Agenda packet — Palo Alto City Council, April 7, 2025 (part 2 of 6)

Item 7
Attachment A - Wells
Fargo Agreement for
Lockbox and Related
Services

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 We may suspend or terminate any Service:
a. After we notify you of a breach of any provision of the Service Documentation or any other agreement with us, and you fail to cure the breach (if it can be cured) within 15 days of the date of the notice; or
b. Without prior notice to you if:
i. We reasonably suspect that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent, or illegal activity,
ii. You become subject to any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization, or other similar proceeding, or you enter into any agreement or proceeding for voluntary liquidation, dissolution, composition with or assignment for the benefit of creditors or other winding up, iii. We determine in our sole discretion that continuing to provide a Service may place us at risk of financial loss or result in an unacceptable credit exposure, iv. Any guaranty of your obligations to us ("Guaranty") is terminated, revoked, or its validity contested by the guarantor ("Guarantor"),
v. We determine in our sole discretion that a material adverse change has occurred in your ability to perform your obligations under the Service Documentation, or in the ability of a Guarantor to perform its obligations under a Guaranty, or vi. The Account necessary to provide a Service is closed.

The termination of a Service will not affect your or our respective rights with respect to transactions occurring before the termination. We will not be liable to you for any losses or damages you may incur as a result of any termination of any Service or termination or restriction of any CEO portal access rights under section 9(d) below.

5. Service fees. You will pay us the fees described in the Service Documentation and any taxes applicable to each Service, however designated, but excluding taxes based on our net income. We may debit your Account for any fees not covered by earnings credits and any taxes that are due, or we may send you an invoice for these amounts, which you will promptly pay. Our charges and fees are in the applicable fee schedule for Services used in connection with your Account.

6. Security procedures.
a. Unless otherwise agreed, you agree that "Security Procedure" is the applicable security procedure described in the Service Documentation for your Initiation Method for the Service, which we will use to verify the authenticity of a Transaction. The term "Initiation Method" refers to the method we offer in the product enrollment form ("Set-up Form") or other Service Documentation for delivering your Transaction instructions to us with respect to the applicable Service and includes any applicable transmission protocols. The term "Transaction" means (i) any funds transfer or payment instruction (including any communication cancelling or amending an instruction), and (ii) any instruction, data or other information which we receive in your name with respect to a funds transfer. The purpose of the Security Procedure is to verify the authenticity of the Transaction. We will not use the Security Procedure to detect an erroneous or duplicate transaction. You will be responsible for any erroneous or duplicate transaction we receive in your name. You agree to be bound by each Transaction, whether or not authorized by you, issued in your name and accepted by us in compliance with the Security Procedure for the Service.
b. You agree that each Security Procedure for the Initiation Method in the Set-up Form or other Service Documentation for each of the Services (a) best meets your requirements with regard to the size, type and frequency of your Transactions, and (b) is commercially reasonable. If you have refused to use any standard Security Procedure and elect a non-standard Security Procedure, then you must sign the Non-Standard Security Procedure Elections form.

7. Confidential information. Unless otherwise stated in the Service Documentation, “Confidential Information” means all (a) User Guides and Terms and Use, and (b) Security Procedures, passwords, codes, security devices and related instructions. You will not acquire any ownership interest in or rights to Confidential Information as a result of your use of any Service.

Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)

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Item 7
Attachment A - Wells
Fargo Agreement for
Lockbox and Related
Services

Item 7: Staff Report
Pg.
50 Packet Pg. 156 of 660

DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 You will:
a. Maintain the confidentiality of the Confidential Information, b. Not disclose (or permit your employees or agents to disclose), copy, transfer, sublicense, or otherwise make any of it available to any person or entity, other than your employees who have a need to use the Confidential Information in connection with the applicable Service, and c. Not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information.

You will notify us immediately if you know of or suspect any unauthorized disclosure, possession, use, or knowledge (each, an "Unauthorized Use") of any Confidential Information. If you (or your employees or agents) are responsible for the Unauthorized Use, you will, at your expense, promptly take all actions, including initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information. You will also compensate us for any injury caused to us as a result of the Unauthorized Use.

8. Currency conversion. When your instructions require us to convert the amount of a payment order from the currency in which the Account is denominated ("Account Currency") to another currency ("Foreign Currency"), we will do so using the Applicable Exchange Rate in effect at the time we execute your payment order. “Applicable Exchange Rate” means the exchange rate we set and use for you when we convert one currency to another currency and includes a markup over our cost of sourcing the relevant currency. The markup factors include costs incurred, market risks and our desired return. The exchange rate we provide to you may be different from the exchange rates you see elsewhere. Foreign exchange rates are dynamic, and rates fluctuate over time based on market conditions, liquidity, and risks.

If a financial institution designated to receive the funds does not pay the beneficiary specified in the payment order, and the funds are returned to us, we will not be liable to you for a sum greater than the amount of the payment order after we have converted it from the Foreign Currency to the Account Currency using the Applicable Exchange Rate in effect at the time the funds are returned to us. You accept the risks of any change in the Applicable Exchange Rate between the time you request a payment order and the time the payment order is either completed or is unwound due to a cancellation, an amendment, a rejection, or a return.

9. CEO portal.
a. Description of the CEO portal. The CEO portal is our electronic banking portal that is accessed via the Internet. Your Authorized Agents (defined below) may use the CEO portal to access (i) Services in which you have separately enrolled (each, an “Accessed Service”) and (ii) third-party sites we may make available through the CEO portal. We offer different channels through which you may access the CEO portal, including personal computers and mobile devices. We may add or eliminate channels at any time. A Service or third party site accessible through one channel may not be accessible through another channel.
b. Access to the CEO portal. When you enroll in the CEO portal, and as we may determine is necessary after enrollment, we will provide Log-On Credentials (defined below) to the persons who are authorized to access the CEO portal on your behalf (each, an "Authorized Agent"). Log- On Credentials mean one or more secure methods we provide to access the Services and may include user IDs, passwords, token IDs, and other methods that we adopt from time to time.

We have no obligation to separately verify or authenticate any communication we receive in your name through the CEO portal, whether or not it was actually from an Authorized Agent.

You assume the entire risk of (i) unauthorized use of your Log-On Credentials and (ii) unencrypted electronic transmissions.
c. Administration of the CEO portal. We offer two options for administering the CEO portal: (i) Administration and (ii) Bank administration.
i. Administration. If you enroll in the Administration option, there are three categories of Authorized Agents: Company Administrator, Administrator, or User. Unless you and we separately agree, we will provide Log-On Credentials only to your initial Company Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)

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Attachment A - Wells
Fargo Agreement for
Lockbox and Related
Services

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Administrator(s) who will (a) assign Log-On Credentials to other individuals and (b) designate those individuals as one of the following:
(1) A Company Administrator, who may perform all functions of your initial Company Administrator,
(2) An Administrator, who may perform all functions of an Administrator including designating other Administrator(s) and User(s), or
(3) A User, who may access the Services designated by a Company Administrator or an Administrator, as well as those Services in which we permit a User to self- enroll.

Each Company Administrator and Administrator has the authority to enroll you in additional Services. In addition to your use of Administration as described in this subsection, you may request that we assign Log-On Credentials to Users that you designate in writing to us. Your designation to us will specify the Services which the User is authorized to access in addition to those Services in which we permit a User to self-enroll.
ii. Bank administration. For the Bank administration option, there is one category of Authorized Agent: Users. We will assign Log-On Credentials to each User you designate.

You will promptly revoke the Log-On Credentials of any Authorized Agent or User when that individual is no longer authorized to access the CEO portal. If you notify us in writing to revoke the Log-On Credentials of an Authorized Agent or User, we will have a reasonable time after receiving your written notification to revoke the individual’s access. d. Terminating access. We may terminate or restrict any Authorized Agent’s access to any Service through the CEO portal if we determine such use:
i. Does not comply with any term applicable to the CEO portal, ii. Is not permitted by Applicable Law,
iii. Is not authorized by you or any third party whose authorization we believe is necessary, or
iv. Should be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance).
e. Financial information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to us ("Financial Information") may be available to you at the CEO portal. The posting of any Financial Information or any other information or data at the CEO portal is not a recommendation by us of any particular Service or transaction. We do not guarantee the accuracy or completeness of any Financial Information, nor are we responsible for (i) the actions or omissions of the third parties developing or transmitting Financial Information or (ii) any decision you make or action you take by relying on any Financial Information.

10. Alerts.
a. Non-subscribed alerts. When you enroll in the CEO portal or other channels or Services, you consent to receiving by email or other delivery channels, servicing messages that we determine are important or urgent. You do not need to subscribe to receive such alerts and you do not pay additional service fees.
b. Subscribed alerts. You may also enroll in fee-based alerts for applicable Services so that you can receive messages you subscribe to at the intervals and through delivery channels that you choose.

11. Liability and indemnification.
a. We are not obligated to honor, in whole or in part, any payment order or other instruction that:
i. Exceeds the available balance in the Account, unless otherwise provided in the Service Documentation,
ii. Does not comply with the Service Documentation or our applicable policies, procedures, or practices made available to you,
Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)

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Fargo Agreement for
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Services

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 iii. We have reason to believe may not have been duly authorized, should not be honored for our or your protection, or involves funds subject to a hold, dispute, restriction, or legal process, or
iv. Would possibly result in us not complying with Applicable Law. b. Neither we nor our software vendors make any express or implied representations or warranties with respect to the Services or any software used in connection with the Services, including any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. c. Any claim, action, or proceeding against us for losses or damages arising from a Service, must be brought within one year from the date of the act or omission, except as otherwise stated in the account agreement governing the Account.
d. We will have no liability for our failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond our reasonable control. If we determine that any funds transfer or communications network, Internet service provider, or other system used to provide a Service is unavailable, inaccessible, or otherwise unsuitable for use by you or us, we may, upon notice to you, suspend or discontinue the affected Service. e. We will only be liable to you for actual damages incurred as a direct result of our failure to exercise reasonable care in providing the Services. Reasonable care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Our policies and procedures are general internal guidelines for our use and do not establish a higher standard of care for us than otherwise established under Applicable Law.

A mere clerical error or an honest mistake will not be considered a failure by us to perform any of our obligations. Our liability to you will be limited to an amount not greater than 10 times our fees incurred in the calendar month immediately before the calendar month in which the loss or damages were incurred (or, if no fees were incurred in that month, our fees incurred in the month in which the losses or damages were incurred). f. Except in the case of our negligence or intentional misconduct, you will indemnify and hold us, our directors, officers, employees and agents (“Representatives”) harmless from all losses or damages that arise out of:
i. The performance of a Service in compliance with the Service Documentation, including any warranty we are required to make to a third party in connection with a Service, ii. An act or omission of any of your agents, couriers, or Authorized Agents, and iii. If the Service includes a license or sublicense of any software, any use or distribution of the software by you or any person gaining access to the software through you that is inconsistent with the license or sublicense.

You will promptly provide us with written proof of loss, and notify us if you become aware of any third party claim related to a Service. You will cooperate fully (and at your own expense) with us in recovering a loss. If we reimburse you, we or our designee will be subrogated to all of your rights (i.e., we will be entitled to assert any legal rights you had relating to the claim). g. Except as expressly provided otherwise in the Service Documentation, neither party nor its Representatives will be liable to the other party for:
i. Any special, consequential, incidental (including court costs and attorneys’ fees), indirect, or punitive losses or damages, or
ii. Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation, or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of these losses or damages was known to the other party and regardless of the form of the claim or action.
h. When you send payments on behalf of your third party customers, you agree you are solely liable to your customers for any and all losses those customers may suffer. We exclude all and any liability of whatever nature (including those losses detailed in subsection g above) arising out of your relationship with your customer.

12. Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such state or no account associated with such Service, (ii) the State of New York, without reference to its principles of conflicts of laws ("Governing Law").

13. Arbitration agreement. Upon demand by you or us, any dispute or claim arising out of or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is US $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in dispute of less than US $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this section.

14. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration as provided in this Agreement), you hereby irrevocably submit to the jurisdiction of the courts of the Borough of Manhattan, New York City, in the State of New York or the federal courts located there and irrevocably agree that all claims in relating to the proceeding may be heard or determined in those courts.

15. Miscellaneous
a. Severability. Any portion of the Service Documentation which is inconsistent with Applicable Law or Governing Law will be deemed modified and applied in a manner consistent therewith, and we will incur no liability to you as a result of the inconsistency or modification and application to any dispute regarding the Service Documentation. If any portion or provision of the Service Documentation is deemed unenforceable, it will not affect the enforceability or validity of the remaining Service Documentation nor the enforceability or validity of that portion or provision under the law of any other jurisdiction. b. Entire agreement. The Service Documentation (and any documents referred to therein):
i. Constitutes the entire agreement between you and us regarding the Services we provide for all Accounts opened with us, and
ii. Supersedes and extinguishes all prior agreements, understandings, representations and warranties of any nature (including requests for proposals and other sales material), whether oral or written, between you and us relating to any of our Services (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial Account Agreement, as applicable).
c. Electronic agreement. To facilitate execution, the Service Documentation may be executed by a party in the form of an "Electronic Record" (as defined in the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ["ESIGN Act"]). The Service Documentation may be executed in as many counterparts as may be required to reflect all parties' approval, and all counterparts will collectively constitute a single agreement. An "Electronic Signature" (as defined in the ESIGN Act) that can be authenticated will constitute an original and binding signature of a party. The fact that a document is in the form of an Electronic Record or is signed using an Electronic Signature will not, in and of itself, be grounds for invalidating such document.
d. No waiver. Neither our failure nor any delay by us in exercising any right or remedy will be deemed to be a waiver of the right or remedy. No course of dealing or waiver of any right on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion.
e. Third party beneficiaries. Except as otherwise provided in the Service Documentation, no person or entity other than the parties to this Agreement will be deemed to be a third party beneficiary under the Service Documentation.

Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 f. Financial condition. You will provide us promptly upon our request any existing financial statements or other information pertaining to your financial condition or any previously unprepared financial statements which we may require you to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to us. g. Your representations and warranties. You represent and warrant that: (i) you will not use any Service in a manner that would violate any Applicable Law by you or us; (ii) if you employ an agent in connection with its use of any Service, you represent and warrant to us that: (1) your governing body has duly authorized the agent; (2) you will exercise appropriate controls to ensure each authorized agent does not exceed the authority granted to it; and (3) you will preserve the confidentiality of the Log-On Credentials and immediately notify us if you become aware or suspect that any Log-On Credential may have been compromised. h. Use of names. You and we will not use each other’s name or refer to our relationship in any solicitation, marketing material, advertisement, news release, or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior written approval for such use.
i. Notices and communications. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission.
i. You will notify us promptly in writing of any change in your name, Address, legal status, or any other changes relevant to the conduct of the Account or affecting your business relationship with us.
ii. The term "Address" as used in this Agreement refers to a mailing or electronic address. iii. You will use the Address where your relationship manager or other manager is located and will address any notice to the attention of the manager. iv. Each party will have a reasonable time after receipt of any notice to act on it. v. Any communication or notice to us from your agent about your use of a Service will be deemed to be a communication from you, and you authorize us to communicate with your agent about any such communication or Service.
vi. We are entitled to rely on any communication or notice from you that we believe in good faith was authorized by your authorized representative or Authorized Agent and, we will have no obligation to verify or authenticate an identity of a sender or signature on any notice or communication, except as expressly provided in the Service Documentation.

16. Survival. Sections 7, 11 - 15 will survive termination of the Services and this Agreement.ꢀ Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Appendix X
Applicable Branches or Subsidiaries of Bank

1. Wells Fargo Bank, N.A. – London Branch

2. Wells Fargo Bank, N.A. – Cayman Islands Branch
City of Palo Alto
Customer Name:

Signature
CITY ATTORNEY’S OFFICE

APPROVED AS TO FORM
SIGNATURE _
DATE________________
__
10/1/2020
Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)
© 2019 Wells Fargo Bank, N.A. All rights reserved

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Lockbox Service Description
Treasury Management Services
© 2019 Wells Fargo Bank, N.A. All rights reserved.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction
The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. (“Bank”) provides you the services described below. “You,” “your” or “yours” refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services (“Acceptance”). The terms “we,” “us,” or “our” refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.

The service (“Service”) covered by this Service Description is:
• Lockbox
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service (“Account”), e. The Product Enrollment Form (“Set-up Form”) (which contains set-up information for the service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation.

Lockbox Service

1. Description of lockbox service.
a. With this Service we provide you with a lockbox (“Lockbox”) and Lockbox Address for receipt and processing of (i) Checks, and (ii) Charge Authorizations (if you elect this service option and subject to the requirements in section 4 below).
b. The Service will start after we have assigned the Lockbox Address to you, you have opened your Account, delivered to us the Set-up Form selecting your options for the Service and provided us with any other requested information or documents.
c. You will instruct your customers to mail Checks and Charge Authorizations (if applicable) to the Lockbox Address, or for overnight delivery to the applicable street address. You will also instruct your customers and other payors not to send cash to the Lockbox. Cash that is sent to the Lockbox will be subject to Currency Transaction Reporting. d. We or our agents will have exclusive and unrestricted access to the Lockbox.

2. Lockbox processing.
a. Processing remittance materials.
i. Each Business Day we will examine the Remittance Materials in the Lockbox and image them in accordance with section 6.
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Cash will be removed from the envelope and a credit advice for the amount of the cash will be placed with the envelope and imaged.
iii. Except as provided in this Service Description or as otherwise agreed, we will not reconcile the Payments in the envelopes to Invoices or to any other Remittance Materials. iv. Subject to any Business Rules you specify, we will process a Check (1) by automated means when a scannable Invoice is included with the Check (“Automated Processed Check”) and (2) manually when a non-standard Invoice is included with the Check or no Invoice is included (“Manually Processed Check”).
b. Deposits. Each Business Day, we will deposit Checks (other than Exception Manual Checks described in section 2(d) below) and cash received in the Lockbox to the Account in accordance with the Account Agreement.
c. Payments processed by automated means.
i. Except as set forth in section 2(c)(ii) below or in your Business Rules, each Automated Processed Check may be deposited in the Account despite any discrepencies in the amount, any postdating or staledating, missing information or alterations on the Check, as described in the User Guide.
ii. If you elect to use the Decisioning Module described in section 3, you can give us specific processing instructions for Automated Processed Checks before the Cutoff Time. d. Payments processed manually.
i. Except as set forth in your Business Rules, each Manually Processed Check will be deposited in your Account, except:

1. An Exception Manual Check,

2. A Manually Processed Check that has been altered (subject to section 2(e) below),

3. You specifically instruct us to the contrary using the Decisioning Module described in section 3, and

4. You have given us a written list of acceptable payee names and the payee name on the Manually Processed Check does not match an acceptable payee name. e. Alterations. We will use commercially reasonable efforts to identify any alteration to a Manually Processed Check and not accept a Check we have identified as altered for deposit. f. Restrictive notations. We will not inspect Checks to determine whether they bear restrictive notations, such as “Paid in Full.”
g. Foreign checks. If you and we enter into an agreement to provide services for Foreign Checks we will deposit and process a Foreign Check if both the foreign bank location and the Foreign Check currency appear on our approved list. A Foreign Check not meeting these criteria will not be deposited and will be returned to you in accordance with section 2(h). h. Rejected remittance materials. Unless you elect otherwise in writing, we will mail to you (i) any Remittance Materials which are not imaged in accordance with section 6, and (ii) any Checks or other instruments which are not deposited in accordance with this Service Description.

3. Decisioning module. If you elect to use our Decisioning Module for the Service, you can send us processing instructions through the CEO portal for certain Checks which we have determined may be unprocessable (each, an “Unprocessable Check”). Each message related to the processing of an Unprocessable Check (your “Decisioning Instruction”) must be received by us by the Cutoff Time. If we do not receive a Decisioning Instruction by the Cutoff Time, we will handle the Unprocessable Check in accordance with your Default Option. “Default Option” means your election for us to take one of the following actions for any Unprocessable Check:
a. “Deposit all,” meaning we deposit the Unprocessable Check in your Account (this will be the default option unless you elect otherwise), or
b. “Reject all,” meaning we reject the Unprocessable Check and return it to you as described in section 2(h).
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

4. Charge authorizations. If you elect this Service option (and it is available at your Lockbox processing site), you are required to enter into a Merchant Agreement with us and the Merchant Agreement will govern any Charge Authorizations. As set forth in the Merchant Agreement:
a. We will process each Charge Authorization received in the Lockbox which is completed with the required processing information,
b. We will not process a Charge Authorization and will return it to you if any required information is missing or it is illegible,
c. We will seek approval from the issuer of the credit card for the payment on the Charge Authorization,
d. We will request settlement for each Charge Authorization that the issuer approves, and e. Each Business Day we will make information on processed Charge Authorizations available through the channel you and we agree to.

5. Virtual lockbox service.
a. Description of service. When you enroll in our optional Virtual Lockbox Service you can:
i. Create Electronic Checks from eligible paper checks in accordance with the Wells Fargo Remote Deposit Capture Service Description (“RDC Service Description”), which is incorporated by reference into this Service Description, ii. Create images of Invoices and other Remittance Materials according to this Service Description, and
iii. Transmit Electronic Checks and Remittance Materials to us in an Electronic File for processing according to the RDC Service Description and this Service Description. b. Processing.
i. Business Rules. If you and we have agreed to Business Rules to apply during the processing of your Electronic Files, we will apply them to each Electronic File you send us. Our processing will include data capture of the dollar amount of each Electronic Check, along with data entry related to Remittance Materials, as agreed to by you and us in your Business Rules. ii. Exception Electronic Checks. If we identify any Electronic Checks that are ineligible for processing, we will identify these exception checks in a report made available to you. You are responsible for reviewing each electronic check identified in this report in a timely manner and arranging for the timely disposition of each check (whether through recapture or physical deposit) outside the process available in connection with this Service. c. Instructions. If this option is available to you, you can use the CEO portal or another communications channel you and we agree to use to give us specific processing instructions for the Electronic Files.

6. Imaging and retention.
a. Imaging and access to images. Unless you and we agree otherwise, we will electronically image all Remittance Materials unless rejected or otherwise unprocessable. You may access images of Remittance Materials through the CEO portal or other communications channels or transmission methods we offer to you. We will redact credit card information including account number, signature and expiration date on images of Charge Authorizations. b. Destruction of originals. All original Checks and other Remittance Materials that we image pursuant to this Service Description will be destroyed 5 Business Days after the processing date.

You will notify us of any issues which require inspection of original Checks or Remittance Materials before the end of the 5-day period.
c. Intraday image access. Any images that you access on an intraday basis may not be final and are subject to further value-added keying. You assume all risk associated with your use of or reliance on intradayimages.
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7. Representations and warranties. You represent and warrant to us that:
a. Any person you identify in the Set-up Form or any other communication delivered to us is authorized to receive communications and give us instructions regarding the Service. If the authority of any authorized person changes, you will promptly notify us in writing. We will have a reasonable time after receipt of a communication to act on it. b. If a payee on a Check received in the Lockbox is a legal entity other than you, you are duly authorized by the payee to have the Check endorsed and deposited into your Account. c. Each Charge Authorization received at the Lockbox is legitimate and duly authorized by the account debtor.

8. Indemnification. You agree to indemnify and hold us and our Representatives harmless from and against any and all Losses which we or our Representatives suffer or incur relating to:
a. A breach of your representations and warranties in section 7, b. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues, c. Any action taken by us in response to a Decisioning Instruction, except to the extent that any such Losses are directly caused by our gross negligence or willful misconduct, and d. The processing of Charge Authorizations.

9. Limitation on liability.
a. We will have no liability or responsibility for Losses arising from:
i. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues, ii. Depositing a Check bearing a restrictive notation in accordance with this Service Description, regardless of whether we have knowledge of the restrictive notation, iii. The deposit of any altered Check, unless the loss results directly from the willful misconduct of our officers or employees, or
iv. Processing a Charge Authorization in accordance with this Service Description. b. In addition to the other limitations on our liability contained in the Master Agreement, if you incur a material loss which results directly from our negligence or breach in performing the Service due to our failure to deposit a Payment according to this Service Description, our liability will be limited to direct damages in an amount not to exceed interest on the Payment amount calculated at the Federal Funds rate for the time period such Payment amount is not in your Account, not to exceed 30 days.

10. Miscellaneous.
a. Service fees. We may require that you establish a separate analyzed account with us for billing purposes. You authorize us to debit our Service fees and charges from the billing account. b. Termination. Upon termination of the Service, we will (i) close the Lockbox, and (ii) dispose of the mail addressed to the Lockbox in the manner instructed by you for a period of 3 months after the termination date, unless otherwise agreed between you and us. You will prepay our Service fees to dispose of the Lockbox mail based on our estimate at the time of termination. c. Customer service. Any questions that you have with respect to the Service should be addressed to our customer service center at the telephone number and address separately provide to you. d. Assignment. Notwithstanding anything to the contrary in this Service Description or the Service Documentation, our rights and obligations with respect to the Service shall be assignable to any successor in interest without restriction.
e. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service. 5 December 1, 2019 | Lockbox Service Description
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary
Account Agreement means the applicable account agreement governing your Account.

Applicable Law is defined in section 3 of the Master Agreement.

Business Day means every day except Saturday, Sunday and federal holidays.

Business Rules mean certain processing rules that you and we agree in writing to apply to the Payments and Electronic Checks.

Charge Authorization means a written authorization to charge your customer’s credit card for a payment due to you.

Check means a paper Item (which includes drafts) received at the Lockbox that we accept in payment of obligations to you.

Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service.

Decisioning Module means our Online Lockbox Decisioning Module.

Electronic Check means an electronic image of, and electronic information derived from a paper check.

Electronic File means an electronic file transmitted to us with an Electronic Check.

Exception Manual Check means a Manually Processed Check that we determine in our sole discretion is not eligible for processing, as described in the User Guide for the Service.

Foreign Check means a Check drawn on a foreign bank or payable in a currency other than U.S. Dollars.

Invoice means an invoice or remittance coupon included with a Payment received in the Lockbox.

Item is defined in the Account Agreement.

Lockbox Address means the United States Postal Service address we assign to you for the Service.

Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees).

Master Agreement means the Master Agreement for Treasury Management Services.

Merchant Agreement means a separate merchant services agreement you and we enter into for us to process your Charge Authorizations.

Payment means a Check, Charge Authorization or cash received in the Lockbox.

Remittance Materials means any Checks, Charge Authorizations, Invoices, correspondence, papers, documents, and other envelope contents (other than cash).

Representatives is defined in section 11(f) of the Master Agreement. 6 December 1, 2019 | Lockbox Service Description
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ACH and Related Services
Service Description
Treasury Management Services
[REVISED – January 2, 2020]
© 2019 Wells Fargo Bank, N.A. All rights reserved.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Table of contents
03 03
03 Introduction 06
07 08
Cash Concentration Service
ACH Fraud Filter Service
Perfect Receivables® Service
08 10
WellsTAX® Payments Service
Services Glossary
ACH Origination Service
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction
The Service Documentation contains the terms and conditions under which we provide you the services described below. “You,” “your” or “yours” refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services (“Acceptance”). The terms “we,” “us,” or “our” refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the end of this Service Description.

The services (each a “Service”) covered by this Service Description are:
•
•
•
•
•
ACH Origination Service
ACH Fraud Filter Service
Cash Concentration Service
Perfect Receivables® Service
WellsTAX® Payments Service
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account,
e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation.

Services
ACH Origination Service

1. Description of services. With this Service you can originate ACH credit and debit Entries in accordance with the ACH Rules. Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules.

By using this Service, you authorize us to originate Entries on your behalf to Receivers’ accounts, you agree to be bound by the ACH Rules, and you agree not to originate Entries that violate the laws of the United States.

2. Preparation of Entries and Files; processing schedules. You will prepare and deliver each File in accordance with the ACH Rules, User Guides and other guidelines we make available to you. You agree to use the applicable Security Procedure when you send Entries to us. We will process each File under our current processing schedule and any instructions about the Settlement Date of an Entry that you provide, if (a) we receive the File by our Cutoff Time on a Business Day and (b) the ACH is open for business. Your Files will be considered received by us when the transmission is completed and authenticated in compliance with the Security Procedure. If your File is received after our Cutoff Time or on a day when the ACH is not open for business, we will treat the File as having been received prior to our Cutoff Time on the next Business Day on which the ACH is open for business. In processing your Entries or Files, we may use any means of transmission, funds transfer system, clearing house or intermediary bank that we reasonably select.
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3. Inconsistency of name and number. If an Entry describes the RDFI both by name and identifying number, we, a Gateway Operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named RDFI. If an Entry describes a Receiver both by name and identifying number, the RDFI may pay the Entry based on the identifying number, even if the number identifies a person different from the named Receiver.

4. Your payment obligations with respect to entries. You are obligated to pay us in immediately available funds an amount equal to the sum of all credit Entries you deliver to us before we send your Entries to the ACH or Gateway Operator, or post an on-us Entry. When we act as both the ODFI and RDFI for an Entry, the Entry is an “on-us Entry.” You will maintain available funds in each Account sufficient to cover your credit Entries. You authorize us to debit the Account for the total amount of all credit Entries originated from it at any time. We may refuse to process any credit Entries, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may take other actions to ensure we receive payment for your credit Entries including (a) upon notice to you, placing a hold on funds in any account you hold with us or our affiliate sufficient to cover your credit Entries and (b) setting off against any amount we or our affiliate owes you. In addition, we may charge the Account or any other of your accounts held with us or our affiliate for any debit Entry, including any correcting or Reversal Entry later returned to us. You will reimburse us for any returned debit Entries on the same day you receive notice of the returned Entry. You agree that we do not need to send a separate notice of debit Entries which have been returned unpaid.

5. Provisional credit. If we credit your Account for an Entry, the credit is provisional until we receive final settlement. If we do not receive final settlement, we are entitled to debit your Account or any other accounts you own in whole or in part with us or our affiliate for the amount of the Entry. If there is any remaining shortfall, you will pay it immediately upon demand.

6. Rejected entries. We may reject an Entry or File if you do not comply with the terms of the ACH Rules and the Service Documentation, and we will attempt to notify you promptly so you may correct the problem. We will have no liability for rejecting an Entry or File or failing to provide notice of a rejection. If you ask us to repair an Entry or File, we will have no liability if we are unable to make the requested repair. You will pay all charges and expenses for any repair or attempted repair.

7. Cancellation, amendment, reversal. You have no right to cancel, amend or reverse an Entry or File after we receive it. If you do request that we cancel, amend or reverse an Entry or File, we may, in our sole discretion, attempt to complete the request. If we do not complete the request, we will have no liability and you will reimburse us for any expenses, losses or damages we incur.

8. Your duty to report erroneous or unauthorized entries. You will exercise reasonable care to determine whether an Entry we accepted was either erroneous or not authorized and to notify us of the relevant facts within a reasonable time not exceeding 14 days after you receive our notification that the Entry was accepted or that the Account was debited for the Entry, whichever is earlier. If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your Account or because of any other discrepancy in the notification.

9. Re-transmission of returned entries. We are not required to re-transmit a returned Entry or File to the ACH or Gateway Operator, or to take any further action on a returned on-us Entry.

10. Audit. You grant us ongoing access to your Files and the right to audit periodically your Files, ACH processes and controls so we can verify your compliance with the ACH Rules and this Service Description or any other Service Documentation.
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11. Warranties. We make certain warranties under the ACH Rules and other Applicable Law when you use this Service. You will reimburse us for any Losses we incur, including our reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty we make in connection with any of your Entries, except to the extent that the Losses resulted from our own gross negligence or intentional misconduct.

12. Indemnification. We indemnify certain persons under the ACH Rules when you use this Service. You agree to reimburse us and our Representatives for any Losses we incur, including our reasonable attorneys’ fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the Losses resulted solely from our own gross negligence or intentional misconduct. In addition, you will indemnify us and our Representatives from and against all Losses awarded against or incurred or suffered by us arising directly or indirectly from or related to any material breach of a representation, warranty, or covenant you provide regarding this Service.

13. Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate this Service immediately upon notice to you if we determine in our sole discretion: the number of returned debit Entries is excessive; you have breached a warranty provided under the ACH Rules or this Service or otherwise failed to comply with the ACH Rules.

14. Survival. Sections 3, 5, 6, 8, 9, 12 and 13 will survive termination of the Services.

Additional Terms and Service options

15. International Entries. This section contains additional terms that apply when you originate International Entries. a. General. You agree to comply with, and we will process each International Entry in accordance with:
i.
ii.

The laws and payment system rules of the receiving country of your International Entry, Any agreement we provide to you governing International Entries between us and the Gateway Operator we use to process the International Entry, and
iii. The ACH Rules.

If there is a conflict among these three areas, they will govern in the order listed above. b. Currency conversion. With respect to International Entries we agree to originate in a Foreign Currency, the currency conversion is governed by section 8 (Currency conversion) of the Master Agreement. For debit Entries, however, we use the Applicable Exchange Rate in effect at the time we receive the funds for settlement of the debit Entry rather than at the time we send (or execute) the debit Entry. If the debit Entry is returned to us, we may charge the applicable Account or any other of your accounts with us or our affiliate for the amount equal to the value of the returned debit Entry, after we have converted the Foreign Currency to the Account Currency at the Applicable Exchange Rate in effect when we process the returned debit Entry. We will not be liable for a sum in excess of the original amount of the debit Entry after conversion. c. Acts or omissions of third parties. We will not be liable for:
i. Any failure or delay by a Gateway Operator, any intermediary financial institution, or the financial institution designated to receive the International Entry in the receiving country in processing or failing to process any Entry we transmit to the receiving country, or ii. Any acts or omissions by a third party including the delay or failure of any third party to process, credit or debit any International Entry.

16. Third-party sender activities. This section contains additional terms that apply when you are a Third-Party Sender. a. General. Prior to originating any Entry on behalf of each customer or upon our request, you will:
i. Provide us with the information we require to understand the nature of your customer’s business, including the name, Taxpayer Identification Number, business activity and geographic location of your customer, and whether your customer is also a Third-Party Sender, 5 ACH & Related Services - Revised January 2, 2020
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Timely provide us with information we require for purposes of our registration of you or your customer as a Third-Party Sender in accordance with the ACH Rules (“Registration”) and supplemental Registration information requested by us, and
iii. Upon our request, obtain our written approval to originate or continue to originate Entries for that customer (which we may rescind upon written notice to you), and iv. Enter into a written agreement with that customer in which that customer agrees:

1. To assume the responsibilities of an Originator under the ACH Rules and to be bound by the ACH Rules,

2. Not to originate ACH Entries in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control,

3. To grant us ongoing access to audit the customer and any ACH Entry that it has transmitted to you for transmission to us, and

4. That we may at any time refuse to process an ACH Entry for that customer. b. Updates to registration information. You will timely notify us of any changes to information you provide to us for the Registration of you or your customer as a Third Party Sender. c. Representations and warranties. With respect to each of your customers for which you are originating transactions through us, you represent and warrant to us that you have conducted the appropriate due diligence to determine that:
i. Each customer is engaged in a legitimate business, and ii. The type, size and frequency of transactions that each customer is originating is normal and expected for the customer’s type of business.
d. Ongoing monitoring. You will use reasonable commercial standards to monitor each customer’s business and transactions on an ongoing basis, and notify us promptly if you identify any unusual activity by your customer. You will take appropriate actions with respect to the customer, including refusing to originate Entries for your customer.

17. Perfect NOC service. With our Perfect NOC Service, we maintain a database of Notifications of Change (each, a “NOC”) that we receive. We use this database to update your Entries in accordance with the Service options you select from time to time. We will notify you of each NOC we receive in connection with your Entries. Additional details about this Service are more fully described in the applicable User Guide.

18. MICR-split processing service.
a. With our MICR-Split Processing Service, if we determine that an RDFI for a debit Entry you sent is not an ACH participant (or as otherwise reasonably determined by us as appropriate), you authorize us to issue a preauthorized check (“PAC”) using the debit Entry data you provided. PACs are drawn upon the Receiver’s account with the applicable RDFI and deposited in your Account, but do not contain the signature of the Receiver. b. You represent and warrant to us that:
i. You have the appropriate authorization from each person owning the Receiver’s account shown in the debit Entry data, which remains effective when we issue the PAC, and ii. You are not a “telemarketer” for purposes of the Federal Trade Commission’s Telemarketer Sales Rule (16 C.F.R. Part 310).

19. Cash Concentration service. With the Cash Concentration Service, we originate debit Entries to move funds from your Remote Accounts into your Concentration Account. We make summary and detail level reports of your cash concentration transactions available to you through our Cash Concentration Reporting Service. Additional details about this Service and available service options are more fully described in the applicable User Guide. a. Options. You can choose from the following options:
i. Touchtone or online option. We originate debit Entries to collect funds from your Remote Accounts for the transfer amounts you specify based on deposit information entered for each location by touch-tone telephone or computer.
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Automated Cash Concentration option. We request account balances from the financial institutions holding the Remote Accounts. We calculate transfer amounts and originate debit Entries based on your specified target balances for the Remote Accounts and other transfer parameters you may establish. b. Representations and warranties. With respect to each debit Entry we originate on your behalf, you represent and warrant to us that:
i. The debit Entry is authorized,
ii. If you are using the Touchtone/Online option, the corresponding deposit input is accurate, and iii. If you are using the Automated Cash Concentration Option, you have authorized each financial institution holding a Remote Account to comply with our request for balance information. c. ACH deadlines. If by our applicable Cutoff Time (i) you do not complete your deposit inputs for the Touchtone or Online option or (ii) we are unable to obtain balance information for a Remote Account for the Automated Cash Concentration option, we will not be responsible for failing to meet the ACH deadlines to originate the debit Entries.
d. Automated Cash Concentration authorization. You authorize us in our own name or in your name, to request that each financial institution holding a Remote Account provide us or our designee with the account balance information each Business Day using any method specified by us.

ACH Fraud Filter Service

1. Description of service. With this Service, you can manage incoming ACH Entries in accordance with the ACH Rules.

Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules. You have the following options:
a. Stop option. This option stops all incoming ACH Entries you have not authorized in advance (and not set as preauthorizations). Entries stopped under the Stop Option will be returned to the ODFI as unauthorized. b. Review option. You review and decision each incoming ACH Entries (not set as preauthorizations) before the applicable cutoff time and select each Entry to be either paid or returned. Entries that you have selected for return under the Review Option will be returned to the ODFI as unauthorized and we will create a reversing adjustment to your Account. If you do not make a pay/return decision on an Entry prior to the applicable cutoff time, the Entry will be paid or returned based on the default action you specified. c. Additional criteria. You may also set up additional decisioning criteria, including limits and preauthorizations.

2. Echecks. You have the following options for incoming ACH Entries that have been converted from a check (Echecks). a. Stop option. All Echecks will be automatically stopped and returned to the ODFI as unauthorized. b. Post option. All Echecks will automatically post without your review. c. No additional criteria. Additional decisioning criteria, including limits and preauthorizations, are not available for Echecks.

3. Service restrictions. You agree to be bound by the ACH Rules for all Entries. Regardless of the Service options or other criteria you have in place, we may return any Entry in accordance with the ACH Rules and Applicable Law. We may also accept any Entry, Reversal Entry or adjustment in accordance with our obligations under the ACH Rules and Applicable Law. This Service does not apply to transactions between you and us. We may pay Entries which you have authorized us to originate against your Account (for instance, loan or credit card payments), whether or not you have included these in your decisioning criteria.

4. Termination. Upon termination of this Service, you will still have the right to return individual Entries in accordance with the ACH Rules and Applicable Law.
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Perfect Receivables® Service

1. Description of service. With this Service, you can elect options for posting and reporting information about ACH entries and wire transfers (each, a “Remittance”) that we post each Business Day to your Account(s). We provide a range of unique Wells Fargo payment identification codes (WPICs) that can be used to route Remittances to your Account and help you identify and post your receivables to the correct remitter.

2. WPIC restrictions.
a. You may not assign a WPIC to more than one remitter or reuse any WPIC numbers. b. If you cannot post the Remittance to your remitter in accordance with the WPIC information, you must return the Remittance.
c. We have the right to rescind any WPIC number or range of WPIC numbers at any time in our sole discretion. For example, we may do so if we consider it necessary to comply with Applicable Law. We will use reasonable efforts to notify you before rescinding any WPIC number unless we are prohibited from doing so by Applicable Law, or by our applicable policies and standards, as amended from time to time. When you receive notice of the rescission of any WPIC number, you will promptly notify the remitter assigned to the rescinded WPIC number that the WPIC number may no longer be used to receive Remittances. You will use best efforts to prevent the WPIC from being used to receive Remittances and will block or otherwise restrict access to funds received through a rescinded WPIC.

3. Processing of Remittances; chargebacks. Each Business Day, we will post to your Account all Remittances we receive prior to the Cutoff Time, except for Remittances we reject. Each credit to your Account for a Remittance is provisional until we receive final settlement for the Remittance. If we do not receive final settlement, we may debit your Account or any other account you own, in whole or in part, with us or any of our affiliates for the amount of the Remittance.

You will pay us immediately upon demand for any shortfall remaining after such chargeback.

4. Rejected Remittances. We may, but are not obligated to, reject a Remittance:
a. That does not contain all of the required information specified by us, b. If we suspect that you are not entitled to the Remittance, c. If at the time we receive the Remittance, you do not maintain an Account with us, the Service has been terminated, or we are not permitted by law to accept credits to any of your Accounts, or d. If you are in default under this Service Description or any other Service Documentation.

