCHANT AuthorAgscas to provide to
Pays -EFT from the c to time such Irifunimorin including, but not hmirod so,. audit repairs„ porsomral anNor bushicss financiall statements, income tax returns, Or times such information as PAyA'-
E;FT may request. MERCHANT grants to Paya-EFT continuing autaoriiy w conduct credii checks And background investigations and snqumrics concerning MERCHANT and hERCHANT"S
owncrO secluding., but not Inviasd to, drassater and business rwftrcrrots arut the financial condition of MERCHANT And. MERCHANT'S ownes(s). MERCHANT expressly sutusriacs PAyA-EFT
Application for Merchant Account —Check and ACH Processing REV 06252015 Page 4 of A
PLEASE NOTE:The complete Merchant Agreement Includes these Terms and Conditions and the Application on two (2) additional pages.
Agreement No. 6330
or its agents, attorneys, accountants, and representatives to provide and receive such information from any and all third parties directly, without funherconsenl or authorization on the part of
MERCHANT. Paya-EFT may share with others its credit, sales and other infannalon. MERCHANT will not transfer, sell, or merge or liquidate its business or assets or otherwise transfer
control ofirs business, change its ownership in any amount or respect, engage in any joint venture partnership or similar business anangemeok change its basic nature ormethod of business,
types ofproducts sold or engage in sales by phone or mail order without providing notice to Paya-EFT and provide Pay@-EFIrwith the opportunity to terminate this Agreement,
19. ZABULAMkt. MERCHANTS rights and obligations with respect to any Entry arc governed by the NACHA Rules ('the Rules"), ibis
Agreement and applicable law. The Merchant agrees to comply with and be bound by "the Rules". MERCHANT agrees to comply with applicable state and federal law or regulation and
Merchant warrants that it will not transmit any Entry that violates the laws of the United States, including, without limitation, regulations of the Office of Foreign Asset Control (OFAC).
20. DATA RETE'(a ,. MERCHANT shall retain all records rotated to authotizotion inclualang all sales and credit receipts and authorizations for a period of no less than two years following the
dateofthic transaction, or two years fir am authorization revocation ifspplicatale. According to Paya-EFT'S current Paya-EFT policies. MERCHANT shall, as applicable. tramp or marls "ACH
processed" and hand die check bark to the check writer and retain fora period oft years all ACH Debits received from customers. If cheek is handed back to ebeckwriter, ACH
authorization form is handed back to consumer, or recorded oral authorization is lost then MERCHANT acknowledges that Paya-EFT will not be able to provide any check Collection
services beyond the third eleetramie presentment of the check. Failure to provide The signed authorization receipt, form, or recorded oral authoriratian to Pays -EFT will result in
cessation areotlectioo efforts, and PayrEFT will he entitled to immediately debitMERCHANT'S account for any previously processed and returned transactions,
21. 6Q0f q)0)nnC1iANT R ENTATIDNS. MERCHANT agrees to permit Paya-EFT to audit MERCHANT upon reasonable notice. MERCHANT agrees that any outstanding
amounts) awed to Paya-EFT shag be subject to a 1.5 % finance charge monody. Any outstanding sums will be sent to an outside collection agency and charged the maximum amount of civil,
legal, and collection focs/chargcs as is allowed by law. MERCHANT will not disclose and will keep confidended the Inns and conditions of ills Agreement.
22. D l A Paya-FAT will accept, as applicable, entries via check reader hardware. MERCHANT's payment gateway, double sided check images from a
Paya-EFT approved check imager/sof3ivare vehicle. ACH Debit software, and Checks-BpPhone Gateway on a 24-hour per day basis. Pays -EFT is only responsible faprocesting entries that
have arrived at its premises in a proper format and on a Timely basis. Paya-EFT will use informatiou provided by MERCHANT to originate its entries in the applicable Remote Check Deposit
(Check 21 Plus) network or ACH. MERCHANT understands and agrees that Paya-EFT may reject MERCHANT's entries for any reason permitted in this Agreement and/or if acceptance of such
entry would cause Paya-EFT to putcotially violate say Rdeml, state or local law, ride statute, or regulation, including without limitation any Federal Reserve or other regulatory risk control
program, At MERCHANT's written request. Paya-EFT will make reasonable efforts to reverse or delete an entry, but will under no circumstance be liable for die failure to comply with such
request,
23. )Mal VER QE 26MAW, Paya�EFT shall be responsible for performance of the ACH and Remote Check Deposit (Check 21 Plus)
services as a third"paaty provider in accordance with the trans ofthis Agreement, Pays -EFT shall not be responsible for any other pcison's or entity's errors, acts, omissions, failures to am
negligence or intentional conduct, including without limitation entities such as Paya-EFT's communication carrier or clearing houses, and no such entity shall be deemed to be a representative or
an agent of Paya-EFT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL
DAMAGES WHICH EITHER MAY INCUR AS A RESULT OF ENTERING INTO THIS AGREEMENT.
24. EQKE M&gV)) , Paya-EFT shall not be responsible for delays, nonperformance, damages, lost profits orether losses caused directly or indirectly by any Act of Gad, including, without
limitation. rues, earthquakes, tornadoes, hurricanes, wars, labor disputes, communication failures, legal constraints, power outages, date transmission loss or failure, incorrect data transmission or
any other event outside the direct control of Pays -EFT.
25. CQNFIDE U3Al.1TV. Each party acknowledges that all other materials and information disclosed to the other party ("Recipient") in connection with the performance of this Agreement,
including any trade secret. process, technique, algorithm, computer progrmn (source and object codel design, drawing, formula, business plan or test data relating to any research project, work in
process, fuuae development, eogineering, marketing, servicing, financing, strategic partnership or personnel matter consist ofeonfidential and proprietary data. Each Recipient will hold those
materials and That information in strict confidence, and will restrict its use of those materials and dust information to the purposes anticipated in this Agreement. If the law or legal process
requires Recipient to disclose confidential and proprietary data, Recipient will notify the disclosing patty of the request. Thereafter the disclosing party may seek a protective order or waive the
confidentiality requirements ofthis Agreement, provided dial Recipient may only disclose the minimum amount of information necessary to comply with the requirement. Recipient will not be
obligated to hold confidential any information from the disclosing party which (a) is or becomes publicly known through no Cox or omission of the Recipient, (b) is received from any person or
entity who, to the best of Reipiem's knowledge, or Recipient's reason to know, has no duty of confidentiality to the disclosing party, (c) was already known to Recipient prior to the disclosure,
and That knowledge was evidenced in writing prior to the date of the other party's disclosure, or (d) is developed by the Recipient without using any of the disclosing parry's information.
MERCHANT further warrants and agrees that it shall not sail, purchase, provide, or exchange checking account information in the form ofsales drafts, mailing lists, tapes, or any othernudia
obtained by reason of a transaction or otherwise, to any third party other than to Paya-EFT. MERCHANT'S agents approved by Paya-EFT for the purpose ofassisting MERCHANT in its
business to Paya-EFT, the 5nancial institution named on the check, or pursuant to lawful government demand without the account holder's explicitwriuen consent. All media containing
checking account numbers must be stored in an area limited to selected persounel until discarding and must be destroyed prior to or in connection with discarding in a manna drat will render die
data unreadable. MERCHANT will not disclose and will keep confidential the terms and conditions of this Agreement.