5. Reporting. Each Business Day, we will provide you with the information about Remittances posted to your Accounts through the communications channels you elect.

6. Violation of Applicable Law. You represent and warrant to us that you will not use the Service in a manner that could result in a violation of Applicable Law. You will provide us with the information we require to understand the nature of your use of the Service and grant us ongoing access to audit your compliance with Applicable Law. In addition to our other rights to terminate the Service under the Service Documentation, we may terminate the Service upon notice to you if we determine your use of the Service could result in a violation of Applicable Law.

WellsTAX® Payments Service

1. Description of service. With this Service, you can use our CEO® portal or a touch-tone telephone to request transfers from your Account (each, a “Transfer”) to pay your U.S. federal, state or other taxes specified from time to time in our User Guides. By using this Service, you authorize us to originate ACH credit Entries on your behalf to effectuate the Transfers. You agree to be bound by the ACH Rules, and also comply with applicable provisions of the ACH Service Description, which is incorporated by reference into this Service Description. 8 ACH & Related Services - Revised January 2, 2020
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2. Procedures for initiating transfers. You will deliver your requests for Transfers in accordance with the Service Documentation, including the User Guides. You agree to use the applicable Security Procedures for your Initiation Method (including access codes and passwords for touch-tone telephone initiation method) when you send Transfer requests to us.

3. Accuracy of data. You will provide us with the information necessary for us to inform the applicable government agency or entity of the tax payment within the time period required by any rule or regulation governing the payment.

You authorize us to rely on the accuracy of the information you have provided to us.

4. Transfer deadline. Any Transfer request delivered on any Business Day after the applicable Cutoff Time, or on a non- Business Day, will be deemed received on the following Business Day. You must deliver Transfer requests by the applicable Tax Transfer Deadline.

5. Authorized reporting agent. If you are a taxpayer required by federal law to make electronic Federal Tax Deposit (FTD) payments to the Internal Revenue Service (IRS) and submit FTD information through the U.S. Department of the Treasury’s Electronic Federal Tax Payment System (EFTPS), we will make your Transfers as FTD payments submitted through EFTPS, regardless of any other instructions from you. In performing the Service, we are acting as your authorized reporting agent. You authorize us to accept debit Entries from the IRS to make the Transfers, and to debit your Account for the amount of such payments.

6. Payment for Transfers. You authorize us to debit your Account before we process a Transfer. We may refuse to process a Transfer if the Transfer would exceed the available funds in the Account on the Tax Transfer Deadline.

7. Rejected Transfers. We also reserve the right to delay or reject any Transfer if we believe the Transfer may violate Applicable Law or if we believe the Transfer will present a risk to you and/or us, or for other reasons. If we do not accept a Transfer request or must delay making a requested Transfer, we will attempt to notify you.

8. No verification of Transfer Requests. We are under no obligation whatsoever at any time to verify any Transfer and will have no liability for failing to investigate or verify any Transfer request.

9. Confirmations. We will confirm each Transfer on your account statement or on any bank information reporting service that we provide you. You must immediately inform us of any Transfer that is incorrect or unauthorized.

10. Amendments and cancellations of transfer requests. You may cancel a Transfer request before the Cutoff Time if we have not processed the Transfer. After we have processed a Transfer, it cannot be canceled, amended or reversed.

11. Records, information and audits. You will verify the accuracy of all records and information regarding the Service or any Transfer and you will notify us immediately of any errors. Nothing in the Service Documentation will relieve you of:
a. Any responsibility imposed by law, regulation or contract with regard to the maintenance of records, or b. Any responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to your business.

12. Responsibility for paying taxes. Any interruption in the Service will not relieve you of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and we will have no liability to you for your failure in such circumstances to pay any tax.
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary
Account means your account(s) with us used in connection with the Service.

Account Agreement means the applicable account agreement governing the Account.

Account Currency is defined in section 8 (Currency conversion) of the Master Agreement.

ACH means Automated Clearing House.

ACH Rules means the Nacha Operating Rules and any applicable local ACH rules.

Applicable Exchange Rate is defined in section 8 (Currency conversion) of the Master Agreement.

Applicable Law is defined in section 3 (Changes to service) of the Master Agreement.

Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, “Business Day” means each day on we are open for business related to that Service.

CEO® portal means our Commercial Electronic Office® portal.

Concentration Account means your Account designated in the Concentration Account Services Set-up Form.

Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service.

Entry is defined in the ACH Rules.

File is defined in the ACH Rules.

Foreign Currency is defined in section 8 (Currency Conversion) of the Master Agreement.

Gateway or Gateway Operator is defined in the ACH Rules.

Initiation Method is defined in section 6 (Security procedures) of the Master Agreement.

International Entry means an Entry to an account outside the United States.

Item is defined in the Account Agreement.

Log-on Credentials is defined in section 9 (CEO portal) of the Master Agreement.

Losses means liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and court fees).

Master Agreement means the Master Agreement for Treasury Management Services.

NOC or Notification of Change is defined in the ACH Rules.

ODFI (Originating Depository Financial Institution) is defined in the ACH Rules. 10 ACH & Related Services - Revised January 2, 2020
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Originator is defined in the ACH Rules.

Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction).

RDFI (Receiving Depository Financial Institution) is defined in the ACH Rules.

Receiver is defined in the ACH Rules.

Remote Account means one or more accounts owned or controlled by you in the United States.

Representatives is defined in section 11(f) (Liability and indemnification) of the Master Agreement.

Reversal or Reversing Entry is defined in the ACH Rules.

Security Procedure is defined in the Product Enrollment Form and in section 6 (Security procedures) of the Master Agreement.

Settlement Date is defined in the ACH Rules.

Tax Transfer Deadline means a date at least one Business Day prior to the date the tax payment is due to the applicable tax authority.

Third Party Sender is defined in the ACH Rules.
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Check Disbursements and
Fraud Prevention Services
Service Description
Treasury Management Services
© 2019 Wells Fargo Bank, N.A. All rights reserved.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Table of contents
03 04
Introduction 09
09 10
Payment Authorization 13 Centralized Disbursements
Manager
Fraud Prevention and
Related Services
Account Reconciliation Plan
19 21
25 Payable Through Draft
Third Party Drafts
Glossary
Controlled Disbursement
Account04
07 Positive Pay
Reverse Positive Pay 13 Specialized Disbursements
Services

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The services (each a “Service”) covered by this Service Description are:

Fraud Prevention and Related Services
• Positive Pay Service
• Reverse Positive Pay Service
• Payment Authorization Service
• Account Reconciliation Plan Service
• Controlled Disbursement Account Service
Specialized Disbursement Services
• Centralized Disbursements Manager Service
• Payable Through Draft Service
• Third Party Drafts Service
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Services), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account(s) that you use for the Service (“Account”), e. The Product Enrollment Form (“Set-up Form”) (which contains set-up information for the service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Fraud Prevention and Related Services:

As further described in the Account Agreement, we offer certain Services to help reduce the risk of fraud, including the Services below.

Positive Pay Service

1. Description of service. With this Service you can instruct us to pay or return counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented to us for payment on the Accounts you enroll in this Service. For purposes of this Positive Pay Service Description, “Check” refers to each check presented for payment on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you. Except as otherwise provided in this Service Description, enrollment in our Account Reconciliation Plan Service is required.
a. Service summary. Each Business Day, either before or after posting the Check to your Account, based on the Service option you choose as described in section 1b below:
i. We electronically compare the serial number and numeric amount of each Check presented to us for payment before our Cutoff Time on the prior Business Day to your Check Issue Data (see section 2), ii. We will provide you with a report (“Exception Report”) of each Check that does not match your Check Issue Data (an “Exception Check”) (see section 4), iii. We review each Exception Check, and either correct or reverse and repost each Exception Check with errors that we can correct, depending on the Service option you choose as described in section 1b, iv. We will pay or return each Exception Check (see section 5), and v. We separately review each “directly-presented Check” (see section 8). b. Service options. You may enroll an Account in one of two options of the Service:
i. Perfect Presentment® Positive Pay. We electronically compare a Check to your Check Issue Data prior to posting the Check to your Account. Each Check with error(s) that we can correct, such as an encoding error, will be corrected, so that the Exceptions Report includes only unresolved Exception Checks. This option is offered only on an Account enrolled in our Controlled Disbursement Service. ii. Positive Pay and Positive Pay Only. We electronically compare a Check to your Check Issue Data after posting the Check to your Account. We then review each Exception Check, and reverse and repost each Exception Check with error(s) that we can correct, such as encoding errors, so that the Exception Report includes only unresolved Exception Checks. Enrollment in our ARP Service is not required for Positive Pay Only.

2. Check Issue Data. You will provide us with the Check Issue Data for all issued Checks, in the format, through the communications channel, and at the place we specify no later than our Cutoff Time. You will not distribute any Check before you have included the Check in the Check Issue Data you have provided to us. In performing this Service:
a. We will use only the Check Issue Data you provide to us, b. If the Check Issue Data includes a post-dated Check (a check you issue with a date in the future), we will not compare that Check against the Checks presented for payment on the Account until that date, and c. We will not accept Check Issue Data for Checks with an issue date more than forty-five (45) calendar days in the future.

3. Payment of Matching Checks. For each Matching Check, we will make final payment on the Check and charge the Check to your Account (subject to section 11).

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4. Notifying you of Exception Items; providing images. When we identify an Exception Check through our electronic comparison, we notify you through the Exceptions Report. This report is available on our CEO portal. We will use reasonable efforts to provide an image of any Exception Check (including a Holdover Exception Check) to you, but we will have no liability if we are unable to do so before the Decision Deadline. a. Holdover Exception Checks. This subsection applies when you have enrolled your Controlled Disbursement Account in our Perfect Presentment Positive Pay Service. A “Holdover Exception Check” is an Exception Check we identify after we prepare and transmit the Exceptions Report to you. We will use our best efforts to notify you by calling you at the number we have on file for you.

5. Decision Deadline. You will make your pay or return decision based on the information about the serial number and amount of the Exception Check in the Exceptions Report, and if you use our Payee Validation Service (see section 7), on any payee information we provide to you. a. Instructions before the Decision Deadline. If, before the Decision Deadline, you instruct us to pay or return an Exception Check, we will follow your instructions (subject to section 11). You will use the same communications channel to instruct us that we used to notify you of the Exception Check, except that if we included the Exception Check on the Exception Report we post on the CEO portal, you will use the CEO portal to communicate your instruction regarding the Exception Check to us. b. No instructions before the Decision Deadline. If you do not instruct us before the Decision Deadline regarding an Exception Check, we will process the Check in accordance with your Default Option. If we are unable to obtain your instructions prior to the Decision Deadline regarding a Holdover Exception Check described in subsection 4(a) we will process the Holdover Exception Check in accordance with your Default Option.

6. Default Options. Your “Default Option” is the action we take for each Exception Check listed in the Exceptions Report (see subsection 5) if you do not instruct us to pay or return it before the Decision Deadline (see subsection 5(b)). You may choose one of these Default Options:
a. “Return all.” We return the Exception Check to the bank of first deposit marked “refer to maker” even if you validly issued the Exception Check (and do not charge it to your Account). We recommend the “return all” Default Option because it reduces the risk of unauthorized Checks being paid on your Account (even though it may result in valid Checks being returned unpaid). b. “Pay all.” We charge the Exception Check to your Account. This Default Option presents a higher risk of unauthorized checks being paid on your Account. If you elect this Default Option, you assume full liability for any losses resulting from counterfeit, altered or Checks otherwise not validly issued as described in section 9 below.

7. Payee Validation Service.
a. Description of Payee Validation Service. When you enroll in our optional Payee Validation Service, we will do the following:
i. On each Check that is greater than the Payee Validation Threshold, we electronically compare the payee’s name on your check to your Check Issue Data. The “Payee Validation Threshold” is the dollar amount we choose above which we will perform the payee validation service. ii. If (1) there is a difference between the two names that is not within guidelines we establish, or (2) a notation or legend on the Check prevents the electronic comparison of the payee’s name, we will include the Check as an Exception Check in your Exceptions Report. iii. If you notify us you have incurred a loss as a result of an unauthorized alteration of the payee’s name, we will reimburse you for the face amount of any Check we pay under the Payee Validation Threshold except as provided below, provided that you notify us of your loss in writing within 3 years after the statement or Check is made available to you.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 NOTE: When you enroll in our optional Payee Validation Service, you are charged a per-Check fee for each Check presented on your Account during a monthly billing cycle. This fee is separately disclosed to you. The per-Check fee is assessed on each Check presented including without limitation Checks not exceeding the Payee Validation Threshold.
b. When we do not perform payee validation. We will not perform any payee validation review with respect to a Check if:
i. The Check is less than the Payee Validation Threshold, ii. The payee’s name on the Check is handwritten instead of machine-printed, iii. You fail to include the payee’s name on the Check in your Check Issue Data, iv. We do not receive your Check Issue Data for the Check before our Cutoff Time, or v. You request we add the payee’s name manually to Check Issue Data you have previously provided to us.
c. Exceptions to reimbursement. We will not reimburse you for losses resulting from an unauthorized alteration in the payee’s name if:
i. The Check with the unauthorized alteration is hand-written, or ii. We fail to identify an alteration or other discrepancy in the payee’s name because:

1. The payee name in your Check Issue Data did not exactly match the payee name on the Check, or

2. You used customized zone formatting.

8. Directly-presented checks. A “directly-presented Check” is a Check we receive for deposit or cashing at our branch or through another depository channel that may present higher risk. The risk is we may be required to make proceeds from a directly-presented Check available before you can review and make a timely decision on the directly-presented Check identified as an Exception Check in our Exceptions Report. When your Check Issue Data on file with us does not include a directly-presented Check, at the time we receive the Check we will:
a. Take those steps as we, in our sole discretion, determine are commercially reasonable, to review and accept the Check for deposit or cashing, or
b. Refuse to accept the Check for deposit or cashing.

We may vary these steps depending on the depository channel through which we receive a directly- presented Check. You may instruct us to exclude all directly-presented Checks from this process. In that case, each directly-presented Check will be considered a Matching Check, even if it is not included in your Check Issue Data on file with us at the time we receive it, and we will pay it without further inquiry.

9. Limitation of liability and indemnification.
a. Liability limit. We will pay each Check you have authorized us to pay as described in this Service Description (including each Matching Check) and each Check you are considered to have authorized us to pay (including each Check we pay according to your Default Option) without performing any Check verification procedure other than those procedures described with this Service Description. We will have no liability for paying a Matching Check or an Exception Check you are considered to have approved if:
i. There is an alteration in its serial number or amount, ii. It is counterfeit, bears a forged or unauthorized signature, or iii. It was otherwise not validly issued.
b. Indemnification. Each Check that we pay according to this Service Description will be considered properly payable, and each Check that we return as provided in this Service Description will be considered not properly payable. Without limiting the indemnification provisions contained in the other Service Documentation, you:
i. Indemnify and hold us harmless from any and all Losses that we may suffer or incur as a result of our payment or return of a Check at your instruction or otherwise according to sections 5 or 8 of this Service Description, and

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Release and forever discharge us from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which you have, or claim to have against us relating to the payment or return of any Check as provided in this Service Description.

10. Stop payment; cancel and void instructions; stale-dated Checks. a. You will not use this Service as a substitute for our stop payment service. You will follow our standard stop payment procedures described in the applicable Account Agreement if you wish to stop payment on a Check that was validly issued. You will use:
i. A cancel instruction only to delete an outstanding Check included in your Check Issue Data, and ii. A void instruction only to notify us that a Check included in your Check Issue Data has been destroyed and will not be re-issued.
b. Using notations or legends on a Check is not an effective stop payment order or void instruction. We will not be liable for failing to follow your cancel or void instruction for any Check on which we have made final settlement.
c. If you choose to use our “stale-dated” feature, we will return each Matching Check (other than a directly presented Check) that is dated past your specified stale-date, unless you instruct us to pay the Check.

11. Our right to return checks. Nothing in this Service description will limit our right to return any Check you have authorized us to pay as part of this Service if we determine that:
a. The Check is not properly payable for any reason (without us agreeing to, or being required to, make such determination in any circumstance), or
b. There are insufficient collected and available funds in your Account to pay the Check.

You agree that our determination not to pay a Check will not constitute wrongful dishonor of that Check.

12. Survival. Sections 4, 7, 9 , 10 and 11 will survive termination of Services.

Reverse Positive Pay Service

1. Description of Service. Our Reverse Positive Pay Service is an alternative to our Positive Pay Service that we provide to select customers, including customers that issue Drafts. The Reverse Positive Pay Service is required when you enroll in the Third Party Drafts or Payable Through Drafts Services. With this Service:
a. You can detect fraudulent Checks by reviewing information we provide to you each Business Day about Checks that have posted to your Account from the prior Business Day (“Paid Items Report”) (see section 2),
b. You can request we edit Checks that have posted incorrectly to your Account, c. If you have elected our Teller Match Service, we may perform a positive pay verification of certain directly-presented Checks (see section 3) as we determine in our sole discretion from time to time, and d. You can instruct us to return unauthorized Checks.

For purposes of this Reverse Positive Pay Service Description, a “Check” is a check, Draft or other paper instrument purportedly issued on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you.

2. Paid Items Report. Each Business Day, we will provide you with the Paid Items Report through our CEO portal or by other methods you may elect. Each Business Day, you will compare the Paid Item Report to your Check Issue Data and before the Decision Deadline, notify us through the CEO portal of any edit requests or return instructions for those Checks described on the Paid Items Report for that Business Day. You will include in your notification the serial number and amount of each Check you wish to edit and the reason for returning each Check you wish to return.

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3. Teller match service.
a. You may separately elect to have us perform a positive pay verification on certain directly-presented Checks, in which case the provisions in section 8 (Directly-presented Checks) of the Positive Pay Service Description are incorporated here by reference and shall apply and govern. If you enroll in this Service option, you will provide the Check Issue Data for each Check to us before you issue the Check. b. With respect to a directly-presented Check, we will have no liability to you for not performing:
i. Any positive pay verification, if we do not receive and have a reasonable amount of time to act on your Check Issue Data for the Check before we receive the directly-presented Check, or ii. Payee validation, if you fail to include the payee’s name in your Check Issue Data for the directly- presented Check.

4. Your failure to give us timely instructions. If we do not receive your edit requests and/or return instructions by the Decision Deadline on any Business Day, we will pay each Check described in the Paid Items Report for that Business Day, unless you have already instructed us by effective stop payment order to return that Check unpaid.

5. Checks to be paid; liability limit and indemnification. a. We will pay each Check you are deemed to have authorized us to pay in accordance with this Service Description without performing any further review of such Check. We will have no responsibility whatsoever for paying such a Check even if its serial number or amount is altered, it is counterfeit, bears forged or unauthorized signature, or is not validly issued. You waive and release us from and agree to protect us against any Losses resulting from a claim that such a Check was not properly payable. b. We will have no liability if you instruct us to return a Check (including without limitation a Check that is counterfeit, not validly issued or altered) but your instruction does not reach us in a time and manner affording us a reasonable opportunity to return the Check before we pay, accept, certify, cash or otherwise become obligated to pay the Check as provided in the Uniform Commercial Code. c. You will promptly reimburse us for any loss we incur when we make the proceeds from a Check available in accordance with Reg CC prior to our receipt of your instructions regarding the Check.

6. Edit requests and return instructions.
a. Edit requests. We reserve the right to deny any of your edit requests based on our evaluation of the edit request. We will not accept edit requests with respect to any Checks that you attempt to communicate to us by any means other than the CEO portal.
b. Return instructions. We reserve the right to decline your return instruction based on our evaluation of the return instruction. If your reason for returning a Check is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction.

7. Stop payment and our right to return Checks. Sections 10a and b (Stop payment and void instructions) and 11 (Our right to return Checks) of the Positive Pay Service Description are incorporated here by reference and shall apply and govern.

8. Survival. Sections 3, 5, 6 and 7 will survive termination of Services.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Payment Authorization Service
NOTE: If you have the ability to write checks on your Account, we recommend that you use the Positive Pay Services to prevent check fraud. You understand that the Payment Authorization Service does not provide the same level of protection as the Positive Pay Services. If you decide not to implement the Positive Pay Services, or you do not properly use it, you assume the risk of loss for unauthorized checks.

1. Description of service. With this Service you can set limits on paper Items that may be drawn on your Accounts based on the options you choose. You may also prevent any paper checks being paid on your Accounts by choosing to set the applicable limit to zero.

2. Available options.

Option Action we will take(on Product Enrollment Form)
We will automatically return unpaid Items drawn against the Account which are presented to us but exceed the "Maximum Check Amount Authorized" you provide us with. These Items are marked “Refer to Maker.”
Maximum Check Amount Authorized
We will refuse to cash checks drawn against the Account and presented to us through our branch network, if they exceed the "Maximum Check Cashing Amount” you specify.

We will refuse withdrawal requests against the Account which are presented to us through our branch network, if they exceed the "Maximum over the Counter Withdrawal Amount" you
specify.

Maximum Check Cashing Amount
Maximum over the Counter Withdrawal
Amount
We will refuse to cash checks drawn against the Account which are presented to us through our branch network, and which are made payable to an individual.

Checks to Individuals
Account Reconciliation Plan (ARP) Service

1. Description of Service. With our ARP Service, you can receive automated reporting to help you reconcile your Accounts. With this Service you can:
a. Receive Account information reporting, based on the Service options you select, b. Store information about Items you issue on your Accounts, and c. Process the information in accordance with the Service options that you elect in the Set-up Form. Our User Guide for the Service details the Service options.

2. Issued check information. If you elect our full ARP Service, each Business Day prior to the Cutoff Time, you will provide us with the Issued Check Information using the communication channel(s) you elect. For purposes of this Service Description, “Issued Check Information” is the issue date, serial number and dollar amount of each Item (as defined in the applicable Account Agreement) that you issue on your Account. If you elect our Deposit Location Reporting Service, you will provide us with a list of your location numbers and names and may amend the list from time to time by notifying us in writing.

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3. Stop payment orders. If you use the ARP Service to place a stop payment order on any Item, you understand that:
a. The Account Agreement governs the stop payment order, b. Each stop payment order is subject to our verification that the Item described in the stop payment order has not been paid, and
c. This verification may occur a minimum of ninety (90) minutes after the time you transmit the stop payment order to us.

Controlled Disbursement Account Service

1. Description of Service; required Accounts. The Controlled Disbursement Account (“CDA”) Service is available to select customers that qualify based on their credit and other considerations. With the CDA Service, you will establish and maintain:
a. One or more demand deposit accounts with us (each, a “Funding Account”), b. One or more checking accounts with us linked to a Funding Account (each, a “Disbursement Account”), and
c. The information reporting service specified by us (“Information Reporting Service”).

Each Funding Account and Disbursement Account and the Information Reporting Service will be identified in the Set-up Form for this Service. You will enroll each Disbursement Account in our Positive Pay Service. You will use each Disbursement Account solely to issue Checks, Drafts and electronic debits (each, a “Debit”) in accordance with this Service Description. You will not issue any Debits on any Disbursement Account until we notify you that such Disbursement Account is operational.

2. Determination of Total Net Presentment. Each Business Day by the Cutoff Time, we will make the Total Net Presentment for each Disbursement Account available to you through the Information Reporting Service.

The “Total Net Presentment” consists of the total dollar amount of:
a. Debits that have posted in the first and, if applicable, second presentment on that Business Day, and b. Adjustments to the Disbursement Account reported on our CD Summary report, including without limitation Debits posted after the last presentment on the prior Business Day (these Debits are referred to collectively as the “Prior Day Funding Adjustments”).

If the Total Net Presentment is not available to you through the Information Reporting Service by the Cutoff Time, we will have no liability, and you will estimate the Total Net Presentment.

3. Your obligation to deposit funds in Funding Account. a. Each Business Day before the Cutoff Time, you will deposit good and collected funds in your Funding Account so that the balance in the Funding Account, as determined in accordance with the Account Agreement, is sufficient to cover either:
i. The Total Net Presentment or your estimate of the Total Net Presentment, and ii. The total of any Debits that have been memo posted to your Disbursement Account before the Cutoff Time on the current Business Day as set forth in the intra-day composite report we make available to you.
b. If you fail to transfer funds as required in subsection 3(a) above or if such transfer was based on your estimate of the Total Net Presentment and such estimated amount was less than the actual Total Net Presentment, we may, at our sole option:
i. Advance to the Funding Account(s) sufficient funds to pay the Debits presented for payment on the Disbursement Account and transfer such funds to the Disbursement Account, or ii. Return Debits, in any order, unpaid (even though we may have previously established a pattern of paying such Debits).

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4. Transfer of funds to Disbursement Account. Each Business Day, we will:
a. Transfer from the Funding Account to the Disbursement Account the amount necessary to cover the Total Net Presentment as shown on the CD Summary Report for that Business Day, and b. Advance funds to the Disbursement Account in the amount sufficient to cover Debits that posted to Disbursement Account after the last presentment on that Business Day (and the amount advanced by us will be reported on the CD Summary Report for the next Business Day as the Prior Day Funding Adjustments).

5. Our obligation to pay debits. We will have no obligation to pay any Debit if the balance of good and collected funds in the Disbursement Account on which the Debit is drawn is not sufficient to cover the Debit at the time we make our payment decision.

6. Your agreement to repay our advances to Disbursement Account. You will unconditionally pay us on demand without setoff or counterclaim in good and collected funds the full amount of any advance we make pursuant to sections 3 and 4 plus our fees and costs incurred in connection with such advance.

7. Security interest. As security for the Obligations, you pledge to us, and grant us a lien on and a security interest in, the following property and all proceeds thereof (collectively, the “Collateral”) as security for the prompt satisfaction of the Obligations:
a. Each Funding Account, each Disbursement Account, and all of your other accounts with us and our affiliates, and
b. Any of your property now or at any time delivered, conveyed, transferred, assigned, pledged or paid to us in any manner whatsoever.

Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or powers under any agreement between us. Upon our request, you will sign and deliver to us, any security, control or other agreements and documents as we determine are necessary or desirable (in our sole opinion) to grant us or perfect our security interest in the Collateral. At the time any Obligation becomes due and payable, we may apply or dispose of any and all Collateral, received or to be received, at any time or place, for any price and upon terms and conditions as we determine. We may apply the amounts on deposit or net proceeds of the sale or other disposition (together with any sums credited by or due from us to you), to the payment of the Obligations, all without prejudice to our rights with respect to any portion of the Obligations which remain unpaid. You expressly waive any right to require us to make any presentment or demand, or give any notices of any kind, including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. If we are required by Applicable Law to give you reasonable notice before the sale or other disposition of Collateral, that requirement is met if notice is given at least 5 calendar days before the date any sale, application or other disposition will be made. Our rights and remedies under any agreements between us or instruments signed by you in our favor are in addition to, and not exclusive of, any other rights or remedies we have under Applicable Law.

8. Fraud prevention. Enrollment in one of our Positive Pay Services is required for enrollment in this Service.

You acknowledge there is a growing risk of losses resulting from unauthorized Items. You recognize that Controlled Disbursement Service customers are especially susceptible to losses from unauthorized checks.

You are aware that we offer an additional service known as ”Payee Validation,” which is an effective means of controlling risk from counterfeit checks, altered checks and certain other types of fraudulent checks. We have advised you that if you do not enroll in and properly use our Payee Validation Service, we will be unable to prevent losses from counterfeit, altered and certain other types of fraudulent checks and you will be treated as having assumed the risk of these losses.

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9. Liability and indemnification. In addition to the liability and indemnification provisions in the Master Agreement, we will not be liable for any Losses paid, suffered or incurred by you, and you will indemnify us from and hold us harmless against any Losses that we suffer or incur, arising directly or indirectly and relating to:
a. Your performance or failure to perform your obligations in accordance with this Service Description, b. Us acting on any information you provide us in any Service Documentation or otherwise, c. If we return any Check unpaid because you have not deposited good and collected funds in the Funding Account related to the Disbursement Account on which a Debit is drawn sufficient to cover the Total Net Presentment,
d. Our dishonor and return of any Debit unpaid if you issue the Debit before we notify you the Disbursement Account on which it was drawn is operational, e. Our nonpayment of a Debit, unless the nonpayment results directly and proximately from our gross negligence or willful misconduct,
f. If any Debit fails which has not been tested and approved by us to satisfy our check specifications, our late return of that Debit and any presentment-related problem resulting from the failure of that Debit, g. Except as otherwise provided in the Positive Pay, Reverse Positive Pay, ARP, Payable-Through Draft or Third-Party Draft Service Descriptions, if we provide you with one or more of these Services, our payment of any Check or Draft for which there is an alteration in serial number or amount, is counterfeit, bears a forged or unauthorized signature, or is otherwise not validly issued, or h. The exercise of our rights or the performance of our obligations in accordance with this Service Description or the Positive Pay, Reverse Positive Pay, ARP, Payable-Through Draft or Third-Party Draft Service Descriptions, if we provide you with one or more of these Services.

10. Termination. In addition to our right to terminate this Service under the Master Agreement, we may terminate this Service and close the Funding Account and Disbursement Account immediately upon sending you written or oral notice (confirmed in writing) of such action if:
a. You fail at any time to fund the Funding Account as required in this Service Description, b. A lawsuit or other proceeding is commenced by any federal or state agency alleging, or we receive an opinion of counsel, that this Service or any material term or condition of this Service Description violates any law or regulation, or
c. You default in your obligations under the other Service Documentation or under any other agreement or instrument signed by you in our favor including without limitation any loan agreement or promissory note.

Upon termination of this Service, you will, in accordance with our instructions, stop issuing Debits on the Disbursement Accounts, and we will close the Disbursement Accounts and stop processing Debits. You will continue to be liable for all Debits issued on the Disbursement Accounts prior to termination and for all Debits we are obligated to pay.

11. Survival. Sections 2 and 5 – 9 will survive the termination of this Service.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Specialized Disbursements Services
Centralized Disbursements Manager Service

1. Your relationship to clients. You have represented to us that you function as claims administrator, property manager, or accounts payable administrator with respect to your clients (each individually a “Client” and collectively, “Clients”), who may be (i) insurance companies or business organizations maintaining a program of self-insurance, (ii) owners of commercial real property, or (iii) other business organizations with a need for administrative services related to accounts payable and other disbursements. The services you provide to your Clients may include (without limitation) evaluation, resolution, and/or payment of claims or other types of accounts payable on behalf of your Clients, facilitating the funding of payments related to claims or other accounts payable, and reconciliation and reporting with regard to the payment process.

2. Centralized Disbursements Manager (“CDM”) desktop. You will interact with our electronic system for operating the Service through our “CDM Desktop” function, which you will access through the applicable treasury management services internet portal maintained by us.

3. Account structure. To facilitate your disbursement and payment funding activities on behalf of your Clients, you will establish and maintain with us, in your name and taxpayer identification number: (i) a zero-balance controlled disbursement account against which all checks you issue on behalf of your Clients will be drawn (“Disbursement Account”), (ii) a master account linked to the Disbursement Account for the purpose of funding payment of items presented against the Disbursement Account (“Master Funding Account”), (iii) at your option, one or more accounts linked to the Master Funding Account and associated with an individual Client for the purpose of funding disbursements for the benefit of such Client (each an “Individual Client Funding Account”), (iv) an account against which exception items that you instruct us to pay are to be temporarily posted (“Default Account”), and (v) one or more accounts to serve as recovery, refund or adjustment-related transactional accounts; alternative funding sources for payment of checks when the appropriate Individual Client Funding Account lacks adequate funds; or for electronic payment settlement (each, a “Recovery Account”).

4. Accounts for the benefit of individual clients. At your option, you may open one or more Individual Client Funding Accounts in your name, each for the benefit of an individual Client, in a way that permits the Client’s taxpayer identification number to be associated with the Account for tax reporting or other purposes. This type of Individual Client Funding Account is referred to herein as a “Beneficial Owner Account”, and may be used for the broader purposes of receiving, holding, managing and/or disbursing Client funds. Beneficial Owner Accounts must be non-interest-bearing. For each Beneficial Owner Account that you open, you represent and warrant to us that you have valid and proper authorization from the applicable Client to open the Account for the benefit of such Client, and to receive, hold, manage and/or disburse funds in such Account. In no event will any Client be considered a party to, or a third party beneficiary of, this Service Description or the Master Agreement.

5. Client profiles. For each Client for which you make disbursements, you will establish and maintain through the CDM Desktop an electronic client profile (each a “Client Profile”). As part of each Client Profile, you will assign the applicable Client a unique alpha/numeric identifier (a “Client ID”) no more than ten characters in length. We will electronically associate each Client ID with an Individual Client Funding Account to facilitate funding of disbursements from the proper funding source.

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6. Client set-up forms. For each Individual Client Funding Account you open under the Service (including each Beneficial Owner Account), you will, prior to opening the Account, deliver to us a form (each a “Client Set-up Form”) in a format approved by us, containing information about the Client for whose benefit Company is opening the Account, including, without limitation, the Client’s name, physical address (including zip code, and country, if other than the United States), taxpayer identification number, and business type. If we determine at any time that we do not have a Client Set-up Form for a particular Account, you will upon our request promptly cause such a form to be prepared and forwarded to us.

7. Delivery of W-9 or W-8 forms. For each Individual Client Funding Account you open under the Service, you will, prior to opening the Account, deliver to us an original Internal Revenue Service Form W-9, “Request for Taxpayer Identification Number and Certification” (each a “W-9 Form”) or Form W-8BEN, “Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding” or other appropriate W-8 series form (each a “W-8 Form”), properly completed and executed by (i) the Client for whose benefit you are opening the Account, or (ii) if the Client lacks legal capacity to execute the W-9 Form or W-8 Form, by an individual whom the appropriate taxing authority and applicable law recognizes as being authorized to execute a W-9 Form or W-8 Form on the Client’s behalf (an “Authorized Representative”). You represent and warrant that each W-9 Form or W-8 Form which you deliver to us in relation to an Account has been duly and lawfully executed by the Client for whose benefit the Account is opened or an Authorized Representative of such Client. If we determine at any time that we do not have a W-9 Form or W-8 Form for a particular Client, you will upon our request promptly cause such a form to be prepared and forwarded to us.

8. Disbursements by check; use of Positive Pay. All checks you issue in payment of claims or other obligations on behalf of your Clients (“CDM Checks”) must be drawn on the Disbursement Account, which will be a controlled disbursement account governed by our standard Controlled Disbursement Service Description.

You may not draw checks, or authorize the drawing or presentment of checks, drafts or other instruments against any of the Accounts other than the Disbursement Account or the Recovery Accounts. You must at all times use our Positive Pay Service in connection with the Disbursement Account. Your use of our Positive Pay Service will be governed by our Positive Pay Service Description and other documentation in effect from time to time with respect to that Service.

9. CDM check issuance; Issue Files. You must identify and describe each CDM Check you issue in an electronic issue file (each an “Issue File”), which you must transmit to us in connection with the CDM’s Check issuance.

You must create and transmit each Issue File to us in compliance with our published standards for creation and transmission of issue files for use with the Service. You must include in each entry for a CDM Check listed in a particular Issue File (each an “Issue Record”) the appropriate Client ID for the Client on whose behalf you issued the CDM Check. You agree that you will not mail, transmit, send, deliver or otherwise issue or distribute any CDM Check until you have properly transmitted to us an Issue File containing the corresponding Issue Record for that check. We will compile the information in each Issue File and incorporate that information in our cumulative CDM data base of issued and outstanding CDM Checks (the “Issue File Data Base”).

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10. Presentment and payment of CDM checks. Upon presentment of a check against the Disbursement Account, we will, as part of our Positive Pay Service, compare certain data fields on such item with certain information in the Issue File Data Base. If we identify the item as a CDM Check that matches a corresponding Issue Record in the Issue File Data Base (a “Matching Check”), we will ascertain the Client ID accompanying the Issue Record. To the extent that the Individual Client Funding Account associated with the Client ID contains sufficient collected and available funds to pay all Matching Checks presented on the same Business Day which are associated with the same Client ID, we will pay all such Matching Checks. We will cause the applicable Individual Client Funding Account to be debited, with the resulting credit made to the Master Funding Account. To the extent that the Individual Client Funding Account associated with the Client ID does not contain sufficient collected and available funds to pay all Matching Checks associated with such Client ID which are presented on the same Business Day, we may, in our sole discretion (i) return all such Matching Checks unpaid, unless specific alternative funding arrangements have been made between you and us in advance, or (ii) pay such Matching Checks and cause the applicable Individual Client Funding Account to be overdrawn in the amount of the shortfall. Any overdraft on an Individual Client Funding Account is immediately due and payable from you to us.

11. Default Account. If, after comparison with the Issue File Data Base, a presented item cannot be associated with an Issue Record, but you nevertheless instructs us to pay the item, we will cause the item to be posted to the Default Account. For each item posted to the Default Account that causes the Default Account to become overdrawn, you will promptly provide us with instructions via CDM Desktop or in the form of an Issue Record incorporated in an Issue File, to repost the item to an Individual Client Funding Account.

12. Minimum balance requirement for Recovery Accounts. You must at all times maintain in one or more Recovery Accounts an aggregate balance of collected and available funds which equals or exceeds the aggregate amount of negative balances, if any, maintained in Individual Client Funding Accounts and the Default Account. Any positive balances maintained in any Individual Client Funding Accounts and/or the Default Account are expressly excluded from this calculation. We may return unpaid any CDM Checks presented for payment against the Disbursement Account during any period in which you fail to maintain the balance requirement set forth in this section 12. We may at any time, in our sole discretion, set off some or all of the balances in the Recovery Accounts against any negative balances in any Individual Client Funding Accounts or the Default Account.

13. Funding basis. Each Issue File, as it pertains to each Client on whose behalf you issue CDM Checks, will be funded on either an “Issue Funding” basis or a “Presentment Funding” basis. You must identify the funding basis for each Client as part of the Client Profile for such Client. Once the funding basis for a particular Client has been established, you agree that it will not be changed without our written consent. a. Issue Funding Basis. If you are funding the Issue File for a particular Client on an Issue Funding basis, then the funding of the corresponding Individual Client Funding Account is determined with reference to our receipt of each Issue File from you that pertains to the Client. b. Presentment Funding Basis. If you are funding the Issue File for a particular Client on a Presentment Funding basis, then the funding of the corresponding Individual Client Funding Account is determined with reference to presentment against the Disbursement Account of items related to the Client.

14. Funding method. You will fund each Individual Client Funding Account by using one of the funding methods set forth in this section 14. The process of funding by any of these funding methods will be governed by the Master Agreement, this Service Description and other Service Documentation. YOU WILL NOT, AT ANY

TIME OR UNDER ANY CIRCUMSTANCES, FUND OR PERMIT FUNDING OF ANY INDIVIDUAL CLIENT

FUNDING ACCOUNT, IN WHOLE OR IN PART, BY MEANS OF A CASH DEPOSIT OR A DEPOSIT MADE BY A THIRD PARTY. Each Client Debit account must be owned by your Client. As used in this section 14, the term “Funding Day” has the meaning given to it in section 15.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 a. ACH Debit Entries. You may use ACH debit entries to debit the account of the corresponding Client with us or at another financial institution (“Debit Account”). If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Client’s Debit Account to enable us to generate an ACH debit entry from the Debit Account. Provided that we have adequate information about the Debit Account, we will transmit an ACH debit entry file to the designated receiving depository financial institution through the applicable clearing house channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the debit entry file will be created and transmitted on the next Funding Day. You authorize us to create and transmit each such debit entry file, and represent and warrant to us that each debit entry created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of an ACH debit entry must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the file containing such ACH debit entry. b. ACH credit entries. You may use ACH credit entries to transfer funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution. Provided that we have adequate address information about the Client on whose behalf the Individual Client Funding Account is maintained, we will transmit an automatic ACH credit entry funding notice, by e-mail and/or fax at your option, to you and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the funding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the funding notice. c. Wire credit transfers. You may use wire credit transfers to transfer of funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution.

Provided that we have adequate address information about the Client on whose behalf the Individual Client Funding Account is maintained, Bank will transmit an automatic wire credit transfer funding notice, by e-mail and/or fax at your option, to Company and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the funding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the same day we transmit the funding notice.
d. Drawdown wires. You may use drawdown wires to debit the Debit Account. If you use this funding method, prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Client’s Debit Account to enable us to generate a drawdown wire from the Debit Account. Provided that we have adequate information about the Debit Account, we will cause a drawdown wire to be automatically initiated and transmitted to the designated depository financial institution through the applicable channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if such day is not a Funding Day, then the drawdown wire will be initiated on the next Funding Day. You authorize us to create and transmit each drawdown wire, and represent and warrant to us that each drawdown wire created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of the drawdown wire must be received in the applicable Individual Client Funding Account on the same day we initiate the drawdown wire.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 e. Internal book transfers. You may use internal book transfers to debit the Debit Account, so long as the Debit Account is maintained with us. If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about such Client’s Debit Account to enable us to generate an internal book transfer from the Debit Account. Provided that we have adequate information about the Debit Account, we will cause an internal book transfer to be initiated from the Debit Account on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if Company is using a Presentment Funding Basis for the Client. However, that if that day is not a Funding Day, then the internal book transfer will be initiated on the next Funding Day. You authorize us to initiate and execute each such internal book transfer, and represent and warrant to us that each internal book transfer initiated using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of the internal book transfer must be received in the applicable Individual Client Funding Account on the same day we initiate the internal book transfer.

15. Funding Frequency. You will fund each Individual Client Funding Account according to one of the funding frequency options set forth in this section 15. Each day on which funding is to occur under a particular funding frequency option is hereinafter referred to as a “Funding Day.” a. Daily funding. Under the “Daily Funding Frequency Option”, funding will occur (i) each day that we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) each day on which one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. b. Weekly funding. Under the “Weekly Funding Frequency Option”, funding will occur once a week, on the same day of the week as you select.
c. Monthly funding. Under the “Monthly Funding Frequency Option”, funding will occur one day each month, on either (i) the same numeric day of the month, or (ii) the first or last day of the month, as you select.
d. Semi-monthly selected date funding. Under the “Semi-Monthly Funding Frequency Option”, funding will occur twice each month, on the same two numeric days, as selected by you. e. P.A.L. funding. The “P.A.L. Funding Frequency Option” is only available for accounts you are funding on an Issue Funding Basis. Under this option, funding will occur each time an aggregate dollar amount of items accumulates within one or more Issue Files, with a dollar limit you specify. f. Threshold funding. The “Threshold Funding Frequency Option” is only available for accounts you are funding on a Presentment Funding Basis. Under this option, funding will occur each time an aggregate dollar amount of items is presented for payment in relation to a particular Client, with a dollar limit you specify.

16. Supplemental funding days. You may, at your option, establish one or more additional Funding Days that supplement the funding frequency options chosen for a particular Client under section 15 above. Each additional funding day may be designated as either a “Clean-up Date” or “End-of-Contract Date”, depending on the purpose of the supplemental funding. Funding on each supplemental Funding Day will take place according to the Funding Basis and Funding Method previously selected for the applicable Client.

17. Right of setoff. In the event that any negative balance is maintained in an Individual Client Funding Account or the Default Account, whether created by action of you or us, we may at any time, and without prior notice to you, set off the amount of such negative balance against funds on deposit in any Recovery Account or any other deposit account you maintain with us; provided, however, that we may not set off against any other Individual Client Funding Account.

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18. Security interest in Recovery Accounts. As security for the Obligations, you grant us a security interest in and lien on the Recovery Accounts, and all amounts from time to time on deposit in, or withdrawable from, the Recovery Accounts (the “Collateral”). Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or powers under any agreement between us. Upon our request, you will sign and deliver to us, any security, control or other agreements and documents as we determine are necessary or desirable (in our sole opinion) to grant us or perfect our security interest in the Collateral. At the time any Obligation becomes due and payable, we may apply or dispose of any and all Collateral, received or to be received, at any time or place, for any price and upon terms and conditions as we determine. We may apply the amounts on deposit or net proceeds of the sale or other disposition (together with any sums credited by or due from us to you), to the payment of the Obligations, all without prejudice to our rights with respect to any portion of the Obligations which remain unpaid. You expressly waive any right to require us to make any presentment or demand, or give any notices of any kind, including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. If we are required by Applicable Law to give you reasonable notice before the sale or other disposition of Collateral, that requirement is met if notice is given at least 5 calendar days before the date any sale, application or other disposition will be made. Our rights and remedies under any agreements between us or instruments signed by you in our favor are in addition to, and not exclusive of, any other rights or remedies we have under Applicable Law.

19. Account closure or debit block. We reserve the right to either close or place a debit block on any Individual Client Funding Account which, in our sole judgment, is subject to repeated overdrafts or overdrafts of an excessive amount, or in the event that the Client associated with such Account is subject to a bankruptcy proceeding or makes a general assignment for the benefit of creditors.

20. Business Associate Agreement. If you are an organization that performs any function or activity involving the use, transmission, or disclosure of individually identifiable health information, you and we must enter into a Business Associate Agreement (addressing certain requirements of Subtitle F of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations) in form and substance satisfactory to us.

21. Compliance with Applicable Laws. You represent, warrant, and covenant to us that you will at all times comply with all Applicable Laws governing the receipt, holding, management and/or disbursement of funds in any Beneficial Owner Account.

22. Indemnification. You agree to indemnify, defend, and hold us harmless from and against any and all Losses which we suffer or incur as a result of or in connection with (i) your failure to have proper authorization to act on behalf of any Client, (ii) any Client Set-up Form or related information you provide to us which is incomplete or erroneous, and (iii) your failure to comply with Applicable Laws governing the receipt, holding, management and/or disbursement of funds for the benefit of Clients.

23. Ownership dispute. In the event that any Client asserts ownership rights to an Account held for the benefit of such Client, or any of the funds therein, then absent the mutual written consent of both you and the Client to dispose of the Account and related funds, we reserve the right, in its sole discretion, to suspend all activity on that Account and to interplead the funds into court.

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24. Termination. Unless terminated sooner in accordance with the terms of the Master Agreement or this Service Description, this Service Description and the Service will continue in effect until terminated by either party upon ninety (90) days prior written notice to the other party. We may terminate the Service following notice to you (i) if you breach any material provision of the Master Agreement or this Service Description and fail to cure the breach within fifteen (15) days after we give notice of the breach, or (ii) notwithstanding the foregoing, if you fail at any time to maintain the minimum balance in the Recovery Accounts required under section 12 of this Service Description. Termination of the Service will not affect your or our rights with respect to transactions which occurred before termination.

25. Survival. Sections 4, 10, 12, 14, 17- 19, 22- 24 will survive termination of the Services.

Payable Through Draft Service

1. Description of Service. With this Service, we provide you with information about payable-through Drafts that are purportedly drawn on you and received by us so that you can determine if you will pay, edit or dishonor each Draft.

2. Requirements for Draft stock. You will ensure each Draft contains:
a. The legend “PAYABLE THROUGH WELLS FARGO BANK, N.A.”; and b. Our routing number on the MICR line of the Draft. You will also comply with all other requirements we communicate to you. You will not issue any Draft until we notify you that your Draft stock meets our specifications.

3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff Time. We will electronically present you with a report or transmission (“Activity Report”) containing the serial number and amount of each Draft available to you through your chosen information reporting service.

No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur.

4. Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available to you through our CEO® portal. If for any reason we cannot make an electronic image of a Draft available to you, you remain solely responsible for determining whether a Draft described in each Activity Report is an Unauthorized Draft.

5. Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of Drafts you issue. We have no obligation to honor any Draft if you do not have immediately available funds in your Account sufficient to cover the full amount of the Draft. If an arbitrator or a court determines a Draft has been paid under circumstances that we incur any liablility for the Draft under Applicable Law or any agreement having the force of law, you will pay us on demand for the amount of the Draft.

6. Decisioning. You must notify us of any presented Draft that is to be edited (section 8 [Edits to Drafts]) or dishonored (section 9 [Drafts to be dishonored]) by the Cutoff Time on the next Business Day following the Business Day on which we made the Activity Report available to you (“Decision Deadline”). You will notify us through our CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of dishonor instructions only, through a means acceptable to us. If we do not receive your edit requests or dishonor instructions by the applicable Decision Deadline, you will be deemed to have instructed us to pay each Draft described in the Activity Report(s) for that Business Day, and you will be obligated to pay the amount of each Draft..

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7. Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in accordance with section 10, will be provisional and subject to revocation by:
a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or b. Us at any time before midnight of the day we presented the Draft to you.

8. Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the Activity Report(s) for any current Business Day. You will notify us of each edit request by means acceptable to us. We may deny your edit request based on our evaluation.

9. Drafts to be dishonored.
a. General. We are subject to requirements regarding the return of Drafts under Applicable Law, including the requirement to provide notice of a dishonored Drafts. We may be liable for the amount of the Draft and other damages if we do not meet these requirements. You are solely responsible for dishonoring any Draft including any Unauthorized Draft. If you decide to dishonor any Draft we present to you, you will notify us prior to the Decision Deadline in accordance with the Reverse Positive Pay Service Description. b. Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we suffer or incur as a result of our dishonor of a Draft in accordance with your notice to us. Any payment or other settlement of a Draft will be provisional and can be revoked by:
i. You, if you direct us to dishonor a Draft before the Decision Deadline, and ii. Us, at any time before midnight of the first Business Day after the day we presented the Draft to you.

To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft. c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction.

10. Draft Cashing. We offer a Draft Cashing Service (see our User Guide for more information). If you enroll in this Service, you waive any rights to dishonor or issue an edit request with respect to any Draft we cash at our teller line.

11. Liability and Indemnification.
a. Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising out of or relating to:
i. (1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to meet any requirement to which section 9 (Drafts to be dishonored) of this Service Description refers, (4) our payment of an Unauthorized Draft, or (5) our exercise of our rights, or our performance of our obligations, in accordance with this Service Description, ii. A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), iii. Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an electronic check is created, if the loss is due to the check having already been paid, and iv. If we transfer or present an “electronically-created item” and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against Losses that result from the fact that:

1. The electronic image or electronic information of the electronically-created item is not derived from a paper check,

2. The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and

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3. A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically-created item in such a way that the person is asked to make payment based on an item or check it has paid.
“Electronically-created item” means an electronic image that has all the attributes of an electronic check or electronic returned check but was created electronically and not derived from a paper check. “Image Quality Warranty” means our guarantee that the electronic image of the check accurately represents all of the information on the front of the check as of the time the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check. “No Double Debit Warranty” means our guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid.

When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term “check” and “electronically created item” includes a Draft.
b. Unauthorized Draft. With respect to each Draft, we:
i. Will be deemed to be a collecting bank and not a drawee bank, and ii. Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC.

In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys’ fees and legal expenses, which we may incur as a result of such action. c. Delayed Return. You are responsible to any party that incurs a loss in connection with a Draft, if:
i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from:

1. The failure of any Draft to meet our draft specifications (section 2), or

2. Material appearing on the back of the Draft when it was issued by you including without limitation carbon blanks, blacked-out areas and printed or written text or numbers.

12. Survival. Sections 3, 4, 6, 9, 10, and 11 of this Service Description will survive termination of the Service.

Third Party Drafts Service

1. Description of Service. You provide draft stock to your customers (each, a “third party”) that issue third party drafts. With this Service, we will provide you with a controlled disbursement service for third party drafts. You will establish and maintain:
a. One or more demand deposit accounts with us (each, a “Funding Account”), and b. One or more demand deposit accounts with us (each, a “Disbursement Account”), each of which is linked to a Funding Account and assigned to one of our controlled disbursement end points (each, an “End Point”).

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2. Requirements for Draft stock. You will ensure each Draft contains:
a. The legend “PAYABLE THROUGH WFB, N.A.”; and
b. Our routing number on the MICR line of the Draft. You will also comply with all other requirements we communicate to you. You will not provide Draft stock to any third party until we notify you that your Draft stock meets our specifications.

No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur.

6. Decisioning. You must notify us of any presented Draft that is to be edited (section 8) or dishonored (section 9) by the Cutoff Time on the next Business Day following the Business Day on which we made the Activity Report available to you (“Decision Deadline”). You will notify us through our CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of dishonor instructions only, through a means acceptable to us. If we do not receive your edit requests or dishonor instructions by the applicable Decision Deadline, you will be deemed to have instructed us to pay each Draft described in the Activity Report(s) for that Business Day, and you will be obligated to pay the amount of each Draft that is not timely returned by us.

7. Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in accordance with section 10 [Draft cashing], will be provisional and subject to revocation by:
a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or b. Us at any time before midnight of the day we presented the Draft to you.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 b. Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we suffer or incur as a result of our dishonor of a Draft in accordance with your notice to us. Any payment or other settlement of a Draft will be provisional and can be revoked by:
i. You, if you direct us to dishonor a Draft before the Decision Deadline, and ii. Us at any time before midnight of the first Business Day after the day we presented the Draft to you.

To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft. c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not consitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudlent transaction.

10. Draft cashing. We, or an affiliate, will not cash any Draft presented for encashment at our teller line, except at our own discretion.

11. Liability and indemnification.
a. Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising out of or relating to:
i. (1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to meet any requirement to which section 9 (Drafts to be dishonored) of this Service Description refers, (4) our payment of an Unauthorized Draft, or (5) our exercise of our rights, or our performance of our obligations, in accordance with this Service Description, ii. A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), iii. Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an electronic check is created, if the loss is due to the check having already been paid, and iv. If we transfer or present an “electronically-created item” and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against Losses that result from the fact that:

1. The electronic image or electronic information of the electronically-created item is not derived from a paper check,

2. The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and

When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 bank, and the drawer. When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term “check” and “electronically created item” includes a Draft.
b. Unauthorized Draft. With respect to each Draft, we:
i. Will be deemed to be a collecting bank and not a drawee bank, and ii. Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC.

In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys’ fees and legal expenses, which we may incur as a result of such action. c. Delayed return. You are responsible to any party that incurs a loss in connection with a Draft, if:
i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from:

1. The failure of any Draft to meet our draft specifications (section 2), or

2. Material appearing on the back of the Draft when it was issued by you including without limitation carbon banks, blacked-out areas and printed or written text or numbers.

12. Anti-money laundering and sanctions controls. While this Service Description is in effect, you will:
a. Be solely responsible for monitoring, interpreting and complying with all laws, regulations, judicial and administrative decisions, and executive orders that apply to you as a provider of accounts to your customers on which Drafts are issued, including the U.S. anti-money laundering and anti-terrorist financing (“AML”) and sanctions laws and regulations;
b. Maintain policies and procedures to reasonably ensure compliance with applicable provisions of the U.S.

AML laws and regulations, including but not limited to the USA PATRIOT Act (“PATRIOT Act”), and regulations promulgated by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury;
c. Where you qualify under section 314(b) of the PATRIOT Act, maintain an effective notice with FinCEN evidencing your intent to engage in information sharing pursuant to section 314(b) of the PATRIOT Act; d. If subject to the PATRIOT Act, maintain policies and procedures that include a risk assessment of its products and services, designate a Board-approved AML Compliance Officer responsible for overseeing the components of the AML Program, and include processes for training, monitoring of Drafts, recordkeeping and reporting;
e. Provide copies of your policies, procedures and practices designed to comply with this section 12, as we may request from time to time; and (b) upon our request and sole expense, allow us, or our designee, to make such on-site visits to you as we deem necessary or appropriate to review your policies, procedures and practices designed to comply with this section 12; and f. Work with us in good faith to minimize the number of on-site visits and to limit the impact of the on-site visits on your business.

13. Survival. Sections 3, 4, 6, 9, 10 and 11 of this Service Description will survive termination of the Service.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary
Account Agreement means the applicable account agreement governing your Account.

Applicable Law is defined in section 3 of the Master Agreement.

Check Issue Data means for any Check or Draft, the complete serial number and numeric amount. If you have elected the Payee Validation service option under the Positive Pay Service, Check Issue Data also includes the payee’s name.

Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service.

Decision Deadline means on any Business Day, (i) for the Positive Pay Service, the time we establish by which you must choose to pay or return each Exception Check, and (ii) for the Reverse Positive Pay Service, the time we establish by which you must choose to edit or return each Check on the Paid Items Report.

Draft means each payable-through draft or third party draft we present to you in accordance with this Service Description and includes an Unauthorized Draft.

Item has the meaning given in the Account Agreement.

Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees).

Master Agreement means the Master Agreement for Treasury Management Services.

Matching Check is a Check presented to us that matches the Check Issue Data you have provided to us.

Obligations means any and all advances, debts, loans, obligations and liabilities that you owe us and our affiliates pursuant to the terms of this Service Description, including any advances we make to the Funding Account pursuant to Section 3 of the Controlled Disbursements Service Description and any advances we make to the Disbursement Account pursuant to Section 4 of the Controlled Disbursements Service Description.

Representatives is defined in section 11(f) of the Master Agreement.

Unauthorized Draft means a counterfeit or altered Draft, a reproduction of a duly authorized Draft, a Draft with a forged or other unauthorized signature, or a forged, unauthorized, incorrect or illegible endorsement.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Wire Transfer Service Description
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© 2019 Wells Fargo Bank, N.A. All rights reserved.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction
The Service Documentation contains the terms and conditions under which we provide you the services described below. “You,” “your” or “yours” refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Service (“Acceptance”). The terms “we,” “us,” or “our” refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.

The service (“Service”) covered by this Service Description is:
• Wire Transfer
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account,
e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

Wire Transfer Service

1. Description of service. With this Service you can instruct us to transfer funds by wire. You agree to comply with all applicable payment system rules, including the national payment system rules and any other Applicable Laws and regulations of the receiving country of the transaction.

2. Preparation of payment orders; processing schedules. You will prepare each Payment Order according to guidelines we separately make available from time to time. You will use the applicable Security Procedure when you send a Payment Order to us.

We will execute each Payment Order in accordance with our then current processing schedule and any accompanying instructions you include regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by us when we have verified it in compliance with the Security Procedure.
a. If we receive a Payment Order after our Cutoff Time on any Business Day, we will treat the Payment Order as having been received before our applicable Cutoff Time on our next Business Day.
b. If we execute your Payment Order by sending instructions to another financial institution, we may send the Payment Order by any transmission method and by any route we in our sole discretion consider reasonable.
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3. Inconsistency in name and number.
a. If a Payment Order describes the person to receive the funds under the Payment Order both by name and identifying number, we or another financial institution through which the Payment Order is routed may rely solely on the identifying number to identify the person, even if the number identifies a person other than the one named.
b. If a Payment Order describes a financial institution both by name and identification number, we or another financial institution through which the Payment Order is routed may rely solely on the identification number to identify the financial institution, even if the identification number refers to a financial institution other than the one named.

4. Authorization to pay. You authorize us to:
a. Execute any Payment Order we verify in accordance with the applicable Security Procedure, and b. Debit the account specified in the Payment Order even if a debit results in an overdraft on the execution date. If no account is specified, we will debit your Account or any other of your account(s) with us or one of our affiliates.

You will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit.

5. Your duty to report erroneous or unauthorized transfer instructions. You will exercise reasonable care to:
a. Determine whether a Payment Order accepted by us was either erroneous or not authorized, and b. To notify us of the relevant facts within a reasonable time not exceeding 14 days after we notify you that the Payment Order was accepted or that the Account was debited for the Payment Order, whichever is earlier.

If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your account or because of any other discrepancy in the notice.

6. Rejected payment orders. If a Payment Order is rejected for any reason, we will attempt to notify you promptly so you can cure the defect. However, we will have no liability to you for a rejected Payment Order or any loss resulting from our delay or failure to notify you.

7. Cancellation, amendment, reversal. A Payment Order will be final and not subject to cancellation, amendment or reversal by you, except we may, at your request, make an effort to cancel, amend or reverse a Payment Order without incurring any liability for our failure or inability to do so.

8. Drawdown requests. A “drawdown request” is an instruction from you to another depository institution to debit:
a. An account at that institution and transfer the funds to us (an “outgoing drawdown request”), or b. The Account and transfer the funds to that institution (an “incoming drawdown request”).

In this Service description, “Payment Order” includes drawdown requests. We may execute an incoming drawdown request that conforms with instructions we receive through Fed Wire, SWIFT, CHIPs or any other funds transfer system, provided those instructions are not inconsistent with instructions you separately provide in writing. The authority to execute the incoming drawdown request will continue until we receive your express written notice that such authority is revoked and have a reasonable time to act on it.
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9. Limitation of liability. We will not be liable for any third party’s failure to or delay or error in processing a Payment Order. If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund will be made only after we have received confirmation of the effective cancellation of the Payment Order and we are in free possession of the funds debited or earmarked in connection with the Payment Order. If we are notified the beneficiary bank did not credit the Account for the full amount stated in a Payment Order, our sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency.

If we execute a Payment Order that is more than the amount stated in the Payment Order, to the extent you do not receive the benefit of the full amount of the Payment Order, we will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Payment Order.

Additionally, we will be liable for the amount of interest you have lost due to the transfer of the excess amount, computed at the Federal Funds rate or as otherwise agreed. However, our liability for loss of interest will be limited to 20 calendar days’ interest. This section sets forth our complete liability for a Payment Order issued or received under this Wire Transfer Service description.

10. Survival. Sections 5, 6, 7 and 9 will survive the termination of the Services.

Glossary
Account means your account(s) with us used in connection with the Service.

Account Agreement means the applicable account agreement governing the Account.

Applicable Law is defined in section 3 of the Master Agreement.

Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service.

Master Agreement means the Master Agreement for Treasury Management Services.

Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction).

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Check Collections Service Description
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© 2019 Wells Fargo Bank, N.A. All rights reserved.

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The services (each a “Service”) covered by this Service Description are:
• Returned Items Service
• Wells Fargo Remote Deposit Capture Service
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service (“Account”), e. The Product Enrollment Form (“Set-up Form”) (which contains set-up information for the service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

Returned Items Service

1. Description of service. This Service includes:
a. Special Instructions regarding the handling of your Returned Items (section 2), b. Returned Item Decisioning through our CEO portal (section 3), c. Electronic Returns through which we submit your Returned Items as RCK entries in accordance with the ACH Rules (section 4),
d. Centralized Return Processing through which we process your Returned Items as your centralized return processor (sections 5),
e. Returned Item Forwarding through which we forward Returned Items you receive on your Accounts to your centralized returns processor (section 6), and
f. Returned Item Service Fee Recovery through which we issue MICR drafts to recover service fees you charge your customers in connection with Returned Items (section 7).

We will provide the Returned Item Service to you in accordance with the Service Documentation, including the User Guide for the Service that we make available to you, and Applicable Law.

2. Special instructions. We will process your Returned Items in accordance with any special instructions you communicate to us from time to time as described further in the User Guide for the Service.

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3. Returned Item decisioning; access to images.
a. Returned Item decisioning. If you elect this Service option, you can send us processing instructions through the CEO portal for Returned Items we received prior to the applicable Cutoff Time each Business Day. Each message related to the processing of a Returned Item (your “Decisioning Instruction”) must be received by us by the decisioning Cutoff Time each Business Day. If we do not receive your Decisioning Instruction by the decisioning Cutoff Time, we will handle the Returned Item in accordance with your Default Instruction. “Default Instruction” means your election for us to take one of the following actions for a Returned Item, as specified in your Set-Up Form for the Service:
i. “Redeposit,” meaning we redeposit the Returned Item, or ii. “Chargeback,” meaning we chargeback the Returned Item to one of your accounts in accordance with section 9 below.
b. Access to images. If you elect this option, we will make images of Returned Items available to you through the CEO portal or other channels or transmission methods you and we agree to. These images are retained for the time period set forth in our retention policy for the Service.

4. Electronic returns. If you elect this Service option, we will submit RCK entries for your Returned Items that we have determined (using a data-based decisioning method) qualify as RCK entries under the ACH Rules. a. Warranties. The ACH Rules require the originator of an RCK entry to make certain representations and warranties with respect to the original Item for which the RCK entry is initiated. If we incur any liability for breaching these warranties, you will reimburse us and not hold us responsible or liable. b. Rejected entries. The financial institution on which a Returned Item was drawn may reject any RCK entry without liability to us. In the event any RCK entry submitted on your behalf is rejected by the ACH for any reason and we have sufficient data to permit us to repair the RCK entry, we will make the repair.

Upon our request, you will provide us with all information necessary to repair any RCK entry or file of RCK entries.
c. Provisional credit. Any credit to your Account in connection with an RCK entry is provisional until such time as settlement for the RCK entry becomes final. In the event any RCK entry is returned or an adjustment memorandum is received with respect to the RCK entry, you will immediately deposit with us sufficient funds to cover the returned RCK entry or adjustment memorandum. You authorize us to debit the Account or any other accounts you maintain with us for the amount of any returned RCK entry or adjustment memorandum.

5. Centralized check return. If you elect this Service option and it is available to you, we will process Returned Items from your Account and accounts with other financial institutions with which you arrange for us to provide this Service.
a. Centralized return endorsement. You will place a Centralized Return Endorsement on the back of each check or other Item you intend to deposit with a financial institution other than us that, upon dishonor, you wish to have returned to the Account you designate for this Service. Upon your request, we will supply you with an endorsement stamp or examples of endorsement stamps that satisfy the requirements of this section.
b. Relation of multiple endorsements. You agree that the Centralized Return Endorsement:
i. Is in addition to and not in place of the endorsement placed on an Item by the depositary bank, ii. Could obscure, in whole or in part, the endorsement placed on the Item by the depositary bank, and iii. Could be obscured by, in whole or in part, the endorsement placed on each deposited Item by the depositary bank.

6. Returned item forwarding. If you elect this Service option:
a. You will notify us of the financial institution you choose as your centralized return processor, b. You will place your Centralized Return Endorsement identifying your centralized return processor on the back of each check or other Item you deposit to your Account that, upon dishonor and subsequent receipt by us, you want us to forward to your centralized return processor, and

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 c. We will forward the Returned Items that we receive to your centralized return processor.

7. Returned Item service fee recovery. If you elect this Service option, you may issue a MICR draft on the account of the issuer of a Returned Item in the amount that you and we separately agree will be your Returned Item service fee.

8. Delayed returns. Under Applicable Law, paying and returning banks may rely on any routing number that appears on a returned check as that of the bank of first deposit. This means a Returned Item may be returned to either us or to the actual depositary bank and there could be a significant delay in our receipt of a Returned Item. You, not us, are solely responsible for any and all Losses that may arise in connection with any delay in the return of any Returned Item under this Service Description, including any Item to be returned to your centralized return processor under section 5.

9. Chargebacks. We may chargeback a Returned Item to any account you maintain with us without regard to whether the Returned Item was initially deposited to your Account or at another financial institution.

10. Representations and warranties. You represent and warrant to us and agree as follows:
a. Authorization. The issuer of any Returned Item has authorized you to represent the Returned Item electronically and that authorization is legally sufficient under Applicable Law. b. Representment/Returned Item fees. You acknowledge that the ACH Rules do not allow collection of fees associated with a represented item by means of a single RCK entry in the amount of both the represented item and the related fees. You agree that each Item you deposit to your Account or another financial institution will only be for the amount of the Item, and will not include any amount for a representment/returned item fee or similar fee.
c. Returned Item service fees. You have properly disclosed to all your customers that you charge a service fee for Items returned unpaid for any reason as described in section 7.

11. Indemnification. You will indemnify, defend, and hold us and our Representatives harmless from Losses arising directly or indirectly from or related to:
a. Any material breach in any of your representations, warranties and agreements contained in this Service Description,
b. The violation of any Applicable Laws in the performance of your obligations under this Service Description,
c. A breach of any warranty we make under the ACH Rules in connection with our Electronic Returns Service option as described in section 4,
d. Any action you ask us to take in connection with this Service, except to the extent that any such Losses are directly caused by our gross negligence or willful misconduct, and e. A delay in the return of any Item deposited to your account at another financial institution as described in section 8.

12. Survival. Sections 4, 8, 9, 10 and 11 of this Service Description will survive termination of the Service.

Wells Fargo Remote Deposit Capture Service
(Wells Fargo Electronic DepositSM, Desktop Deposit® and CEO Mobile Deposit)

1. Description of service. With this Service you can create Electronic Checks from eligible paper checks and transmit the Electronic Checks (and where applicable an Electronic File) to us to deposit in your Account in accordance with the Service Documentation. For each Electronic Check we determine is eligible for processing, we will:

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 a. Include the Electronic Check in an electronic file for presentment directly or indirectly to the Paying Bank,
b. Post or present any Electronic Check for which we are the Paying Bank, or c. Create a Substitute Check (as defined in the applicable Account Agreement) that we will present directly or indirectly to the Paying Bank.

2. Creating Electronic Checks. To create Electronic Checks (and where applicable send us Electronic Files), you will use either software and certified or approved hardware that we provide to you, or hardware and software capable of creating Electronic Checks that meet our standards and specifications. We will review each Electronic Check and process the Electronic Checks we determine are eligible for processing:
a. On the Business Day you transmit the Electronic Checks (or if applicable, your Electronic File) to us, if we received the Electronic Checks before the Cutoff Time, and b. On the next Business Day if you transmit the Electronic Checks (or if applicable, your Electronic File) to us after the Cutoff Time.

3. Exception Checks. Our User Guide for this Service lists eligible U.S. Dollar checks (as well as ineligible checks). We may, without liability to you, reject Electronic Checks we determine are ineligible for this Service or that Applicable Law prohibits us from accepting through this Service (an “Exception Check”). We will notify you of each Exception Check through our CEO portal or other communication channel. You will deposit an Exception Check to your Account only by depositing the corresponding original paper check or as otherwise agreed between you and us.

Even if we do not identify an Exception Check during processing, a Substitute Check may be returned to us because the Paying Bank determines it is not eligible. Our failure to identify an Exception Check will not limit your obligations to us under section 7.

4. Deposits to your account. We will be deemed to have accepted each Electronic Check (other than any Exception Check) for deposit to your Account (a) on the Business Day we process the Electronic Check (b) at our office where your Account is maintained. Funds from these Electronic Checks will be made available as provided in our Funds Availability Policy applicable to your Account and will be deemed to be collected as set forth in our Electronic Deposit Collected Funds Schedule. We will provide these documents (as amended from time to time) to you upon request.

Any check you deposit that is returned to you may be returned in the form of a Substitute Check. If we receive a notice of nonpayment from Paying Bank for an Electronic Check or Substitute Check presented for payment, we have no obligation to provide this notice to you or your customers.

5. Third-party processors.
a. General. You are a “third-party processor” when you use this Service either to (a) create and process an Electronic Check on behalf of your customer or (b) process an Electronic Check one of your customers has created and transmitted to you.
b. Customer due diligence. Before acting as a third-party processor for any customer, you will conduct due diligence appropriate to the type of customer (consumer or business). As part of your due diligence, when a customer opens an account with you, you will obtain the customer’s name, Taxpayer Identification Number, and address. In addition, you will comply with any obligations under Applicable Law for:
i. Establishing and maintaining a Customer Identification Program and an Anti-Money Laundering Program,
ii. Establishing and maintaining written procedures reasonably designed to identify and verify beneficial owners of legal entity customers and to include such procedures in your Anti-Money Laundering Program, and

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 iii. Suspicious activity monitoring and reporting.
c. Customer agreements. You will also enter into an agreement with each of your customers which includes:
i. Provisions paralleling those in this Service description relating to creating Electronic Checks and maintaining the security of original paper checks,
ii. Warranties paralleling each of the warranties you make to us in this Service description, iii. An acknowledgement that we may at any time refuse to process Electronic Checks for that customer, and
iv. If the customer is a business entity, an obligation that customer, upon your request, will provide you the information you require to understand the nature of the customer’s business. d. Risk parameters; ongoing monitoring. For each of your customers, you will use reasonable commercial standards to monitor the customer’s deposits for suspicious activity including out-of-pattern, duplicate and suspicious Electronic Checks on an ongoing basis. You will take appropriate actions with respect to the customer’s account, up to and including refusing to process Electronic Checks for the customer and/or preventing the customer from transacting on its account(s) with you. We will establish and maintain confidential internal risk parameters for your Electronic Checks but you are solely responsible for monitoring your customer’s Electronic Checks.

6. Your representations and warranties. You represent and warrant to us and agree that you will:
a. Use this Service only for eligible paper checks payable to or endorsed for deposit by you or your customers (unless we expressly agree otherwise),
b. Transmit to us only Electronic Checks eligible for processing including legible Electronic Checks containing machine-readable MICR data,
c. Not transmit to us any Electronic Check that duplicates an Electronic Check previously transmitted to us or that did not originate as an eligible paper check,
d. Ensure that each original paper check for which you or one of your customers has created an Electronic Check is securely retained and then securely destroyed (including all nonpublic personal information on the original paper check) and properly secure all hardware you use in connection with this Service, e. Not transmit to us, deposit to your Account, or otherwise negotiate any original eligible paper check for which you have transmitted an Electronic Check to us, unless we have notified you that the Electronic Check is an Exception Check, and
f. If you use an agent to create Electronic Checks and/or transmit your Electronic Files to us, you will ensure your agent transmits only Electronic Checks payable to you, unless we expressly agree to permit the agent to include Electronic Checks payable to multiple customers of ours.

7. Indemnification. You will indemnify, defend, and hold us and our Representatives harmless from and against all of our Losses arising directly or indirectly from or related to:
a. Any negligent or intentional act or omission by you in the performance of your obligations under this Service description including breaching your obligation under section 6(d) above, in which event Losses will include consequential damages,
b. Any material breach in your representations, warranties, covenants, or obligations in this Service description,
c. Us acting as a "reconverting bank" under the Check Clearing for the 21st Century Act through the creation of Substitute Checks, in which event Losses will include consequential damages, d. Us posting or presenting an Electronic Check for which we are Paying Bank or presenting an Electronic Check to the Paying Bank for payment,
e. The transfer or return of an Electronic Check or an Electronic Returned Check on your behalf, f. A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), g. Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an Electronic Check is created, if the loss is due to the check having already been paid, and

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 h. If we transfer or present an “electronically-created item” and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the Paying Bank, and any subsequent returning bank against Losses that result from the fact that:
i. The electronic image or electronic information of the electronically-created item is not derived from a paper check,
ii. The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and iii. A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically- created item in such a way that the person is asked to make payment based on an item or check it has paid.
“Electronically-created item” means an electronic image that has all the attributes of an Electronic Check or Electronic Returned Check but was created electronically and not derived from a paper check. “Image Quality Warranty” means our guarantee that the electronic image of the check accurately represents all of the information on the front of the check as of the time the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a Substitute Check and the amount of the check. “No Double Debit Warranty” means our guarantee that the warrantee will not receive a presentment of or otherwise be charged for an Electronic Check, an Electronic Returned Check, the original check, a Substitute Check, or a paper or electronic representation of a paper Substitute Check, in a way that the warrantee will be asked to make payment on a check that it has already paid.

When we transfer an Electronic Check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the Paying Bank, and the drawer. When we transfer an Electronic Returned Check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner.

8. Termination. In addition to our rights to suspend or terminate Services under the Master Agreement, we may suspend or terminate this Service immediately upon notice if we determine in our sole discretion that you have breached any of your obligations under sections 6 or 7 of this Service description.

9. Additional controls.
a. General. We may upon reasonable prior notice to you to:
i. Mandate specific internal controls at your locations, ii. Periodically audit or require audits of your RDC operations including your IT infrastructure at your expense, and
iii. Request additional information about you.
b. Your internal controls. You will establish internal controls related to your RDC operations. Upon reasonable request, you will provide us with information about your internal controls and will work in good faith with us to resolve any concerns that that we have regarding these controls. c. Your consumer complaints. With reasonable prior notice to you, you will provide us with information about consumer complaints you receive relating to your RDC product (“consumer complaints”), including:
i. Your procedures for handling consumer complaints,
ii. The number of consumer complaints you received in the prior calendar quarter, and iii. The current status of each consumer complaint.

10. Survival. Sections 6 and 7 of this Service Description will survive termination of the Service.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary
Account Agreement means the applicable account agreement governing your Account.

ACH means the Automated Clearing House.

ACH Rules means the Nacha Operating Rules and any applicable local ACH rules.

Applicable Law is defined in section 3 of the Master Agreement.

Centralized Return Endorsement means a special endorsement on a Returned Item which (a) includes all of the information required by 12 CFR §229.35 (as amended from time to time) to be included in an endorsement made by a bank of first deposit, (b) to the extent possible, conforms to applicable formatting specifications, and (c) is more prominent than the endorsement of the actual depositary bank.

Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service.

Electronic Check means an electronic image of, and electronic information derived from a paper check.

Electronic File means the electronic file you (or your vendor) create and send us when transmitting Electronic Checks using the Wells Fargo Electronic Deposit Service.

Electronic Returned Check means an Electronic Check derived from a paper returned check.

Item is defined in the Account Agreement.

Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees).

Paying Bank means the bank on which the original paper check to which the Electronic Check relates is drawn or through which the original paper check is payable.

Master Agreement means the Master Agreement for Treasury Management Services.

RCK entry is defined in the ACH Rules.

Representatives is defined in section 11(f) of the Master Agreement.

Returned Item means an Item that is returned to us unpaid after you deposit it to your Account.

Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement.

Service Documentation is defined in section 1 of the Master Agreement.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Information Reporting and Image Delivery
Service Description
Treasury Management Services
November 8, 2019
© 2019 Wells Fargo Bank, N.A. All rights reserved.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction
The Service Documentation contains the terms and conditions under which we provide you the services described below. “You,” “your” or “yours” refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Service (“Acceptance”). The terms “we,” “us,” or “our” refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.

The service (“Service”) covered by this Service Description is:
• Information Reporting and Image Delivery
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account,
e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

Information Reporting and Image Delivery

1. Description of services.
a. With this Service we make data regarding transactions and/or images of Items posted to or processed through your Accounts available to you in order to provide you with timely information on your Account activity. We refer to the data and images as “information.” The information and reports you can access are described in the User Guide for the Service. If you elect to use the Cash Flow Analysis Service (described further in the User Guide for the Service), you may also manually populate external data you want to view through this Service. b. The methods we use to make information available to you (and we may remove or add methods from time to time) include without limitation BAI File Transfer, InfoFax fax/email, SWIFT messaging, ISO 20022 XML transmission, physical media (CD-ROM and DVD), Machine-to- Machine, our CEO portal, and an Application Programming Interface (“API”) through the Wells Fargo Gateway.
c. The information may include images of Items or other instruments that are:
i. Posted to or processed through the Account,
ii. Cashed or collected by us or accepted for deposit to the Account, and iii Returned unpaid to the Account.
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Images of posted paper Items that have been converted to ACH Entries pursuant to the ACH Rules may not be available through this Service.

2. Accuracy of Information.
a. We will not verify the accuracy or completeness of: (i) information from other financial institutions, (ii) information you manually populate, or (iii) cash forecasting information.

Forecasting information is not a guarantee of actual performance. b. Account balances and other information that reflect intraday activity on your Account may differ from the available balance as determined under our funds availability policy (as described in the Account Agreement) and by our internal risk parameters.

3. Software Sublicense. If a software license or sublicense is required for you to access the Service (“Software Sublicense”), we will make the terms of the Software Sublicense available to you as part of the set up process for the Service. You will be required to accept the Software Sublicense before being allowed to access the Service. We may terminate any Service requiring use of a Software Sublicense immediately on written notice to you, including without limitation if you fail to comply with the Software Sublicense.

4. Stop payment orders. If you elect a service option through which you can place stop payment orders, your rights and our obligations regarding any stop payment order will be determined as provided in the Account Agreement.

Glossary
Account means your account(s) with us used in connection with the Service.

Account Agreement means the applicable account agreement governing the Account.

ACH means automated clearing house.

ACH Rules means the Nacha Operating Rules and any applicable local ACH rules.

Item is defined in the Account Agreement.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Merchant Services
Program Guide
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

PREFACE
Thank you for selecting us for your payment processing needs. Accepting numerous payment options provides a convenience to your customers, increases your customers’ ability to make purchases at your establishment, and helps speed payment to your account.

Your Merchant Processing Application will indicate the types of payments and Services you have elected to accept. These Program Terms and Conditions (the “Program Guide”) present terms governing such payments and Services, including, as applicable, terms governing the acceptance of Visa®, Mastercard® and Discover®, PayPal in-store payments Credit Card, Non-PIN Debit Card payments and American Express® transactions and applicable Non-Bank Services.

ThisProgram Guide,togetherwith yourMerchantProcessing Applicationand the schedulesthereto(collectively,the “Agreement”),including, withoutlimitation, the Interchange Qualification Matrix,American ExpressProgram Pricingand the InterchangeSchedulesapplicableto your pricingmethod as set forth in the MerchantProcessingApplication,containsthe termsand conditionsunderwhich Processorand/orBankand/ or other third parties,willprovideservicesto you. We will not accept any alterations or strike-outsto the Agreementand,if made,anysuch alterationsorstrike-outsshallnotapply.Pleasereadthisbookletcompletely.

IMPORTANT INFORMATION ABOUT BANK’S RESPONSIBILITIES:

Forcertain Card transactionsBankdoes notprovideservices to you,but rathertheyareprovidedby Processorand/orthird parties.Forexample, you may elect to participate in the Discover EDC program,and/orthe American Express EDC program,for each of which you must enter into a directagreementwith Discover and/orAmerican Express.

The provisions of this Agreement regarding such non-Bank Discover Card and American Express transactions and other Non-Bank Services constitutean agreementsolelybetweenyouandProcessorand/orthirdparties.Bankisnota partytoanysuchagreements,andfurtherBankis notresponsible, and shallhave no liability,to you in any waywith respectto suchDiscover Card and American Express Card transactionsand Non- Bank Services.

OTHER IMPORTANT INFORMATION:

Cards present risks of loss and non-payment that are different than those with other payment systems. In deciding to accept Credit Cards, you should be aware that you are also accepting these risks.

VisaU.S.A.,Inc.(“Visa”)andMastercardWorldwide(“Mastercard”),DiscoverFinancialServicesLLC(“Discover”),PayPal,Inc.(“PayPal”)andAmerican ExpressCompany,Inc.(“AmericanExpress”)arepaymentcardnetworksthatelectronicallyexchangeSalesDraftsandChargebacksforCardsales and Credits .SalesDraftsare electronically transferred from banks (in the case of Visa and Mastercardtransactions) or networkAcquirers(in the case of DiscoverandPayPalin-storeCardtransactions)thatacquirethemfrommerchantssuchasyourself(thesebanksandnetworkacquirersarereferred to as “Acquirers”) through the appropriate Card Organization, to the Issuers. These Issuers then bill their Cardholders for the transactions. The Card Organizations charge the Acquirers interchange, fees and/ or assessments for submitting transactions into their systems.

In order to speed up the payment process, the Issuer transfers the funds back through the Card Organization to the Acquirer at approximately the same time that the Issuer receives the electronic Sales Drafts. Even though the payments under this system are made simultaneously, all payments made through the Card Organizations are conditional and subject to reversals and adjustments.