26. MEMNIFICATTO'NI MERCHANT agrees to iodemnify Paya-EFT for any cast, expense, and damage, lost profit andlorattorneys' fees in connection with (i) any breach of its obligations or
representations in this Agreement; (i i) a dispute between MERCHANT and a consumer regarding the action or inaction of MERCHANT; (iii) any dispute between MERCHANT and a
MERCHANT Customer with respect to the alleged or actual failure by MERCHANT to process a tansac)on as requested by such customer or to MERCHANT's failure to provide data security,
and (iv) MERCHANT's failure to comply with any of the provisions of this Agreement and applicable laws, Rules and/or regulations. Subject to the provisions hereof Paya-EFT shall assume
the defense of, indemnify and hold harmless Merchant aad its officers, agents, employees, and volunteers (collectively "Indemnitees") from and against any claim, loss, damage, injury
(including, without limitation, injury to or death ofun employee of Paya-EFT or its sub -consultants) and liability of every kind, nature and description (including without limitation, incidental
damages, court costs, attomry's fees, and costs of investigation) that directly arise from: (1) the services performed by Paya-EFT under this Agreement, or (2) any act or ou fission of Paya-
EFT (collectively "Liabilities'), except ifsuch Liabilities are caused in part by the negligence ofeny indenrnitee. Pays-EFTassumres no liability for the sole negligence or willful misconduct of
Indemnities. Paya-EFT's indemnification obligations for claims involving "Professional Liability" (claims involving acts, error, or omissions in the rendering ofprofessional services) and
"Economic Loss Only" (claims involving economic loss which are not connected with bodily injury or physical damage to property) shall be limited to the proportionate extent ofMerubant's
negligence or other breach ofduty. and limited by the fees that Paya-EFT has received for the prior six (6) months from Merchant.
27 SECILM g= (a) This Agreement is a security agreement under the Uniform Commercial Code MERCHANT grants to Paya-EFT a security interest in end Gen upon: (i) the account
designated by MERCHANT for settlement and all funds at any time in such account, whatever the source of such funds, (ii) the Charge -back and Return Reserve Account (as defined above) and
all funds at any time in the Chargeback and Return Reserve Account. whatever the source of such funds, (ice`) all MERCHANTS rights relating to this Agreement including, without limitation, all
rights to receive any payments or credits under this Agreement; and (iv) all MERCHANT deposit accounts now owned or herraft r acquired and the proceeds ofall ofthe foregoing (collectively,
the "Secured Assets"). Upon request of Paya-EFT, MERCHANT will execute one or more financing statements or other documents to evidence this security interest. MERCHANT authorizes
Pays- EFT and appoints Paya-EFT its attorney in fact to sign its name to any financing statement used for the perfection of any security interest or Gen granted in this Agreement. These security
interests and liens will secure erg of MERCHANT's obligations under this Agreement and any other agreements between MERCHANT and Paya-EFT including. but not limited to.
MERCHANT's obligation to pay any amounts due to Paya-EFT. With respect to such security interests and liens. Paya-EFT will have all rights afforded under die Uniform Commercial Code,
any other applicable law and in equity. Paya-EFT may exercise its rights under this Agreement to collect any amounts due to Paya-EFT including, without limitation, rights ofsel-off and
recaupment.
29 fg$ REYDRMN0. sty+ ND WITNHOi;DtNGS. Section 605OW of the Internal Revenue Code ("Code") requires payment providers and third party payment networks, such as Paya-EFT, to report
payment settlement amounts to the Internal Revenue Service ("IRS") for each merchant processing through Payo-EFT. Merchant shall verify its identity by providing Paya-EFT with a Tax
Identification Number ('TIN") such as a Social Security Number (SSN) or Employer Identification Number (EIN) for each Merchant Account. In the event Merchant fails to provide its TIN,
Paya-F-FI' will piece a restriction an Merchant's Account and may restrict the receipt of hands into Merchant's Account, or withhold a percentage of paymments deposited into Merchant's Account
in older to satisfy the backup withholding requirements of the IRS. Paya-EFT may charge up to S25.00 annually for associated administrative costs.
29. S QhLW VER Neither the failure nor any delay on the part of Psya-EFT to exercise any right, remedy, power or privilege hereunder shall operate as a waiverthereof or give rise to an estoppel
oar be construed as an agreement to modify the terms ofthis Agreement, nor shall any single or partial exercise of any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver by a parry hereunder shall be effective unless it is in writing and signed by The
Party making ^such waiver, and then such waiver draft apply only to the extent specifically staled in such writing,
30. �NW+M MERCHANT may not assign or transfer any rights order this Agreement unless and turd it receives the prior written approval of Paya-EFT, Paya-EFT may freely assign this
Agreement, its rights, benefits and duties hereunder.
31. IZAMINA110N This Agreement shaft continue indefinitely unless and uatll terminated by cilhar party. MERCHANT may terminate this Agrcaneat upon sixsy (60) days wriaon notice to
Paya®EFT o+oftaminstion and no mon bly minimum and no subsoripiom fees will continue in affect for this dine. Pays -EFT shall have the right to suspend or in traivate, this Ag"Mcr t
immediately and with notice to MERCHANT.
32 QU NTERPA;RTS.. This Agreement may he executed in one ormore counterparts, each ofwhieh shall be deemed to be an original, such counterparts to constitute but one and the same
instrument.
33. 1:09 VLE OPF� . Atumbed to thisAgreement and in¢orpotedh�erem by reference is a schoduleof Fccs, which coma asltte. races opiplitible, 04courit FaTransaction Fives„ Return Fee per
renamed ilem, Minimum Monthly Discount Faun, Subscription Fee. Basafs Out Fee, Monthly Check 21 Access Fsc,'r'emomaoion Fire and other terms and crindit'ion in ahfaet onthc a mumencernem
date orthis Agreement. Paya-EFT reserves she right at all times to unilaterally obantgc all or pan thereof. or any odhcr irsnhs of difs Agreement upam written nonce to MERCHANT.
34. IVOTIONMIX I7gLETEO.
Application for Merchant Account —Check and ACH Processing REV 06252DIS Page 5 of g
PLEASE NOTE: The complete Merchant Agreement Includes these Terns and Conditions and the Application on two (2) additional pages.
Agreement No. 6330
35. ENTIRF Ai RFPTM tFNT. "This Agreement, including the Attached Schedules, together with the Actoonr Agrecreent, is the complete and exclusive stattmtta of the agaetnhcat between Piuyya-EFT
and do i MERCHANT with respect to the subject matter hereofaod supersedca any prior agrecmcut(s) hctwten Polio -EFT and the MERCHANT with respect to the subject writer. In the event of
arwy ¢Iscorasltneney bttwosn the terms of this Agreement and the Aceeuni Agreement, due terms ofthis Agreement shall Severe In the event the,poafotmance ofilm sci viers provided hernia in
accordance with the tam dds Agreement would result in aviolation oftmy petsent or future atolore, mgutotion or government policy to which Foya-WSi `, the Or'gir aGeug Depositary Financial
Institution (ODFI) or MERCHANT is subject, and which governs or affects transactions contemplated by shin Agreement, then this Agteaanent shall be deemedamended to ire extent noceasaty
to comply with such statute, regulation or policy and Paya-EFT, the ODFI and MERCHANT'shall hrewr cc leabblbty as a result of suchdwrtga cccept as provided in the Wowing paragraph,
36. AMENDMENTS. As stated in paragraph 35, Pays -EFT, the ODFI or MERCHANT may amend operations orprocessing pmecdwscs in order to 000rorm to turd comply with say changes in the
Rides or applicdsl't Fed" or Start Ragtdations, The changes would he, without limitation„ those rehiring to any cut offtimt and the close of ony business day. Such ame"dissents to operations
or pnacadures shtll'become effective upon receipt orwrittern cause to the other party, as pmovndcd for heroin, or upon such date asanay be provided in the Rulcs or applicable law or regulation
rithroaced in the written notice, wltichaveris earlier in toe. use ortIv ACH or Remain Check Depoah, (Cheele 21 Plus) services *fatrany suolt changes slwadl constinwa accaptauce ofthe changes
by the pardas. Further. Pays-Elermay, from time to time, ascend any provision of this Agreement, including, without Wtation, those relating to the fees and chasgas payable by MERCHANT
by trading written nodot to MERCHANT of the amendment, end the amcndmtnt shall become effective unless Paya-EFT receives hIERCHANT's notice oftenoinatioa of this Agreement
within T days, Amendments due to changes in the Rules or any low or judicial decision may become effective an such shorter period of time as Pays -EFT may specify irnammy to comply with
the applicablo Role, law or decision. No otheramtrwdruonts or modiftcatiuns to this Agreement will be effcoaivts tapes such changes see reduced to writing and are signed by The duly authorized
party or parties to dais Agreement and truth Amondmcnts ant' incorporated Into and made a pan of this documeaC
37, f#INOINf A 'RFEhIENT`° gENI:FITThis Agreement slwoll be binding upon end inure to the baneGt of the parties hereto and their respective legal representatives. successors and assigns. This
Agreement is not for die bencEt oforsy other person or entity and no other person or cndry shall have any right against Paya-EFT.