Each Card Organization has developed Card Organizations Rules that govern each of their Acquirers and Issuers and the procedures, responsibilities and allocation of risk for this process. Merchants are also bound by Card Organization Rules and applicable laws and regulations The Card Organization Rules and applicable laws and regulations give Cardholders and Issuers certain rights to dispute transactions, long after payment has been made to the merchant, including Chargeback rights.

We do notdecide whattransactionsare charged back and we do notcontrol the ultimate resolution of the Chargeback.While we can attempt to reverse a Chargebackto the Issuer, we can only do so if the Issuer agrees to acceptit or the Card Organization requires the Issuer to do so after a formalappeal process. Sometimes, your customer may be able to successfully charge back a Credit Card transaction even though you have provided your goods or servicesand are otherwise legally entitled to paymentfromyour customer.While you may still be able to pursue claimsdirectly againstthatcustomer, neitherwenortheIssuerwillberesponsibleforsuchtransactions.

You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing.

Please refer to the Glossary for capitalized terms used in the Agreement, including this Preface (if not defined above).

WFB2210(Rev00-10/19) 2
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 PART I: CONFIRMATION PAGE
Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you.

Fromtimetotimeyoumayhavequestionsregardingthecontentsof yourAgreement(whichincludesyourMerchantProcessingApplication,the foregoingProgramGuide,andtheschedulestheretoanddocumentsincorporatedherein)withBankand/orProcessor.Thefollowinginformation summarizesportionsofyourAgreementinordertoassistyouinansweringsomeofthequestionswearemostcommonlyasked.

1. Your fees for certain Services set forth in this Agreement are based on the interchange rates set by the Card Organization. Any transactions that fail to qualify at your Anticipated Interchange Levels will be charged an additional fee (See Section 5 of the Program Guide).

10. Card Organization Disclosure
Member Bank Information: Wells Fargo Bank
The Bank’s mailing address is Wells Fargo Bank, PO Box 6079, Concord, CA 94524 and its phone number is 1-800-451-5817.2. We may debit your bank account from time to time for amounts owed to us under the Agreement. Important Member Bank Responsibilities:

3. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or Settlement Account. For a more detailed discussion regarding Chargebacks, see Section 36 of the Program Guide.
(a) The Bank is the only entity approved to extend acceptance of Card Organization products directly to a merchant.
(b) The Bank must be a principal(signer) to the Agreement. (c) The Bank is responsible for educating merchants on pertinent Visa and Mastercard Rules with which merchants must comply; but this informationmaybe providedto youbyProcessor.

4. If you dispute any charge or funding, you must notify us within 60 days of the date of the statementwherethe charge or funding appearsfor Card Processing.
(d) The Bank is responsible for and must provide settlement funds to themerchant.

5. The Agreement limits our liability to you. For a detailed description of the limitation of liability, see Section 7 of the Card General Terms. (e) The Bank is responsible for allfunds held in reservethatare derivedfromsettlement.

6. We have assumed certain risks by agreeing to provide you with Card processing or check services. Accordingly,we may take certain actions to mitigate our risk, including termination of the Agreement, and/or hold monies otherwise payable to you (see Card General Terms in Section 10, Term;Eventsof DefaultandSection11,ReserveAccount;SecurityInterest), undercertaincircumstances.

Important Merchant Responsibilities:
(a) Ensure compliancewithcardholderdata securityandstorage requirements.

7. By executing this Agreement with us you are authorizing us to obtain financial and credit information regarding your business and the signers and guarantors of the Agreement until all your obligations to us are satisfied.
(b) Maintain fraud and chargebacks below Card Organization thresholds.
(c) Review and understand the terms of theAgreement.
(d) Comply with Card Organization Rules and applicable law and regulations.8. The Agreement contains a provision that in the event you terminate the Agreementprior to the expiration of the applicableterm,youmay be responsiblefor the paymentof an early termination fee as set forth in Section42.3under“AdditionalImportantInformation”.
(e) Retain a signed copy of this Confirmation Page.
(f) Youmay download “Visa Regulations” from Visa’s website at:

9. Third Party Services. To the extent you have elected to obtain any thirdpartyservicespackage,pleaseensurethatyoureviewandunderstand the terms and conditions contained in Part III (Third Party Agreements) relevantto suchthirdpartyservices.
https://usa.visa.com/support/merchant.html
(g) Youmay download “Mastercard Regulations” from Mastercard’s website at: http://www.mastercard.com/us/merchant/support/rules/html.

City of Palo Alto
Print Client’s IRS Filing Name:

By its signature below, Client acknowledges that it received (either in person, by facsimile, or by electronic transmission) Merchant Processing Application, and read the complete Program Guide (version WFB2210) consisting of 68 pages (including this Confirmation Page and the applicable Third Party Agreement(s)), Interchange Qualification Matrix and American Express Program Pricing and Interchange Schedule which is incorporated into its Agreement, and agrees to comply with all terms set forth therein.

Upon receipt of a signed original of this Confirmation Page by us, your Application for merchant processing services will be reviewed. Client understands that its Application is subject to approval by us. Client understands that a copy of the Program Guide is also available for downloading from the internet at:
www.wellsfargo.com/biz/programguide CITY ATTORNEY’S OFFICE

APPROVED AS TO FORM
SIGNATURE __
CLIENT’S BUSINESS PRINCIPAL
City Manager 10/1/2020
DATE________________X
Signature(Pleasesignabove) Title
Ed Shikada 10/1/2020
DatePlease Print Name of Signer
WFB2210(Rev00-10/19) 3
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Important Merchant Responsibilities:
(a) Ensure compliancewithcardholderdata securityandstorage requirements.

City of Palo Alto
Print Client’s IRS Filing Name:

APPROVED AS TO FORM
SIGNATURE _
CLIENT’S BUSINESS PRINCIPAL
City Manager 10/1/2020DATE________________X
Signature(Pleasesignabove) Title
Ed Shikada 10/1/2020
Please Print Name of Signer Date
WFB2210(Rev00-10/19) 5
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26.9. Certain Rules and Requirements........................................................38

26.10. Card Acceptance...........................................................................................39

26.11. Deposits of Principals...............................................................................39

26.12. Merchants in theLodging Industry.................................................39 PART II: CARD SERVICES
A. Card General Terms.................................................................................8 1 . Services................................................................................................................................8

26.13. Customer Activated Terminals and Self-
2 . Operating Procedures; Card Organization Rules Service Terminals...............................................................................................40 and Compliance..............................................................................................................8

26.14. Displays and Advertising........................................................................40 3 . Settlement of Card Transactions.........................................................................8

26.15. Cash Payments by and Cash Disbursements
4 .
5 . Fees; Adjustments; Collection of Amounts Due........................................8 6 . Chargebacks.....................................................................................................................9 Exclusivity..........................................................................................................................8 to Cardholders...............................................................................................40

26.16. Discover Cash Over Transactions......................................................41

26.17. Telecommunication Transactions....................................................41

27. Suspect Transactions..............................................................................................41

28. Completion of Sales Drafts andCredit Drafts..........................................42

28.1. Information Required.................................................................................42 7 . Representations;Warranties;Covenants;Limitationson Liability; Exclusion of Consequential Damages......................................10 8 . Confidentiality..............................................................................................................10 9 . Assignments..................................................................................................................11 Term; Events of Default.........................................................................................12

28.2. Mail/Telephone/ Internet(Ecommerce) Orders
1 0 . and Other Card NotPresent Sales..........................................................43 1 1 . Reserve Account; Security Interest.................................................................13 1 2 . Financial and Other Information.....................................................................14 1 3 . Indemnification...........................................................................................................14 1 4 . Special Provisions Regarding Non-Bank Services................................14 1 5 . Special Provisions for Debit Card....................................................................15

28.3. Customer Service Telephone Numbers..........................................44

29. Data Security.................................................................................................................44

29.1. Payment Card Industry Data Security
Standards (PCI DSS)....................................................................................44

29.2. Data Security Requirements..................................................................45

29.3. Compliance Audits.......................................................................................451 6 . Special Provisions Regarding Electronic Benefit Transfer (EBT).............................................................................................................16 Immediate Notice Required...................................................................4529.4. 1 7 . Special Provisions Regarding Wireless Services....................................18 1 8 . Terms of Equipment Purchaseor Rental...................................................20 1 9 . Special Provisions Regarding Gift Card Services...................................22

29.5. Investigation....................................................................................................45

29.6. RequiredInformationforDiscoverNetwork
and PayPalSecurity Breaches....................................................................45

29.7. Merchant Providers.....................................................................................45

29.8. Reserved.............................................................................................................46

29.9. Costs......................................................................................................................46

30. Authorizations.............................................................................................................46 2 0 . Special Provisions Regarding TransArmor Solution...........................25 2 1 . Special Provisions Regarding Fraud Detection Services..................28 2 2 .
2 3 .

Special Provisions Regarding Buyer Initiated Payments...................29 Special Provisions Regarding PayeezySM
Gateway Services........................................................................................................29 Card Not Present Transactions............................................................4630.1. 2 4 . Choice of Law, Venue; Waiver of Jury Trial; Limitation on Claims.........................................................................................................................32

30.2. Authorization via Telephone (Other Than
Terminal / ElectronicDevice Users)................................................47 2 5 . Other Terms............................................................................................................................3230.3. Authorization via Electronic Devices...............................................47 B. Operating Procedures................................................................. 34 30.4. Third Party Authorization System.....................................................47

26. Mastercard, Visa, Discover, PayPal and American 30.5. Automated Dispensing Machines.......................................................47 Express Card Acceptance......................................................................................34

30.6. Pre-AuthorizationforT&E(Travel&Entertainment)
and Restaurant Merchants.....................................................................4826.1. Card Descriptions..........................................................................................34

26.2. Effective/Expiration Dates......................................................................36

26.3. Valid Signature................................................................................................36

26.4. Users Other Than Cardholders.............................................................36

26.5. Special Terms...........................................................................................................36

26.6. Delayed Delivery Transactions or Deposit Balance................36

30.7. Discover and PayPal Procedure forRequest
for Cancellation of Authorization.......................................................48

30.8. Partial Authorization andAuthorization Reversal....................48

31. Submission/Deposit of Sales Drafts and Credit Drafts.....................48

31.1. Submission of Sales for Merchants Other
Than Your Business.....................................................................................48

26.7. Recurring Transaction and Preauthorized Order 31.2. Timeliness.........................................................................................................48Regulations........................................................................................................37

26.8. Payments by Installments.......................................................................38 WFB2210(Rev00–1 0 / 1 9 ) 6
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40.14. Merchant Website Information Display Guidelines.............56

40.15. Aggregated Charges..................................................................................56

31.3. Electronic Merchants: Daily Batching
Requirements & Media Submission..................................................49

32. Settlement.......................................................................................................................49

33. Refunds / Exchanges (Credits)..........................................................................49

33.1. Refunds.................................................................................................................49

33.2. Exchanges...........................................................................................................50

34. Retention of Records for Retrievalsand Chargebacks.......................50

34.1. Retain Legible Copies..................................................................................50

34.2. Provide Sales and Credit Drafts............................................................50

35. Lost/Recovered Cards.............................................................................................50

36. Chargebacks, Retrievals and Other Debits................................................50

36.1. Chargebacks.......................................................................................................50

36.2. Summary (Deposit)Adjustments/Electronic Rejects............54

36.3. Disputing Other Debits and Summary Adjustments.............54

37. Account Maintenance..............................................................................................54

37.1. Change of Settlement Account Number..........................................54

37.2. Change in Your Legal Name or Structure.......................................54

40.16. 40.17.

American Express Excessive Disputes.........................................56 American Express Right to Modify
or Terminate Agreement.........................................................................56

40.18. Acceptance Proceduresfor
American Express Travelers and Gift Cheques........................56

41. Glossary............................................................................................................................56

42. Additional Important Information Pertaining
to thisEntire Agreement......................................................................................60

42.1. Electronic Funding Authorization.......................................................60

42.2. Funding Acknowledgement Automated
Clearing House (ACH)..............................................................................60

42.3. Additional Fees and Early Termination..............................................60

42.4. Addresses For Notices................................................................................61 Part III: ThirdParty Agreements ......................................................62

1.0. TeleCheck Solutions Agreement......................................................................62

37.3. Changein CompanyDBA Name,Address
or Telephone / Facsimile Number......................................................54

37.4. Other Changes in Merchant Profile....................................................54

37.5. Charges for Changes to Account Maintenance..........................54

38. Card Organization Monitoring..........................................................................54

39. Supplies.............................................................................................................................54

40. Special Provisions for American Express...................................................54

40.1. Treatment of the AmericanExpress Brand...................................54

40.2. Treatment of AmericanExpress Marks..........................................55

40.3. Treatment of the American Express Card Member
Information........................................................................................................55

40.4. American Express Transaction Data................................................55

40.5. Treatment of AmericanExpress
Cardholder Information............................................................................55

40.6. Disclosure and Use of Data Collected Under
Agreement..........................................................................................................55

40.6.1. Consent for American Express to
Contact You by Phone, eMail, Text or Facsimile.......................55

40.6.2. Opt-Out.............................................................................................................55 4 0 . 7 . Conversion to a DirectRelationship
with American Express..............................................................................55 4 0 . 8 . Reserved..............................................................................................................55 4 0 . 9 . Third PartyBeneficiary Rights.............................................................55

4.10. Your Right to Opt Out of American
Express Card Acceptance.........................................................................56

40.11. Collections from American Express Cardholder.....................56

40.12. American Express Key-Entered Charges.....................................56

40.13. Keyed No Imprint for American
Express Transactions...............................................................................56 WFB2210(Rev00–0 0 / 1 9 ) 7
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3.6. Youacknowledge and agree that transfers to and from the Settlement Account shall be based on the account number and routing number supplied by you. We are not responsible for detecting errors in any Settlement Account information you provide, including the account numbers and routingnumbers,evenif any of those numbersdo not correspond to the actual account or financial institution identified by name.

PART II: CARD SERVICES
A. Card General Terms

1. Services

3.7. This Agreement is a contract whereby we are extending financial accommodations to you within the meaning of Section 365(c) of the U.S. bankruptcy code. Your right to receive any amounts due or to become due from us is expressly subject and subordinate to Chargeback, setoff, lien, security interest and our rights to withhold settlement funds under this Agreement, without regard to whether such Chargeback, setoff, lien, security interestand the withholding of settlementfundsrightsare being applied to claims that are liquidated, unliquidated, fixed, contingent, matured or unmatured.

Subject to Card Organization Rules, Services may be performed by us or ouragents,including,withoutlimitation,ourrespectiveAffiliates, including the provision of terminals or other equipment and local support functions in connection with this Agreement.

2. Operating Procedures; Card Organization Rules and Compliance Youagree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including, without limitation, the data security requirements described in Section 29. From time to time, we may amend theOperatingProcedures,byprovidingyouwithat least twenty (20)days’ prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effectiveon shorternotice.If thereareanyinconsistenciesbetweenthe General Terms and the Operating Procedures, the Card General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the Card Organization Rules. Card Organization Rules may be available on websites such as https://usa.visa.com www.mastercard.us/en-us/merchants. html, www.discovernetwork.com/en-us/ and https://www.paypal.com/us/ webapps/mpp/accept-payments-online.

4. Exclusivity
During the term of this Agreement, you shall use us as your exclusive provider of all Services.

5. Fees; Adjustments; Collection of Amounts Due

5.1. In consideration of the Services provided by us, you shall be charged, and hereby agree to pay us any and all fees set forth in this Agreement (for purposes of clarity, this includes the Application and any additional pricing disclosures or subsequent communications), all of which will be calculated and payable pursuant to the terms of this Agreement and any additional pricing disclosures or subsequentcommunications.

If a transaction fails to qualify for your anticipated interchange programs or you inadvertently or intentionally accept a transaction other than anticipated for your account (including a different Card type), then, as applicable to your pricing method, you may be charged higher fees as disclosed in your pricing disclosures or subsequent communications, as well as any applicable surcharge for that transaction, all as further described in Section 42.3 of this Agreement and in the Application. With respectto inadvertentor intentionalacceptanceof a transactionotherthan the type anticipated for your account (including a different Card type), you will also be subjectto payment to us of ourthen-currenttransactionfee(s) with respect to such Card and/or transaction and be liable, obligated and responsible under this Agreement for any such transaction to the same extent as you would be if it was of a Card type elected and approved. For more information on Visa’s and Mastercard’s interchange rates, please go to www.visa.com and www.mastercard.com.

The above links may change from time to time.

3. Settlementof CardTransactions

3.1. We will only be required to settle Card transactions for Card types specified in your Application. Promptly after presentment of SalesDrafts pursuant to the Operating Procedures, we will initiate a transfer of the applicable settlement funds toyou.

3.2. Unless otherwise agreed to in writing to the contrary, all fees for Services are deducted as disclosed in accordance to your pricing disclosures or subsequent communications. All settlements forVisa, Mastercard Discover, PayPal and American Express Card transactions will be net of Credits, Summary Adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you. We may also set off from any payments otherwise due, any amounts owed to any of ourrespectiveAffiliates,whetheror not arising out of or relatedto this Agreement.

5.2. Should you have questions regarding any Non-Qualified fees (including Non-Qualified Interchange Fees or Non-Qualified Surcharge), submit aNon-Qualified Fee Inquiry (NFI) request in writing (either letter, fax or email) within 60 days from the mail date (post mark) of the monthly statement in question. Note that NFI requests received after the 60 day limit may not be considered for refund review. The subject line or reference at the top of your NFI requestmuststate“Non-QualifiedFeeInquiry.”YourNFI requestmust include your merchant name, merchant number, billing address, and themonthoftheprocessingstatementonwhichthenon-qualifiedfees appeared.Whenpossible,alsoincludeacopyofthestatementonwhich thefeesinquestionappear.Writtenfeeinquiriesshouldbesubmitted [email protected];viafaxto (954) 509-1822; or if mailed, sent to: Wells Fargo Merchant, Services, LLC, P.O. Box 6699, Hagerstown, MD 21740, Attn: NFI Investigations Unit.

3.3. All credits to your SettlementAccountor other paymentsto you are provisional and are subject to, among other things, our right to deduct fees, our final audit, Chargebacks (including our related losses), fees and fines imposed on us by the Card Organizations as a result of your acts or omissions. Youagree that we maydebit or credit your Settlement Account for any deficiencies, overages, fees and pending Chargebacks and any other amounts owed to us or any of our respective Affiliates, or we may deduct such amounts from settlement funds or other amountsdue to you from us, or our respective Affiliates You further agree we can offset any amounts owed to us or our Affiliates related to activity in other accounts maintained in your name or accounts guaranteed by you, any of your principals,guarantorsorauthorizedsignors.

3.4. We will not be liable for any delays in receiptof funds or errorsin debit and credit entries caused by you or anyotherPerson. We will provide a written response to your NFI with an explanation.

If through our research, we find that a refund is due, we will credit your account within 30 days from the date our research was completed. NFI requests not received in accordance with the foregoing shall not be subject to the response times set forth in this Section.

3.5. In addition to any other remedies available to us under this Agreement, you agree that should any Event of Default (see Section 10.4) occur, we may, with or withoutnotice,changeprocessingor paymentterms and/orsuspendcreditsor other paymentsof any and all funds, money and amountsnowdueor hereaftertobecomedueto youpursuantto theterms of thisAgreement,untilwe have had reasonable opportunity to investigate such event.

5.3. All Authorization fees will be charged for each transaction that you attempt to authorize.All capture fees will be charged for each transaction that you transmit to us for settlement.If you are billed a combinedfee WFB2210(Rev00–10/19) 8
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (physically, electronically or otherwise provided by Us or others) reflecting Card transaction activity, including, activity in your Settlement Account.

If you believe any adjustments should be made with respect to your Settlement Account, you must notify us in writing within sixty (60) days after any debit or credit is, or should have been effected or such shorter period as provided in the terms and conditions that govern such account. If you notify us after sixty (60) days, we shall have no obligation to investigate or effect any adjustments. Any voluntary efforts by us to assist you in investigating such matters shall not create any obligation to continue such investigation or any future investigation.
for both the authorization and capture of a transaction, the authorization and capture must be submitted as a single transaction, otherwise the authorization and the capture will each be charged separately. You are responsible for utilizing software or services that will correctly submit these transactions to achieve the indicated billing.

5.4. The fees for Services set forth in this Agreement are based upon assumptions associated with the anticipated annual volume and average transaction size for all Services as set forth in this Agreement and your method of doing business. If the actual volume or average transaction size are not as expected or if yousignificantly alter your method of doing business,wemayadjustyourfeesforServiceswithoutpriornotice. 5.12. If you do not pay us all fees and any other amounts due under this Agreement within thirty (30) days of the date of our merchant statement or other statementsetting forththe amount due, then we may,in our sole discretion, charge you interest, for such time that the amount and all accruedinterestremainoutstandingatthelesserof (i) the per annum rate equal toBank’sthencurrentprimerateplustwopercent(2%),basedona 360dayyear,or(ii)themaximumratepermittedbyapplicablelaw.

5.5. The fees for Services set forth in this Agreement may be adjusted to reflect increases or new fees imposed by Card Organizations, including without limitation, interchange, assessments and other Card Organization fees,or to passthroughincreasesor new fees charged to us bythirdparties related to the Services.All suchadjustments shall be your responsibility to pay and shall become effective upon the date any such change or addition is implemented by the applicable Card Organization or third party as specified in our notice to you.

5.13. Other Debits. We may also debit your Settlement Account or your settlement funds in the event we are required to pay Card Organization fees, charges, fines, penalties or other assessments as a consequence of your sales activities. Such debits shall not be subject to any limitations of time specified elsewhere in the Agreement, including, without limitation the following,whichwe may add to or delete fromthis list as changesoccur in the Card Organization Rules or our Operating Procedures pursuant to Section2:

5.6. Subjectto Section10.3,we may also increase our fees or addnewfees for Services for any other reason at any time by notifying you thirty (30) daysprior to the effective date of any such change or addition.

5.7. If you receive settlement funds by wire transfer, we may charge a wire transferfeeperwire.

5.8. To the extent the Automated Clearing House (ACH) settlement process is used to effect debits or credits to your Settlement Account, youagree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as in effect from time to time. You hereby authorize us to initiate credit and debit entries and adjustments to your accountthrough the ACH networkand/orthroughdirectinstructions to the financial institution where your Settlement Account is maintained for amounts due under thisAgreementand under any agreementswith us or our respective Affiliates for any products or services, as well as for any creditentriesin error.Youherebyauthorizethefinancialinstitutionwhere your Settlement Account is maintained to effect all such debits and credits to your account. This authority will remain in full force and effect until we have given written notice to thefinancialinstitutionwhereyourSettlement Account is maintained that all monies due under this Agreement and under any other agreements with us or our respective Affiliates for any productsor serviceshavebeen paid in full.
• Card Organization fees, charges, fines, penalties, registration fees, or other assessments including any fees levied against us or any amount for which you are obligated to indemnify us.
• Currency conversion was incorrectly calculated. NOTE: For Discover Networktransactions,youarenotpermittedto convertfromyourlocal Discover Network approved currency into another currency, nor may you quote the price of a transaction in U.S. Dollars if completed in another approved currency.
•
•
Fees for Services not previouslycharged.

Reversalof depositpostedto youraccountin error.
• Debitfor Summary Adjustmentnotpreviously posted.
• Reversalof Creditfordepositpreviously posted.
• Debit for Chargeback never posted to youraccount.
• Debit for EDC batch error fee.

5.9. Youagree to pay any fines imposed on us by any Card Organization resulting from Chargebacks and any other fees or fines imposed by a Card Organization with respect to your acts or omissions. You are responsible for any fines or feesimposed on us asa resultof acts or omissionsby your agentsorthirdparties.
• Card Organization Merchant Chargeback/fraud monitoring fees – excessive Chargeback handling fees.
• Failure of transaction to meet Member ControllerAuthorization Service (“MCAS”) – Cardholder account number on exception file.

5.10. If your Chargeback percentage for any line of business exceeds the estimated industry Chargeback percentage, you shall, in addition to the Chargeback fees and any applicable Chargeback handling fees or fines, pay us an excessive Chargeback fee for all Chargebacks occurring in such month in such line(s) of business. Each estimated industry Chargeback percentage is subject to change from time totime by us in order to reflect changes in the industry Chargeback percentages reported by Visa, Mastercard, American Express, Discover or PayPal. Your Chargeback percentage will be calculated as the larger of (a) the total Visa, Mastercard, American Express, Discover and PayPal Chargeback items in any line of business in any calendar month divided by the number of Visa, Mastercard, American Express, Discover and PayPal transactions in that line of businesssubmittedthatmonth,or (b) thetotaldollaramount of Visa, Mastercard, American Express, Discover and PayPal Chargebacks in any line of business received in any calendar month divided by the total dollar amount of your Visa, Mastercard, American Express, Discover and PayPaltransactionsin thatline of business submitted in thatmonth.

Original transaction currency (foreign) notprovided.•
• Travel voucher exceeds maximumvalue.
• Debit and/or fee for investigation and/or Chargeback costs related to this Agreement, or for costs related to our collection activities in an amountnolessthan$100.00.
• Costs arising fromreplacementor damage to equipmentrented. • Paymentof currentor pastdue amountsforanyequipmentpurchase, rentalorlease.
• Incorrectmerchantdescriptor(nameand/orcity,state)submitted. • Incorrecttransactiondatesubmitted.
• Shipping and handling fees.
• Costs or expenses associated with responding to any subpoena, garnishment,levy or otherlegalprocess associatedwithyouraccountin anamountnolessthan$150.00.

5.11. You agree to promptly and carefully review your merchant statementsor otherdocumentsprovidedormadeavailabletoyou

6. Chargebacks

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7.1.16. you will not at any time during the term of this Agreement, or until all amounts due under this Agreement have been paid in full, grant or pledge any security interestor lien in the Reserve Account,Settlement Accountor transactionproceedsto anyPersonwithoutourconsent; submit that are charged back. See the Operating Procedures for additional information regarding Chargebacks and Chargeback procedures.

6.2. Youshallreimburse us for any Chargebacks,return items,or other losses resulting from your failure to produce a Card transaction record requested by us within the applicabletime limits. 7.1.17. the Card transaction is not a payment for a product or service that violatesfederal,state or local law in anyjurisdiction that may be applicable.

7. Representations; Warranties; Covenants; Limitations on Liability; Exclusion of Consequential Damages 7.2. THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM

ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,

MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT

LIMITATION, ANY WARRANTIES REGARDING QUALITY,

SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, NONINFRINGEMENT OR OTHERWISE OF ANY SERVICES

OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES

PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT

LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A
THIRD PARTY.

7.1. Withoutlimitinganyotherwarranties,representationsor covenants hereunder, you represent, warrant and covenant to us, and with the submission of each sales Draft reaffirm, the following representations, warranties and/or covenants:

7.1.1. each Card transaction is genuine and arises from a bona fide transaction permissible under the Card Organization Rules by the Cardholder directly with you, represents a valid obligation for the amount shown on the SalesDraft,preauthorizedorder,or Credit Draft, and does not involvethe use of a Card for any other purpose; 7.3. IN NO EVENT SHALL EITHER PARTY, OR THEIR AFFILIATES

OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS,

EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER

ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER

LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST

BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL,

INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH

OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE

PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE

FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT

ACKNOWLEDGES AND AGREES THAT PAYMENT OF ANY EARLY

TERMINATION FEE OR LIQUIDATED DAMAGES AS PROVIDED

ELSEWHERE IN THISAGREEMENTSHALL NOTBE PROHIBITEDBY
THIS PARAGRAPH.

7.1.2. each Card transaction representsan obligation of the related Cardholder for the amountof the Card transaction;

7.1.3. the amount charged for the Card transaction is not subject to any dispute,setofforcounterclaim;

7.1.4. each Card transaction amount is only for respective merchandise or services (including taxes, but without any surcharge) sold, leased or rented by you pursuant to your business as indicated on the Application and, except for any delayed delivery or advance deposit Card transactions expressly authorized by this Agreement, the merchandise or service was actually delivered to or performed for the person entering into the Card transaction simultaneously upon your accepting and submitting the Card transaction forprocessing;

7.1.5. with respect to each Card transaction, you have no knowledge or notice of any fact,circumstancesor defensewhichwould indicate thatsuch Card transaction is fraudulent or not authorized by the related Cardholder or which would otherwise impair the validity or collectibility of the Cardholder’s obligation arising from such Card transaction or relieve the Cardholderfromliabilitywithrespectthereto;

7.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO

THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTIONS
13or7.5),OURCUMULATIVELIABILITYFORALLLOSSES,CLAIMS,

SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY

CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO,

THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT),

REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY
SHALLNOTEXCEED,(I)$50,000;OR(II)THEAMOUNTOFFEES

RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR SERVICES
PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS,
WHICHEVER IS LESS.

7.1.6. each Card transaction is made in accordance with these Card General Terms, Card Organization Rules and the Operating Procedures;

7.1.7. each Sales Draft is free of any alteration not authorized by the related Cardholder;

7.1.8. you have completed one Card transaction per sale; or one Card transactionper shipmentof goodsfor which the Cardholder hasagreed to partial shipments; 7.5. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION 13),

OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS

TO YOU FOR ANY REASON, OTHER THAN FOR ANY REASON
DESCRIBED IN SECTIONS 3.4, 3.6 OR 22.1, WILL BE LIMITED TO

INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT THE

TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION

AT THE RATE OF THE FEDERAL FUNDS, AS SET BY THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK FROM TIME TO TIME.

7.1.9. you are validly existing,in good standing and free to enter into this Agreement;

7.1.10. eachstatement made on the Application or otherinformation providedto us in supportof thisAgreementistrue andcorrect;

7.1.11. you are notdoingbusinessunder a name or style notpreviously disclosed tous;

7.1.12. you have not changed the nature of your business, Card acceptance practices, delivery methods, return policies, or types of products or services sold requiring a different Merchant Category Code (“MCC”) under Card Organization Rules, in a way not previously disclosed tous;

7.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO

THE CONTRARY, BANK IS NOT RESPONSIBLE, AND SHALL HAVE

NO LIABILITY, TO YOU INANY WAY WITH RESPECT TO NON
-BANK SERVICES.

8. Confidentiality7.1.13. you will use the Services only for your own proper business purposesandwillnotresell,directlyor indirectly,anypartof theServices toanyPerson;

8.1. Unless you obtain consents from us and each applicable Card Organization, Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) except for purposes of authorizing, completing and settling Card transactions and resolving any Chargebacks, Retrieval Requests or similar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. You shall

7.1.14. you have not filed a bankruptcy petition not previously disclosed tous;

7.1.15. you own and control the SettlementAccount,and no third party security interest or lien of any type exists regarding the Settlement Account or any Card transaction.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 addition to all other available remedies, to redress any breach.use proper controls for and limit access to, and render unreadable prior to discarding, all records containing Cardholder account numbers and Card imprints. You may not retain or store Magnetic Stripe data or Card Validation Codes after a transaction has been authorized. If you store any electronically captured signature of a Cardholder, you may not reproduce such signature except upon our specific request.

8.4. We will keep confidential any information we receive from Client via its use of the Services. Exceptions are that we may disclose such information (a) to third parties as appropriate to provide the Services (b) to our internal and external auditors, attorneys and regulators (c) as required or permitted by law, regulation or court order (d) to our respective Affiliates as appropriate. In addition, we may use data collected as part of performing payment processing or other transaction-related services for you for the purpose of providing additional products and services to you (“Transaction Data”), other merchants, or third parties.

This includes collecting, using, and de-identifying cardholder information, dates, amounts, and other Transaction Data to provide you with analytic products and services as well as collecting and using Transaction Data anonymized and aggregated with other merchants’ transaction data to provide you, other merchants, and third parties with analytic products and services.

8.2. Youacknowledge that you will not obtain ownership rights in any information relating to and derived from Card transactions. Cardholder account numbers, personal information and other Card transaction information, including any databases containing such information, may not be sold or disclosed to a third party as an asset upon a bankruptcy, insolvency or failure of Client’s business. Upon a bankruptcy, insolvency or failure of Client’s business all Card transaction information must be returned to Servicers or acceptable proof of the destruction of all Card transactioninformationmustbe providedto Servicers.

8.3. You will treat this Agreement, the Card Organization Rules and any information supplied or otherwise made accessible by us or our agentsas confidential,including withoutlimitation,(i) informationabout the products, services, operations, procedures, customers, suppliers, sales, pricing, business plans and marketing strategies of Servicers, their respective Affiliates and the customers, clients and suppliers of any of them; (ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secretin the sense that its confidentiality affords Servicersa competitive advantageoveritscompetitors;and(iii)allconfidentialorproprietary concepts,documentation,reports,data,specifications,computersoftware, source code, object code, flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable and will not disclose the same to anythirdparties,provided,however,that theserestrictionsdo not apply to information:(a)rightfullyobtainedon a non-confidentialbasisfroma Personandyouragentsandrepresentatives, which Person was not subject to a duty of confidentiality, (b) rightfully and independently known by you on a non-confidential basis prior to its disclosure or (c) generally available to the public other than through any disclosurebyor faultof you,youragentsor representatives.

8.5. You shall not assign to any Person, the rights to use the Marks of Servicers, our agents or the CardOrganizations.

8.6. All rights,title,and interestin and to allintellectualproperty related to the Services(includingwithout limitation, the contentof any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods),owned,developedor licensed by us priorto,during the term of, or after the Agreement,or employed by us in connection with the Services and any updates, changes, alterations, or modifications to or derivative works from such intellectual property, shall be and remain, as among the Parties,ourexclusiveproperty.

8.7. Client agrees that we may obtain relevant information from any applicable telecommunications provider utilized by Client, as necessary to investigateanyallegation of fraud,suspected fraud or other actual or alleged wrongful act by Client in connection with the Services.

8.8. Client will not: (a) use the Services in any way other than in accordance with this Agreement, any supplied documentation, or as otherwiseinstructedbyusin writing;(b) usetheServices,eitherdirectly or indirectly, to develop any service or product that competes with the Services;(c)disassemble,decompile,decrypt,extract,reverseengineer,or otherwiseattempttoaccess,ascertain,reconstruct,derive,orappropriate for any reason or purpose (i) the source code for any software, or (ii)any algorithm,process,procedure,idea,orotherinformationcontainedinthe Services;(d)modify,translate,oraltertheServicesinanymanner;(e)create derivative works of or based on the Services; (f) disclose or provide the Services to, or permitthe Services to be accessedor used (in any format or by any means) by, any third party other than your authorized employees and contractors who are subject to written confidentiality obligations binding upon such employees and contractors that are no less restrictive than the confidentiality provisions hereunder; (g) directly or indirectly make any copiesof the Services,exceptfor (i) backup/archivalpurposes, or (ii) only with respect to any supplied documentation, as reasonably necessary to facilitate use of the Services as long as any such copies containallappropriateproprietarynotices;(h) remove,relocate,ormodify anyproprietaryrightsnoticesrelatingto the Services; (i) attempt to access, or actually access,portionsof theServices notauthorizedby us foruse; (i) rent, lease, sell, assign, sublicense, or otherwise transfer to any third party, whether by operation of law or otherwise, any of the rights granted hereunder; (k) use the Services for any unlawful purpose; (l) use, access, transfer,move,relocate,ship,or transshipthe Servicesoutside of the United States without obtaining our advance written consent; or (m) circumvent, or attemptto circumvent,anyapplicablesecuritymeasuresof the Services.

8.3.1. Our confidential information shall be used by you only to exercise your rights and to perform your obligations hereunder. Client shall receive our confidential information in confidence and not disclose the confidentialinformation to any third party,exceptas may be agreedupon in writing by us. Client shall safeguard all of our confidential information using a reasonable degree of care, but not less than that degree of care used by it in safeguardingitsown similar information or material.Upon requestby us or upon termination of thisAgreement,Clientshallreturn to us or destroyallof ourconfidentialinformationin itspossessionor control.

8.3.2. The obligations of confidentiality and restrictions on use in this Section shall not apply to any confidential information that: (i) was in the public domain prior to the date of the Agreement or subsequently came into the public domain through no fault of Client; (ii) was received from a third party free of any obligation of confidence of Client to the third party and which third party, to Client’s knowledge, was not under an obligation to keep the informationconfidential; (iii) was already in Client’spossession priortoreceiptfromus;(iv)isrequiredtobedisclosedbylaw,regulation or court order after giving us as much advance notice as practical of the possibility of disclosure; or (v) is subsequently and independently developed by Client’s employees, consultants or agents without use of or reference to our confidential information.

8.3.3. Except as specifically provided for herein, this Section does not confer any right, license, interest or title in, to or under our confidential information to Client. Except as specifically provided for herein, no license is hereby granted to Client under any patent, trademark, copyright, trade secretorotherproprietaryrightsofours.

9. Assignments

9.1. Any transferor assignmentof this Agreementby you, without our priorwrittenconsent,byoperationof laworotherwise,isvoidablebyus.

Any transfer of voting controlof you or your parent shall be considered an assignmentor transferof thisAgreement.Furthermore,youshall indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, fees and fines arising from such transferee’s or assignee’s Submission

8.3.4. Client acknowledges that breach of the restrictions on use or disclosureof any of ourconfidentialinformationwouldresultin immediate and irreparable harm to us, and money damages would be inadequate to compensate for that harm. We shall be entitled to seekequitable relief,in WFB2210(Rev00–10/19) 11
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 the Services, throughout the term of this Agreement.of Card transactions to us for processing. For purposes of this Section 9, any transferof votingcontrolshall be consideredan assignmentor transfer of thisAgreement.

10.4. If any of the following events shalloccur (each an “Event of Default”):

9.2. The payment services provided by us require access to a single bank account in which we may initiate both credits and debits. You may not enterinto anyagreementthatwouldrequire,in anycircumstanceor event, the transfer of any payments or proceeds from Card transactions covered by thisAgreementto the custody or controlof any third party. You may not assign any rights, including the right of payment under this Agreement, to any other person.In the event that you make an assignmentof (or provide a security interest in) of receivables covered by this Agreement, then we may, at our option, elect to (a) refuse to acknowledge such assignment unless accompanied by an authorization to both initiate debits or credits to the bank account of the assignee,(b) terminate thisAgreement

10.4.1. a materialadverseor otherchange in your business,financial conditionorbusinessprospects;or

10.4.2. anyassignmentor transferof votingcontrolof you or yourparent; or

10.4.3. a sale of all or a substantialportionof yourassets;or

10.4.4. irregular Card sales by you, excessive Chargebacks, noncompliancewithany applicable data securitystandards,asdetermined by Servicers,or any Card Organization,or any other Person, or an actualor suspected data security breach, nonconformance with any applicable data security standards, as determined by Servicers, any Card Organization, or any other entity, or any other circumstances which, in our sole discretion, may increase our exposure for your Chargebacks or otherwise present a financialor security risk to us (including your processing transactionsfor a businesstypewehavedesignated asunqualifiedforprocessingwithus);or immediately,or (c) charge for any transfers that we are called upon to make manuallytofulfillsuchan assignmentattherateof$100pertransfer.

9.3. Another Visa and Mastercard member may be substituted for Bank under whose sponsorship this Agreement is performed with respect to Visa and Mastercard transactions. Upon substitution, such other Visa and Mastercard member shall be responsible for all obligations required of Bank for Visa and Mastercard transactions, including without limitation, full responsibility for its Card program and such other obligations as may be expressly required by applicable Card Organization Rules.Subject to Card Organization Rules, we may assign or transfer this Agreement and our rights, duties and obligations hereunder and/or may delegate or subcontract our rights, duties and obligations hereunder, in whole or in part, to any third party, whether in connection with a change in sponsorship,assetforthin theprecedingparagraph,orotherwise,without noticeto youor yourconsent.

10.4.5. anyofyourrepresentations,warrantiesorcovenantsinthis Agreementarebreachedin anyrespect;or

10.4.6. you default in any material respect in the performance or observanceof any term,covenant,condition or agreementcontained in this Agreement, including,without limitation, the establishment or maintenance of funds in a Reserve Account, as detailed in Section 11; or

10.4.7. you default in any material respect in the performance or observanceof any term,covenantor condition contained in any agreement with any of ourrespectiveAffiliates;

10.4.8. you default in the paymentwhen due, of any material indebtedness for borrowed money; or9.4. Except as set forth elsewhere in this Section and as provided in the following sentence, this Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of a party’s assets or business, shall have any right to continue, assume or assign this Agreement.

10.4.9. you file a petition or have a petition filed by another party under the U.S.bankruptcy code or any other laws relating to bankruptcy, insolvencyorsimilararrangementforadjustmentof debts;consentto or fail to contest in a timely and appropriate manner any petition filed against you in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of you or of a substantial part of your property; or make a general assignment forthebenefitof creditors;or takeanycorporateactionforthepurposeof authorizing any ofthe foregoing; or

10. Term; Events of Default

10.1. This Agreement shall become effective upon the date this Agreement is approved by our CreditDepartment.

10.2. The initial term of this Agreement shall commence as of the date of the first transaction submitted for processing to us and shall continue in force for three years. Thereafter, it shall renew for successive one year terms unless and until you provide written notice at leastninety(90)days priorto the end of the then current term or we provide you with notice in accordance with the Agreement. Should you fail to notify us in writing of your request to terminate you acknowledge and agree you will continue to be charged feespursuantto thisAgreementnotwithstandingnon- use of your account. If you have an equipment lease, termination of the Agreementwill notterminate your lease or change any of your obligations under that lease (including your obligation to make monthly lease payments).
yourindependentcertifiedaccountantsshallrefuseto deliveran10.4.10. unqualified opinion with respect to your annual financial statements and yourconsolidatedsubsidiaries;or

10.4.11. a violation by you of any applicable law or Card Organization Rule or our reasonable belief that termination of this Agreement or suspension of Services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S.Department of the Treasury or your breach, as determined by Servicers, of Section 25.2 (“Compliance with Laws”);then,upontheoccurrenceof(1)anEventofDefaultspecified insubsections10.4.4,10.4.9or10.4.11,wemayconsiderthisAgreement to be terminatedimmediately,withoutnotice,andallamountspayable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default, this Agreement may be terminated by us giving not less than 10 days’ notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand.

10.3. Notwithstanding the above or any other provisions of this Agreement, we may terminate this Agreement at any time and for any reason by providing 20 days’ advance notice to you. We may terminate thisAgreementimmediately or with shorternotice upon Event of Default as provided under Section 10.4 of this Agreement. You may terminate this Agreement without penalty in the event of a material breach of this Agreement by Servicers. In the event we provide notice to you of any new fees or increasesin existingfeesforServices,pursuantto Section5.6, youmayterminate thisAgreementwithoutfurthercauseor penaltyby notifying us that you are terminating this Agreement prior to the effective date of such new fees or increases. However, maintaining your merchant accountor your continued use of the Servicesafter the effective date of any such fee changes shall be deemed your acceptance of such fee changes for

10.5. Neither the expiration nor termination of this Agreement shall terminate the obligationsand rightsof the partiespursuantto provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. All obligations by you to pay or reimburse us for any obligationsassociatedwith transactions youhavesubmitted to us will to survive termination of this Agreement until finally and WFB2210(Rev00–10/19) 12
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 consistent with our liability for your Card transactions and Chargebacks in accordance with Card Organization Rules. We will hold funds pursuant to this Section 11 in master account(s) with your funds allocated to separate subaccounts. Unless specifically required by law, you shall not be entitled to interest on funds held by us in a Reserve Account.
irrevocably paid in full and settled.

10.6. If any Event of Default occurs and regardless of whethersuch Event of Defaulthas been cured,we may, in our sole discretion,exerciseallof our rights and remedies under applicable law and this Agreement, including, withoutlimitation,exercisingourrightsunderSection11.

11.3. If your funds in the Reserve Account are not sufficient to cover the Chargebacks, adjustments, fees and other charges and amounts due from you, or if the funds in the ReserveAccount have been released, you agree to promptlypayus such sums upon request.

10.7. In the event you file for protection under the U.S.bankruptcy code or any other laws relating to bankruptcy, insolvency, assignment for the benefitof creditorsor similar laws, and you continue to use ourServices, it is your responsibility to open new accountsto distinguishpre and post filing obligations. Youacknowledge that as long as you utilize the accounts you established prior to such filing, we will not be able to systematically segregateyourpost-filingtransactionsor preventset-offof thepre-existing obligations. In that event, you will be responsible for submitting an accounting supporting any adjustments that you mayclaim.

11.4.1. Tosecure your obligations to us and our respective Affiliatesunder this Agreement and any other agreement for the provision of equipment products or services (including any obligations for which payments on account of such obligations are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause), you grant to us a first priority lien and security interestin and to (i) the ReserveAccount and(ii) any of your funds pertaining to the Card transactions contemplated by this Agreement now or hereafterinourpossession,whethernoworhereafterdueor tobecome due to you from us. Any suchfunds,money or amountsnow or hereafterin our possession may be commingled with other funds of ours, or, in the case of any funds held pursuant to the foregoing paragraphs, with any other fundsof othercustomersof ours.In additionto any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, we are hereby authorized by you at any time and from time to time, without notice or demand to you or to any other Person (any such notice and demand being hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such funds against and on account of your obligations to us and our respective Affiliates under this Agreement and any other agreement with us or any of ourrespectiveAffiliatesfor any related equipment or related services (including any check warranty and check verification services), whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. You agree to duly execute and deliver to us such instruments and documents as we may reasonablyrequestto perfectandconfirmthelien,securityinterest,rightof set off,recoupmentand subordination set forth in thisAgreement.

10.8. The Card Organizations often maintain lists of merchants who have had their merchant agreements or Card Acceptance rights terminated for cause. If this Agreement is terminated for cause, you acknowledge thatwe may be requiredto report your business name and the names and other information regarding its principals tothe Card Organizations for inclusion on such list(s). Youexpressly agree and consent to such reporting if youare terminated as a resultof the occurrenceof an Eventof Defaultor for any reason specified as cause by Visa, Mastercard, Discover, PayPal or American Express. Furthermore, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting.

10.9. After termination of thisAgreementfor anyreasonwhatsoever,you shall continue to bear total responsibility for all Chargebacks, fees, Card Organization fines imposed on us as a result of your acts or omissions, Credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other amounts then due or which thereaftermaybecomedue underthisAgreement.

10.10. After the initial term of this Agreement, if your merchant account is determined to be inactive as determined in our sole discretion, we may cancelthisAgreementwithoutfurther notice.Inactivitywillbe determined by an extended period of time with no transactions processed by us on yourbehalf. 11.4.2. To the extent funds are held in a separate Reserve Account, the ReserveAccountshallbe subjectto (i) Servicers’securityinterestpursuant to this subsection 11.4, and (ii) an account control agreement (as defined by the applicable sections of the Uniform Commercial Code, hereinafter referred to as “Control Agreement”) among you, the institution at which the Reserve Account is held (such institution hereinafter referred to as “Settlement Account Bank”) and Servicers (such investment account hereinafter referred to as the “Control Account”). The Control Agreement shall be in form and substance satisfactory to Servicers. The Settlement Account Bank shall be a national bank which is mutually acceptable to you andServicers.

In the event we close this Agreement for inactivity, the early termination fee will not apply.

11. Reserve Account; SecurityInterest

11.1.Youexpressly authorize us to establish a Reserve Account to help mitigate our risk exposure under this Agreement. The decision to establish a Reserve Account (and the amount thereof) lies exclusively with us, and you understand that you are obligated to fund such account pursuant to the terms and conditions set forth in this Section 11. The amount of such Reserve Account shall be set by us, in our sole discretion, based upon your processinghistory (whereapplicable)and the potentialriskof loss to us as wemaydeterminefromtimetotime.

11.4.3. For sake of clarification and notwithstanding anything in the Agreement to the contrary, in the event Servicers deduct, holdback, suspend, off set or set off anysettlementmoniesor amountsotherwisedue you pursuant to the terms of this Agreement (collectively, Set Off Funds), you acknowledge that such Set Off Funds will be held in a commingled Reserve Account(s) of Servicers unless such Set Off Funds are wired or deposited by Servicers into any Control Account, pursuant to a Control Agreement in which case Servicers will transfer Set Off Fundsfrom their commingled Reserve Account(s) to the Control Account as soon as practicable using commercially reasonable efforts.

11.2. The Reserve Account shall be fully funded upon three (3) days’ notice to you, or in instances of fraud or suspected fraud or an Event of Default, Reserve Account funding may be immediate. SuchReserve Account may be funded by all or any combination of the following: (i) one or more debits to your Settlement Account or any other accounts held by Bank or any of its Affiliates at any financial institution maintained in the name of Client, any of its principals, or any of its guarantors, or if any of the same are authorized signers on such account; (ii) any payments otherwise due to you, including any amount due from TeleCheck; (iii) your deliveryto us of a letterof credit; or (iv) if we so agree, your pledge to us of a freely transferable andnegotiable certificate of deposit.Any suchletter of credit or certificate of deposit shall be issued or established by a financial institution acceptable to us and shall be in a formsatisfactory to us. In the event of termination of thisAgreementby any party,an immediate Reserve Account may be established without notice in the manner provided above.

Any Reserve Account will be held by us for the greater of ten (10) months aftertermination of thisAgreementor for such longer period of time as is

11.4.4. If in replacement of or in addition to the first priority lien and security interest in the Reserve Account, you grant to Servicers a first priority lien and security interest in and to one or more certificates of deposit, the certificates of deposit shall be uncertificated and shall be subject to an Acknowledgement of Pledge of Certificate of Deposit and Control Agreement (the “Certificate of Deposit Control Agreement”) by, between and among Customers, Servicers and the financial institution that has established and issued the certificate of deposit. The form of the WFB2210(Rev00–10/19) 13
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 of this Agreement,in which case the terms of thisSection 14 willcontrolfor purposes of Non-Bank Services; provided, however, that (i) Bank is not a party to this Agreementinsofar as it relates to Non-Bank Card transactions, and Bank is not liable in any way with respect to such Non-Bank Services and related services and (ii) you agree to pay Processor any per item processing, authorization and other fees described in the application for any Non-Bank Services you receive from Processor. For the purposesof this Section 14, the words“we”,“our”and“us”referonlyto Processorandnotto the Bank.Youauthorize us to share information fromyour Application with American Express and any other Non-Bank Services related organization.

Certificate of Deposit Control Agreement and the financial institution that will establish and issue the certificate of deposit shall be satisfactory and acceptable to Servicers.

12. Financial and Other Information

12.1. Upon request, you will provide us and our Affiliates, quarterly financial statements within 45 days after the end of eachfiscalquarterand annual audited financial statements within 90 days after the end of each fiscalyear.Suchfinancialstatementsshallbe preparedin accordance with generally accepted accounting principles. You will also provide such other financialstatementsand other information concerningyour business and your compliance with the terms and provisions of this Agreement as we may reasonably request. You authorize us and our Affiliates to obtain from third parties financial and credit information relating to you in connection with our determination whetherto accept thisAgreementand our continuing evaluation of your financial and credit status. We may also accessand use information which youhaveprovided to Bank for any other reason.Uponrequest,youshallprovide,and/orcauseto be provided,to usandourAffiliates,or ourrepresentativesor regulators(aswellasthose of the Card Organizations) reasonable access to your or your providers’ facilities and records for the purpose of performing any inspection and/ or copying of your books and/or records deemed appropriate. In such event, you shall pay the costsincurred by us or our Affiliatesfor such inspection, including,butnot limited to, costsincurred for airfare and hotel accommodations. Section 12.1 shall not be in force as long as you provide Wells Fargo Bank, N.A. with your current financial statements (e.g., as a requirementofyourlendingorothercommercialrelationshipwith Wells Fargo Bank, N.A. or its Affiliate) and Wells Fargo Bank, N.A. is permitted to disclose your financial statements to Wells Fargo Merchant Services upon request. In the event you terminate your commercial lending relationship with Wells Fargo Bank, N.A., you shall be obligated to satisfy the requirements of this Section 12.1.

14.2. If you accept American Express under the American Express EDC Program, you understand that if, based upon your anticipatedCard transaction volume you do not qualify for our full service program but have otherwise been approved for accepting American Express transactions, then (a) your authorizations will be obtained from and funded by American Express, (b) American Express will provide you with its own agreement that governs those transactions, and (c) you understand and agree that (i) we arenotresponsible andassume absolutely no liability with regard to any such transactions, including but not limited to the funding and settlement of American Express transactions, and (ii) American Express will charge additionalfeesfor the services they provide. If, based on your anticipated Card transaction volume, you do qualify for our full service program, then your acceptance of American Express will be governed exclusively by this Agreement.

14.3. If you accept JCB, Diners Club International, UnionPay, BCcard, and Dinacard cards, you agree to be bound by the Discover provisions of this Agreement. You also acknowledge and agree that JCB, Diners Club International, UnionPay, BCcard, and Dinacard transactions will be processed under and will be subject to Discover Card Organization Rules.

14.4. If you accept Voyager and/or WEX Cards, you agree to be bound by the WEX and/or Voyager rules. You also agree to be bound by all other provisions of this Agreement which are applicable to WEX and/or Voyager.12.2. You will provide us with written notice of any judgment, writ, warrantofattachment,executionorlevyagainstanysubstantialpart(25% or morein value)of yourtotalassetsnotlaterthanthree(3)daysafteryou becomeawareofsame.

14.5. If you execute a separate WEX Merchant Agreement, (WEX Non FullServiceProgram),youunderstandthatwe willprovidesuchagreement to WEX, but that neither we nor WEX shall have any obligation whatsoever to you with respect to processing WEX Cards unless and until WEX executes your WEX Merchant Agreement. If WEX executes your WEX Merchant Agreement and you accept WEX Cards, you understand that WEX transactions are processed, authorized and funded by WEX. You understand that WEX is solely responsible for all agreements that govern WEX transactions and that we are not responsible and assume absolutely no liability with regard to any such agreements or WEX transactions, including but not limited to the funding and settlement of WEX transactions. Youunderstand that WEX will charge additional fees for the servicesthatitprovides.

13. Indemnification

13.1. You agree to indemnify and hold us and the Card Organizations harmless from and against all losses, liabilities, damages and expenses:
(a) resultingfromtheinaccuracyor untruthfulnessof anyrepresentation orwarranty,breachofanycovenantoragreementoranymisrepresentation by you under thisAgreement;
(b) arising out of your or your employees’ or your agents’ negligence or willfulmisconduct,in connectionwithCardtransactionsor otherwise arising fromyour provisionof goodsand services to Cardholders;

14.6. If you elect to participate in the WEX Full Service Program, the following terms andconditions shall apply:(c) arising out of your use of the Services; or (d) arising out of any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any Card Organization or Issuer).
a) You shall provide, at your own expense,allequipmentnecessary to permit the electronic acceptance of the WEX Cards, including the operation and maintenance of the equipment, telecommunication link, and provision of all networking services;13.2. We agree to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from any breach of any warranty, covenant or agreement or any misrepresentation by us under this Agreementor arising out of our or our employees’ gross negligence or willful misconduct in connection with this Agreement; provided that this indemnity obligation shall not apply to Bank with respect to Non-Bank Services.
b) All authorization request data for WEX Card sales must include WEX Cardholder account number, vehicle number, Card expiration date, driver identification number; and the amountof the transaction,date and time of the transaction, quantity of goods sold, unit price, and product code (the “Authorization Request Data”). All manual WEX
Card sales (i.e., sales facilitated by a card imprinter) must include an Authorization number or other approval code from WEX along with the aforementioned Authorization Request Data;

14. Special Provisions Regarding Non-Bank Services

14.1. Certain Card transactions may be provided to you by Processor and not by Bank. These are considered “Non-Bank Services ”, and may include certain Discover, American Express, Voyager and WEX Card transactions.

This Section 14 applies to such Non-Bank Services. Services provided, transactionsprocessedandothermatterscontemplated under thisSection 14 are subject to the rest of the Agreement, as applicable, except to the extentthetermsof thisSection14directlyconflictwithanotherprovision c) You shall not submit a WEX Card sale for processing when a WEX Card is not presented at the time of the WEX Cardsale;
d) You shall complete a WEX Card sale only upon the receipt of an Authorization approval message and not accept a WEX Card when an WFB2210(Rev00–10/19) 14
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • In additionto theinformationprovidedunderSection32 (Settlement) of the Operating Procedures, settlement of Voyager transactions will generally occur by the fourth banking day after we process the applicable card transactions. We shall reimburse you for the dollar amount of sales submitted for a given day by you, reduced by the amount of Chargebacks, tax exemptions, discounts, Credits, and the fees set forth in the Application.

Neither we nor Voyager shall be required to reimburse you for sales submitted more than sixty (60) days from the date of purchase. expired Card/decline message is received;
e) You shall not submit a WEX Card sale for processing until the goods havebeendeliveredorservicesperformed;
f) You shall not accept a WEX Card where the WEX Card appears to be invalid or expired or there is reasonable belief that the WEX Card is counterfeit or stolen;
g) You shall provide a copy of the receipt for a WEX Card sale, upon the requestof theCardholder,to theextentpermittedbyapplicablelaw,which shall not include the full account number or driveridentificationnumber; • For daily transmission of sales data, you shall securely maintain true and complete records in connection with the information required to be providedunderthisparagraphfora periodof notlessthanthirty-six(36) months from the date of the generation of the data. You may store records on electronic media, if secure. You are responsible for the expense of retaining sales data records and SalesDrafts.
h) You shall require the Cardholder to sign a receipt when a WEX Card sale is notcompleted by an islandCard reader;
i) You shall take allcommercially reasonableefforts to protectmanual WEX Card sales data from fraud ormisuse;
• In addition to the scenariosidentified in Section 36.1.4 of the Operating Proceduresthatcould cause an authorization related Chargebackto occur with respect to Voyager transactions, Chargebacks shall be made in accordance with any other Voyager rules. Notwithstanding termination or expiration of this paragraph or the Agreement, you shall remain liable for all outstanding Chargebacks on Voyager transactions.
j) You shall not divide the price of goods and services purchased in a single WEX Card sale among two or more sales receipts or permit a WEX Card sale when only partial payment is made by use of the WEX Card and the balance is made with another bank Card;
k) You shall securely maintain a record of all WEX Card sales, including the Authorization Request Data, for a period of one year and produce such recordsupon the reasonable requestof WEX;
• In addition to the information provided under Section 7 (Representations; Warranties; Covenants; Limitations of Liability; Exclusion of Consequential Damages) of the Card General Terms, in no event shall our cumulative liability to you for losses, claims, suits, controversies, breaches or damages for any cause whatsoever in connection with Voyager transactions exceed the lesser of $10,000.00 or the Voyager Transaction Fees paid by you to us for the two months prior to the action giving arise to the claim.
l) You shall notify Processor of any errors contained within a settlement reportwithinfortyfive(45)daysofreceiptofsuchreport.Processorwillnot acceptreprocessing requests for WEX transactions older than 90 days; m) You shall allow WEX to audit records, upon reasonable advance notice, related to the WEX Full Service;and
n) Youshall retransmit WEX Card sales data when reasonably requested to doso.
• Notwithstanding anything in this Agreement to the contrary, our obligation to provide services to you relating to any Fleet Card will terminate automatically without penalty to us or the related Card Organization upon the earlier of (i) the termination or expiration of our agreementwithsuchCardOrganization,(ii)at leasttwenty(20)daysprior written notice by us to you;(iii)yourfailureto complywithmaterialterms relating to such Fleet Card transactions, or (iv) written notice, if an Card Organization discontinues its Card.
o) Client acknowledges and agrees that its sole remedies with respect to the WEX Full Acquiring services shall be against Processor for the WEX Full Acquiring Services and not WEX, except to the extent that WEX knows of any fraud related to the WEX Cards and fails to provide notice of such fraud or WEX commits fraud in respect to the WEX Full Acquiring Services.

14.7. If you accept Voyager Cards: 14.8. If you accept PayPal Cards you understand that the following requirements apply to PayPal Card transactions in addition to the informationrequiredin thisAgreement:
• In addition to the information stated in Section 26 (Mastercard,Visaand Discover, PayPal and American Express Acceptance) of the Operating Procedures,youshould check Fleet Cards for any printed restrictionsat the point of sale.
• Only PayPal’s in-store, Card present transactions are eligible for processing under this Agreement. Online, cash over, cash advance, quasi cashtransactions,internationaltransactions or manuallyentered transactions may not be processed (you must contact us or PayPalfor informationrelatedto services that are not covered in thisAgreement). • In addition to the information provided under Section 26.5 (Special Terms) of the Operating Procedures, you shall establish a fair policy for the exchange and return of merchandise.Youshallpromptly submit Creditsto us for any returns that are to be credited to a VoyagerCard holder’s account. Unless required by law, you shall not give any cash refunds to any Voyager Card holder in connection with a sale. • Youwill provide us with information about the Card transactionsyou conduct including data related to your Authorization requests, Card transactions,andtransactiondisputeresponses.
• InadditiontotheinformationrequiredunderSection28.1(Information Required) of the OperatingProcedures,the followinginformationmust be contained on the single page document constituting the Sales Draft for Voyager transactions:
• You will provide us with aggregate and individual information about the Card transactions you accept; including, the number, type and kind of transactions you conduct, your disputes, your business operations, your merchant category code information, and any other information you are requiredtoprovideunderthisAgreement.– Time oftransaction. • You will not use, store, retain or otherwise disclose any of PayPal’s confidential information, Cardholder data, magnetic stripe track data, or PayPalCard transactiondata (other than as necessary to complete a transaction).
– Type of fuel sold.
– As permitted by the applicable POS device, odometer reading. – For all cashier-assisted Sales Drafts and Credit Drafts processed manuallyusinga cardImprinterif required,theidentificationnumberfrom the source credentials provided by Cardholder to validate Cardholder’s identity(e.g.,Driver’sLicensenumber).
• You will not use a PayPal Cardholder’s personal information for marketingand/orotherpurposeswithoutexplicitconsentfromthe Cardholder.
• If an increase in the number of Voyager transaction authorization calls from you not due to our or Voyager system outages in excess of 15% for a given month as compared to the previous month occurs, we may, in our discretion,deducttelephone charges,notto exceed$.25(25cents)percall, for the increasedcalls,fromyour settlementof yourVoyagertransactions.

15. Special Provisions for Debit Card
The special provisions outlined in this Section 15 apply only to those Debit Card transactions that are processed by a Cardholder entering a PIN unless the transaction is a debit network supported PINless Transaction.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • You must issue a receipt to the Cardholder upon successful completion of a transaction and effect PAN Truncation on it.A PINless transaction is a Debit card transaction that a merchant submits to us for settlement/ funding transactions with neither a PIN nor Signature. The Services provided, transactions processed and other matterscontemplatedunderthisSection15 aresubjectto the rest of this Agreement, as applicable, except to the extent the terms of this Section 15 directly conflict with another provision of this Agreement, in which case the terms of this Section 15 will control.
• You may not manually enter the account number for PIN Debit transactions. Signature Debit transaction may be key entered if you are unable to swipe the Card.The accountnumber must be readelectronically from the Magnetic Stripe/chip for transactions authenticated with aPIN.

If the Magnetic Stripe/chip is unreadable, you must request another form of payment from the Cardholder. Do not obtain a signature if PIN authentication is not supported or available.15.1. Debit Card Acceptance. Most, but not all, Debit Cards can be accepted at the point of sale at participating locations. Examine the back of the Debit Card to determine if the Card participates in a network that you are authorized to accept. The Network mark(s) will usually be printed on the back of the Card. If the Debit Card is valid and issued by a participating network,youmustcomplywiththefollowinggeneralrequirementsfor all participating networks, in addition to any specific requirements of the network.
•Any applicable tax must be included in the total transaction amount for which authorization is requested. Tax may not be collected separately in cash.
•YOU ARE RESPONSIBLE FOR SECURING YOUR POS DEVICES

AND FOR IMPLEMENTING APPROPRIATE CONTROLS TO

PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING REFUNDS

AND VOIDS THAT DO NOT REFLECT BONA FIDE RETURNS OR
REIMBURSEMENTS OF PRIOR TRANSACTIONS.
• Youmust honor all valid Debit Cards when presented that bear authorized network marks.
• Youmust treat transactionsby Cardholdersfrom all Issuers in the same manner.

15.3. Cash Back From Purchase. You may offer cash back to your customers when they make a PIN Debit Card purchase, if cash back is supported by the PIN Debit Network associated with the PIN Debit Card presented by your customer. You may set a minimum and maximum amount of cash back that you will allow. If you are not currently offering this service, your POS device may require additional programming to begin offering cash back as long as it is supported by the Debit network. • You may not establish a minimum or maximum transaction amount for Debit Cardacceptance.
•You may process cash back or store credit on PIN Debit Cards on a merchandise return according to your store policy.
• You may not require additional information, beside the PIN, for the completion of the transaction unless the circumstances appear suspicious.

A signature is not required for Debit Card transactions.

15.4. Settlement. You must reconcile your accounts for each location daily and notify us within24 hoursof anyissues.

15.5. Adjustments. An adjustment is a transaction that is initiated to correct a Debit Card transaction that has been processed in error. For Signature Debit transactions (including “no signature” signature debit transactions), both the Cardholder and the Card Issuer have the right to question or dispute a transaction. If these questions or disputes are not resolved, a Chargeback may occur. You are responsible for all adjustment and Chargeback fees that may be charged by a Debit network. Some PIN networksmayhaveestablishedminimumamountsforadjustments. • You shall not disclose transactionrelated information to any party other than your agent, a network, or issuing institution and then only for the purposeofsettlementorerrorresolution.
• You may not process a Credit Card transaction in order to provide a refund on a Debit Cardtransaction.

15.2. Transaction Processing.The following general requirements apply to all Debit Cardtransactions.

There are several reasons for adjustments being initiated:• All Debit Card transactions must be authorized and processed electronically.Thereisnovoiceauthorizationor Imprinterprocedurefor Debit Card transactions.
•TheCardholderwaschargedan incorrectamount,whethertoo littleor too much.
• You may not complete a Debit Card transaction that has not been authorized. The Cardholder should be instructed to contact the Issuer to find out why a transaction received a Referral or decline response. If you cannot obtain an authorization at the time of sale, you should request anotherformof paymentfromthe customeror processthetransactionasa Store and Forwardor Resubmission,in which case you assume the riskthat the transaction fails to authorize or otherwise declines. The Cardholder should be instructed to contact the Issuing Bank to find out why a transaction has beendeclined.
•The Cardholder wascharged more than once for the same transaction. • A processing error may have occurred that caused the Cardholder to be charged even though the transaction did not complete normally at the point of sale.
•A Cardholder is disputing the goods orservices provided. •All parties involved in processing adjustments and Chargebacks are regulated by time frames that are specified in the operating rules of the applicable Debit Card network, The Electronic Funds Transfer Act, Regulation E, and otherapplicablelaw.• Unless the transaction is a network supported PINless Transactionyou may not complete a Debit Card transaction without entry of the Personal Identification Number (PIN) by the Cardholder (and no one else) or signature by the Cardholder(andno oneelse).

16. Special Provisions Regarding Electronic Benefit Transfer (“EBT”) If you elect to engage in EBT transactions, the terms and conditions of this Section 16 shall apply.
• The PIN must be entered into the PIN pad only by the Cardholder. You EBT transactions are provided to you by Processor and not by Bank. The Servicesprovided,transactionsprocessedandothermatterscontemplated under this Section 16 are subject to the rest of this Agreement, as applicable,exceptto the extentthe terms of this Section 16 directlyconflict with another section of this Agreement, in which case the terms of this Section16willcontrolforpurposesofEBTtransactions;provided,however, that Bank is not a party to this Agreement insofar as it relates to EBT transactions, and Bank is not liable to you in any way with respect to such Services. For the purposes of this section, the words “we,” “our” and “us” referonlyto the Processor and not to theBank.
cannotacceptthe PIN from the Cardholderverbally or in written form. • The Debit Network used to process your debit transaction will depend upon,amongother things,our own business considerations,the availability of Debit network at the time of the transaction and whether a particular Debit Card is enabled for a particular Debit network. The Debit network used to route your transaction may or may not be the lowestcostnetworkavailable.Wemay,in oursolediscretion(i) use any Debit network available to us for a given transaction (including any of our affiliated PIN Debit networks) and (ii) add and/or remove Debit networks available to you based on a variety of factors including availability,features, functionalityandourown businessconsiderations. We offer electronic interfaces to EBT networks for the processing, settlement and switching of EBT transactions initiated through the use WFB2210(Rev00–10/19) 16
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 i. An authorizationnumber for the amountof the purchase must be received by you from the applicable EBT service provider while the respective EBT customer is present and before youprovide such EBT customer with any FNS, SNAP and WIC Benefits, or Cash Benefits, as applicable. You must not attempt to voice authorize a manual EBT transaction if the EBTcustomer is not present to sign the voucher. of a state-issued EBT card (“EBT Card”) at your POS Terminal(s) for the provision of United States Department of Agriculture, Food and Nutrition Service (“FNS”), Supplemental Nutrition Assistance Program (“SNAP”) and Women, Infants and Children Benefits (“WIC Benefits”) and/ or government delivered Cash Benefits (Cash Benefits, together with FNS, SNAP and WIC Benefits, collectively are referred to as the “EBT benefits”) to EBT benefit recipients (“EBT customers”), subject to the terms below. The EBT customer must sign the voucher. A copy of the voucher should be given to the EBT customer at the time of authorization and you should retainonecopyforyourrecords.16.1. Acceptance of EBT Benefits. You agree to accept EBT Cards and provide EBT benefits to EBT customers through the use of POS Terminals, PIN pad and printer or other equipment that meet required standards set forth in the EBT Rules(including those set out in the Quest Rules) (“Authorized Terminal”) during your normal business hours, in a manner consistent with your normal business practices.
ii. Specified EBT customer, clerk and sales information, including the telephoneauthorizationnumber,mustbe enteredproperlyandlegiblyon themanualsalesdraft.
iii. All manual voucher authorizations must be cleared on your Authorized Terminal within 14 days after the date of applicable voice authorization. Vouchers cannot be cleared by any manner except by your Authorized Terminal therefore you should never mail vouchers requesting payment.If a voucherexpiresbefore it has been cleared byyourAuthorized Terminalfor payment,no further action can be taken to obtain paymentfor thevoucher.

The “EBT Rules” means (i) all procedures that we establish and provide to you from time-to-time regarding your acceptance of EBT Cards and provision of EBT benefits to EBT customers; (ii) the Quest Rules, as amended from time-to-time, issued by the National Automated Clearing House Association and as approved by the Financial
Management Service of the U.S. Treasury Department, as necessary (and any rulesthatsucceed or replace the QuestRules); and (iii) other such laws, rules, regulations and procedures that are applicable to the acceptance of EBT Cards and the provision of EBT benefits by you under thisSection 16, including without limitation, laws pertaining to delivery of services to EBT customers and EBT customer confidentiality, the federal Civil Rights Act of 1964, Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean Water Act, Energy Policy and Conservation Act, Immigration Reform and Control Act of 1986, regulations issued by the Department of Agriculture pertaining to Food Stamp Program, and, any additional procedures specified by the state regarding lost EBT Cards, forgotten PINs, discrepancies in benefits authorized and similar matters by providing EBTcustomerswith information such as telephone numbers and addresses of the state or other appropriate agencies. The “Food Stamp Program” is the government benefits program operated under the authorityof the Food Stamp Act of 1964.
iv. In the eventthat, due to EBT host failure, EBT benefit availability for an EBTcustomercannotbe determinedat thetimeyourequestauthorization, the maximum authorized manual transaction and benefit encumbrance will be $40.00 or suchother state specific floor limit as set forth in the most currentversion of the applicableEBTRules.
v. Except as specifically provided in the applicable EBT Rules, you will not be reimbursed and will be solely responsiblefor a manualtransactionif you fail to obtain an authorization number from the applicable EBT service provider as set forth in this Section 16 or otherwise fail to process the manualtransaction in accordancewith the EBTRules.
vi. If you have not received an authorizationnumber in accordancewith paragraph 16.1 above, you may not “re-submit” a manual sales draft for paymentforthetransaction.

16.3. Acceptance of EBT Cash Benefits. If you agree to accept EBT Cards and to provide Cash Benefits, you agree to maintain adequate cash on hand to issue EBT service provider authorized Cash Benefits and will issue such Cash Benefits to EBT customers in the same manner and to the same extent cash is provided to your other customers. You may not require, and may not in your advertising suggest, that any EBT customers must purchase goods or services from you as a condition to receiving Cash Benefits, unless such condition applies to other customers as well. You may not designate and direct EBT customers to special checkout lanes restricted to use by EBT customers unless you also designate and direct other customers to special checkout lanes for Debit Cards or Credit Cards and/or other payment methods such as checks other than cash.

You will provide EBT benefits to EBT customers, in accordance with applicable law and the procedures set out in the EBT Rules, in the amount authorized through your Authorized Terminal upon presentation by an EBT customer of an EBT Card and such EBT customer’s entry of a valid PIN. If the Authorized Terminal fails to print EBT benefit issuance information asapproved andvalidated asa legitimate transaction,youwill comply with the proceduressetforthin the EBT Rules for authorizationof EBT benefits in such instance.Youare solely responsible for your provision of EBT benefits other than in accordance with authorizations timely received from EBT service provider. You will not resubmit any EBT Card transaction except as specifically permitted by the applicable EBT Rules and procedures.Youmust provide a receipt for each EBT transaction to the applicable EBT customer.

16.4. Interoperability. If you accept Cards and provide EBT benefits (FNS, SNAP and WIC Benefits and/or Cash Benefits), you must do so for EBTcustomersfromallstates.You will not accept any EBT Card for any purpose other than providing EBT Benefits, including without limitation accepting an EBT Card as security for repayment of any EBT customer obligation to you. In the event of any violation of this provision, you will be obligated to reimburse the state or us for any EBT benefits unlawfully received by either you or an EBT customer to the extent permitted by law. Cash should never be dispensed for FNS, SNAP and WIC Benefits.

16.5. Required Licenses. If you provide FNS, SNAP and WIC Benefits under thisAgreement,yourepresentand warrantto us that you are a FNS authorizedmerchantandarenotcurrentlydisqualifiedorwithdrawnfrom redeemingfoodstampcouponsorotherwisedisqualifiedorwithdrawnby FNS. You agree to secure and maintain at your own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of EBT benefits under this Agreement, including without limitation, any applicable franchise tax certificate and non-governmental contractor’s certificate, and covenant that you will not accept EBT Cards or provide EBT benefits at any time during which you are not in compliancewith the requirementsof any EBTRules.

16.2. Manual EBT Vouchers. In accordance with the procedures set forth in this Section 16 and the EBT Rules, you will manually accept EBT Cards during periods of time when your Authorized Terminal is not working or the EBT system in not available; you will manually provide EBT benefits in the amount authorized through the applicable EBT service provider to the EBT customers at no cost to the EBT customers upon presentation by an EBT customer of his/her EBT Card. All manual voucher authorizations must be cleared on your POSterminalfor paymentof voucher to be made to you. In addition to any procedures set forth in the EBT Rules, the following limitations will apply to manual issuance of FS Benefits by merchant:

16.6. Term and Termination. If you are disqualified or withdrawn from the Food Stamp Program, your authority to issuebenefitswillbe terminatedconcurrentlytherewith.Suchdisqualificationorwithdrawalwill be deemed a breach of this Agreement with respect to your authority to issue CashBenefits and, in the event of such disqualification; we have the WFB2210(Rev00–10/19) 17
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16.9. Miscellaneous.right to immediately terminate the provision of service under this Section 16 or the Agreement in its entirety. With respect to the issuance of Cash Benefits only, your authority to issue Cash Benefits may be suspended or terminated immediately at the sole discretion of us, the state or its EBT service provider, effective upon delivery of a notice of suspension or termination specifying the reasons for such suspension or termination if there shall be (i) any suspension, injunction, cessation, or termination of the EBT service provider's authority to provide EBT services to the state; (ii) failure by you, upon not less than thirty (30) days prior written notice, to cure any breachby you of the provisionsof these termsand conditions, including without limitation, your failure to support the issuance of EBT benefits during your normal business hours consistent with your normal business practices, your failure to comply with EBT issuance procedures, your impermissible acceptance of an EBT Card, or your disqualification or withdrawalfromtheFoodStampProgram;or (iii)basedon a state’sor its EBT service provider’sinvestigation of the relevant facts, evidence that you or any of your agentsor employeesare committing,participating in, or have knowledge of fraud or theftin connection with the dispensingof EBT benefits. If you fail to cure any breach as set forth above, you may appeal suchsuspensionof termination to the applicablestate for determination in its solediscretion.

16.9.1. Errors. You will fully cooperate with us and any other participants in the EBT system in the resolution of errors and disputes regarding EBT transactionsprocessedpursuantto thisSection16.Youwillpromptlynotify us of anysucherrorsor disputes.

16.9.2. IssuanceRecords.
i. You agree to make available such informational materials as may be required by the state,its EBTservice provideror anyapplicableregulations pertaining to the issuance of Benefits.
ii. You will retain all EBT-related records (including but not limited to manual sales drafts or vouchers) in the manner required by the EBT Rules or otherwise reasonably requested by us for three (3) years following the date of the applicable EBT transaction, or for such additionalperiod as may be required by the EBT Rules. Records involving matters in litigation will be kept by you for a period of not less than three (3) years following the termination of the applicable litigation. Copies of any documents in media other than paper (e.g. microfilm, etc.) related to this Section 16 may be substituted for the originals to the extent permitted under applicable EBT Rules and provided that legible paper copies can be reproduced within a reasonabletimeaftersuchrecordsarerequested.

In the event that your authority to accept benefits is suspended or terminated by a state or its EBT service provider, and you successfully appeal such suspension or termination to the state or its EBT service provider, we shall be under no obligation to reinstate the services previouslyprovidedunderthisSection16 or theAgreement,asapplicable. iii. You will make all EBT-related records available for audit upon requesttorepresentativesofthestateoritsEBTserviceprovider,orother authorized state or federal government agency during normal business hours.
iv. To assure compliance with this Agreement, including without limitation this Section 16, the state, its EBT service provider, or other authorized state or federal government agency, will at all times, upon advance notice except in the case of suspected fraud or other similar activity, have the right to enter, during normal business hours, your premisesto inspector evaluateanyworkperformedunderthisAgreement, or to obtain any other information required to be provided by you or otherwiserelatedtothisAgreement.

The provision of services under this Section 16 shall terminate automaticallyif ourAgreementorourserviceprovider'sagreementwith anyapplicablestate'sEBTserviceproviderterminatesforanyreason.

You will give prompt notice to us if you plan to stop accepting EBT Cards and providing EBT benefits or if you are unable to comply with the terms ofthisSection16.

16.7. Confidentiality of EBT System Information. All information related to EBTcustomersand/orthe issuance of EBTbenefits shall be consideredconfidentialinformation.

16.9.3. Training. You will train and permit your employees to receive training regarding the issuance of EBTbenefits.

16.9.4. Amendments. Notwithstanding anything to the contrary in this Agreement, if any of these terms and conditions are found to conflict with the EBT Rules or federal or state policy, these terms and conditions are subjectto reasonableamendmentby us, a state or its EBTservice provider to address such conflict upon written notice to you and such amendment shall become effective upon suchnotice.

Individually identifiable information relating to an EBT customer or applicantfor EBT benefits will be held confidential and will not be disclosedbyyouor yourdirectors,officers,employeesoragents,without priorwrittenapprovalof theapplicablestate.

Youwill:(a)implementappropriatemeasuresdesignedto:(1)ensure the security and confidentiality of all non-public personal information or materials regarding customers (“NPPI”); (2) protect against any anticipated threats or hazards to the security or integrity of NPPI; (3) protect against unauthorized access to or use of NPPI that could result in substantial harm or inconvenience to any customer and (4) ensure the proper disposalof NPPI; and (b) take appropriateactionsto address incidents of unauthorized access to NPPI, including notification to us as soon aspossible.

16.9.5. State Action. Nothing contained herein shall preclude a state from commencing appropriate administrative or legal action against you or for making any referral for such action to any appropriate federal, state, or local agency.

16.9.6. Reference to State Any references to state herein will mean the state in which you accept EBT benefits pursuant to thisSection 16. If you accept EBT benefit in more than one state pursuant this Section 16, then the referencewill mean each such state severally,notjointly.The use of information obtained by you in the performance of your dutiesunderthisSection16 will be limitedto purposesdirectlyconnected withsuchduties.

16.9.7. Third Party Beneficiaries. These terms and conditions, do not create, and will not be construed as creating, any rights enforceable by any person not having any rights directly under this Agreement, except that the state and its Issuer,as defined in the Quest Rules, will be deemed third party beneficiaries of the representations, warranties, covenants and agreements made by you under the Agreement, including without limitationthisSection16.

16.8. EBT Service Marks. You will adequately display any applicable state’s service marks or other licensed marks, including the Quest Marks, and other materials supplied by us, (collectively the “Protected Marks”) in accordancewiththe standardsset by the applicable state. You will use the Protected Marks only to indicate that EBT benefits are issued at your location(s) and will not indicate that we, any state or its EBT service provider endorse your goods or services. Your right to use such Protected Marks pursuant to this Agreement will continue only so long as this Section 16 remains in effect or until you are notified by us, any state or its EBT service provider to cease their use or display. You will not use the Marks of any EBT service provider without prior written approval from such EBT service provider.

17.Special Provisions Regarding Wireless Service
IfyouelecttopurchasetheWirelessServicesfromus,thenthefollowing termsandconditionsof thisSection17,referredto as the“WirelessServices Terms,” shall apply. THE WIRELESS SERVICES ARE BEING SOLD TO

YOU FOR USE IN BUSINESS AND ARE NOT BEING SOLD TO YOU
FOR HOUSEHOLD OR PERSONAL USE. Sale of Wireless Services is made by Processor and not the Bank. The Services provided, transactions WFB2210(Rev00–10/19) 18
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (including any documentation relating to or describing the wireless software)downloadedbyyouoryourdesigneefromProcessor’ssystems onto the Wireless Equipment in connection with your purchase and use of the WirelessServicesin accordance with the terms of thisAgreement, including this Section 17 and Section 18 (“Wireless Software”). Anything in thisAgreementto thecontrarynotwithstanding,weor certainthird parties retain all ownership and copyright interest in and to all Wireless Software, relateddocumentation,technology,know-howandprocessesembodied in or provided in connection with the Wireless Software, and you shall have only a nonexclusive, non-transferable license to use the Wireless Software in your operation of the Wireless Equipment for the purposes set forth in this Agreement. Nothing in this Agreement confers any title or ownership of any such Wireless Software to you or shall be construed as a sale of any rights in any such Wireless Software to you. Youagree to accept, agree to and be bound by all applicable terms and conditions of use and other license terms applicable to such Wireless Software. You shall not reverse engineer, disassemble or decompile the Wireless Software. You shall not give any Person access to the Wireless Software without our prior written con sent. Your obligations under this Section 17.2 shall survive the termination of this Agreement. Youacknowledge that the only right you obtain to the Wireless Software is the right to use the Wireless Software in accordance with the terms in this Section.
processed and other matters contemplated under this Section 17 are subject to the rest of this Agreement, as applicable,except to the extent the terms of thisSection17directlyconflictwithanothersectionof this Agreement,in whichcasethetermsof thisSection17willcontrol;provided, however, that Bank is not a party to this Agreement insofar as it relates to Wireless Services, and Bank is not liable to you in any way with respect to such services. For the purposes of this section, the words “we,” “our” and “us”refer only to the Processor and not to theBank.