39. JNTFNTIQN'AL Y OEI,.ETEI)
39. i eTinm Notwithstanding any language to thecontrary, all issues related to the electronic processing ofchecks and ACH Titbits under the terms of iris
Agreement shall be dommabcd in accordance with ciao NACHA Rules, Federal Trade Commission and Regulation E Rules, and laws of the liAhod States of Amenct and the State of Florida as it
applies eacontracts In the taint oft, conflict between the Roles and appticabbe local, stale or Wirrel.Jaw, the Raves shall prevail unless otherwise prohibited by law. To the extent, that an Issue
exists which is not severed by the Rules, this Agreement shall be governed by and construed in accordance with Florida law end it is expressly agreed thin venue and,judsdickon for all such
matters shall lie exclusively in Okaloosa County. Florida. MERCHANT acknowledges that this Agreement was formed in Floridt, upon irsacceptance by Paya•EF t
40. REtll RAlllL=. ffanyprovision ofdne Agreement is held to be illegal, invalid, or untnforottble, in whole or in part, by court decision, atanrte„orri ube (or oaherwiUsc wuwdd go in ifyou wanted
to include arbitration) such holdingshti not affect any other provisions ofttas Agreement All gtfrort pirovnaians or parts thereof shall remain in Hall fence and affeet and this Agreement shall, in
such circumstances, be deemed modified to the extent necessary to render enforceable the provision hereof.
41. HEADINGS. The headings in this Agreement are used for referenced purposes only. They shall not be deemed as part of this Agreement and shall not affect its interpretation.
42. )FECTI'waE DATE. This Agttsonl shall be effective only upon acceptanct by Paya-EFT.
43. NWM2EfiJ.UEREOE the parties hereto have soused this Agreement to be executed by their duly authorized officers.
Application for Merchant Account —Check and ACH Processing REV 0625203E Page 6 of 9
WO , The complete Merchant Agreement Includes these Terms and Conditions and the Application on two 121 additional pages.
Agreement No. 6330
These Tees ate only applicable to processing web -initialed transactions which am "Web" Entries as defined by the Rules ("Checks -By -Web Service) utilizing the card -customer's Checking account data
MERCHANT is roxitumd to provide its oft brit mot paynsenn goic"Ay or utRfre a daird party larensal� payment nt gateway which raw be approved by �a-EFT in advance Any P -EFT products resat) associated
saRwm sp od icadly designed for such ans wall be minted by MERCHANT whign ' by P*ya•Eler, mad such softiam will sitlter br, bastard and maintained by Paya-'EFT,or ahustnabvclyn provided
&Pow, y'to MERCHANT far 6saallaticn an MERCHANT oquipsaratt. In all cases wbert Paya-EFT frosts software fiat MERCHANT, dw actions Ienrus and conditions; referenced Wow regarding disclomac,
transaction and processing requirements and al I other requirements imposed by either regulatory, agency, law. Paya-EFT, or otherwise shall have full Face and effecL
1 THIS PROGRAM OFFERS NO GUARANTEE FOR ENTRIES THAT ARE RETURNED UNPAID AND MERCHANT SHALL BE LIABLE FOR 100%
OF ALL LOSSES ARISING FROM RETURNED ENTRIES. MERCHANT must utilize a Payer -EFT -approved payment gateway, software, and approved method of electronic file
transmission to use the Checks -By -Web program. MERCHANT must submit it file for testing purposes prior to udog the Checks -By -Web Service if MERCHANT utilizes electronic file
auarmwss6on MERCHANTS who udlian alecrronic file taamonissnan will oat roc*ive, the hcoofit ofany pre-verifacatian services to descmtint IftlseCUSTOMER'saccomwl'ordswwes^s license
is flagged by alit notional negative database for unpaid items, which may result in higher recums or chargebacks to MERCHANT's account Refer to SaAware Roqurrtmoass sectiom Paya-
EFTfunCdoassolely asthe Processor and assumes nofiabifityinthe porfomam[coofMERCHA'NT'spoymentgateway or other relatedhorilwarai'software Paya-EFTmsy,at' its option provWc
gamin pro -verification. services prior to processing an Entry{ aualt services are at Pays. EF'rs discretion and shalt in no way create a lluaronrtc from. Paya-EFTor obligation oa Poyo-wr*s
part to vaaffy the consumer ideruiry* and vahtiity, ofa submitted Entry,
2, ACH COLf.EC DJO MERCHANT authorizes Poya•EFT to ra-pr osian all rctuna "a tams forwarded to PayawEFT and to onSiT no an electronic, Mary for the ammau of any a4uwablc recovery
lec. Paya«EFT shall, have sixty (btl) days from tho data of roceipt ofnttum ACH tronsmian atom to complete its ra*prexoratmetta process I'f [bit Agracmorcm is tamuootxd for any msaa^ Payax
EFT will retain alr c no so cormplete ulna doetroftla "resuttmnoot process lure all rclum ACH Transaction lariats forwarded an Paya-UT prior to sotmiftedon
3. UNACCEPTABLE TRANSACTIONS. In A44Won to rho rdtaictions self ova above Ltd its any ovema, the Wowing rr meactions art unacceptable for ofecoomc ptocasairt& MERCHANT
agrees net to submit coy oftho fallowing trues ood" to Pay* -EFT for electronic processi.ag„ Ray MERCHANT shall rot cfosrronicaally process any clectrpsrae chords drawn on any depository
issfitution that is act federally insured saw part ofdaeACH network„ (b) M'ERCHANT`sball ovi clecrmndeadlyprgcei s'any cleasonfe chocks drawn on the business arpersotad checking account
of MERCHANT or any of its agents or employees, (c) MERCHANT shall not submit an electronic odieck for goods at services that are not provided to the susrsmcr, (d) MERCHANT shelf
net submit ao electronic ebeck whidt is alserud by the MERCHANT in any way, MERCHANT*s sarbmi%vion of any of the above transaW ans for eloctrninic prrroassing may subject Our
MERCHANT to imunctfixicausperision as u^rminesian, and all f tads ofMERCHANT, includf al those in MERCHANT'S arecaUnt, may he flared on hold at charged taMERCHANT
.
4, SOFTW ARE. MERCHANT shelf itraliza a psymom gateway (shoppirtg cart) that Pay* -EFT has previously amborused fans° pmccrahig all clecnnnic check Iransoedism is) MERCHANT' is
mospoaLi'ble for all cart atmntatuaiw ntimn fates end claarpacs, Including het not limitad to telephone foss,, associmod with and related to the use of ibe payment gateway and?ar any xotaasat software
costslexparaw. (b) MERCHANT shall maintain all brsdwatetscrflivery accareary lot eloatroi o check pr*casaiog including necessary file server%, payincnr gateway, and to oirwa
telecommunications oquipmans in good working mdw at MERCHANT's sale cxpcnsc. (c) MERCHAN `shall advise Paya-EFT' immediatcly in die event of a, securritybranrds orbacaludowo
of totaled cgnmpmcnt., clecaranic check sollwauc psobtems, and/or say "or system failasc fall MERCHANT acknowledges t)ml Poya-EFT is nat respoesil is for amy related Inurrio or
computer and at nitatsans cquiparcm Used by the MERCHANT. MERCHANT also ackno that Pay*^EFT solely functions as the processor and assumiss no finbilfry in the
parfomsrmce of'MERCHANT"spayment grtowity, In dais stgard, Poyo-EFT shall not be responsible for any amaauhoriaed tampering or altering toaoflwaac specifically iratalledby Psy*-EFT
on the past the MERCHANT or MERCHANT's spot Psy*-EPT's approvol of equipment and/or sotfwarc, including without limitiman paymaMm Somway software,, does not oaustitutc an
express or bMptiod waornrivy. mprtsra Canso or cador^sam cos mfstach oquipmcnt Lad MERCHANT we" respimaa'bi1ity for salmciion and compliance with the Rules ofoaoh quipruont audfor
software todrreevewof';securitybstscliofNIERCHANT'srecordsorpuysnamgateway.MERCHANTisrequiredtonori(ryrPaya-EFTinuncdratrlyofsuchabreach,andtoprovideasmuach
information as may be stquared to allow Pay* -EFT to our accordingly an protect Paya-EFT's legal nights and aespoasr"bila"tics. MERCHANT ftathor was to itainic4asay re anva, aid Property
disposer of Paya-m's previous version rolaasts of any related software and ro ulifiet eke amiss current softwaic ve rsiavn relcoscs upon rercipt of'ssrc r froor Pay*.EP"T In the event of
kvir natmop, MERCHANT shall immodancly and unconditionally remove, 2H sofewaro mlatod so Paya-VT sarvicns as MERCHANT s expense;
5, JMTA
TI . ^ blt erg us an coatplcmc *fl fransactiono in *ecordanoc with the provisions oftbss Agmcmont, she Rules
and Hates oponslion as mery be cnmfdlished by Paya.9" from time to nmc Merchant shall retain d'*t* on filar *dow'"o to parnk remaking of Entries for sever (7) fwadting days
faflowisrg the dare of thdir tramostor d by Pay% -EFT as provdad heaven, and shall provide such data to Paya-EFT upon its scgorat tdARCHANI shlig lgidftA4M*xjhiSLigI 'eat
l ft metersfnik..... M "HANf"cuacee
of * gu rrmr� o%yntanP mudiuraation rawoearion Memhao rcpxsecats Lad warrants diet it lhdl easnrm that the fmaacial wit ntadon h rrxci*a is pioaacred by security practices and
In, arcs dial include (1) phyysital security to proites against thi fl, tampering at dam*gt, (4) pasmmcl and access contacts to pmeact olarguist uuaudmnzed access ad use, Gail aawork
sraunry to ensure scomee oapmmc storage and dicoibuiew (N) at least IMbier RC4 cncryrption toehatology^ (v) commercially reasonable fraud denta ima sysuCans,tvf) Procedures to verify
aaubng martbars and mob a*csta r rearie r identity, and pmecdww to establish caadit-wort limas and so pnsatc limins lava its ccdtonrcirs„ mad (v^ii) MERCHANT's pairmaor gateway must
clearly notify the cussamor 4has they sac initiating an ACH debit authorization and MERCHANT"Ss authorized paynronm gateway shall obtain a customer Authorization in the form of'en
clecirmniraalty{signed ACH audiarrizelims or similarly authomia mCd (Unique seouaaty code or PIN) in aeomdoncct wish die Rules thm clearly darnuosar%sari die custom i's,a*ocat to sadvorizasion
for each mosawtiont submitted for aleotronio processing. Merchants are reettomd to rttadn alto original suthariaatiarh or Copy of alas originaal authorization in its original farm that can be
rcproducedaeon request.. NAdCHA does not ocCopa proofofan Authorization as WAP a hsung of the iularmaeion captured at smear ofoudsmsaatimm. The lot lowing mWimon information moat
he included in din atdpatt Catsarr record. consumer IP address of anginatiam consrmtom mono . a rrounicr address, tramaeriorr amount, trunsaauon effective dace, Consumer Ctoiwl address
lopdonel� industry moormaigaidod'beat practice). wcbsuic where payment woo; ocaeptcd . sagnifywus wloctfirr man6wization is for a single or aecmtingemultipslc dihits, and debit schaink it
reCuarimglanultipfa„ consumer banking i0formesion, suoicamom of how dre consuma'l, idrauty was audsenbcorad. Addntimnalty, tMtmrchait's welnsisa most provide dre wrotuager with a phsmo
number for inquiries or *ardatora*Lian rovoodoo Mctebour caucus that it shall crnaducs or leave conducted annual audios to ensure that the fmasaofal inforamaaiab if obtains from its customars
is Protected by securityprscalora and procedures that include, at'a masttmuon level, the practices set farfh in (i)dunugls (ifi), hereinabove. MERCHANT or —MERCHANT'S 3rd perry software
provider shall cooperatc with Pays -EFT to test MERCHANT's Inoomat payment gateway and for any ongoing support issues In all oases, CUSTOMER will provide check inftum nian via
Internet and MERCHANT's payment garowny.Ma-chart most obtain the custoama*s nuaborizodair in accordance with the Rules that efteurly demonstrate die amomer's Liman to avidtariz2aian
pr ar to irsiti*tin S the ACH debit In addatiom, ifcustomar is providing occurring poyment audsmroaatdon,turetasmermust be notified with themotha4to revoke its autkarizadon. All items„ Boards
and services purchased in a ausggle transaction shall be included in, the total omouat on a ofaglo ACH authorization rtccipt and all tuaries muss contain the corral customer Meek manias,
ocoount,. and check numbers, MER'CHANT's correct name and taltphout number, the date of die transaction, roe total cash price of the sale (including all applicablo state, fodoml as loca)
sumhorgies and taxes) or the amount to be charged ifs partial payment is made in cash or by credit card or the amount to be charged as the remaining balance owing uferthc deposithas been
made, Customers personal information including but not limited to CUSTOMER's full name, address, telephone number, drivers license state and number, and a disclosure statement that
CUSTOMER understands he/she is authorizing MERCHANT to process an ACH debit entry to the CUSTOMER'S account and that if the ACH debit entry is returned unpaid, a fee ofS25.00
or as allowable by law may be charged to CUSTOMER's account. After customer audneoticates the entry, MERCHANT's payment gateway must prompt dre consumer to print the
authorization and to retain a copy and no transaction may be altered alter Paya-EFT authorizes acceptance of the ACH transaction. MERCHANT may not resubmit the transaction electronically
or deposit the original source document by any means, once Paya-EFT authorizes a transaction Failure to comply with the above mquirvnenas will. in addition to other penalties, subject
MERCHANT to ehargebaaks or withholding of funds and may be grounds far immediate suspensiodterndontion of services. MERCHANT ACKNOWLEDGES AND UNDERSTANDS
THAT IT IS A FEDERAL VIOLATION TO PROCESS DEBIT REQUESTS AGAINST A CONSUMER BANK ACCOUNT WITHOUT ACCOUNT HOLDER'S EXPRESSED
AUTHORITY. MERCHANT HEREBY ACKNOWLEDGE RECEIPT OF PROPER NOTICE THAT THE USE OF ANY COUNTERFEIT, FICTITIOUS, LOST, STOLEN. OR
FRAUDULENTLY OBTAINED DEBIT INSTRUMENT TO UNLAWFULLY INITIATE A DEBIT TRANSACTION IS PUNISHABLE BY A MAXIMUM OF A 310,000 FINE PER
INSTANCE UP TO A3500,000 MONTHLY FINE, IMPRISONMENT FOR A TERM OF TEN YEARS, OR BOTH. IT IS SPECIFICALLY UNDERSTOOD BY MERCHANTTHAT ANY
TRANSACTION EVENT INITIATED AS AN UNAUTHORIZED MANUAL ENTRY OR DEPOSIT BY MERCHANT AFTER MERCHANT HAS RECEIVED APPROVAL FOR
ELECTRONIC DEPOSIT OF ACH TRANSACTION (S) OR IS INTENDED FOR ELECTRONIC DEPOSIT SHALL BE INTERPRETED AS AN UNLAWFUL DEBIT TRANSACTION
PURSUANT TO THIS NOTICE, IN THE EVENT OF SUCH A VIOLATION, MERCHANT AGREES AND WARRANTS TO HOLD Paya-EFT AND ALL OF ITS ASSIGNS AND
ASSOCIATES HARMLESS AND REIMBURSE Paya-EFT FORTHE TRANSACTION (S) WITHIN 24 HOURS OF SAID OCCURRENCE. IF MERCHANT REFUSES OR IS UNABLE
TO REIMBURSE Paya-EFT FOR ANY SUCH OCCURRENCE. IT IS EXPRESSLY STATED AND UNDERSTOOD THAT THE MERCHANT IS IN DIRECT VIOLATION OF THIS
AGREEMENT AND FEDERAL LAW, AND Pays -EFT WILL PURSUE ALL LEGAL, CIVIL, AND COLLECTION REMEDIES AS ARE POSSIBLE UNDER LAW AS REMEDY,
F IT ENTRY, MERCHANT acknowledges Thal the customer s authorization allows MERCHANT to instruct Paya-ET to initiate an
ELECTRONIC ACH TRANSACTION DEBIT ENTRY ("ENTRY') for MERCHANT against customer. It f other pentrits Paya-EFT to reinitiate on ENTRY where the original ENTRY is
returned and to assess a collection fee against CUSTOMER All such collection fees shall be the sole property of Paya-EFT. Pays -EFT shall be entitled to multiple oc-presentments and to
assess a transaction fee as set forth on the Application against MERCHANT for each re -presentment If an electronic check is retuned unpaid after each re-presentmera4 Paya-EFT shall be
entitled to debit the MERCHANT'S account for the amount of the electronic check.