Through one or more third party vendors (“Wireless Vendor(s)”) selected by us in our sole discretion, we have acquired the right to resell certain wireless data communication services that use radio base stations and switching offered by certain cellular telephone and data networks throughout the country (the “Wireless Networks”) in order to allow you to capture and transmit to Processor and Bank certain wireless Card Authorization transactions or to transmit other communications to our system (“Wireless Services”).

If you elect to purchase voice and/or data services directly from a third party provider for use with the Wireless Equipment as permitted by Processor, you acknowledge and agree that this Agreement does not address or govern those voice and/or data services or your relationship withthatthirdpartyprovider,andServicersarein nowayresponsiblefor pro viding, maintaining, servicing or supporting such third party voice and/ordataservices.

17.3. Limitation on Liability. We shall have no liability for any warranties by any party with respect to uninterrupted Wireless Services, as set forth in Section 17.10, or for any Person’s unauthorized access to Client’s data transmitted through either the Wireless Equipment or Wireless Services (includingtheWirelesssoftware),or WirelessNetworks,regardlessof the form of action (whether in contract, tort (including negligence), strict liabilityor otherwise).Theforegoingnotwithstanding,foranyotherliability arising out of or in any way connected with these WirelessServicesTerms, including liability resulting solely from loss or damage caused by partial or total failure, delay or nonperformance of the Wireless Services or relating to or arising from your use of or inability to use the Wireless Services, Processor’s,Bank’s,and WirelessVendor(s)’liability shallbe limited to your direct damages, if any, and, in any event, shall not exceed the lesser of the amount paid by you for the particular Wireless Services during any period of failure,delay,or nonperformanceof theWirelessServicesor $50,000.00.

In no event shall Servicers, Wireless Vendor(s) or our respective Affiliates be liable for any indirect incidental, special consequential or punitive damages. The remedies available to you under these Wireless Services Terms will be your sole and exclusive remedies with respect to the Wireless Services.

17.1. Purchase of Wireless Services. The prices that you will pay for the Wireless Services are set forth on the Application. In connection with your purchase of Wireless Services, you will receive access to a certain Wireless Network(s).
• Licenses. Youagree to obtain any and all licenses, permits or other authorizations required by the Federal Communications Commission (“FCC”) or any other regulatory authority, if any, for the lawful operation of WirelessEquipmentused by you in connection with your receipt of WirelessServices.
• Wireless Equipment. You agree that in order to access the Wireless Services, you must use wireless POS Terminals and accessories approved for use with the WirelessServicesby Processorfromtime to time in its sole discretion (the “Wireless Equipment”). If Wireless Equipment is purchased by you from us as indicated on the Application, then the terms of this Agreement, including without limitation Section 18 of this Agreement, apply to your use of suchWirelessEquipment.
• Improvements / General Administration. We and the Wireless Vendor(s) reserve the right to make changes, from time to time, in the configuration of the Wireless Services, Wireless Networks, Wireless Equipment, Wireless Software, rules of operation, accessibility periods, identification procedures, type and location of equipment, allocation and quantity of resourcesutilized,programminglanguages,administrativeand operational algorithms and designation of the control center serving you at theparticularaddress.In addition,we reserve the right to schedule,from time to time,interruptionsof serviceformaintenanceactivities.

17.4. Indemnification. In addition to any other indemnifications as set forth in this Agreement, you will indemnify and hold Servicers, Wireless Vendor( s) and us and our respective officers, directors, employees, and Affiliates harmless from and against any and all losses, claims, liabilities, damages,costsor expensesarisingfromor relatedto:
(a) thepurchase,delivery,acceptance,rejection,ownership,possession, use condition, liens against, or return of the Wireless Equipment or the Wireless Equipment(includingthe Wireless Software),asapplicable; • Suspension of Wireless Services. We or a Wireless Network may suspend the WirelessServicesto: (a) prevent damages to, or degradation of, our or a WirelessNetwork’snetworkintegrity that may be caused by a third party; (b) comply with any law, regulation, court order or other governmentalrequestwhichrequiresimmediateaction;or(c)otherwise protectus or a WirelessNetworkfrompotential legalliability.Tothe extent commercially reasonable, we shall give notice to you before suspending the Wireless Services to you. If not commercially reasonable to give prior notice, we will give notice to you as soon as commercially practicable thereafter. Availability of the Wireless Services may vary due to events beyond the control of us or our Wireless Vendors. In the event of a suspension of the Wireless Services, we or the applicable Wireless Vendor will promptly restore the WirelessServicesafter the eventgivingrise to the suspension has beenresolved.
(b) your negligent acts oromissions;
(c) any breach by you of any of yourobligations under this Section 17; or (d) any Person’sunauthorizedaccessto Client’sdataand/orunauthorized financial activity occurring on your Merchant Identification Number hereunder,exceptto the extentany losses,liabilities,damagesor expenses result from our grossnegligenceor willful misconduct.

17.5. Confidentiality. All information or materials which could reasonablybe consideredconfidentialor competitivelysensitivethatyou accessfromor relateto eitherWirelessVendor(s)or Servicersrelatedto the subject matter of these Wireless Services Terms will be considered confidentialinformation.Youwillsafeguard our confidentialinformation with at least the same degree of care and security that you use for your confidentialinformation,butnotlessthanreasonablecare.

17.2. Software Licenses. Processor hereby grants to you a non-exclusive, nontransferable,revocablelimitedsublicensetouseanywirelesssoftware 17.6. Termination. In addition to any other provision in this Agreement, WFB2210(Rev00–10/19) 19
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 We or third parties designated by us will only provide help desk supportforEquipmentpurchasedor rentedfromus undertheEquipment Documents,and we will not provide any such support or related services foranyotherproductsorequipment.
the Wireless Services being provided under this Section 17 may terminate:
(a) Immediately upon termination of the agreement between us (or ourAffiliates)andWirelessVendor(s),providedthatwe willnotifyyou promptly upon our notice or knowledgeof terminationof suchagreement, provided further that if Wireless Vendor(s) loses its authority to operate less than all of the Wireless Services or if the suspension of any authority or non-renewal of any license relates to less than all of the Wireless Services,then these WirelessServicesTermswill terminate only as to the portion of the Wireless Services affected by such loss of authority, suspension or non-renewal; or

YOU ACKNOWLEDGE THAT THE EQUIPMENT AND/

OR SOFTWARE YOU PURCHASED OR RENT FROM US OR

SUBSEQUENTLY PURCHASE OR RENT FROM US, MAY NOT BE
COMPATIBLE WITH ANY OTHER PROCESSOR’S SYSTEMS. WE DO

NOT HAVE ANY OBLIGATION TO MAKE SUCH SOFTWARE AND/

OR EQUIPMENT COMPATIBLE WITH ANY OTHER PROCESSING
SYSTEMS. IN THE EVENT THAT YOU ELECT TO USE ANOTHER

PROCESSING SERVICE PROVIDER UPON THE TERMINATION OF

THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU MAY NOT BE

ABLE TO USE THE EQUIPMENT AND/OR SOFTWARE RENTED OR
PURCHASED UNDER THIS AGREEMENT.
(b) Immediately if either we or our Affiliates or Wireless Vendor(s) are prevented from providing the Wireless Services by any law, regulation, requirement,rulingor noticeissuedin anyformwhatsoeverbyjudicialor governmental authority (including without limitation the FCC).

17.7. Effect of Termination. Upon termination of these Wireless Services Terms for any reason, you will immediately pay to us all fees due and owingto us hereunder.If theseWirelessServicesTermsterminatedue to a termination of the agreement between us or our Affiliates and Wireless Vendor(s), then we may, in our sole discretion, continue to provide the WirelessServices throughWirelessVendor(s) to you for a period of time to be determined as long as youcontinue to make timely payment of fees due under these WirelessServicesTerms.

18.1. Purchased Equipment; Supplies. We will sell to you, and you will buy from us the Equipment identified in the Equipment Documents throughout the term of this Agreement as being purchased by you (individually and collectively the “Purchased Equipment”), free andclear of all liens and encumbrances (subject to Section 18.7), except that any “Software”(asdefinedinSection18.8)willnotbesoldtoyououtrightbut insteadwillbe provided to you pursuant to, and subjectto the conditionsof Section 18.8 of this Agreement. You shall pay the purchase price specified for the PurchasedEquipmentandthe related softwarelicense(s),including all applicable tax and shipping and handling charges, prior to the effective date of this Agreement or at our option, such amounts will be collected by us by debits or deductions pursuant to Section 18.5. We will provide you supplies as requested by you from time to time. You shall pay the purchase price for such supplies, plus shipping and handling charges, including all applicable tax,prior to delivery of the supplies or upon invoice,as specified by us, or at our option, such amounts will be collected by us by debits or deductionspursuanttoSection18.5.(Maintenanceandrepairofmerchant- owned equipment is your responsibility). Should your terminal become inoperable,we canprovideyouwithequipmentat a monthlyrentalfee.

There will also be a nominal shipping and handling fee. For such rental equipment contact the POS Help Desk.)

17.8. Third Party Beneficiaries. Wireless Vendor(s) are third party beneficiaries of these Wireless Services Terms and may enforce its provisionsasif a partyhereto.

17.9. Other Applicable Provisions. You also agree to be bound by all other terms and conditionsof this Agreement.

17.10. Disclaimer. Wireless Services use radio transmissions, so Wireless Services can’t be provided unless your Wireless Equipment is in the range of one of the available WirelessNetworks’ transmission sites and there is sufficient network capacity available at that moment. There areplaces,particularlyin remoteareas,withnoserviceatall.Weather, topography, buildings,your Wireless Equipment, and other conditions that wedonotcontrolmayalsocausefailedtransmissionsorotherproblems.

PROCESSOR, BANK, AND WIRELESS VENDOR(S) DISCLAIM ALL

REPRESENTATIONS AND WARRANTIES RELATING TO WIRELESS
SERVICES. WE CANNOT PROMISE UNINTERRUPTED OR ERROR

FREE WIRELESS SERVICE AND DO NOT AUTHORIZE ANYONE TO
MAKE ANY WARRANTIES ON OUR BEHALF.

18.2. Rental Equipment. We agree to rent to you and you agree to accept and rent from us the Equipment identified in the Equipment Documents as being rented to you (individually and collectively the “Rental Equipment”), according to the termsand conditionsof this Section 18. In addition, any Equipment ordered by and rented to you during the term of this Agreement shall constitute Rental Equipment and be governed by the terms of this Section 18.

18. Terms of Equipment Purchase or Rental
This Section 18 governs any equipment that is rented to you on a month to month basis or that is sold to you by Processor under the Merchant Processing Application, subsequent purchase or rental agreements and/or otherdocumentationprovidedinconnectionwiththepurchaseor rentalof Equipment (“Equipment Documents”). Equipment rented to or purchased by you under the Equipment Documents is referred to in thisSection 18 asthe“Equipment.”THEEQUIPMENTISBEINGSOLDTOYOUFOR

USE IN YOUR BUSINESS AND IS NOT BEING SOLD OR RENTED
TO YOU FOR HOUSEHOLD OR PERSONAL USE. Sales and rentals of equipment are made by Processor. The Services provided, Equipment, Equipment Documents and other matters contemplated under this Section 18 are subject to the rest of the Agreement as, applicable except to the extent the terms of thisSection18directlyconflictwithanyotherprovision of the Agreement , in which case the terms of this Section 18 will control; provided, however, that Bank is not a party to this Agreement insofar as it relatesto sales and rentalof Equipmentand Bank is not liable to you in any way with respect to such services. For purposes of this section the words “we,”“our,”and“us”referonlyto Processorandnotto Bank.

18.3. Effective Date and Term of Section 18. This Section 18 shall become effective on the first date you receive any piece of Equipment covered by this Section 18. This Section 18 will remain in effect until all of your obligations and all of our obligations under this Agreementhave been satisfied.Wewill deliver the Equipmentto the site designated by you. You shall be deemed to have accepted each piece of Equipment at the earlier of: (a) your actual acceptance after installation, (b) delivery to you if your site is not prepared and ready for installation or (c) for Equipment that we have not agreed to install for you, seven (7) days after shipment of each such piece of Equipment. The rental period with respect to each piece of Equipment shall commence on the date such Equipment is deemed accepted and shall terminate at the scheduled termination date (but not upon any early termination) of this Agreement and/or any other agreement then in effect with us for Card services. The provisions of this Section 18 shall survive the termination or expiration of this Agreement and continue until all Rental Equipment is returned or paid for.

18.4. Site Preparation; Installation & Maintenance. You will prepare the installation site(s)for the Equipment,includingbutnotlimited to the power supply circuits and phone lines, in conformance with the manufacturer’s and our specifications and will make the site(s) available to us by the confirmed shipping date. You will support the installation in accordance with ourrequirements.

Warranties,if any, for the Equipment or anyrelatedSoftwareoriginate fromtheapplicablethirdpartyproviderormanufacturer(“Vendor”).

Materialsor documents,if any,settingforthwarrantyterms,conditions, exceptions, exclusions and disclaimers will be contained within the packaging shipped from the Vendor.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 qualified personnel in accordance with any operating instructions furnished by us or the manufacturer and in connection with the Services You shall not use the Equipment, or permit the Equipment to be used, in any manner or for any purpose for whichthe Equipmentisnotdesigned or reasonablysuited.
•Upon request, you must allow us (orouragents)reasonableaccess to thepremiseswhereauthorizationterminalsorothercommunications equipment(e.g.,printers)areorwillbelocated.
• Anyalterationsrequiredforinstallationofauthorizationterminal(s)or other communicationsequipmentwillbe done at yourexpense. b) You shall not permit any physicalalteration or modification of the Equipmentwithoutourpriorwrittenconsent.• Only we or our agents can alter or modifyauthorizationterminal(s)or other communications Equipmentowned by us. c) You shall not change the installation site of the Equipment without our priorwrittenconsent,whichconsentwewillnotunreasonablywithhold.• If a terminalor printerappearsto be defective,youmustimmediately call the POS Help Desk. d) You shall not assign your rights or obligations under this Agreement, or pledge, lend, create a security interest in, directly or indirectly create, incur, assume or allow to existany otherconsensuallyor judiciallyimposed liens or encumbrances on, or part with possession of, or sublease the Rental Equipment to any other person, firm or organization without our prior written consent. Any such assignment, delegation, sublease, pledge, security interestor lien in the absence of such consent shall be void. • You are responsible for safeguarding authorization terminals or other Equipmentfromloss,damage,unauthorizeduse,misuse or theft.

We should be notified immediately regarding any damage to or loss of communications equipment.
• If necessary, we will assist you in obtaining replacement Equipment. If you fail to return any defective Equipment, you may be responsible for its replacementvalue and for any legaland/orcollection costsincurredby the EquipmentownerinconnectionwithrecoveringEquipment.
e) You shall comply with all governmental laws, rules and regulations relating to the use of the Equipment. You are also responsible for obtaining alllegallyrequiredpermitsfortheEquipment.• You are responsible for keeping all communication Equipment free of any claims, liens and legal processes initiated by creditors. f) We or ourrepresentativesmay,atanytime,enteryourpremisesfor purposes of inspecting,examining or repairing the Equipment.• Equipment may not be subleased at any time. The cost of comparable new Equipment, as well as any associated legal and/or collection costs incurredbyus or the owner of the Equipment,willbe assessedto youfor eachpiece of equipmentnotreturned upon termination of the Agreement by either party, or upon request for the return of the Equipment for any reason.
g) Promptlyupon terminationof allapplicablerentalperiodsor promptly following any action by us pursuant to Section 18.11(b), you shall deliver possession of the Rental Equipment (including all attachments and parts) to us at your cost in the same operating order, repair, condition and appearance that the Rental Equipment had at the time of its delivery to you, reasonable wear and tear excepted.• You may not relocate, remove, disconnect, modify or in any way alter any Equipmentused in connection with the services we areproviding to youwithoutfirstobtainingourpermission.
h) For each item of Rental Equipment that you fail to return to us at your cost in the same operating order, repair, condition and appearance that it had at the time of delivery to you, reasonable wear and tear excepted, by the 10th Business Day after (i) termination of the applicable rental period, or (ii) any action by us pursuant to Section18.11(b),youagreeto pay us the greaterof $250or the fair market value of suchitemof Equipment if it were in the condition described above, as determined by us. We may collect such amounts in the manner provided in Section 18.5 and to the extent we are unableto do so, you agree to pay us theamountsowedpromptly. • Youmustprovideuswiththirty(30)dayspriorwrittennoticetorequest therelocationof anyEquipment.
• Should you require additional Equipment, you must contact Relationship Management or Customer Service (there may be additional costs or fees charged to you in connection with any new Equipment ordered,includingdownloadfees).

18.5. Payment of Amounts Due. i) Except for Purchased Equipment that has been paid for in full, the Equipmentshallremain our personal property and shall not under any circumstances be consideredto be a fixture affixed to yourrealestate.

Youshallpermit us to affix suitable labelsor stencilsto the Equipment indicating ourownership.
a) Youagree to pay the monthly rental charge specified in the Equipment Documents which shall be due and payable on the first day of each month of the rentalperiod for each piece of RentalEquipment,exceptthatthe first payment of the monthly rental charge for each piece of Rental Equipment shall be due and payable upon acceptance of such Equipment by you at the location designated in the Equipment Documents or, upon delivery if the site is not prepared for installation (as provided in Section 18.3). The monthly rental charge for fractions of a calendar month shall be prorated based on a thirty (30) day month.
j) You shall keep the Rental Equipment adequately insured against loss by fire, theft and all other hazards (comprehensive coverage). The loss, destruction,theftof or damageto the RentalEquipmentshallnotrelieve you from your obligation to pay the full purchase price or rent payable hereunder.
b) Youhereby authorize us to collect all amounts due from you under this Section 18 by initiating debit entries for such amounts to your account designated pursuant to the MerchantAgreement to be debited and credited for amountsdue from and to the SettlementAccountor by deducting such amounts from amounts due to you from TeleCheck or Servicers.
k) Except for Purchased Equipment that has been paid in full, the Equipment shall be kept at the address indicated in the Equipment Documentsandshallnotbe removedfromtherewithoutourpriorwritten consent (except where normal use of the Equipment requires temporary removal).
l) Inordertoreturnequipment,youshould:c) In addition to the purchase price or monthly rental charge due hereunder, you shall pay, or reimburse us for, amounts equal to any taxes, levies, shipping fees, duties or assessments, however designated, levied or basedon suchcharges,or on this Agreementor the Equipmentand related supplies or any services, use or activities hereunder, including without limitation, state and local sales, use, property, privilege and excise taxes, exclusive,however,of taxes based on ournetincome.
• Call Customer Service for the address of the location to send the equipment.
•The following information must be included within the shipping box:
1 . Client name, complete address and phone number.
2 . Name of person to contactif there are any questions. d) Separate chargeswill apply for supplies; they are notincluded in monthly rentalcharges.
3 .Your Merchant Account Number.
4 . Serialnumberof theterminal(foundon theundersideof theterminal).

18.6. Use and Return of Equipment; Insurance. •Pleasemaintainproofof deliverydocumentsforyourrecords,andthe a) Youshall cause the Equipment to be operated by competent and WFB2210(Rev00–10/19) 21
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Equipment and proceed in any lawful manner againstyou for collection of all charges that have accrued and are due and payable, in which case this Section18 shall terminate as soon as your obligations to us aresatisfied,or (ii) accelerate and declare immediately due and payable all monthly rental charges for the remainder of the applicable rental period and proceed in any lawful manner to obtain satisfaction of the same.
serial number from the bottom of the terminal.
•Rentalfees may be continued untilequipmentisreturned.

Payment acquisition and processing equipment and software sourced from Servicers or from a third party, is subject to obsolescence due to factors such as inability to accommodate required security and functional updates or due to model discontinuation by the manufacturer and unavailability of spare parts. Client acknowledges and understands that obsolete point of sale equipment will need to be replaced by non-obsolete and compliant point of sale equipment in the event of equipment failure, or as requested by Servicers to bring the Client into compliance with card network mandates and regulations. Client will be responsible for any costs associated with upgrading to non-obsolete and compliant equipment.

19.Special Provisions Regarding Gift Card Services
If you elect to engage in Gift Card Services, the terms and conditions of this Section 19 shall apply for purposes of such Gift Card Services.

Gift Card Services are provided to you by Processor and not by Bank. The Services provided, transactions processed and other matters contemplated under this Section 19 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 19 directly conflict with another section of this Agreement, in which case the terms of this Section 19 will control for purposes of such Gift Card Services; provided, however, that Bank is not a party to this Agreement insofar as it relates to Gift Card Services, and Bank is not liable to you in any way with respect to such Services. For the purposes of this section, the words “we,” “our” and “us” refer only to the Processor and not to the Bank. Gift Card Services will be renamed Gift Solutions around Q1-2018.

18.7. Security Interest; Financing Statements. You hereby grant to us a security interest in (a) all Purchased Equipment and the related Software to securepaymentof the purchase price, and (b) allRentalEquipmentand therelatedSoftwareto securepaymentofthemonthlypaymentstherefore andauthorizeus to file financingstatementswithrespectto theEquipment and the Software in accordance with the Uniform Commercial Code, signed only by us or signed by us as your attorney-in-fact.

18.8. Software License. Anything in this Agreement to the contrary notwithstanding, we or certain parties retain all ownership and copyright interestin and to allsoftware,computerprograms,relateddocumentation, technology, know-how and processes embodied in or provided in connection with the Equipment (collectively “Software”), and you shall have only a nonexclusive, non-transferable, revocable license to use the Software in your operation of the Equipment for purposes set forth in this Agreement. Nothing in this Agreement confers any title or ownership of any such Software to you or shall be construed as a sale of any rights in any such Software to you. You agree to accept, agree to and be bound by all applicable terms and conditions of use and other license terms applicable to such Software. You shall not reverse engineer, disassemble or decompile the Software. Youshall not give any third party access to the Software withoutourpriorwrittenconsent.YourobligationsunderthisSection18.8 shallsurvive the termination of thisEquipmentAgreement.

19.1. Definitions. Capitalized terms used in this Section 19 shall have the meanings given to such terms as set forth in this Section or as defined in the Glossary or elsewherein thisAgreement.
(a) “ACH” means the Automated Clearing House system.
(b) “Affiliated Issuer(s)” means each Client Affiliate and/or franchisee thatentersinto an Affiliated Issuer Agreement,in the formrequired and providedbyProcessor.
(c) “Database” means the database on which Gift Card Data for each Gift Card issued under the Program is processed and maintained. (d)“Designated Location” means any store, retail location or other place of business(includinga directmarketing programor Internetsite), located in the U.S.A., and at or through which Client issues Gift Cards and/ or processes transactions using Gift Cards issued under the Program.

Designated Location may also include any help desk or IVR through which transactions are processed under the Program.

18.9. Limitation on Liability. Notwithstanding any provision of this Agreement to the contrary and in addition to the limitations and disclaimers set forth in Section 7 of this Agreement (including without limitation the disclaimers in Section 7.2 of this Agreement), our liability arising out of or in any way connected with the Equipment or related softwareshallnotexceedthepurchasepriceor priortwelvemonth’srent, as applicable,paid to us for the particular Equipmentinvolved. (e)“Enhanced Features” means the additional program functionality offered to Clientpursuantto the Enhanced Featuresset-up form. (f) “Gift Card” means an encoded device that accesses Gift Card Data maintained in theDatabase.
(g) “Gift Card Data” means the current value and record of transactions corresponding to each Gift Card issued under theProgram.18.10. Indemnification. You shall indemnify and hold us harmless from and against any and all losses, liabilities, damages andexpenses, resulting from (a) the purchase, delivery, installation, acceptance, rejection, ownership, leasing, possession, use, operation, condition, liens against, or return of the Equipment, or (b) any breach by you of any of your obligations hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct. (h) “Gift Card Equipment” means any POS Terminal, software or other similar telecommunications equipment that has been programmed and certified to Processor’s specifications in order to transmit Gift Card Data and process online transactions under theProgram.
(i) “Gift Card Holder” means any person in possession of or that uses a Gift Card.In addition to your other obligations hereunder, Youacknowledge and agree that the “use” and “operation” of the Equipment for which you will indemnify and hold us harm less shall include, but not be limited to, You loading additional software onto Equipment or using such software, or using Equipment or Software to access the Internet.
(j) “Gift Card Number” means the identifying number of a Gift Card. (k) “Gift Card Production Company” means a company selected and retained by Processor to produce Gift Cards and provide related productsorservicesfortheProgram.

18.11. Default;Remedies. (l) “IVR” means an automated Interactive Voice Response system a)If any debit of your Settlement Account initiated by us for rent and/ orotherchargesduehereunderisrejectedwhendue,orifyouotherwise fail to pay us any amountsdue hereunderwhen due, or if you default in any materialrespectin the performanceor observanceof any obligation or provision in this Section 18, or if any other default occurs under this Agreement,any such event shall be a defaulthereunder.
accessed via a toll-freetelephone number.
(m) “POS Terminal” means an electronic Point-Of-Sale terminal placed in a Designated Location which is connected to Processor’s system via telephone lines and is designed to swipe GiftCards.
(n) “Program” means Client’s program pursuant to which Client issues Gift Cards to Gift Card Holders and Processor provides the Services to enable such Gift Card Holders to use such Gift Cards to purchase goods and services at DesignatedLocations.
b)Upon the occurrence of any Event of Default, we may at our option, effective immediately without notice, either: (i) terminate the period of rentalandourfutureobligationsunderthisSection18,repossessthe WFB2210(Rev00–10/19) 22
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (i) Client may choose additional Enhanced Features from time to time pursuant to the Enhanced Features set-up form and Client expressly Processor, and Processor agrees, to provide Services with respect to Gift Cards sold and activated by third partydistributors.Asbetween Processor and Client, Client shall be responsible for any acts or omissions of each third party distributor in connection with the sale or activation of any Cards. Client and Processor agree that Processor shall not be deemed to have failed to provide Services outlined herein with respect to any Card sold and activated by any third party distributor, including through any Designated Location, to the extent any such failure by Processor is caused in whole or in part by any failure of anythirdpartydistributoror Client to provide to Processor information regarding the sale and activation of such Card that is accurate, complete, timely and formatted in accordance with Processor’s instructions and specifications in all respects. Additional fees and charges may apply, including separate third party fees, for any Enhanced Features chosen by Client.
(o) “Services” means the services provided by Processor in connection with the Program as further described in thisSection.

19.2. Services. Processor agrees to provide the Services set forth below in connectionwiththeProgram.
(a) Processor will arrange for the production of all Gift Cards and all other services related thereto by the Gift Card Production Company for the Programin accordance with the specificationsand feesset forthon the Gift Card Set-Up Form (the “Gift Card Set-Up Form”), which is incorporated by reference herein.
(b) Processor shall establish, process and maintain Gift Card Data on the Database.
(c) Processor shall provide Client and its Affiliated Issuers with the capability to process selected transactions under the Program through Gift Card Equipment at Designated Locations.
(d) Upon receipt of transaction information from a Designated Location by the Database,Processorwillcomparethe proposed transactionamount with the account balance maintained on the Database corresponding to the Gift Card or Gift Card Number that was presented at the Designated Location. If the account balance is greater than or equal to the amount of the proposed transaction, Processor will authorize the transaction. If the account balance is less than the amount of the proposed transaction, Processor will decline the transaction. If Client’s Gift Card Equipment supports“split tender,”and the accountbalanceis lessthan the amountof the proposed transaction, Processor will authorize the transaction for the amountof the accountbalance,and return a messageand/orreceiptto the Gift Card Equipment showing the remaining amount of the transaction to be collected by Client. Client understands and agrees that an Client may only work with Processor approved third party distributors.

19.3. Responsibilities of Client. The responsibilities of Client are set forthbelowandelsewherein thisSection.
(a) Client will accept for processing any transaction initiated by one of its customers using a Gift Cardpursuant to the Services without discrimination with regard to the customer who initiated the transaction. (b) Clientwill securely maintain alltransactionrecordsand otherrecords required by law or regulation to be maintained in connection with the operation of the Gift Card Equipment or the Program. Client will download and securely store any and all Gift Card transaction reports for future reference.In the eventthatClient needs a reportfor a period past such six (6)months,Processormayprovidesuchrequestedreportto Clientat a fee tobedeterminedbyProcessor.Authorization by Processor only indicates the availability of sufficient value on a Gift Card account at the time of Authorization and does not warrant that the person presenting the Gift Card or Gift Card Number is authorized to use such Gift Card or Gift Card Number.
(c) Clientwill make itspersonneland recordsavailableto Processor,its agentsand contractors,allwithin such time and in such forms or manner as may be reasonably necessary to enable Processor to perform the Servicespromptly and in an efficientmanner.(e) ProcessorshallprovideanIVR,twenty-four(24)hoursperday,seven (7) days per week, through which Client and Gift Card Holders may obtain Gift Card balances. (d) Client shall be responsible, at its sole cost and expense, for the sale and other distribution of Gift Cards to Gift Card Holders and for any marketingor advertisingof the Program.(f) Processor shall provide a Gift Card product support help desk through which Client may process selected non-financial transactions under the Program. Support is currently available Monday through Friday,8:00 a.m. to 8:00 p.m. Eastern Time (excluding holidays). The hours and days of support are subject to change at any time; provided that (i) Processor will provide advance notice of any change in the hours and days; and (ii) the total number of hours shall not be less than 40 in any regular work week (excluding holidays).
(e) Client shall obtain, operate and maintain, at its sole cost and expense, all Gift Card Equipment required to enable Client and Affiliated Issuers to electronically transmit Gift Card Data in accordance with Processor’s specifications from all Designated Locations to the Database. (f) Client is solely responsible for obtaining Authorization in advance of eachtransaction.
(g) Processor will provide Client with Gift Card transaction reports, accessible by Client through a designated Internet site. Processor will maintain reports on the Internetsite for Client’s use for a period of six (6) months. Processor may, in its discretion, provide additional or custom reportsor reportformats,asmaybe requested by Client from time to time, ata fee to be determinedbyProcessor.

Client is solely responsible for any losses it may incur in conducting transactions when an Authorization is not obtained, including, without limitation, transactions conducted when the Database or the Gift Card Equipment is not in service. Client assumes all risk of erroneous or fraudulently obtained Authorizations, unless such erroneous or fraudulently obtained Authorization is caused directly by Processor. Client understands and agrees that an Authorization by Processor only indicates the availability of sufficient value on a Gift Card account at the time of Authorization and does not warrant that the person presenting the Gift Card or Gift Card Number is authorized to use such Gift Card or Gift Card Number. Client is responsible for the accuracy of all data transmitted by it for processing by Processor.
(h) Client will at all times own all right, title and interest in and to all Gift Card Data generated under the Program. During the term, Processor will retain the Gift Card Data for each Gift Card on the Database for a period of twenty-four (24) months following the date that the account -balance reaches zero. Thereafter, during the term, Processor may remove the Gift Card Data from the Database and archive such Gift Card Data in any manner determined by Processor in its reasonable business judgment.

Notwithstanding the foregoing, within ninety (90) days of Client’s written request, during the first twelve (12) months following the expiration or termination of the Gift Card Services, Processorwill compile a data report of the Gift Card Data stored in the Database, in Processor’s standard format, at a fee to be determined by Processor. Processor shall deliver Client’s Gift Card Data to Client in a mutually agreeable format. Processor shall have no obligations with respect to Client’s Gift Card Data following delivery to Client.
(g) Client shall be responsible for accessing and comparing the reports suppliedbyProcessorto itsownrecordsandpromptlynotifyingProcessor of any necessary adjustments to Gift Card accounts. Client acknowledges that Processor will make adjustments to Gift Card accounts pursuant to Client’s instructions, and Processor shall have no liability for any errors to Gift Card accounts that are made in accordance with Client’sinstructions. (h) Client shall comply and shall ensure that all Affiliated Issuers comply with all laws and regulations applicable to the Program. Client acknowledges and agrees that it is solely responsiblefor interpretingall WFB2210(Rev00–10/19) 23
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 assets for the benefit of creditors,or upontheapplicationof theotherparty fortheappointmentof a receiveror trusteeof itsassets.laws and regulations applicable to the Program, for monitoring changes in laws and regulations applicable to the Program, and for determining the requirements for compliance with laws and regulations applicable to the Program. Processor shall be entitled to rely upon and use any and all information and instructions provided by Client for use in performing the Services and Processor shall have no liability whatsoever for any noncompliance of such information or instructions with laws or regulations.
(b) If (i) the Gift Card Services are terminated for any reason other than Processor’smaterialbreachpriorto theexpirationof theinitialterm,or (ii) Client suspends or terminates the Program prior to the expiration of the initial term except as provided for in Section 19.5(a) (iv). Nothing in this subsection shall prohibit or limit Processor’s right to recover damages or any other amounts due and owing Processor in the event that the Gift Card Services are terminated by Processor due to a breach by Client or shall be deemed to waive or otherwise limitClient’s obligationspursuantto Section

19.6(a).
(i) As between Client and Processor, Client shall bear all risk related tothelossortheftof,alterationor damageto,orfraudulent,improperor unauthorized use of any Gift Card, Gift Card Number or PIN: (i) in the case of Gift Cards ordered through Processor, upon delivery of such Gift Cards to Client or Client’s Designated Location, as applicable, and (ii) in the case of Gift Cards obtained by Client from a Person or Gift Cards which Client requests to be delivered in a pre-activated state, whether such loss occurs before or after delivery of such Gift Cards to Client or Client’s Designated Location.
(c) If requested by Client, Processor may, in its sole and absolute discretion, continue to provide the Services for all previously issued and unexpired (if applicable) Gift Cards for up to twelve (12) months following the termination of the Gift Card Services; provided, however, that Processor shall not activate any new Gift Cards after the effective date of termination. Processor’s obligation to provide continuing Services after termination is contingent upon Client’s agreement to pay for such Services and to conduct its operations in accordance with the terms of this Section, and Processormay require advancepaymentfor some portion or all of the estimated cost of suchServicesto be providedaftertermination. (j) Processorand Clientagree thatduring the term: (i) Processorwill be the sole and exclusive provider of the Services to Client and its Affiliated Issuers;and(ii) Client will not directly or indirectlyeitheritselfor through a Person, offer or promote any other proprietary, closed network, online Gift Card or similar access device. (d) Termination of the Gift Card Services shall not affect Client’s obligation (including any obligation incurred by an Affiliated Issuer) to pay for services rendered or obligations due or owing under this Section prior to termination.
(k) Client may allow Affiliated Issuers to participate in the Program; provided, however that (i) Client shall be responsible for ensuring that all Affiliated Issuers comply with the terms and conditions of this Section and the separate Affiliated Issuer Agreement, and (ii) Client shall be jointly and severally liable for all fees and other amounts payable to Processor in connection with any activities of Affiliated Issuers related to this Section, including but not limited to Gift Card transactions.
(e) The provisions of Sections 19.3 (f), (g), (h), (i),(k) and (l), and Sections19.4,19.5(b),19.5(c),19.5(d),19.6and19.7hereofshallsurviveany termination ofthis Agreement.

19.6. Indemnification.
(l) Client is responsible for any settlement of funds among Affiliated Issuers and Designated Locations.
(a) Client shall indemnify and hold harmless Servicers, their directors, officers, employees, agents and their respective Affiliates from and against any and all third party claims, losses, liabilities, damages and expenses, including reasonable attorneys’ fees, (collectively “Claims”) to the extent that any such Claim is caused by or arises out of: (i) any failure of Client or an Affiliated Issuer to comply with any law or regulation applicable to the Program; (ii) any dispute between Client and any Affiliated Issuer, or Client and any Gift Card Holder, or an Affiliated Issuer and any Gift Card Holder, including, without limitation, any dispute regarding thegoods or services purchased using a Gift Card or the payment of any amounts owed or alleged to be owed by one or more such persons to any other such persons; (iii) any instructions or procedures that Client may provide to Processor in connection with the Program and Processor’s compliance therewith; (iv) any actual or alleged loss or theft of, alteration or damage to, or fraudulent, improper or unauthorized use of any Gift Card, Gift Card Number or PIN; (v) use or operation of Gift Card Equipment by Client or an Affiliated Issuer; and (vi) any Claim or action against Servicers for actual or alleged infringement of any patent, copyright, trademark, trade secretor otherproprietary rightof anypersonarisingin connection with the production of Gift Cards or related products for Client using artwork, designs, specifications or concepts provided byClient.
(m) Client acknowledges and agrees that Client will not use the Gift Cards or the Services provided under this Agreement for illegal transactions including,for example, those prohibited by the Unlawful Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq., as may be amendedfromtimeto time.

19.4. Fees and Payment.
a. In addition to all other rights we have under the Agreement, Client shall pay Processor the fees set forth on the Gift Card Set-Up Form. Client shall also be responsible for the payment of any taxes imposed by any applicable governmental authority in connection with any products or services coveredby this Section (other than those taxesbased solely on the net income of Processor). All fees for the Services shall be paid via an ACH transfer of funds from a bank account designated by Client. Toauthorize the ACH transfers, Client agrees to execute the ACH Authorization on the Gift Card Set-Up Form. In the event that fees cannot be collected from Client as set forth above, Processor reserves and may exercise all other rights to collect any fees due.

19.5. Termination.
(a) The provision of Gift Card Services may be terminated at any time:
(i) by either party in the event that the othermateriallybreachesany term or condition of thisSection and fails to cure suchbreachwithin thirty (30) days of written notice of such breach from the non-breachingparty;(ii) by Processor if Client fails to pay any amount due within ten (10) Business Daysafter written notice to Client of its failure to pay suchamount; (iii) by Processorupon written notice to Clientin the event thatClient’soperation of the Program results in a violation of law or regulation (by Client, an Affiliated Issuer or Processor);(iv) by Clientif Processorincreases its rates under Section 19.4(c) above and Client provides thirty (30) days writtennoticeof terminationwithinthirty(30)daysof receivingnoticeof said increase; or (v) by either party upon written notice to theotherafter the filing by the other of any petition in bankruptcy or for reorganization or debt consolidation under the federal bankruptcy laws or under any comparablelaw,or upon the otherparty’smakingof an assignmentof its (b) Processorshall indemnify and hold harmless Client and its directors, officers, employees,agents and Affiliates Issuers from and against any and all third party Claims to the extent that any such Claim iscaused by or arises out of: (i) any failure of Processor to comply with any law or regulation applicable to the Program; or (ii) any error in the Database, unless the error is caused by incorrect information submitted by Client or is otherwise made in accordance with Client’s instructions.

19.7. Patents, Copyrights, Intellectual Property, etc. Client shall have no interest whatsoever, including copyright interests, franchise interests, license interests, patent rights, property rights or other interest in the Servicesprovidedhereunder.Theseprovisionsarenotto be construedas granting to Client any patent rights or patent license in any patent, which may be obtainedin respectof the Services.ArtworkcreatedbyProcessor on behalf of Client remains the property of Processor.Client retains WFB2210(Rev00–10/19) 24
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 comply with the PCI DSS.ownership of any artwork supplied to Processor. (c) You must deploy Data Protection solution (including implementing any upgrades to suchservice within a commercially reasonable period of time after receipt of such upgrades) throughout your systems including replacing existing Card numbers on your systems with Tokens. Full Card numbersmustneverberetained,whetherinelectronicformorhardcopy.

19.8. Limitation of Liability; Disclaimer of Warranties.

NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT
TO THE CONTRARY, SERVICERS’ CUMULATIVE AGGREGATE

LIABILITY FOR ANY LOSSES, CLAIMS, SUITS, CONTROVERSIES,

BREACHES, OR DAMAGES ARISING OUT OF RELATED TO THIS

SECTION FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE

FORM OF ACTION OR LEGAL THEORY, SHALL BE LIMITED TO THE

ACTUAL DIRECT DAMAGES SUFFERED BY CLIENT AND, IN ANY

EVENT, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT

OF FEES PAID TO PROCESSOR BY CLIENT UNDER THIS SECTION
DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THAT

THE LIABILITY ARISES, OR (II) TWENTY THOUSAND DOLLARS
($20,000).
(d) You must use the Token in lieu of the Card number for ALL activities subsequent to receipt of the authorization response including, settlement processing, retrieval processing, chargeback and adjustment processing andtransactionreviews.
(e) If you send or receive batch files containing completed Card transactioninformationto/fromus, do use the service provided by us to enable such files to contain only Tokensor truncated information. (f) You must use truncatedreportviewinganddataextractcreation withinreportingtoolsprovidedbyus.20. Special Provisions Regarding TransArmorSM Solution This Section 20 and the benefits described shall apply only if you subscribe to the TransArmor Solution and pay the applicable fees. (g) Youarerequiredto followrulesor procedureswemayprovidetoyou from time to time regarding to your use of the Data Protection solution.

We will provide you with advance written notice of any such rules or proceduresorchangestosuchrulesorprocedures.20.1. Scanning Authority; Scanning Obligations. You represent andwarrantthatyouhavefullright,power,andauthorityto consentfor TransArmor Solution to scan for vulnerabilities in the IP address and/or URL and/or domain names identified to us by you for scanning, whether electronically or by any other means, whether during initial enrollment or thereafter. If applicable, you shall obtain all consents and authorizations from any third parties necessary for us or our vendors to perform the TransArmor Solution services, including, without limitation, third party data centers, co-locations and hosts. We will not be required to execute agreements with any such third parties. You agree to defend, indemnify and hold us and our vendors harmless from any third party claim that such access was not authorized. You may use TransArmor Solution and portals only to scan IP addresses, URLs and domain names owned by and registered to you. Youunderstand that your failure to provide a complete list of and complete access to your IP addresses will significantly impair the scanning services and may result in incomplete or inaccurate results.

Youagree that the TransArmor Solution services hereunder, including without limitation their functionality and contents, constitute confidential information, and your use and/or access to the TransArmor Solution is subject to the terms of confidentiality set forth in this Agreement. (h) Youwill use only unalteredversion(s)of Data Protection solution and will not use, operate or combine Data Protection or any related software, materials or documentation, or any derivative works thereof with other products, materials or services in a manner inconsistent with the uses contemplated in thissection.
(i) Youwillpromptly notify us of a breachof any these terms.

20.4. Tokenization Limited Warranty. Subject to the terms of this Agreement, we (i) warrant that each token returned to you through Data Protection cannot be used to initiate a financial sale transaction by an unauthorizedentity/personoutside your point of sale systemsandfacilities whereyouprocessand/orstoretransactiondata(the“LimitedWarranty”); and (ii) agree to indemnify and hold you harmless from direct damages, including third party claims, resulting from our breach of the Limited Warranty. This express remedy for our breach of the Limited Warranty constitutes our entire liability and your sole and exclusive remedy for our breachof the Limited Warranty.

The Limited Warranty is void if (a) you use Data Protection in a manner not contemplated by, or you are otherwise in violation of, this Agreement or any other agreement relating to Cards eligible for Data Protection; (b) you are grossly negligent or engage in intentional misconduct; or (c) you no longer have a processing relationship with us.

20.2. Data Collection. In the course of providing the TransArmor Solution,we maycollectinformation relatingto activitieson yournetwork (the “Data”) including,butnotlimited to: networkconfiguration, TCP/ IP packet headers and contents, log files, malicious codes, and Trojan horses. We retain the right to use the Data or aggregations thereof for any reasonable purpose.

20.5. Disclaimer;TransArmorSolution Does NotGuarantee
Compliance or Security.

20.3. Data Protection; Responsibilities of Client. Data Protection appliesonly to card transactions sent from you to us for authorization and settlement pursuant to the Agreement, and specifically excludes electronic check transactions. You are responsible to comply with the following regarding your use of Data Protection:

USE OF TRANSARMOR SOLUTION, SOFTWARE OR20.5.1.

ANY EQUIPMENT (INCLUDING ANY SERVICES, SOFTWAREOR

EQUIPMENT PROVIDED BY OR THROUGH A THIRD PARTY) IS AT

YOUR OWN RISK AND TO THE MAXIMUM EXTENT PERMITTTED

BY APPLICABLE LAW THE TRANSARMOR SOLUTION, EQUIPMENT
AND ANY SOFTWARE IS PROVIDED “AS IS” AND WE DISCLAIM ALL

REPRESENTATIONSORWARRANTIES,EXPRESSORIMPLIED,MADE

TO YOU OR ANY OTHER PERSON, INCLUDING ANY WARRANTIES

REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE OR THAT THE TRANSARMOR

SOLUTION, EQUIPMENT OR ANY SOFTWARE WILL OPERATE

UNINTERRUPTED OR ERROR FREE OR THAT THE TRANSARMOR

SOLUTION, EQUIPMENT OR SOFTWARE ARE SECURE, FREE OF

VIRUSES OR OTHER HARMFUL COMPONENTS, OR DO NOT
INFRINGE THE RIGHTS OFANY PERSON.
(a) Data Protection can only be used with a point of sale device, gateway and/or VAR that is certified by us with the Data Protection solution. If you are uncertain whetheryourequipmentiscompliant,pleasecontactus. It is your responsibility to ensure that you have eligible equipment in order to use DataProtection.
(b) You must demonstrate and maintain your current PCI DSS compliance certification. Compliance must be validated either by a Qualified Security Assessor (QSA) with corresponding Report on Compliance (ROC) or by successful completion of the applicable PCI DSS Self-Assessment Questionnaire (SAQ) or Report on Compliance (ROC), as applicable, and if applicable to your business, passing quarterly network scans performed by an ApprovedScan Vendor,all in accordance with card organization rules and PCI DSS. Use of the Data Protection will not, on its own, cause you to be compliant or eliminate your obligations to comply with PCI DSS or any other Card Organization Rule. You must also ensure that all third parties and software that you use forpaymentprocessing

20.5.2. USE OF THE TRANSARMOR SOLUTION DOES NOT
(A) GUARANTEE COMPLIANCE WITH ANY OF THE RULES

OR SECURITY STANDARDS ESTABLISHED BY THE CARD
ORGANIZATIONS, INCLUDING PCI DSS; (B) ELIMINATE YOUR
OBLIGATION TO COMPLY WITH SUCH REQUIREMENTS; OR
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20.6.5. If you are acquiring any of the TransArmor Solution services on behalf of any part of the United States Government (Government): any use, duplication, or disclosure by the Government is subject to the restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-RestrictedRightsclauseatFAR52.227-19whenapplicable,or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Softwareclauseat DFARS252.227-7013,andin similarclausesin theNASA FARSupplement;(b)wearethecontractor/manufacturer,withtheaddress set forth in this Agreement; and (c) any use, modification, reproduction, release,performance,displayor disclosureof TransArmorSolutionand/ or the accompanying documentation by the Government or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by this Agreement. (C) GUARANTEE SECURITY OR PREVENT A SECURITY BREACH
OR COMPROMISE. WE MAKE NO WARRANTIES; EITHER

EXPRESSED OR IMPLIED THAT PARTICIPATION AND/OR USE OF

TRANSARMOR SOLUTION WILL DETECT EVERY VULNERABILITY

ON YOUR SYSTEM, IF ANY, OR THAT OUR VULNERABILITY

ASSESSMENTS, SUGGESTED SOLUTIONS OR ADVICE WILL BE
ERROR-FREE OR COMPLETE.YOUAGREETHATWE SHALL NOT BE

RESPONSIBLE OR LIABLE FOR THE ACCURACY OR USEFULNESS

OF ANY INFORMATION PROVIDED BY US, OR FOR ANY USE OF
SUCH INFORMATION.

20.5.3. Youacknowledge and understand that accessing, retrieving, transmitting, and scanning IP addresses and other data in the manner undertaken by the TransArmor Solution involves inherent risks, including risks related to system or network performance and availability, and data corruption. You assume full responsibility to backup and/or otherwise protect your data against loss, damage or destruction, and to take appropriate measures to respond to any potential adverse impact of the systemsor disruptionof service.

20.7. Software Updates, Maintenance and Changes.

20.7.1. We may perform maintenance on Software or TransArmor Solutionwhichmayresultin serviceinterruptions,delays,or errors.Wewill not be liable for any such interruptions, delays, errors, or bugs. You agree thatwe may contact you in orderto assist you with the Software or Services and obtain information needed to identify and fix any errors. We may, at our discretion, release enhancements, improvements or other updates to any Software, or otherwise make any changes to the TransArmor Solution (oranypart).

20.6. Intellectual PropertyRights.

20.6.1. All right, title, and interest in and to all confidential information and intellectual property related to the TransArmor Solution (including the Marks,allSoftware,thecontentof anymaterials,web screens,layouts, processing techniques, procedures, algorithms and methods and any updates, changes, alterations, or modifications to or, derivative works from such intellectual property), owned, developed or licensed by us prior to,during the term of, or afterthisAgreement,or employed by us in connection with the TransArmorSolution, shall be and remain, as among the Parties or ourAffiliates’,ourvendors’or ourlicensors’(asapplicable) sole and exclusiveproperty,and allright, title and interestassociatedwith the TransArmor Solution,EquipmentandSoftwarenotexpresslygranted by us in this Agreement are deemed withheld. You may not use our Marks in any manner,including in any advertisements, displays,or press releases, without our prior written consent.

20.7.2. Youacknowledge and understand that certain Software can automatically install, download, and/or deploy updated and/or new components,whichmay include a new version of the Software itself.You shall not, in any eventor in any manner,impede the update process.You agree to assume full responsibility and indemnify us for all damages and losses, of any nature, for all adverse results or third party claims arising fromyour impeding the update process.

20.8. Accessing Services via the Internet or third parties. You agree that we shall not be liable to you for any claims, damages, losses, obligations, costsor expensesor otherliabilityarisingdirectlyor indirectlyfrom or otherwise concerning (a) any termination, suspension, delay or disruption of service (including billing for a service) by the internet, anycommoncarrieroranythirdpartyserviceprovider;(b)anyfailure, disruptionor malfunctionof theTransArmorSolution,theInternet,or any communicationsnetwork,facility or equipmentbeyondour or a third party’s reasonable control, whether or not attributable to one or more commoncarriers;or(d)anyfailuretotransmit,obtainor collectdataorfor human,machineorsoftwareerrorsorfaultyorerroneousinputbyyou.

20.6.2. You may not, nor may you permit any third party to do any of thefollowing:(a)decompile,disassemble,reverseengineer,orotherwise attempt to reconstruct or discover by any means any source code, underlyingideasor algorithmsof the TransArmor Solution,Software or Equipment (or any part), except to the extent that such restriction is expresslyprohibitedbylaw;(b) modify,translate,or alterin anymanner, the TransArmor Solution, Software or Equipment (or any part) or the Marks;(c)createderivativeworksof or basedon theTransArmorSolution (or any part), Software or the Marks; (d) except for backup and archival purposes, directly or indirectly copy the TransArmor Solution or any Software (or any part); (e) republish, upload, post, transmit, disclose, or distribute (in any format) the TransArmor Solution or Software (or any part)exceptaspermittedin thisAgreement;or(f) remove,relocate, orotherwisealteranyproprietaryrightsnoticesfromtheTransArmor Solution,SoftwareorDocumentation(oranypart)or theMarks.

20.9. Access and Use of Services.

20.9.1. Unlesswe otherwiseagreein writing,theTransArmorSolution shall be for your internal business use in the United States and US territoriesorpossessionsonly.

20.9.2. You shall not and shallnotpermit any third party to: (a) access or attempt to access any of the TransArmor Solution service that is not intended to be available to you; (b) access or use (in any format) the TransArmor Solution (or any part) through any time-sharing service, service bureau, network, consortium, or other means; (c) without our advancedwrittenconsent,use,shipor accessTransArmor(oranypart) outside or from outside of the United States; (d) perform or attempt to performanyactionsthatwouldinterferewiththeproperworkingofany part of the TransArmor Solution, prevent access to or use of any of the TransArmorSolutionbyotherusers,or in ourreasonablejudgment, impose a large load on ourinfrastructure,networkcapabilityor bandwidth; or (e) use the TransArmorSolution (or any part) exceptaspermitted in this Agreement.

20.6.3. If we provide you with copies of or access to any Software or Documentation,unlessotherwiseexpresslystatedin writing,thatSoftware and Documentation is provided on a personal, non-exclusive, non- transferable, non-assignable, revocable limited license for the period of your subscription to the applicable TransArmor Solution service and solely for you to access and use the Software and Documentation to receive the relevant TransArmor Solution service for its intended purpose on systems ownedor licensed by you. Software can only be usedwithcertaincomputer operating systems and it is your responsibility to ensure that you have the appropriatehardwareandsoftwaretousetheSoftware. 20.9.3. We have the rightto rely on user names,password and other sign on credentials/accesscontrolsfor theTransArmorSolutionor anySoftware (including Federated Single Sign-on credentials) provided or approved by us to authenticate access to, and use of, the Servicesand any Software.

20.6.4. You shall not take any action inconsistent with the stated title and ownership in thisSection 20. Youwill notfile any action,in any forumthat challenges the ownership of any part of the TransArmor Solution or any software,materialsor Documentation.Failureto complywiththisprovision will constitute a material breach of this Agreement. We have the right to immediately terminate your access to and use of the TransArmor Solution in the event of achallenge by you.

20.10. Indemnification.In additionto otherindemnificationsprovided in this Agreement, you agree to indemnify and hold us, our Affiliates and third party service providersharmless from and againstalllosses, WFB2210(Rev00–10/19) 26
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 any party (other than its employees or us) to hold or accessCardholder Information.liabilities, damages and expenses arising from (a) your use of the TransArmor Solution, including any Software or Equipment provided underthisAgreement;or(b)anyotherperson’sauthorizedorunauthorized access and/or use of the TransArmor Solution (or any part), Software or Equipment,whetherornotusingyouruniqueusername,password,orother security features.

20.11.6. Notwithstanding the Liability Waiver: (a) you must continue to perform all obligations under this Agreement, including your obligation tocomplywithdatasecurityrequirements;and(b)wewaivenorights or remedies under this Agreement including our right to terminate or suspend this Agreement if a Data Security Event occurs.20.11.Liability Waiver.

20.12. Export Compliance20.11.1.Subject to your subscribing to the entire TransArmor Solution bundle and to the terms of this Agreement, we agree to waive liability that you have to us under this Agreement for Security Event Expenses resulting from a Data Security Event first discovered by you or us while you are receiving and utilizing the TransArmor Solution (the “LiabilityWaiver”).

20.12.1. You agree not to exportor re-exportanySoftwareor Equipment or any underlying information except in full compliance with all applicable laws andregulations.

20.12.2. None of the Software or Equipment or any underlying informationmaybedownloadedorotherwiseexportedorre-exported(a) to any country to which the United States has embargoed goods (or any nationalor residentthereof);(b) to anyoneon theUnitedStatesTreasury Department’s list of Specially Designated Nationals or the United States Commerce Department’sTable of Deny Orders; or (c) in any manner not in full compliance with the requirements of the United States Bureau of Industry and Security and all applicable Export Administration Regulations.

20.11.2.The maximum amount of Liability Waiver for all Security Event Expenses arising out of or relating to your Data Security Events first discoveredduringany TransArmor ProgramYearregardlessof the number of such Data Security Events is as follows:
a) $100,000.00 maximumper eachMID you have; and
b) $500,000 aggregate maximum for all of your MID’s.

20.11.3.In additionto Section20.11.2,themaximumamountof Liability Waiver during any TransArmor Program Year for EMV Upgrade Costs is furtherlimitedasfollows:

20.12.3. If youhaverightfully obtained Softwareor Equipmentor any underlying information outside of the United States, you agree not to re-export the same except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained it. You warrant that you are not located in, under the control of, or a nationalor residentof any such country or on any suchlist. a) $10,000 maximumper each MID you have; and
b) $25,000.00 aggregatemaximumfor all of yourMID’s.

20.11.4. Security Event Expenses resulting from the same, continuous, related or repeatedeventor factswill be deemed to arise out of one Data Security Event. 20.13. Definitions:
(a) Card Organization Assessment means a monetary assessment, fee, fine or penalty levied against you or us by a Card Organization as the resultof (i) a Data Security Eventor (ii) a securityassessmentconducted as the result of a Data Security Event; provided, that The Card Organization Assessment shall not exceed the maximum monetary assessment, fee, fine or penalty permitted upon the occurrence of a Data Security Event by the applicable rules or agreement in effect as of the inception date of this Agreement for such Card Organization; (b) Cardholder Information meansthedatacontainedonaCard,orotherwiseprovidedtoClient,that isrequiredbytheCardOrganizationorusin ordertoprocess,approve and/or settle a Card transaction; (c) Card Replacement Expenses means thecoststhattheweoryouarerequiredtopaybytheCardOrganization to replace compromised Cards as the result of (i) a Data Security Event or (ii) a security assessment conducted as the result of a Data Security Event; (d) Data Protection is a TransArmor Solution service that provides encryption of cardholder data at your payment environment and replaces the data with a token or randomly generated number; (e) Data Security Event means the actual or suspected unauthorized access to or use of Cardholder Information, arising out of your possession of or access to such Cardholder Information, which has been reported (i) to a Card Organization by you or us or (ii) to you or us by a Card Organization.

All Security Event Expenses and Post Event Services Expenses resulting fromthesame,continuous,relatedor repeatedeventorwhicharisefrom the same,related or common nexus of facts,will be deemed to arise out of one Data Security Event; (f) Documentation means any documents, instructions,webscreen,layoutsor anyothermaterialsprovidedbyus relatingtotheSoftwareortheTransArmorSolution;(g)Equipmentmeans equipmentrentedtoorpurchasedbyyouunderthisAgreementandany documents setting out additional terms on whichEquipmentisrented to or purchased by you; (h) EMV Upgrade Costs means cost to upgrade payment acceptance and processing hardware and software to enable you toacceptandprocessEMV-enabledCardinamannercompliantwithPCI Data Security Standards; (i) Forensic Audit Expenses means the costs of a security assessment conducted by a qualified security assessor approved by a Card Organization or PCI Security Standards Council to determine the cause and extent of a Data Security Event; (g) Liability Waiver has the meaningassetforthin Section20.11.1above;(j)Marksmeansthenames,

20.11.5.The Liability Waivershall not apply in relation to:
a) your failure to comply with the terms of thisAgreement; b) any Data Security Event occurring before you started receiving the TransArmorSolution;
c) any fines or assessmentlevied against you that are not the directresult of a Data SecurityEvent;
d) any Data Security Event relating to you where you have experienced a prior Data Security Event, unless you were later certified as PCI compliant bya qualifiedsecurityassessor;
e) any expenses incurred for, or as a result of, regularly scheduled, recurring or routinesecurityassessments,regulatory examinations, inquiriesor complianceactivities;
f) any Data Security Event if you: (i) are categorized by any Card Organizationas“Level1” or (ii)processesmorethansixmillion(6,000,000) Card transactions during the twelve month period prior to the date this Section became effective;
g) any expenses, other than Security Event Expenses, incurred by you arising out of or resulting,directly or indirectly,froma Data Security Event, including expenses incurred to bring you into compliance with the PCI DataSecurityStandardor anysimilarsecuritystandard;
h) any Security Event Expenses arising out of or resulting, directly or indirectly, from an event of force majeure, any dishonest, fraudulent, criminal or malicious act, error or omission, or any violation of the law including any claim, suit, action or proceeding against you that is brought by or on behalf of anyfederal,state or localgovernmentagency; or i) any Data Security Event arising out of (i) any software not within your control; provided,however,thisexclusion shall not apply to a Data Security Eventarising out of a virus,Trojanhorse or othersoftwareused by a third party to obtain fraudulent access to data to your computer system or to collectdatain transitto or fromyourcomputersystem;(ii)abreach in a computer system in which you and other merchants, with no legal relationship to one another, have hosted accounts or share a common database,operatingsystemorsoftwareapplications;or(iii)yourallowing WFB2210(Rev00–10/19) 27
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ownershiprightsto our and their respectiveintellectualpropertyrelated in any way to the Fraud Services. We reserve the right to alter or suspend the Fraud Services in the event of (i) a violation of Fraud Services Terms or (ii) the terminationof theagreementwithourFraudServicesprovideror other inability to continue to provide the FraudServices.
logos,emblems,brands,servicemarks,trademarks,tradenames,taglines or other proprietary designations; (k) Post Event Services Expenses means reasonable fees and expenses incurred by us or you with our prior written consent, for any service specifically approved by us in writing, including, without limitation, identity theft education and assistance and credit file monitoring. Such services must be provided by or on behalf of us or youwithin one (1) yearfollowingdiscoveryof a Data SecurityEvent to a Cardholder whose Cardholder Information is the subject of that Data Security Event for the primary purpose of mitigating the effects of such Data Security Event; (l) Program Year means the period from November 1st through October 31st of each year; (m) Security Event Expenses means Card Organization Assessments, Forensic Audit Expenses and Card Replacement Expenses. Security Event Expenses also includes EMV Upgrade Costs you agree to incur in lieu of a Card Organization Assessment; (n) Software means all software, computer programs, related documentation, technology, know-how and processes embodied intheEquipment(i.e.firmware)orotherwiseprovidedtoyouunderthis Agreement.Forthe avoidanceof doubt,the term Software shallnotinclude any third party software available as part of a service provided from someone other than us or our vendors or which may be obtained by you separately from the TransAmorSolution (e.g.any applicationsdownloaded by you through an application marketplace); (o) TransArmor PCI is a TransArmor Solution service that provides access to online PCI DSS Self- Assessment Questionnaires (SAQ) to validate PCI data standards: and (p) TransArmor Solution is the suite of security services provided by us and knownasTransArmor.

21.3. Transaction Data. Your transaction data will be processed by the Fraud Services. As part of this processing, the transaction data may be retained for statisticalanalysis,and elements of data fromfraudulent transactionsmaybecaptured,retainedandsharedwithothersto help improvethe Fraud Servicesand preventfurther fraud.In no eventwill the source of any such retained data be disclosed to a third party. Youhereby agree to the transmission and use of the data in thismanner.

21.4. Disclaimer of Warranties. TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, EXCEPT AS MAY BE EXPRESSLY

PROVIDED HEREIN, THE FRAUD SERVICES ARE PROVIDED TO YOU “AS IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF
ANY KIND. INCLUDED IN THIS DISCLAIMER ARE BOTH EXPRESS

AND IMPLIED WARRANTIES, AND WITHOUT LIMITATION,

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. THERE ARE NO WARRANTIES THAT THE

FRAUD SERVICES WILL BE COM PLETELY ACCURATE, ERROR-FREE OR WILL BE AVAILABLE WITHOUT INTERRUPTION.

21.5. Limitation of Liability. The Fraud Services provide a tool for you to efficientlymakebetterinformeddecisionswhetherto acceptor rejecttransactionsthatmay be fraudulent.There is no assurance that the FraudServiceswillaccuratelyidentify everyinstanceof fraud,nor that every transaction that may appear fraudulent is in fact so. BY YOUR

ACCEPTANCE OF THE TERMS OF THIS PROGRAM GUIDE, AND

YOUR USE OF THE FRAUD SERVICES, YOU AGREE THAT, UNDER

ANY THEORY OF LAW OR EQUITY, WITH RESPECT TO YOUR USE OF THE FRAUD SERVICES (i) OUR LIABILITY AND THAT OF ANY FRAUD

SERVICES PROVIDER SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED TWELVE (12) MONTHS OF FRAUD SER VICES FEES, AND (ii) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

NEITHER WE NOR ANY

21. Special Provisions Regarding Fraud Detection Services If you elect to receive Fraud Services from us, then the following terms and conditions of this Section, referred to as the Fraud Services Terms, shall apply.

The Fraud Detection Services is provided to you by Processor and not Bank. Bank is not a party to this Agreement insofar as it applies to the Fraud Detection Services, and Bank is not liable to you in any way with respectto suchservices.Forthepurposesof thissection,thewords“we”, “our”and “us” referonly to the Processor and not the Bank.

FRAUD SERVICES PROVIDER SHALL HAVE ANY LIABILITY FOR

ANYSUBSEQUENTCHARGEBACKSORLOSSOFREVENUEFROM

FALSEPOSITIVEFRAUDSCORESORIN ANYOTHERWAYRELATED
TOTHEUSEOFTHEFRAUDSERVICES.

Through our strategic agreement with Accertify, Inc. we have acquired the right to sublicense the access and use of Interceptas, InterceptNOW and InterceptSHARE,whichare softwaresystems and related servicesthat will help you efficiently reduce your exposure to fraudulent transactions (the “Fraud Services”). The Fraud Services are proprietary products and services of Accertify, Inc., and may include specific data andservices from third party service providers for things like geolocation or device identification, which are specific tools used together with Accertify’s software. For all purposes of the Fraud Services Terms, the term Fraud Services includes any such third party data or service providers accessed through any of Accertify’s proprietary software described above.

21.6. Termination. Upon termination of the Fraud Services for any reason,youagree to pay any remaining fees or expensesrelated to your use of the Fraud Services, to cease attempts to access the Fraud Services and to return all user manuals or other materials received in connection with the Fraud Services.

21.7. Third Party Beneficiaries. The Fraud Services provider(s) is (are) an intended third party beneficiary of this Section of the Program Guide, and may enforce the terms of this Section directly against you as if it were a party hereto.

21.1. Software Licenses. Wehereby grant you a non-exclusive, non- transferable, limited sublicense to use the Fraud Services for the duration of thisAgreement,or untilotherwiseterminated,solelyin connectionwith your use of the payment and processing services otherwise described in this Program Guide. You acknowledge that the only right you obtain to the Fraud Services is the right to use the Fraud Services for the screening and review of your own transactions in accordance with the terms in this Section.

21.8. Your Privacy Policy. Your privacy policy should reflect the fact that you will subject transactions to fraud screening.Youand your privacy legal counsel should consider your specific circumstances and what disclosures will best fit your needs and provide your customers with a clearpictureof how customer and transaction data is being used. Example language is set forth below, but is only a suggestion, which you should not adopt without carefulconsideration and adviceof counsel.The Fraud Services and related materials include confidential, competitively sensitive and trade secret information, processes, software, user interfaces and other elements. You are not permitted to allow any third party service provider access to these materials or to the output generated by the Fraud Services, nor use or demonstrate the Fraud Services or related materials for, or on behalf of, any third party service provider without the prior written permission of the Fraud Services provider.

Any information you provide to Merchant may be combined with information from other sources and used by Merchant, or a third party retained by Merchant, to help detect and prevent fraud, misuse of [Merchant]’s website or other illegal activity. Parts or all of this information may be retained by us or the third parties involved in fraud detection and used for future fraud prevention efforts. Information believed to be fraudulent may be shared with other merchants, banks and law enforcement officials to help prevent further misuse. [Merchant] may also use “device identification” technology to

21.2. Reservation of Rights. Subject only to the limited sublicense grantedherein,weandtheFraudServicesprovider(s)reserveall WFB2210(Rev00–10/19) 28
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 and against any and all third party claims, losses, liabilities, damages and expenses, including reasonable attorneys’ fees, (collectively “Claims”) to the extent that any such Claim is caused by or arises out of: (i) any failure of Client to comply with this Agreement or any law or regulation applicable to BIP;(ii) any dispute between Client and Buyer; or (iii)anyinstructions or procedures that Client may provide to Servicers in connection with the Buyer Initiated Payments and Processor’s compliance therewith. recognize specific computers or other internet devices each time they accessthe website,andassociatehistoricaldatawith thatcomputeror deviceaspartof itseffortstopreventfraudor othermisuse.

22. Special Provisions Regarding Buyer Initiated Payments The terms and conditions set forth in this Section 22 govern the provision of Buyer Initiated Payment services and apply only to Card payments that originate from a business certified into a Card OrganizationapprovedgatewayforBuyerInitiatedPayments.These provisionsdo not apply to anytransactionsoriginating from a terminal orsoftwareatyourbusiness.

22.6. Processing Specifications. The following details apply to how Servicerstransfersmoniesbetweenparties.
a) Unless otherwise specified by you on the Application, amounts deposited into your account will be in the whole amount of the payment fromyour customer.After a paymentis made by the Buyer,it typically takes one to three businessdaysfor the funds to be deposited into your checking account.

22.1. Description of Buyer Initiated Payments. Buyer Initiated Payments (“BIP”) allow invoices that have been electronically entered at the cardholdingbuyer’slocation to be processed by us for settlement to you (the seller of goodsandservicesin B2Btransactions)withoutyou manually re-enteringthe same piecesof card and invoice information. b) Unless otherwise specified by you on the Application, the fees applied to your transactions will be debited from your Settlement Account on or about the first business day of the month following when the transactions occurred. It is your responsibility to ensure that there are no settings on your accountprohibitinga debit entry. You must ensure there are adequate funds available in your SettlementAccount.

Use of this service only changes the method of payment between you and your Buyer (your customer). All other processes between you and the Buyer as it pertainsto invoicing,approvalsand exceptions will remain as is for each Buyer paying you through this service.

22.2. AcceptanceofBuyerInitiatedPayments. 22.7. Authorization. Authorization will occur at the Servicers or relevant a) Thereisnohardware,software,orsuppliesrequiredtoacceptBuyer Initiated Payments
Card Organization.

22.8. Termination. As stated on your Application, there is no early termination fee associated with BIP accounts. At any time, you are able to terminate service by calling the customer service number listed on your statement.It isyourresponsibilityto contactyourBuyersto informthem that a differentpaymentoption will be needed on future invoices.Wecan terminate BIP servicesupon 30 days’notice to you or immediately in the event of your breachof the Agreement.
b) All transactions submitted through a BIP account must be Buyer initiated.Youcannotrequesta terminalor initiate transactionsin any way through the Merchant ID established by these terms. Merchant processing must be done through a separate Merchant ID.
c) No credits are permitted on BIP accounts. In the eventof a dispute regarding a Buyer Initiated Payment, all refunds, discounts, or other remediesmustbe handledbetweenyouandyourcustomer,theBuyer, withouttheinvolvementof Servicers.

23. Special Provisions Regarding PayeezySMGateway Services If you elect to utilize the Payeezy Gateway Services, the following additional terms and conditions of this Section 23 shall apply.d) It is your responsibility to ensure that only customers that you authorize to submit payments on this account do so. We will not disclose the fact that you are enrolled to receiveBIP to other businessesunlessyou authorizeus to do so.

The Payeezy Gateway Services are provided to you by Processor and not Bank. Bank is not a party to this Agreement insofar as it applies to the PayeezyGateway Services,and Bank is not liable to you in any way with respectto suchservices.Forthepurposesof thisSection23,thewords“we,” “our” and “us” referonly to the Processor and not the Bank. e) If a business does process a paymenton the accountwithoutyour consent, you must handle the matter directly with your customer, the Buyer,withouttheinvolvementof Servicers. The Payeezy Gateway Services and Software provided and other matterscontemplated under thisSection 23 are subject to the rest of this Agreement,as applicable,except to the extent the terms of this Section 23 directly conflict with another provision of this Agreement, in which case the terms of thisSection23willcontrol.
f) Servicers are responsible for processing the BIP. Any concessions given by your customers such as accelerating payment terms or changing early payment discounts are not administered or enforced by Servicer.

Such agreements are strictly part of the relationships between your businessand those of your buyersand the resolution to issuesarisingfrom thosearrangementsareto be handledoutsideof thisAgreement.

23.1. Definitions. Capitalized terms used herein shall have the meanings given to such terms as set forth in this Section 23.1 or as defined in the Glossaryor elsewherein thisSection23.22.3. Chargebacks related to Buyer Initiated Payments. In BIP processing, the Buyer has control over the payment, and is therefore prohibited frominitiatingmostcharge back types. In the eventyourbuyer initiates a charge back onthis Merchant ID, please contact Servicers. “Claim” means any arbitration award, assessment, charge, citation, claim, damage, demand, directive, expense, fine, interest, joint or several liability, lawsuit or other litigation, notice, infringement or misappropriation of any Intellectual Property Right or violation of any law, and any consequential, indirect,special,incidentalor punitivedamages and any attorney’sfees and expenses incurred in connection therewith. For purposes of the foregoing Claim definition, a Claim shall be considered to exist even though it may be conditional, contingent, indirect, potential, secondary, unaccrued, unasserted,unknown,unliquidated,orunmatured.

22.4. Limitation on Liability/Indemnification. NOTWITH STANDING

ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY,
SERVICER’S CUMULATIVE AGGREGATE LIABILITY FOR ANY

LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR

DAMAGES ARISING OUT OF RELATED TO THIS SECTION FOR

ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF

ACTION OR LEGAL THEORY, SHALL BE LIMITED TO THE ACTUAL

DIRECT DAMAGES SUFFERED BY CLIENT AND, IN ANY EVENT,

SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT OF FEES

PAID TO SERVICERS BY CLIENT UNDER THIS SECTION DURING
THE TWELVE (12) MONTHS PRIOR TO THE DATE THAT THE
LIABILITY ARISES, OR (II) TWENTY THOUSAND DOLLARS ($20,000), WHICHEVER IS LESS.
“Confidential Information” means the Software, Documentation, Operational Procedures, the terms and conditions of this Section 23 (including any schedule, exhibit or addendum), pricing or other proprietary business information, and any other information provided to you by us, whether or not such information is marked as confidential; provided, however, that Confidential Information will not include information that: (a) is or becomes generally known to the public through no fault of yours;(b) was lawfully obtained by you from a third party free of any obligationof confidentiality;(c)wasalreadyin yourlawfulpossession

22.5. Indemnification. Client shall indemnify and hold harmless Servicers,its directors,officers,employees,agents and Affiliatesfrom WFB2210(Rev00–10/19) 29
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Payeezy Gateway Services shall be required for each separate Merchant Account held by you.priorto receiptthereof,directlyor indirectly,fromthedisclosingparty;(d) is independently developed by you without the use of the Confidential Information;(e)isdisclosedwithourexpresswrittenpermission;or (f)is disclosed pursuant to a lawful court or governmental order, provided you provide us with prompt prior written notice of any proceeding that may involve such an order,and an opportunity to contestany disclosureat such proceeding.

23.3. Term; Termination. The Payeezy Gateway Services shall commence as of the effective date of this Agreement and shall remain in effectuntilterminatedbyeitherpartyasprovidedherein.Eitherpartymay terminate the Payeezy Gateway Services upon giving the other party at least thirty (30) days prior written notice. We may suspend or terminate your access to Payeezy Gateway Services without prior notice, with or without cause. Regardless of the reason for termination, you shall be responsible for the payment of all fees due up to and including the effective date oftermination.
“Customer” means your customer who would like to provide payment for your goods or services.
“Documentation” means any and all manuals and other written materialsin any form provided for use with the Software, as amended by us from time to time,the termsof whichareincorporatedin this Section 23 as if fullysetforthherein.

23.4. License Grant.

23.4.1. Software License. Subject to the terms and conditions of thisAgreement,Processorgrants to you a royaltyfree,non-exclusive, nontransferable, revocable limited license to use the Services, during the term of this Agreement for the sole and limited purpose of submitting payment transactions to us for processing, and otherwise using our Services as set forth herein.
“Intellectual Property Rights” means any and all patents, copyrights, trademarks, trade secrets, service marks, and any other intellectual property rights, and any applications for any of the foregoing, in all countries in the world.
“Merchant Account” shall mean an account set up for a merchant that requires a card processor, bank, merchant ID., terminal ID., merchant identification number, or otherwise named unique merchant number.

Multiple physical or virtual storefronts that process transactions under the same uniquemerchantnumbershallbe deemed as one (1) Merchant Account.

23.4.2. Documentation License. Subject to the terms and conditions of this Agreement,Processor grants to you, and you hereby accept, a royalty free, non-exclusive, non-transferable limited license, without right of sublicense, to use the Documentation during the term of this Agreement for the sole and limited purpose of supporting your use of the Services.

You shall strictly follow all Documentation provided to you, as it may be amended from time to time by us, in our discretion. To the extent that there is any conflict between the Documentation and the terms of this Agreement,the terms of thisSection 23 shallgovern and control. “Operational Procedures” means our published policies and procedures contained in the various documents provided to you, as amended from time to time,concerning the Servicesprovided pursuant to thisSection, the termsof whichareincorporatedin thisSectionas if fullysetforthherein.

23.4.3. Use Restrictions. You shall not, and shall not cause or permit any third party to: (i) use the Services in any way, other than in accordance withthisAgreement,theDocumentationor asotherwiseinstructed by us in writing; (ii) use the Software or Documentation, either directly or indirectly, for benchmarking or to develop any product or service that competeswiththeproductsandservicesprovidedunderthisSection23; (iii) disassemble, decompile, decrypt, extract, reverse engineer or modify the Services,or otherwiseapplyanyprocedureor processto theServices inordertoascertain,derive,and/orappropriateforanyreasonorpurpose, the source code or source listings for the Services or any algorithm, process,procedureor otherinformationcontainedin theServices,except asotherwisespecificallyauthorizedinaccordancewiththisSection23; (iv) provide the Services or Documentation to any third party, other than toyourauthorizedemployeesandcontractorswhoaresubjecttoawritten confidentiality agreement, the terms of which are no less restrictive than the confidentiality provisions of this Section 23; (v) use, modify, adapt, reformat, copy or reproduce the Services or Documentation, except as is incidentalto thepurposesof this Section 23, or forarchivalpurposes(any copiesmadehereundershallcontainallappropriateproprietarynotices); (vi)rent,lease,assign,sublicense,transfer,distribute,allowaccessto,or timeshare the Services or Documentation; (vii) circumvent or attempt to circumventanyapplicablesecurity measuresof the Services; (viii) attempt to access or actually access portions of the Platform or Services not authorized for your use; or (ix) use the Services or Documentation in any unlawful manner or for any unlawful purpose.
“Payeezy Gateway Services” or “Service” means the products or services offered through Payeezy Gateway (including, but, not limited to payment processing services such as authorization of transactions, routing transactions to the appropriate payment processing network or third party service provider, transaction responses (approved, declined), and the detailed reporting of those transactions) and Software, as applicable.

Payeezy Gateway Services do not include alternative payment products or services that are supported by or may be accessedthroughthe Payeezy Gateway and with respect to whichyouenterinto an agreement:(i)with us(which agreement may consistof an amendment to this Agreement or specific terms in this Agreement expressly covering such alternative payment products or services)(such alternative payment products orservices,“SeparateProducts”),or(ii)athirdpartyserviceprovider regardingyourparticipationin suchalternativepaymentproductsor services(togetherwithSeparateProducts,the“ExcludedProducts”). “Platform” means our operated, or approved, electronic payment platform(s) and/or gateway(s) (also referred to as the “Payeezy Gateway”) through which the payment services contemplated under this Section 23 are provided.
“Services” means the products or services offered the Platform(including, but, not limited to payment processing services such as authorization of transactions to the appropriate payment processing network or third party service provider, transaction responses (approved, declined), and the detailed reporting of those transactions, and all related and applicable Software. 23.4.4. Updates. From time to time we may, at our discretion, release Updates or modify the Software. In the event we notify you of any such Update, you shall integrate and install such Update into Your Systems within thirty (30) days of yourreceiptof suchnotice.Youacknowledge that failure to install Updates in a timely fashion may impair the functionality of the Platformor any of the Services provided hereunder. We will have no liability for your failure to properly install the most current version of the Softwareor any Update, and we will have no obligation to providesupport orservicesforanyoutdatedversions.
“Software” means all applications, protocols, software components andotherinterfacesandsoftwareprovidedbyus to youpursuantto this Section 23, and any and all Updates.
“Updates” means an embodiment of the Software that provides enhancements and/or improvements.
“Your Systems” means any web site(s) or interfaces to the Services operated or maintained by you or on your behalf through which transactions are submitted for processing, and all of your other associated systems.

23.4.5. Licensors. The licenses granted hereunder may be subject to other licenses currently held by us. Should any license held by us or oursubcontractorstocertaintechnologyorsoftwarebeterminatedor23.2. Fees. Client shall pay Processor the fees for the Payeezy Gateway Servicesas set forthon the Application.A separate accountwith us for WFB2210(Rev00–10/19) 30
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 no Services need be provided by us to you pursuant to Section, except as otherwise specifically provided in Section 23.5.2 below. In addition, you acknowledge and agree that, even if you have completed Integration, if you have not entered into a valid merchant processing agreement with an authorized bank card processor, you cannot receive the Services through the Paltform.
suspended, the corresponding license(s) granted to you hereunder may also be terminated or suspended in our sole and absolute discretion.

Youacknowledge and agree to such potential termination or suspension and hereby waive any and all damages, whether actual, incidental or consequential resulting therefrom.

23.4.6. Export Compliance. Youagree not to export or re-export the Software or any underlying information or technology except in full compliance with all applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technologymaybedownloadedorotherwiseexportedorre-exported(i) to any country to which the United States has embargoed goods (or any nationalor residentthereof);(ii)to anyoneon theUnitedStatesTreasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders; or (iii) in any manner not in full compliance with the requirementsof the United StatesBureau of Industry and Security and all applicable Export Administration Regulations.If you have rightfully obtained the Software outside of the United States, you agree not to re-exporttheSoftwareexceptaspermitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the Software. You warrant that you are not located in, under the control of, or a national or residentof any suchcountry or on any suchlist.

23.5.2. Set-Up Assistance Services. Subject to Section 23.5.1 above, upon your requestto us, andupon paymentof anyapplicablefees,we will provideyouwithset-upservicesto assistwiththeIntegration.

23.5.3. Shut Downs. Wereserve the right, from time to time, without priornotice,to shutdownandrestartthePlatformformaintenanceand/or softwareupgradesforreasonabletimeperiodsofoneminuteormore.

23.5.4. Orders by Customers. You are solely responsible for accepting, processing, and filling any orders for purchases by your Customers, and for handling any inquiries arising therefrom. You shall use the highest standards in the industry in responding to complaints by Customers. We are not responsible or liable for any unauthorized access to your data or Your Systems by any means ordevice.