I From time to time, Paya-EFT shall establish necessary security end identification
procedures for presentment of checks for electronic processing pursuant to the Rules and applicable law. MERCHANT agrees to comply with such procedures and to accept such "properly
presented" checks for electonic processing. Paya-EFT may establish minimum and maximum amount limitations on electronic checks presented for electronic processing by MERCHANT
Application for Merchant Account —Check and ACH Processing REV 06_25201B Page 7 of 8
PLEASE NOTE: The complete Merchant Agreement Includes these Terms and Conditions and the Application an two (2) additional pages,
Agreement No. 6330
And MERCHANT' shall not accept or attempt to process electronic checks in excess of the romdmurrt limitations established by Pai in no event will PayrEFT accept or will
MERCHANT attempt to process so claclramfc Checks-ll,)r-Weir greatcr ilui (i) S1„500 far MERCHANTS that have berg identified as, "Existing Raladonslap"'(i.e Bill Payment) Clicnis on
the Application end (ii) S500 for all other MERCHANTS tarries otherwise approved in writing by Paya-EPT. Pop -EFT shall also establish the number of tkectranio checks that may be
submuted on a doily basis by any cos hmzat faro clecooruc processing. MERCKANT agrees to provide Payo.f:kT with any and all infomaetion needed to establish such finiasetians. MERCHANT
fiuther agrees to inform Paya-EFT immediately of any changes in business activities, rules or regulations, which may affect these limaatinns. MERCHANT fiancee agrees to abide by dose
limitations as a condition for Peyai to electronically process any checks.
9, pylfit (�l' (() Tfi1E'WAI. it1i Whereby a ftaanoidinstitution„ regulatory or law enforcement agency, or similar authority has demanded from Payo-EFT proof of valid
consumer authorization, in accordersca with NACHA Rules, MERCHANT" shall pravids said proof of authorization to Paya-EFT within (2) business days. In the event that MERCHANT
cannot provide the appropriate consumer autharizratiou, and Paya-EFT suffers a penalty enforced by NACHA, Pays-EET shag have the right, m ofElet such penalty and charge MERCHANT
a minimum of (S I000 per instance and up to a maximum of11100,000 par on, until the problem is resolved,
9, nap Y 'F !ENT OF 7RA,�,,g. _AC�'I . "Bauch. oul'" shall mean that MERCHANT transmits all or the unntactions to Pays -EFT ±try midnight (1100 auu) an the dray Paya-EFT
augharfrsca Our $s1a. In additici say transactions contained in an untimely batch out may be refused at become subject to ehargeback or held real sitar is slurry -day, period for consumer
eharlyebacks by Psi Hart requested by Poya•EfT> all docu menaaliou related to the coasiarni Werner ACH Authatizau(aa, including but not ltmittdto customer's telephone number
and billing, and shipping address. must be fduuad and received by Payo-EFTwithin 49 houses from the request date, MERCHANT acknowledges that failure to batch out on a timely basis may
be grounds farauspension or termination at Faya•EFk"s sole discretion. Paya-EFT reserves the right to hold additional marries as necessary to reduce any risk associated with daily processing
of electronic checks. Paya-EFT may, in its sole d"tseretioa and to insure against, place a hold on funds due to MERCHANT in settlement of transactions in order to insure against potential
losses. Paya-EFT will then provide a net deposit to MERCHANT after a period of time acceptable to Pays -EFT (usually 90 days from transaction processing date). In addition, MERCHANT
understands that a failure to batch out will delay funds being deposited into MERCHANTS' account, MERCHANT also acknowledges that Paya-EFT may apply a S25,00 fee for each Pays-
' a1lDnumherdaily on which MERCHANT fails to transmit a timely batch out
10 EFT-esstgned terrain Pays-E'E'T shall aw his responsible roe the settlemant of say Checks-By-Wido, for which Paya-EfT has not received transactions Entries from
MERCHANT for processing within twenty -fear bows ofthe initial transaction date ofthe tranasetiaa MERCHANT shall he required to submit all documentation, misted to the trap actions
to Paya-EFr et Paya-EFT"s request MERCHANT shall make Its books and records evadable to Paya-EFT in outer to verify compliance with this agremeat and in ruder to verify any
information in an Entry.
Il. cLECTpxrt*att t ((M,S FiIR tVIfIC WillN T In addition ro the provisions sn frtr>ti in this Agreement and
noawidastandiag any other, provisions to doe conaary, Paya-i f'f shall have no obligaiaaan to reimburse MER HANTfor ACH transactions drat ure: (a) Not honored by the customar's finaneid
institwgioo because oftha customer's instntedons to"" payment" on the original source docuaacot or elecmaafe check; (b) Fraudulent, whether MERCHANT, its employees or agents am
involved, either as a principal or as an accessory, in the issuance; (c) Accepted by MERCHANT or its employees with advance knowledge ofthe likelihood cries being dishonored even
though authorized by Paya-EFT: (d) Lost, stolen, altered or counterfeit, and Paya-EFT has reason to believe that MERCHANT failed to use reasonable care in verifying the customer's
identity; (c) Crivem as a substinrte for a previously accepted check„ whether at not the check was authorized by Company at, any, check upon, wbi'th M ERCHANT has accepted hull or pwrtairl
psymtm; (I) One of multiple checks prosented to MERCHANT in a single transaction for Otoce onie processing" (g) For Sands„ if the girds are subsequently retuned by customer or
repassti by MERCHANT orI'iea holder, within 65 days ofdatt ofporchasc: (h) Not honored by rite customer's financial Institution because ofthrfailure of, the closing of, orgovernmacid-
imposed restrictions on withdrawal% from the financial insorunan; (i) Checks for which Paya»EET previously denied sudursization; 0) Not in compliance with this Agtcemotor and not
psocrrtsed in accordance with the ACH timusaesloo promming provisions of this Agrremcnt, (k) Incorrect Rouraag and .Account Number data Er i (1) linable to locate account or invalid
account number returns orunauthoriud corporate account returns.
12, rA: N MERCHANT acknowledges that all settlements between Paya-EFT and MERCHANT arc provisional and are subject to the customer's rights to dispute
the charges against she customer's account.
13 A==h1& bZ&CHANIN MERCHANTalsorepresents and warrants thac(0the deuxonprionoftypeandruanurcol'MERCHANT"sbusimi
in the Application is complete and accureirc and will remain so during the term ortlu"s Agreement the Applicst on, has barn si by a principle afMERCHANT and than iffbcra is change
in control *fMERCHANT that MERCHANT' xill notsubmit. Entries ur rdhis Agreement without pays-- EFT"s prior written consent;(ii) inder event are security breach afMERCHAN"T's
records or payment gateway, MERCHANT will notify Psyo-ErT immodialaly ofsoch a breach and to provide as much information as may be enquired to allow Payo-EFT to act accordingly
to prai Psya-EP"1'"'s legal tights and responsibifitfrs and these of cancormors affected by the breach, Gift MERCHANT has neat subatitted Electronic checks drawn from its personal at
business checking accounts an the MERCHANT's elaotm is ehcck payateot golewny„ (iv) MERCHANT has used only the name and address contained in the Application on all its sales
drafts, (v) MERCHANT has not submitted duplicalas array tsansirt ; and (v) the banking iorormation submitted to Paya-EFT for processing has not been ducted by MERCHANT.
Application for Merchant Account —Check and ACH Processing P.EV 06252011. Page 8 of 8
PLEASE NOTE:The complete Merchant Agreement includes these Terms and Conditions and the Application on two (2) additional pages.
AgreeMIN&NANUIRWCATION
Application Purpose*. iJewAccount
Nl mm�moaawcaac
.�rrlll de. 0136- unit Name infosend
""� MCC 4900 Iftociclualel 11651 - I nfs
For purposes of this application, 'Processor" or "PACE" is Pace Payment Systems, Inc, located at 40 Burton Hills Blvd, Suite 415, Nashville, TN 37nS and an be contacted at (888) 690-7555.
Additional Information an be found on the Pace well www.pacepayment.com. "Merchant Bank" or "Member Bank" is Synovus Bank, d/b/a Columbus Bank and Trust Comparry, located at 1225
Ant Avenue, Columbva,dIA91901.0061649 ap.ProcesmrIsare8lstoroeI501WIPofColumbus Bank and Trust Company.
e• a
MBrchant's OBA Name 1'Outtet Name (If Different From Legal Name)
MerchaI Legal Name (As It Appears On "Pax Return)
ElSegundo
City of El Segundo
DBA Add run ('No PO Boxes)
Mailing Address (If Different From ODA)
350 Main St
350 Main St
DBA (City I State I TIP
Mailing City I State I ZIP (ff'Dffferent From ODA)
Ei Segundo, CA 90245
El Segundo, CA 90245
Tolephone (Number
ustomer Service Number
Busineal Description
(310) 524-2319
1(310)524-2319
Utility
Contact Name
Website
Dino Marsocci
https,/lwww.elsegundo,orgfgovemmantfdspartrmnts/finance/business-serviovdmier-bliling
Email
Fax Number Federal Tax ID: (as shown an your Income tax return)
dfnarsocci@elsegundo.org
95-6000706
Does Your Business Currently
Average Ticket High Ticket lAnnual Volume InPorsonlosime
ME) NO O
AcceaCredft Cards?
$ 194.00
2,000.00 $ 1,200,000.00 0% I 10D%
Amex
Acceptance YES O NO O
Amex Marketing
Amosi Acceptance
YESO NO O r$1,O00,OWAO YES Oa NO O
State Government Agency
Federal Government Agency
t Public Utility Non-profit PublIeSchool
NAME Dino Marsocci
InTa Treasury & Customer Services Manager
Note: Privacy policy including with respect to the collection and use ofsocial security numbers can be found at www.pacepayment.com
"If nothing indicated, Financial Institution 41 will be used for all ACH activity. "AUTHORIZATION FOR AUTOMATIC FUNDS TRANSFER (ACH): The Merchant Bank (defined on
page 1) Is authorized to Initiate or transmit automatic debit and/or credit entries and/or check entries to the account identified above and in the provided voided check (if
applicable) relating to the above account (") for all services contemplated under this Agreement. Said authority is granted to Merchant Bank's Processor and their agents.
Cross border International transaction assessments/program support, MC network access/brand usage (NABU), MC Acquiring License Fee, MC Account Status Inquiry Services
(ASIS), Visa US Acquirer Processing Fee (APF),'Visa zero Floor Limit, Visa Misuse of the Authorisation System Visa Fixed Acquiring Network Fee (FANF), Visa Debit Integrity, Visa
Auth & Settlement', A�crlmairer File Trartsattfort Fee, MC Processing Integaty, I/C Acquirer Fee, Discover Data Usage, American Express Access and! Processor fees may apply.
Further Visa/MC/AMEx/DISC,/Pay Pal mandated fees, including association Kilobyte Fees, may also apply. Batch Close Fee: All batch closing and batch Inquiries are considered
"transactions" and will be billed at the same rate as Visa/MC/AME)(/DISC/PayPal Trans Fees unless specified. AMEX discount rate IIs determined by business type„ "If applying
for Interchange plus, fees quoted are In addition to Processor Interchange, fees, dues and assessments Monthly Minimum Discount: Applies to Discount Rate & captured
transaction fees."Transactions that do not meet Interchange Qualifications are subject up to a 2.00% Surcharge.
Pace Payment Systems is a registered ISO of Synovus Bank, DBA Columbus Bank & Trust 02019 All Rights Reserved Raw. 09119 SYN-ISO-A-PACE
Agreement No. 6330
F7'" jwwwwtj ti lr ✓jdr,/� a,
Please check this box if you are applying for processing services for additional merchant locations. If the additional locations are under common ownership with
the Merchant named herein late the same legal entity with the same legal name) and have the same federal tax identification number and same authorized signatory,
please submit the Additional Merchant Addendum as ExhibitA with this application. Please note that all additional locations, along with the Primary location, will be subject to
and governed by the terms and conditions of this application and the Merchant Card Processing Agreement referenced in and included with this application. If the additional
locations are not under common ownership or have varying tax identification numbers or authorized signatories, you will be required to submit a separate Application for
Merchant Card Processing per location.
Number of locations? If you are affiliated with an existing account, please provide existing Merchant IDp:
„...:,
3FR BANK (ACOUIRER1 INFORMATION 'VISA OISCLC
Synovus Bank -1225 First Avenue - Columbus, GA 31901(706)649-4900
Important MemberBank.Responsibilities ImportantMerchantResponsibilities
1. A Visa Member Is the only entity approved to extend acceptance of Visa products 1. Ensure compliance With cardholderdatasecurityandstorage requirements.
directly to a Merchant. 2. Maintain fraud and chargebacks below thresholds.
2. A Visa Member must be a principal party to the Merchant Card Processing Agreement. 3. Review and understand the terms of the Merchant Processing Agreement.
3. The Visa Member is responsible forand must provide settlement funds to the Merchant. Download a copy from Pace's website at:
4. The Visa Member is responsiblefor all funds held in reserve that are derived from settlement. htt s; www..- ace a ment„cam terms -condition$;
5. The Visa Member Is responsiblefor educating Merchants on any Visa Rules with which 4. Complywith Visa Rules.
Merchants must comply during the course of operation.
The responsibilities listed above do not supersede the terms of the Merchant Card Processing Agreement and are provided to erasure the Merchant understands
some important obligations of each party and that the Visa Member (Acquirer) is the ultimate authority should the Merchant experience any problems.
Agreement Signature; By signing below, each of the Merchant and Guamntor(s) and each individual signing below as an Authorized Signer of Merchant (t) certifies that all
Information and documents submitted with this Application are true and complete; (2) authorizes Merchant Barak, Processor and their respective agents to verify any of
the Information given, including credit references, and to obtain business credit reports, Including requesting reports from consumer reporting agencies an persons
signing bellow as an Authorized Signer Merchant (it such person asks Merchant Bank or Processor whether or not a consumer report was requested„ Merchant Bank of
Processor WW tell such person, and if Merchant Bank at Processor received a report, Merchant Bank or Processor will give such person the name and address of the agency
that furnished it), (3) acknowledges receipt of the Merchant Card Processing Agreement ("Agreement") Including the continuing Guaranty ("Guaranty"") contained within
the Agreement, and of the CNP Addendum, Special Services atddendurn and the. Merchant Use and Disclosure of BIN information Addendum (each, an "Addendum"), that
can be reviewed and downtoaded from https'�/wNw,pacepayment.com/terms„conditions„ each of which documents is Incorporated herein by this reference, and agrees to
be bound by and perform in accordance with all provisions„ terms and conditions of the Agreement, the Guaranty„ and each such Addendum; (4) agrees to be bound by and
perform in accordance with all terms„ conditions and provisions of any Merchant Card Processing Agree meor between any Merchant Affiliate of Merchant and Processor
and its agents and Merchant Bank ("Merchant Affiliate Agreement'), regardless of whether such Merchant Affiliate Agreement currently exists at is executed,
amended or supplemented at same future date; (5) agrees that Processor and its agents and Merchant Bank may rely upon copies w Facsimiles, of this Apoilcatlon
bearing Merchant`s and Ignatures, or on copies or facsimiles of other documents bearing Merchant's signatures„ and that any such copies or facsimiles shall be
treated for all purposes as originals of the Application or rather document: and (fa) certifies that Merchant does not and will not provide,: offer or facilitate gambling services,
Including offering or facilitating intemt gambling services, or establishing quasi -cash, credits or monetaryvalue of any type that may be used to conduct gambling.
Without limiting the generality of the foregoing, each individual signing below as an Authorized Signer of Merchant certifies that (1) he/she is identified above, either as tan
Authorized Signer of Merchant, and (1'1) he/she is authorized to open account$ for Merchant at financial institutions, and (Iii) all information provided about the Merchant
legal entity is complete and correct,. and (tv) to the best of hi$/her knowledge,
The undersigned ar*nowledge that Processor (and not Merchant Bank) will settle your American Express, JCS, and! Diners transactions and (a) Merchant will receive one
consolidated statement from Processor that will, reflect Merchant's Visa, MasterCard, American Express, and Discover transactfons;(b)Merchant"s American Express
settlement funds will be paid at the same time and in the some manner as Merchant's Vlsa, MasterCard, and olstover settlement; and (cl Merchant will not have a direct
relationship with American Express and the terms Set forth in the MPA for American Express transactions will apply. By signing below, Merchant agrees to be bound by the
American Express merchant requirements contained in the operating Guide and for any other lawful business purposes, including commercial marketing communications
purposes within the parameters of AMERICAN EXPRESS CARD ACCEPTANCE, and important transactional or relationship communications from AMERICAN EXPRESS.
AMERICAN EXPRESS may use the information about MERCHANT obtained in the AGREEMENT at the time of setup to screen and/or monitor MERCHANT In connection with.
AMERICAN EXPRESS marketing and administrattve purposes,, MERC14ANT agrees it may receive messages from AMERICAN EXPRESS, including Important information
about AMERICAN EXPRESS products, services, and resources available to Its business.' These messages may be sent to the mailing address, phone numbers, email addresses
or fax numbers of MERCHANT MERCI4ANT may be contacted at Its wireless telephone number and the communications sent may include autodia)ed short message service
(SMS or '"text"") messages or automated or prerecorded calls. MERCHANT agrees that It may be sent fax communications. MERCHANT may opt�cout of receiving future
commercial marketing communications from AMERMAN EXPRESS by rust checking the '"Yes"" Checkbaxon page 1 above; or may opt out at any time by contacting Processor.
Notre that MERCHANT may continue to receive marketing communications while AMERICAN EXPRESS updates Its records to reflect this choice; Optlrrgout of commercial
marketing communications will not preclude MERCHANT from receiving important transactional at relationship messages learn AMERICAN EXPRESS. TSYS Acquiring
Solutions„ LtC,1601i Dodge Street, Omaha, NE 68,102, is Merchant's acquirer for American Express, or will convey American Express sales an Merchant's behalf.
IRS Certification; Each individual signing below as, an Authorized Signer of Merchant, unafer, penalties of perjury, certifies that (t) the Merchant's taxpayer
Identification number shown on this form Is the Merchant's correct: taxpayer Identification number„ and (2) the Merchant is not subject to backup withholding because (a)
the Merchant is exempt team backup withholding, or (b)the Merchant has not been notified by the internal Revenue Service (IRS) that It is subject to backup withholding as
a result of a failure to report all interest or dividends, or (cJi the IRS has notified the Merchant that It is no longer subject to backup withholding, and (3) the Merchant
Identified is a (l„,s. citizen or other U.S. person as defined In the IRS Farm W9 instructions. (Certification Instructions: you must cross out and initial item (2) above i( you
have been notified by the IRS that you arecurrently subject to backup withholding because you have fabled to reportall interest and dividends on your tax return, IRS Form
W-9 Instructions are avallablel-FiiNni PMressor/P--tf!quesQ
of AuthorizedSigner(Print) Title noseAl )
ph, Lillie Chief Financial Officer '/
& Trust
Pace Payment Systems is a registered ISO of Synovus Bank, DBA Columbus Bank & Trust 02019 All Rights Reserved Rev. 09/19 SYNdSa•A-PACE
Revmma.sa.m PACE
Agreement No. 6330
3 VERTICALS
SUBMI TER MERCHANT
MERCHANT CARD PROCESSING AGREEMENT
(For use by Pace Payment Systems U.S.-based Public clients)
Pace ("Pace," "us," or "our"), for itself and on behalf of Synovus Bank ("Member"), is very excited about the opportunity to
provide you with state-of-the-art payment processing services. When your Customers pay you through Pace you may be the
recipient of a Card funded payment. The organizations that operate these Card systems (such as Visa U.S.A., Inc. and
MasterCard International Incorporated; collectively, the "Payment Brands") require that you (i) enter into a direct contractual
relationship with an entity that is a member of the Payment Brand and (ii) agree to comply with Payment Brand Rules as they
pertain to applicable Card Transactions you submit through Pace. You are also required to fill out an Application with Pace. The
Application provides Pace with information relative to your processing practices and expectations.
By executing this document, you are fulfilling the Payment Brand Rule of entering into a direct contractual relationship with a
member, and you are agreeing to comply with Payment Brand Rules as they pertain to Transactions you submit for processing
through the Pace service as well as this Merchant Card Processing Agreement ("Agreement"). Together, we understand and
acknowledge that you have contracted with Pace to obtain Card processing services with the Member on your behalf and that
Pace has agreed to be responsible to the Member for your obligations for Transactions and as set forth in this Agreement.
The following information is designed to inform and assist you as we begin our relationship.
You agree to comply with all Payment Brand Rules, as may be applicable to you and in effect from time. You understand that we
may be required to modify this Agreement in order to comply with requirements imposed by the Payment Brands. Should that be
necessary, we promise to give you at least 30 days written notice of any such changes.
In offering payment options to your customers, you may elect any one of the following options. These acceptance options above
apply only to domestic transactions.
(1) Accept all types of Visa and MasterCard cards, including consumer credit and debit/check cards, and commercial credit
and debit/check cards;
(2) Accept only Visa and MasterCard credit cards and commercial cards (If you select this option, you must accept all
consumer credit cards (but not consumer debit/check cards) and all commercial card products, including business
debit/check cards); or
(3) Accept only Visa and MasterCard consumer debit/check cards (If you select this option, you must accept all consumer
debit/check card products (but not business debit/check cards) and refuse to accept any kind of credit cards).
If you choose to limit the types of Visa and MasterCard cards you accept, you must display appropriate signage to indicate
acceptance of the limited acceptance category you have selected (that is accept only debit/check card products or only credit and
commercial products). If you accept on-line payment, you must display an appropriate notice to indicate acceptance of the
limited acceptance category you have selected.
For recurring transactions, you must obtain a written request or similar authentication from your Customer for the goods and/or
services to be charged to the Customer's Card, specifying the frequency of the recurring charge and the duration of time during
which such charges may be made.
2. Settlement
Upon our receipt of funds from your Transactions, Pace will process your Transactions to facilitate the funds transfer between the
various Payment Brands, you and the Member. Unless otherwise agreed to by the parties, after we receive credit for such
Transactions, we will provide provisional credit to one or more of the Bank Account(s) you designate herein under the "Funding
Schedule" section.
You must not submit Transactions for payment until the goods are delivered or shipped, or the services are performed. If a
Customer disputes being charged for merchandise or services before receiving them, the result may be a Chargeback to you.
Pagel of
Rev. L20619
Pace Contract No. 000160
Agreement No. 6330
You may receive a Chargeback for a number of reasons. The following are some of the most common reasons for Chargebacks,
but in no way is this meant to be an exhaustive list of all Chargeback reasons:
(1) You do not issue a refund to a Customer upon the return or non -delivery of goods or services;
(2) An authorization/approval code was required and not obtained;
(3) The Transaction was fraudulent
(4) The Customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a
set-off, defense or counterclaim; or
(5) The Customer refuses to make payment for a Card sale because in the Customer's good faith opinion, a claim or
complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner.
a_fO,5"e err/ '9,rtd&Ma
By signing below, you represent to us that you do not have access to any Card Information (such as the Customer's primary
account number, expiration date, security code or personal identification number) and you will not request access to such Card
Information from Pace. In the event that you do happen to receive Card Information in connection with the processing services
provided by Pace under this Agreement, you agree that you will not use it for any fraudulent purpose or in violation of any
Payment Brand Rules or applicable laws and you will comply with all applicable Payment Brand Rules and Security Standards. If
at any time you believe that Card Information has been compromised, you must notify us promptly and assist in providing
notification to the proper parties. You must ensure your compliance with all Security Standards that are applicable to you and
which may be published from time to time by the Payment Brands. If any Payment Brand requires an audit of you due to a data
security compromise event or suspected event, you agree to cooperate with such audit. You may not use any Card Information
other than for the sole purpose of completing the Transaction authorized by the Customer for which the information was provided
to you, or as specifically allowed by Payment Brand Rules, or required by law. In the event of your failure, including bankruptcy,
insolvency or other suspension of business operations, you shall not sell, transfer or disclose any materials that contain
Transaction information or Card Information to third parties.
Ewnikk . 9herfrrl
In order to receive funds from Pace, you must maintain one or more bank account(s) at a bank that is a member of the Automated
Clearing House ("ACH"') system and the Federal Reserve wire system (the "Bank Account"). You must designate at least one
Bank Account for the deposit and settlement of funds and the debit of any fees and costs associated with Pace' s processing of the
Transactions (all such designated Bank Accounts shall be collectively referred to herein as the "Settlement Account"). You
authorize Pace to initiate electronic credit and debit entries and adjustments to your Settlement Account in accordance with this
Section 5. We will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties,
including but not limited to delays or errors by the Payment Brands or your bank.
Unless otherwise agreed to by the parties, the proceeds payable to the Settlement Account shall be equal to the amounts received
by us in respect of your Card transactions less all Chargebacks, Customer refunds and other applicable charges. Such amounts
will be paid into the Settlement Account promptly following our receipt of the funds. If the proceeds payable to the Settlement
Account do not represent sufficient credits, or the Settlement Account does not have a sufficient balance to pay amounts due
from you under this Agreement, we may pursue one or more of the following options: (i) demand and receive immediate
payment for such amounts; (ii) debit a Bank Account for the amount of the negative balance; (iii) withhold settlement payments
to the Settlement Account until all amounts are paid; (iv) delay presentation of refunds until a payment is made to us of a
sufficient amount to cover the negative balance; and (v) pursue any remedies we may have at law or in equity.
Unless and until we receive written instructions from you to the contrary, all amounts payable by Pace to you will be deposited in
the Settlement Account designated and authorized by you as set forth below:
Name of Bank: Chase Bank
ABA No: 322271627
Account No: 235126968
Paget of 5
Rev.120619
Pace Contract No.000160
Agreement No. 6330
6. r e 7ronsacrlon.^s You and Pace hereby agree that:
All Service Fee Transactions will be processed by Pace; and
All of your Card Transactions will be submitted by Pace on your behalf to the Member under the terms of this Agreement.
7. Proeecdne Feet
You agree to pay the processing fees in the amount specified in the Fee Schedule of the Application or as otherwise provided for
in this Agreement. We may only increase the processing fees by giving you thirty (30) days advance written notice effective for
Transactions submitted on and after the effective date of the increase.
S. Term: Termination
The initial term of this Agreement shall be month to month commencing on the earlier of (i) the date the Application is signed
and approved by authorized officers of Pace or (ii) the date of the first Transaction (which may be a test Transaction) that is
processed for you. This Agreement will continue from month to month unless terminated by either party with at least thirty (30)
day's prior notice of its intent not to renew this Agreement.
9. Definitions
"Application" is a statement of your financial condition, a description of the characteristics of your business or organization, and
related information you have previously or concurrently submitted to us including credit and financial information.
"Card" is an account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or
representatives or members of a Payment Brand that you accept from Customers as payment for a good or service. Payment
Instruments include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards,
authorized account or access numbers, paper certificates and credit accounts.
"Chargeback" is a reversal of a Transaction you previously presented to Pace pursuant to Payment Brand Rules.
"Service Fee Transaction" is a charge to a customer's Card for the convenience of using the payment channel offered by you
and Pace in connection with a Transaction.
"Customer" is the person or entity to whom a Card is issued or who is otherwise authorized to use a Payment Instrument.
"Member" is Synovus Bank, or other entity providing sponsorship to Pace as required by all applicable Payment Brand. Your
acceptance of Payment Brand products is extended by the Member.
"Payment Brand" is any payment method provider whose payment method is accepted by Pace for processing, including, but not
limited to, Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card
providers, debit network provider;, gift card and other stored value and loyalty program providers. Payment Brand also includes
the Payment Card Industry Security Standards Council.
"Payment Brand Rules" are the bylaws, rules, and regulations, as they exist from time to time, of the Payment Brands. You can
access the Payment Brand Rules for Visa at lit:ll s vi ara rt r all- a incssi-fc h I and for Master
Card at 6ltvwsv, t - t- - in 4 r The location ofthis information
is subject to change.
"Card Information" is information related to a Customer or the Customer's Card, that is obtained by you or Pace from the
Customer's Card, or from the Customer in connection with his or her use of a Card (for example a security code, a PIN number,
or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such
information may include a the Card account number and expiration date, the Customer's name or date of birth, PIN data, security
code data (such as CV V2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument,
whether printed thereon, or magnetically, electronically or otherwise stored thereon.
"Security Standards" are all rules, regulations, standards or guidelines adopted or required by the Payment Brands or the
Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and
handling of Payment Instrument Information, including but not limited to the Payment Card Industry Data Security Standards
("PCI DSS"), Visa's Cardholder Information Security Program ("CISP"), Discover's Information Security & Compliance
Program, American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program ("SDP"), Visa's
Payment Application Best Practices ("PABP"), the Payment Card Industry's Payment Application Data Security Standard ("PA
Page3 of
Rev.120619
Pace ConlractNo 000160
Agreement No. 6330
DSS'j, MasterCard's POS Terminal Security program and the Payment Card Industry PM Entry Device Standard, in each case
as they may be amended & from time to time.
"Transaction" is a transaction conducted between a Customer and you utilizing a Card in which consideration is exchanged
between the Customer and you.
[Signature page to follow]
Agreed and Accepted by
Merchant Leeal Name:
City of El Segundo
350 Maln St
FJ Segundo, CA 90245
Address (Print or Type)
v (autho#ied signature)
Joseph Ullio Chief Financial Officer
By: Name, Title
at
Agreed and Accepted by:
PACE PAYMENT SYSTEMS
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
Address (Print or Type)
va a4d, , Pryor
By (Authorized signature)
Vanessa Pryor, Director of Partner Development
By: Name, Title (Print or Type)
Page4 of 5
Rev.120619
Pacc ConlractNo. 000160
Agreement No. 6330
Government Owned Non -Profit Addendum
(Municipal Utilities. Municipalities, Not -profit. Gov't Agencies)
This Addendum supplements the Merchant Application and/or Agreement executed and submitted by
City of El Segundo (Legal Name —"Merchant"). As such, this Addendum shall (i) be deemed incorporated
into and a part of Merchant's Application to establish a Merchant account with Pace and Synovus Bank, and (ii) in accordance
with such Merchant Application and Agreement, constitute a part of the entire Agreement governing all Merchant accounts.
FUNCTION
Function c
Utility Billing
Purpose of Government Entity?
Authorized Representative
1, the undersigned, certify:
By submitting this Addendum, Merchant, through the
• that I am an officer or other authorized representative
undersigned Authorized Representative:
of the Merchant ("Authorized Representative") and
• represents and warrants that the person submitting this
• that I am duly authorized to enter into agreements on
Addendum is duly authorized to enter into agreements
behalf of Merchant and to legally bind Merchant to such
on behalf of Merchant and to legally bind Merchant to
agreement
such agreements
• that I am duly authorized to submit this Addendum and
• represents and warrants that all information contained
all information contained herein on behalf of the
within this Addendum is true, complete and not
Merchant.
misleading.
uthr trresentative: Jose h Who —
��-� P
X. ��
nature Print Name Fate
Pages of 5
Rev.120619
I'acc Contract No.000160