23.6. Security of Information. We will use commercially reasonable efforts to maintain the security of the Services and the Platform. You will use commercially reasonable efforts to maintain the security of Your Systems. Such steps by you will be taken at your sole cost and expense, andshallinclude,withoutlimitation:(i)creatingfirewallsto protectagainst unauthorized access to Your Systems by your employees, contractors, Customers, or by any other person; and (ii) implementing reasonable protective techniques suggested by us. Youfurther agree that you will be bound by and comply with all of our and all Card Organization security rules and regulationsas they now exist or as each may be amended or supplemented from time to time. Notwithstanding the foregoing, the parties recognize that there is no guarantee or absolute security of information that is communicated over the internet.

23.4.7. Federal Acquisition Regulations. If you are acquiring the Software on behalf of any part of the United States Government (the “Government”), the following provisions apply: Any use, duplication, or disclosure by the Government is subject to the restrictions set forthin subparagraphs(a)through(d) of the CommercialComputer Software-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Softwareclauseat DFARS252.227-7013,andin similarclausesin theNASA FAR Supplement. We are the contractor/manufacturer, with the address setforthbelow.Anyuse,modification,reproduction,release,performance, display or disclosure of the Software and/or the accompanying documentation by the Government or any of its agencies shall be governed solely by the terms of this Addendum and shall be prohibited exceptto theextentexpresslypermittedby the terms of thisSection 23.

23.7. Privacy. We have adopted an online Privacy Statement for the Services to inform individuals as to our online collection and use of personal information.Youagree that, during the term of this Agreement, you will adequately communicate and comply with an appropriate privacy policy explaining your online collection and use ofthe personal information of your Customers. Unless required by law, Card Organization Rules, or done pursuant to this Agreement, you shall not, under any circumstances, sell, purchase, provide, or otherwise disclose any customer’s account information, transaction information, or other personal information to any third party. You shall store all data securely. We may advise potential users of the services that we have a relationship with you.

23.4.8. Return / Destruction. Upon termination or expiration of this Agreement,alllicensesgranted hereundershallimmediately terminate, and within five (5) days thereof, you shall either return to us or destroy or delete from Your Systems, as applicable,the Software,Operational procedures, Documentation, and any copies thereof, and shall so certify to us in writing.

23.4.9. No other Licenses. Except as expressly provided above, no licenseforanypatents,copyrights,trademarks,tradesecretsor anyother intellectualpropertyrights,expressorimplied,aregrantedhereunder.

23.8. Audit Rights. Upon notice to you, we may audit your usage, records and security of the Services, your Customer’s payment processing information,andtheservicesprovidedhereunderto ensure(i) that you are using the Platform and Services in full compliance with the provisions of thisSection 23; (ii) thatallapplicable fees have been paid;(iii) that you are adhering to your Privacy Policy; and; (iv) that you are in full compliance with allapplicable laws,regulationsand rules (including but not limited to Card Organization Rules). Any such audit shall be conducted during regular business hours at your offices and shall not interfere unreasonably with your business.

23.4.10. Use of Transaction Data. As permitted by applicable law and regulations,we reserve the right to copyanddistributeto thirdparties,any information associated with your use of the Services or your activities on the Platformto the extentnecessary to provideServices to you.

23.5. Platform Matters

23.5.1. Integration with Your Systems. While we provide Software to you,youacknowledgethattheSoftwareitselfis insufficientto allow Your Systems to function with the Platform. Programming, development and maintenance of Your Systems and their functionality are your sole responsibility. You have the sole responsibility to select and employ any competent programming agent(s) to accomplish the programming required to make Your Systems function correctly with the Platform and the payment services contemplated hereunder (“Integration”). You shall be responsible for all technical support for Your Systems and Integration related issues.Youagree that you will use commercially reasonableefforts to complete the Integration as soon as possible. You will be responsible for all of yourowndevelopmentandimplementationcostsassociatedwith such Integration. Notwithstanding any other provision of thisSection 23, you acknowledge that unless and until you complete the Integration,

23.9. Reserved

23.10. Indemnification. You shall indemnify, defend, and hold us, our subsidiaries and affiliates and our and their officers, directors, employees, shareholders, agents and attorneys from any Claim(s) arising from the conductof yourbusiness,any transactions submitted throughthe Payeezy Gateway hereunder for payment processing, any false or inaccurate representationmade by you or the negligence,fraud,dishonestyor willfulbehaviorof any of youremployeesor agents,or fromyourfailure to strictlycomply,in wholeor in part,withany:(i)termsandconditions pursuant to this Agreement and any addenda hereto or Documentation; or (ii) applicable law, regulations or Card Organization Rules. Upon written notice from us to you,youshallimmediately undertake the defenseof such WFB2210(Rev00–10/19) 31
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 transmitted to the party to be notified at such party’s address or number at suchparty’slast known address or number, and shall be: (i) if sent by us, handdeliveredordeliveredbyfacsimiletransmission,overnightcourieror certified,registered,regularmailor e-mail;or (ii) if sent by you, certified or registered mail, postage prepaid return receipt requested to 6101 Condor Drive, Moorpark, CA 93021. Any notice delivered hereunder shall be deemed effective,as applicable,upon delivery,if hand delivered or sent by overnight courier; upon receipt as evidenced by the date of transmission indicatedon thetransmittedmaterial,if byfacsimiletransmissionor e-mail; on the date of deliveryindicated on the return receipt,if mailed by certifiedor registeredmail;or ten (10) days after mailing, if by regular mail (orasotherwiserequiredbyapplicablelaw).Theparties’addressesmaybe changed by written notice to the other party as provided herein.

Claim by representatives of your own choosing, subject to our reasonable approval.

23.11.Limitation of Liability.

23.11.1. General Limitations. Processor is not liable for the merit and legitimacy of the orders forwarded by you. All liability for validity of ordersremainswithyou.Wearenotresponsibleforanydataentryerrors, Customer misrepresentations, or reporting errors resulting from your actions. We shall not be liable to you or your Customer for the accuracy of the information provided by the Services.

23.11.2. Special Damages. In no event shall we be liable to you, or to any otherpersonor entity,underthisSection23,or otherwise,foranypunitive, exemplary,special, incidental or consequentialdamages, including, without limitation,anylossor injuryto earnings,profitsor goodwill. 23.14. Subcontractors. Processor may subcontract all or part of the Services using a variety of providers globally, but, notwithstanding any suchsubcontract,Processorshallremainfullyresponsibleforperformance of the Services, including ensuring the compliance of subcontractors with the terms of this Agreementapplicable to such subcontractors. Each of our subcontractorsfortheServicesisa thirdpartybeneficiaryof Sections23.4,

23.5,23.7,23.8,23.9,23.10,29.11,23.14and23.15ofthisSectionwithrightsto enforce the applicable terms of this Section againstyou.

23.11.3. Maximum Liability. Notwithstanding any provision in this Agreement to the contrary,in no event shall our liability under this Section 23 for all Claims arising under, or related to, this Section 23 exceed, in the aggregate (inclusive of any and all Claims made by you against us, whether related or unrelated), the lesser of: (i) the total amount of fees paid by you fortheourServicesduringthe12-monthperiodimmediatelyprecedingthe datetheeventgivingriseto suchClaim(s)occurred;or(ii)$10,000.00.

23.14. Survival. Upon termination or expiration of this Section 29 or the Agreement, a party's obligations shall cease except for those remaining or required to be performedfollowingsuch termination.Forthe avoidanceof doubt, the parties agree that those provisions of this Section that logically shouldsurviveitsterminationor expirationin orderto accomplish its fundamental purposes will do so. All representations, warranties, indemnities and covenants made herein shall survive the termination of this Section and shall remain enforceable after such termination.

23.11.4. Other Damages. Notwithstanding provisions set forth herein, we will not be liable for any Claims under this Agreement arising directly or indirectly from or otherwise concerning: (a) any termination, suspension, delay or disruption of service (including billing for a service) by the Internet, any common carrier or any third party service provider; (b) any failure,disruptionor malfunctionof theServicesprovidedhereunder or the internet, or any communications network, facility or equipment beyondourreasonablecontrol,whetheror notattributableto one or more commoncarriersor thirdpartyserviceproviders;(c)anyfailedattemptsby you or your Customers to access any Systems or to complete processing transactions; or (d) any failure to transmit, obtain or collect data from Customers or for human, machine or software errors or faulty or your or yourCustomer’s;or(e)human,machineorsoftwareerrorsorfaultyoryour or yourCustomer’serroneousinput.

24. ChoiceofLaw;Venue;WaiverofJuryTrial;LimitationonClaims

24.1. Choice of Law. Our Agreement shall be governed by and construed in accordancewiththe laws of the State of New York (without regard to its choiceoflawprovisions).

24.2. Venue. We have substantial facilities in the State of New York and many of the services provided under this Agreement are provided from these facilities. The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in Suffolk County, New York.

23.12. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE

AND AGREE THAT THE USE OF THE SERVICES AND

DOCUMENTATION ARE AT YOUR SOLE RISK WE MAKE NO

REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,

AND NO IMPLIED AT LAW WARRANTY SHALL ARISE FROM

THIS AGREEMENT THE SERVICES, DOCUMENTATION,OUR

PROCEDURES,THESERVICESPROVIDEDHEREUNDER,OR FROM
PERFORMANCE BY US, INCLUDING, WITHOUTLIMITATION:
(A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR

FITNESSFORA PARTICULARPURPOSE,(B)ANY WARRANTIES
OF NONINTERFERENCE OR NON-INFRINGEMENT; OR (C) ANY

WARRANTIES THAT ANY PRODUCT OR SERVICE PROVIDED

HEREUNDER (INCLUDING BUT NOT LIMITED TO THE SOFTWARE)
WILL (1) MEET YOUR REQUIREMENTS; (2) OPERATE ACCORDING
TO YOUR EXPECTATIONS; (3) PROVIDE ACCURATEDATA; OR
(4) OPERATE UNINTERRUPTED OR ERROR FREE. ANY AND ALL

SUCH WARRANTIES ARE EXPRESSLY DISCAIMED BY US AND
WAIVED BY YOU. WE DO NOT WARRANT THAT ANY ERRORS
WILL BE CORRECTED. EXCEPT AS OTHERWISE SPECIFICALLY SET

FORTH HEREIN, THE SERVICES, (INCLUDING THE SOFTWARE)

AND OTHER SERVICES PROVIDED HEREUNDER ARE PROVIDED
ON AN “AS-IS, WITH ALL FAULTS” BASIS. THIS DISCLAIMER OF

WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS
AGREEMENT. All decisions to reject any processing transaction or paymentforyourproductsor servicesaresolelyyourresponsibility.

24.3. Waiver of JuryTrial. ALL PARTIES IRREVOCABLY WAIVE ANY

AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY

JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO
OR ARISING UNDER THIS AGREEMENT.

24.4. Without limiting any other terms or conditions contained in this Agreement, you agree that any lawsuit or other action you may wish to bring against us to adjudicate claims arising under this Agreement must be commenced and filed by you within one (1) year of the date on which your claim first accrued, without regard to the date on which your claim was discovered. Any action that is not commenced and filed by youwithin such one (1) year time period shall be barred,withoutregardto anyother limitationsperiodsetforthbylaworstatute.

24.5. Youunderstand and agree that any additionalsecondarylocation(s) that you request to be added shall be subject to this Merchant Processing Agreement.

25. Other Terms

25.1. Force Majeure. No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire,flood,earthquake,elementsof natureor otheractsof God;(ii) any terroristattacksoroutbreakorescalationofhostilities,war,riotsorcivil disordersin any country; (iii) any act or omissionof the other party or any governmentauthority;(iv)anylabordisputes(whetheror notemployees’ demandsarereasonableorwithintheparty’spowerto satisfy);or (v) the nonperformanceby a Person for any similar cause beyond the reasonable

23.13. Notices. You agree to notify us of any change in your name, typeof business,or anyotherinformationrequiredon yourMerchant Processing Application at least thirty (30) business days prior to the effective date of change.Any notice or other communication required or permittedto be givenhereundershallbein writing,addressedor WFB2210(Rev00–10/19) 32
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25.5. Severability. The parties intend every provision of this Agreement to be severable. If any part of this Agreement is not enforceable, the remaining provisionsshall remain valid and enforceable. control of such party, including without limitation, failures or fluctuations in telecommunications or other equipment. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonableeffortsto recommenceperformanceor observanceassoonas practicable.Notwithstandinganything to the contrary in thisparagraph, your failure to receivepaymentof funds from a Person shall not excuse the performanceof yourobligationsto us under this Agreement.

25.6. Entire Agreement; Waiver. This Agreement constitutes the entire Agreementbetweenthepartieswithrespectto thesubjectmatterthereof and supersedes any previous agreements and understandings. A party’s waiverof a breachof any term or condition of this Agreement shall not be deemed a waiverof anysubsequentbreachof the same or anothertermor condition.

25.2. Compliance with Laws. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it. You further agree to cooperate and provide information requested by Servicers, as Servicers determine necessary, to facilitate Servicerscompliance with any applicable lawincluding without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury. Without limiting the foregoing, you acknowledge and agree that “restricted transactions” as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulations GG (“Restricted Transactions”) issued thereunder are prohibited frombeingprocessed throughyour Account or any relationship between you and the Bank. You represent and warrant that you will not submit such Restricted Transactions for processing through your Account.

Youfurther acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the UnlawfulInternetGambling EnforcementAct,31 U.S.C.Section 5361et seq, as may be amendedfromtime to time, or those involving any Person listed on the U.S. Department of Treasury,Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of transactions in certain jurisdictionspursuant to 31 CFR Part 500 et seq. and other lawsenforced by the Office of Foreign Assets Control (“OFAC”) or in connection with illegal activity of any kind.

25.7. Amendment. We may modify any provision of this Agreement by providing written notice to you. You may choose not to accept the requirements of any such change by terminating the Agreement within twenty (20) days of receiving notice. If you choose to do so, notify us that you are terminating for this reason so that we may waive any early termination fee thatmightotherwise apply. For purposes of thissection, in addition to Electronic Communications (as further described in Section

25.13) an electronic or “click-wrap” notice intended to modify or amend this Agreement and which you check “I Accept” or “I Agree” or otherwise acceptthroughan electronicprocess,shallconstitute a writing as required herein.Thissection 25.7 does not apply to fee changes, which are governed bySections5.5and5.6.

25.8. Third Party Beneficiaries. Our respective Affiliates and any Persons we use in providing the Services are third party beneficiaries of this Agreement and each of them may enforce its provisions as it was a party hereto. Except as expressly provided in this Agreement, nothing in thisAgreementis intended to confer upon any Person or entity other than the parties any rights or remedies, and the parties do not intend for any Personsto be third-partybeneficiariesof thisAgreement.

25.9. Card Organization Rules. The parties acknowledge that the Visa, Mastercard , American Express, Discover and PayPal Card Organization Rules give Visa, Mastercard ,Discover and PayPal, certain rights to require terminationor modificationof thisAgreementwithrespectto transactions involving Visa, Mastercard , Discover and PayPal Cards and the Visa, Mastercard , Discover and PayPalCard systems and to investigate you. The partiesalsoacknowledgethatissuersof other Cards, for which we perform services on your behalf, may have similar rights under their applicable Card Organization Rules with respect to this Agreement’s applicability to transactions involving such other Cards.

In the event we identify a suspected restricted transaction, we may blockor otherwisepreventor prohibitsuchtransaction,wemayclosethe Account or end the relationship, and we may seek any other remedies availableto usunderthisAgreementor otherwise.

25.3. Notices. Except as otherwise specifically provided, all notices and othercommunicationsrequiredorpermittedhereunder(otherthanthose involving normal operational matters relating to the processing of Card transactions) shall be in writing, to you at your address appearing in the Application, or via Electronic Communications (as further described in Section 25.13), including but not limited to the e-mail address you have provided on the Application. If to us at our address appearing in Section

41.4 of this Agreement, with a copy to Attention: General Counsel’s Office, 3975 N.W.120th Avenue,Coral Springs, FL 33065. Notices shall be deemed to havebeen given(i) if sent by mail or courier,upon the earlierof five (5) days after mailing of when actually received or, in the case of courier, when delivered, and (ii) if sent by facsimile machine, when the courier confirmation copy is actually received. Notice given in any other manner shall be effective when actually received.Notices sent to your lastknown address (including e-mail address), as indicated in our records, shall constitute effective notice to the Merchant under this Agreement.

25.10. Publicity. Client may not use our logo, name, trademark, or servicemarkof Processorand/orBankin anymanner,includingwithout limitation,in anyadvertisements,displays,or pressreleaseswithoutthe priorwrittenconsentofProcessorandBank.

25.11. Electronic Communicatiions and E-Sign Consent Agreement.

1.Consent.

By signing the Confirmation Page, you consent and agree that:
a. Servicers can provide disclosures required by law and other information aboutyour legalrightsand duties to youelectronically(rather thaninpaperform).
b. Where required or requested, your electronic signature (via “click- through” or other method) on agreements and documents relating to the Clover Service or the Services has the same effect as if you signed them in ink.Notwithstanding the above, all bankruptcy or collection related, notices must be sent to the following address – Merchant Services Dept., 5251 Westheimer Road, Fourth Floor Houston, Texas77056 Attn: Bankruptcy, and Collection Notifications. All such notices must include the related merchant name and merchant number. Failure to provide Notice to this address or include this pertinent merchant information will be deemed ineffective. All notices must include your merchant name(s) and merchant number(s). Failure to provide notice in the manner described in this Section will be deemed ineffective.
c. Servicers can send all communications, billing statements, amendments, notices, documents, and other disclosures or communications, or other information regarding the Clover Service or the Services, or your use of the Clover Service or the Services as defined in the Agreement(collectively,the “Disclosures”) to youelectronically (1) via e-mailat the last known e-mail address that you provide to us, which will be the e-mailaddressidentified on your Application, unlessyousubsequently notify us that you have a new e-mail address, (2) by access to a website that we designate in an e-mailnotice we send to you at the time the information is available, or (3) to the extent permissible by law, by access to a website that we willgenerallydesignate in advance for suchpurpose.

25.4. Headings. The headings contained in this Agreement are for convenience of reference only and shall not in any way affect the meaning or construction of any provisionof thisAgreement.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ,Discover, PayPal and American Express you should also consult those independent Card Issuers’ proprietary rules and regulations.)d. If you want a paper copy, you can print a copy of the Disclosure or downloadtheinformationforyourrecords.

The requirements set forth in these Operating Procedures will apply unless prohibited by law. You are responsible for following any additional or conflicting requirements imposed by your state or local jurisdiction. e. This consent applies to all future Disclosures sent to you in connection with the Clover Service, the Services, the Agreement, or your use of the Clover Service or the Services as defined in the Agreement.

26. Mastercard, Visa, Discover,PayPal and American Express Acceptancef. Youagree to maintain a valid email address and keep your email addresscurrentwithus at alltimes.Youunderstandandacknowledgethat access to the Internet, e-mail and the worldwide web are required for you to access Disclosures, and you confirm that you have such access. You understand that there may be costs related to accessing Disclosures (e.g. youmayhavetopurchaseinternetservices,softwareorhardware),andyou agree that you are responsible for any such related access costs. At our discretion, we may choose to discontinue or resume sending Disclosures at any time provided that if we elect not to send a document,notice or communicationelectronically,wewillinsteadsendthesamein paperform.

Youacknowledge that if for any reason you are not able to open a readable version of Disclosures that we send to you, it is your responsibility to contactus to notify us of the same and to requesta copy in paperform.

26.1. Card Descriptions. At the point of sale, the Card must be carefully examined to determine whether it is a legitimate and valid Card and not visibly altered or mutilated. The name of the Card (e.g., Visa, Mastercard, Discover,PayPalor American Express) should appear in bold letterson the Card. For all Mastercard and Visa Cards and some Discover Cards, the Card Issuer (e.g., XYZ Bank, etc.) should also appear in bold letters on the Card.

The following is a description of the authorized Visa, Mastercard, Discover, PayPal and American Express Card designs:

Visa: The Visa Brand Mark must appear in blue and gold on a white background in either the bottom right, top left, or top right corner.

Embossed/Unembossed or Printed Account Number on valid cards begins with “4.” All digits must be even, straight, and the same size. The Four to Six Digit Bank Identification Number (BIN) must be printed directly below the account number. This number must match exactly with the first four digits of the account number. The Expiration or “Good Thru” date should appear below the account number. The Mini-Dove Design Hologram may appear on the back of the card. The three-dimensionaldove hologram should appear to move as you tilt the card. The Magnetic-Stripe is encoded with the card’s identifying information. The Card Verification Value 2 (CVV2) is a three-digit code that appears either in a white box to the rightof the signature panel,or directly on the signature panel.Portions of the account number may also be present on the signature panel. CVV2 is used primarily in card-absent transactions to verify that customer is in possession of a valid Visa card at the time of the sale The Signature Panel must appear on the back of the card and contain an ultraviolet element thatrepeatstheword“Visa®.”It may vary in length. The words“Authorized Signature” and “Not Valid Unless Signed” must appear above, below, or beside the signature panel. If someone tried to erase the signature panel; the word ‘VOID” will be displayed. Chip cards contain a small embedded microchip that is virtually impossible to copy or counterfeit. Chip Antenna for contactless cards, the interface can be an antenna embedded into the back of the card and connected to the chip. A contactless transaction works at terminals through the radio frequency wave between the card and the terminal. You are required to familiarize yourself with the new design by consulting the document entitled“Card Acceptance Guidelines for Visa Merchants” and Chargeback Management Guidelines for Visa Merchants You may download the document from Visa’s website at http://www.visa. com/merchant.

2. Legal Effect.

By consenting, you agree that electronic Disclosures have the same meaning and effect as if Servicers provided paper Disclosures to you.

When Servicers send you an email or other electronic notification alerting you that the Disclosure is available electronically and makes it available online, that shall have the same meaning and effect as if Servicers provided a paper Disclosure to you, whether or not you choose to view or print or download theDisclosure.

25.12. IRS Reporting. Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring entities and third party settlement organizationsarerequiredto filean informationreturnwiththeIRSfor each calendar year beginning January 1, 2011, reporting all payment cardtransactionsandthirdpartynetworktransactionswithmerchants occurring in that calendar year. Accordingly, you will receive a Form 1099K reporting your gross transaction amounts for each calendar year beginning withtransactionsprocessedincalendaryear2011.

In addition, amounts reportable under Section 6050W are subject to backup withholding requirements. We are required to perform backup with holding by deducting and withholding income tax from reportable transactions if (a) you fail to provide your taxpayer identification number (TIN) to us, or (b) the IRS notifies us that the TIN (when matched with the name) provided by you is incorrect. Accordingly, to avoid backup withholding from your daily merchant funding amount, it is very important that you provide us with the correct name and TIN that you use when filing the taxreturn thatincludesthetransactionsforyourbusiness.

PLEASE NOTE THAT VARIOUS STATES MAY HAVE ADDITIONAL
REPORTING/WITHHOLDING REQUIREMENTS Mastercard: The Mastercard symbol appears on the front or back of the Card. The Mastercard hologram is a 3 dimensional with a repeat “Mastercard” printed in the background. In addition, the words Classic, Preferred, Gold or Business may appear. When rotated, the hologram will reflect light and appear to move. Mastercard account numbers are sixteen(16)digits,andthefirstdigitisalwaysa two (2) or five(5).Thefirst four digits of the account must be printed directly below the embossed number.Thesignaturepanelistamperevidentwiththeword“Mastercard” printedin multiplecolorsat a 45ºangle.Formagneticswipedtransactions, remember to compare the signature on the back of the card with the cardholder’ssignature on the receipt.The 4 digitsprinted on the signature panel must match the last 4 digits of the account number, followed by the 3 digit indent printed CVC2 number. A Chip may be present on the card.

The cardholder will be promptedto enter a uniquepersonalidentification number or PIN when the card is inserted into a chip capable payment terminal.PayPass®contactlesspaymenttechnologymaybepresenton card.A signatureisnotrequiredforPayPass®“tapped”transactionsbelowa specified limit. You are required to familiarize yourself with the new design by consulting a document “Mastercard Card Identification Features.”You B. Operating Procedures
This part of the Program Guide (through Section 39) describes the procedures and methods for submitting Credit Card transactions for payment, obtaining Authorizations, responding to Chargebacks and Media Retrieval Requests, and other aspects of the operations of our services.

Processor is a full-service financial transaction processor dedicated, among other processing services, to facilitating the passage of your Sales Drafts back to the thousands of institutions who issue the Mastercard,® Visa® , Discover and American Express Cards carried by your customers, as well as to the independent Card Issuers of American Express® and Optima. The Operating Procedures contained in this part focus primarily on the Mastercard, Visa and Discover and PayPal and American Express Card Organization Rules, and seek to provide you with the principles for a sound Card program; however, you should consult the Card Organization Rules for complete information and to ensure full compliance with them.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Diners Club International:maydownloadthedocumentfromMastercard’swebsiteathttp://www. mastercardmerchant.com/us/merchant. A Diners Club International Acceptance Mark in upper left corner.

Two-characteralphanumericcodeprintedinthelowerrightcorner. •
•Discover: The Discover Network includes Discover, Diners Club International, JCB, UnionPay, BCCard and Dinacard. Valid standard rectangular plastic Cards bearing a Discover® Acceptance Mark include the following common characteristics and distinctive features. • Embossed14 – digitAccountNumber(beginswith36).

Embossed16 – digitAccountNumber(beginswith30).•
• Embossed digits on the card must be clear and uniform in size and spacing within groupings.
• The Discover Acceptance Mark may appear on the lower right corner of the front,back,or both sides of the Card.
• Embossed expiration data appearsin mm/yy format and indicatesthe last month in which the Card is valid.
• Cards display either a three-dimensionalhologramon the front or back of the Card or a three-dimensional holographic magnetic stripe on the back of the Card. Valid Cards do not display holograms on both front and back.

Note: Some valid Cards bearing a Diners Club International Acceptance Mark display a printed, unembossed Card number. If a Card sale involving a Diners Club International Card with an unembossed Card number cannot be completed by swiping the card through the POS Device, the card should not be accepted.If submitted, suchcard sale may be subjectto Dispute.
• Card Numbers may be embossed or unembossed and will appear on either the front or back of a Card. Card Numbers begin with the number “6” and are composedof 16 digitsthatshould be clear and uniformin size and spacing.

Union Pay:• The Cardholder name, and if applicable, business name, may be embossedor unembossedandwillappearon either the front or backof the Card.
•A16–digitCardnumberstartingwith“622,”“624,”“625,”“626,”or“628” is embossed on the front of the Card.
• The “Valid Thru” date may be embossed or unembossed and will appear on either the front or back of a Card in mm/yy format that indicates the last month in which the Card is valid.
• Embossed digits on the Card should be clear and uniform in size and spacing.
• The embossed expiration date appears in mm/yy formatand indicates the last month in which the Card is valid.• The words “DISCOVER” or “DISCOVER NETWORK” appears on the front of the Card under an ultravioletlight. • The Card contains a magnetic stripe. • The signature panel displays the words “DISCOVER” or “DISCOVER NETWORK” and may vary in size. Cards may contain a panel that includes an ultraviolet image of the word “DISCOVER.” An underprint of “void” on the signature panel becomes visible if erasure of the signature is attempted.
• A three-dimensional hologram image of Heaven Temple in the foregroundwith Chinese charactersin the background appearson the front of all such Cards. The hologram reflects light as it is rotated. •“Valid Thru” and the Cardholder name (which may not be in English) are embossed on the frontof the Card.
• The last four digits of the Card Number may be displayed on the back of the Card and are commonly printed in reverse indent printing on the signaturepanel.
•The CID appears on the upper right corner of the signature panel.

Note: Text on Cards bearing a China UnionPay Acceptance Mark may not be printed in English.• On embossed Cards, a security character, displayed as an embossed stylized “D” may appear on the front of the Card. JCB:
• The 3-digit CID is printed on the back of the Card in a separate box to the rightof the signature panel.
•Card Numbers are made up of 16 digits,startingwith“35”embossedor printed on the frontof the Card.

NOTE: Valid Cards may not always be rectangular in shape (e.g., Discover 2GO Cards). Certain valid unembossed Cards or Contactless Payment Devices approved by us for use in accessing Card Accounts (e.g., contactless stickers, key fobs, and Mobile Commerce Devices) andto conduct Contactless Card Transactions may not display the some features described above. Card expiration date and other features listed above are not displayed on such Contactless Payment Devices.
• Embossed digits on the Card should be clear and uniform in size and spacing within groupings.
• The Cardholder name and, if applicable, business name embossed on the front of theCard.
• A JCB AcceptanceMarkappearson thefrontof theCard.
• A three-dimensional hologram image of rising sun, rainbow, and “JCB” in micro lettering appearson either the front or the back of the Card.The hologramreflectslightas it is rotated.

NOTE: For unembossed Cards used to conduct a Card Present Card Sales, Merchants must obtain an Authorization Response electronically using a POS Device. A Card Sale involving an unembossed Card may be subject to Dispute if the Merchant “key enters” Card information into a POS Device and does not use the electronic Authorization procedures. • The embossed expiration date appearsin mm/yyor mm/dd/yyformat on the front of the Card and indicates the last month in which the Card is valid.

The features indicated below are found on valid Contactless Chip Payment Devices approved for use in accessing Card Accounts and to conduct Contactless Card Transactions:
• The Card contains a magnetic stripe on the back of theCard. • The name “JCB” appears in ultraviolet ink on the left bottom of the front of the Card when held under an ultravioletlight.
• Standard, plastic rectangular Cards that are also Contactless Chip PaymentDevices bear the security featuresdescribed above. • The first four digitsof the Card number match the 4-digitnumber pre- printed just belowthe embossed Card number of the frontof the Card. • Contactless Chip Payment Devices other than Mobile Payment Devices bear the ContactlessIndicator. • The first four digits of the Card number displayed on the signature panel on the back of the Card match the last four digits of the Card number that appears on the front of the Card.• Contactless Magnetic Stripe Payment Devices bear the Discover Zip Indicator
• The last four digits of the Card number on the back of the Card followed by the 3-digit CID.• Other Acceptance Mark as described below for Diners Club International, JCB, and UnionPay.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Card must compare favorably with the signature on the Sales Draft. The Sales Draft must be signed by the Card presenter in the presence of your authorized representative (unless a Card Not Present Sale) and in the same format as the signature panel on the Card; e.g., Harry E. Jones should not be signed H.E. Jones. The signature panels of Visa, Mastercard,Discover and PayPal Cards have a 3-digit number (CVV 2/CVC 2/CID) printed on the panel known as the Card Validation Code.
• An overprint on the signature panel reads “JCB” in two colors, blue and green.
• Some Cards have an embedded integrated circuit chip on the front of the Card.
• The words “Good Thru,” “Valid Dates,” “Valid Thru,” or “Expiration Date”must be printedneartheexpirationdate.Thecorrespondingwords in the language of the country where the JCB Card is issued may also be printed. The words“Month/Year”or thecorrespondingwordsin the language of the country where the JCB Card is issued may be printed aboveorbelowtheexpirationdate.

Visa, Mastercard , Discover, PayPal and American Express: If the signature panel on the Card is blank, in addition to requesting an Authorization, you must do all the following:
• Review positive identification bearing the Cardholder's signature (such as a passportor driver’slicense that has not expired) to validatethe Cardholder’sidentity.

Note: Some valid Cards bearing the JCB Acceptance Mark will have a printed, unembossed Card number on the Card. If a Card sale involving a valid, JCB Card with an unembossed Card number cannot be completed by swiping the Card through the POS Device, the Card should not be accepted. If submitted, such Card sale may be subject to dispute. • Require the Cardholder to sign the signature panel of the Card prior to completing the Transaction.

26.4. Users Other Than Cardholders. A Cardholder may not authorize another individualto use his/her Card for purchases. Be sure the signature on the Card matches with the one on the Sales Draft. Furthermore, any Card having two signatures on the back panel is invalid and any sale made with this Card can result in a Chargeback. For Cards bearing a photograph of the Cardholder, ensure that the Cardholder appears to be the person depicted in the picture which appears on the Card. If you have any questions, call the Voice Authorization Center and request to speak to aCode10operator.

PayPal Tokens:
• PayPallogo appearson the frontof the card with allremaining features appearingon the back of the card
• The followingfeaturesappearon the back of the card:
i.PayPal Account Holder name
ii.Last 4 digits of the Account Number printed on the PayPal Card Token iii.Valid thru mm/yy date

26.5. Special Terms. If you limit refund/exchange terms or impose other specific conditions for Card sales, you must provide proper disclosure to the Cardholderat the time of transaction in accordance with applicable law. If applicable, the words “No Exchange, No Refund,” etc. must be clearly printed on the SalesDraftnear or above the Cardholder’s signature. The Cardholder’s copy, as well as your copy, must clearly display this information near or above the Cardholder’s signature. Applicable disclosures will vary by transaction type.
iv.Tamper proof signature panel followed by a 3 digit CID value • The full token card number does not appear anywhere on thecard. • Transactions processed using PayPal Card Tokens that do not have all of these featuresmay be subjectto Dispute under the Dispute Rules.

American Express:
• All American ExpressCard Numbersstartwith “37” or “34.”The Card number appears embossed on the front of the Card.Embossing must be clear, and uniform in sizing and spacing. Some Cards also have the Card Number printed on the back of the Card in the signature panel. These numbers, plus the last four digits printed on the Sales Draft, must match.

During a liquidation and/or closure of any of your outlets, locations and/ or businesses, you must post signs clearly visible to customers stating that “All Sales Are Final,” and stamp the Sales Draft with a notice that “All Sales Are Final.”
• Pre-printed Card Identification (CID) Numbers must alwaysappear Generally do not give cash, check or in store credit refunds for Card sales.

Visa allows for the following exclusions: a cash refund to the Cardholder for a Visa Easy Payment Transaction, a cash refund, Credit, or other appropriate form of Credit to the recipient of a gift purchased as a Mail/ Phone Order transaction, or a cash refund or in-store Credit for a Visa prepaid card transaction if the Cardholder states that the Visa prepaid card has been discarded. NOTE: A disclosure does not eliminate your liability for a Chargeback. Consumer protection laws and Card Organization Rules frequently allow the Cardholder to dispute these items notwithstanding suchdisclosures.
above the Card Number on either the right or left edge of the Card. • Only the person whose name appears on an American Express Card is entitledto use it.Cardsarenottransferable.
• Some Cards contain a holographic image on the front or the back of the plastic to determine authenticity. Not all American Express Cards have a holographic image.
• Some Cards have a chip on which data is stored and used to conduct a transaction.
• The signature on the back of the Card must match the Cardholder’s signature on the Sales Draft, and must be the same name that appears on the front of the Card. The signature panel must not be taped over, mutilated,erasedorpaintedover.

26.6. Delayed Delivery Transactions or Deposit Balance. In a delayed delivery transaction where a Cardholder makes a deposit toward the full amount of the sale, you should execute two separate Sales Drafts (each completedfullyasdescribedin Section 28.1.), the first for a depositandthe secondfor paymentof the balanceupon deliveryof the merchandiseor the performanceof theservices.
• Some Cards also have a three digit Card Security Code (3CSC) number printedon thesignaturepanel.

26.2. Effective/Expiration Dates. At the point of sale, the Card should be carefully examined for the effective (valid from) (if present) and Visa: You must obtain an Authorization for each Sales Draft on each transaction date. You must assign the separate Authorization numbers to each Sales Draft, respectively. You must note on such Sales Drafts the words “delayed delivery,” “deposit” or “balance,” as appropriate, and the authorization dates and approval codes.
expiration (valid thru) dates which are located on the face of the Card.The sale date must fall on or between these dates. Do not accept a Card prior to the effective date or after the expiration date. If the Card has expired, you cannot accept it for a Card sale unless you have verified through your Authorization Center that the Card is in good standing, otherwise, you are subject to a Chargebackand could be debited for the transaction.

Mastercard: For Mastercard transactions, you must obtain an Authorization for each Sales Draft on each transaction date. You must note on both Sales Drafts the words “delayed delivery,” “deposit” or “balance,” as appropriate, and the authorization date and approval code.26.3. Valid Signature. Check the back of the Card. Make sure that the signature panel has not been disfigured or tampered with in anyfashion (an altered signature panel may appear discolored, glued or painted, or showerasuremarkson thesurface).Thesignatureon the back of the NOTE: For Visa and Mastercard transactions, If delivery is more than twenty-five (25) days after the original transaction date and the initial WFB2210(Rev00–10/19) 36
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Cardholder’sconsentmust include (1) a detailed description of the goods or servicesto be provided, and (2) his or heragreementto all of theterms of the sale, including price, any cancellation or refund policies, and the expecteddeliverydateof the goods or services;
Authorization request, you should reauthorize the unprocessed portion of the transaction prior to delivery. For Discover transactions, the same rules apply if delivery is more than ninety (90) days after original transaction date and initial Authorization request. If the transaction is declined, contacttheCardholderandrequestanotherformof payment.Forexample:

On January 1, a Cardholder orders $2,200 worth of furniture and you receivean Authorizationforthefullamount;however,onlya $200 deposit is processed. The above procedures are followed, with a $2,000 balance remaining on the furniture; the $2,000 transaction balance should be reauthorized.
• doobtainanauthorizationapproval;
• do complete aSales Draft; and
•if you cannot deliver the goods or services (for example, because custom-orderedmerchandisecannotbe fulfilled)andcannotmakeother arrangements, do immediately issue a credit for the full amount of the advance payment charge.

Discover: For Discover transactions, you must label one Sales Draft “deposit” and the other “balance,” as appropriate. For Card Not Present transactions involving an advance payment:

You shall submit Authorization requests you receive and await receipt of the Authorization Response prior to completing the Card sale. A positive Authorization Response will remain valid for thirty (30) calendar days from the date of the Authorization responsefor Card sales in the car rental industry,airline andpassengerrailway industries, the lodging industry and other travel MCCs including passenger transport and all International Card sales. A positive Authorization response will remain valid for ten (10) calendar days from the date of the Authorization response for Card sales in all other industries and MCCs.
•do ensure that the Sales Draft contains the words “Advance Payment”; and
•within twenty-four (24) hours of the advance charge being authorized, doprovidethecardholderwithwrittenconfirmation(forexample,byemail or facsimile) that advance payment charge has been made the written confirmation must include (1) a detailed description of the goods or servicesto be provided;(2)theamountof thecharge;(3)theconfirmation number(ifapplicable);(4)thedetailsof anycancellationor refundpolicies; and (5) the expected delivery date of the goods or services.

In addition, you must complete Address Verification at the time of the “balance” authorization, and you must obtain proof of delivery upon deliveryof the services/merchandisepurchased. You may not submit sales data relating to the “balance” to us for processing until the merchandise/ servicepurchasedhasbeencompletelydelivered.

26.7. Recurring Transaction and Preauthorized Order Regulations.

If you process recurring transactions and Charge a Cardholder’s account periodically for recurring goods or services (e.g., yearly subscriptions and annual membership fees, etc.), the Cardholder shall complete and deliver to you a Cardholder approval for such goods or services to be charged to his account. The approval must at least specify the Cardholder’s name, address, account number and expiration date, the transaction amounts, the frequency of recurring Chargesand the duration of time for which the Cardholder’s permission is granted. For Discover transactions, the approval must also include the total amount of recurring Charges to be billed to the Cardholder’s account, including taxes and tips and your Merchant Number.

American Express: For American Express Card transactions, you must clearly disclose your intent and obtain written consent from the Cardholder to perform a delayed delivery transaction before you request an Authorization. You must obtain a separate Authorization Approval for each delayed delivery transaction on their respective Charge dates and clearly indicate on each record that the Charge is either for the deposit or for the balance of the transaction. You must submit the delayed delivery transactionrecordfor the balanceof the purchase only after the itemshave been shipped, provided or services rendered. For deposits, submission must be on the date the Cardholder agreed to pay for the deposit for the purchase. For balances, submission must be on the date the items are shipped,providedor servicesrendered.Youmust submitand
If the recurring transaction is renewed, the Cardholder must complete and deliver to you a subsequent written request for the continuation of such goods or services to be charged to the Cardholder’saccount. You may not complete a recurring transaction after receiving a cancellation notice from the Cardholder or Issueror after a requestforAuthorizationhasbeen denied.

Authorize each delayed delivery transaction under the same Merchant Identification Number and treat deposits on the Card no differently than youtreatdepositson allotherpaymentproducts.

If we or you have terminated this Agreement, you may not submit authorization requests or sales data for recurring transactions that are due after the termination date of this Agreement. , and you must inform Cardholders for which you have submitted the recurring transactions that you no longer accept the Card.

Advance Payment Charges.

Please follow the procedures set out in thissection if you permit or requirecardholderstomakeadvancepaymentchargesfor: You must obtain an Authorization for each transaction and write “Recurring Transaction” (or “P.O.”for Mastercard transactions/ “Signature on File” for American Express) on the Sales Draft in lieu of the Cardholder’s signature. A positive authorization response for one recurring transaction Card Sale is not a guarantee that any future recurring transaction authorization request will be approved or paid. • customorders(forexample,ordersforgoodsto be manufacturedtoa customer’s specifications);
• ticketingforeventsor entertainment(forexample,sportingeventsor concerts);
• tuition,room,board,andothermandatoryfees(forexample,libraryor otherstudentsservicesfeesatuniversities);
For all recurring transactions, you should submit the 3-digit CID with thefirstauthorizationrequest,butnotsubsequentauthorizationrequests.

Discover Card Organization Rules specifically require that you follow this CID procedure for Discover recurring transactions.
• ticketsfor airlines,rail lines,cruise lines, lodging, and other travel- relatedservices(forexample,toursorguidedexpeditions);
Also, for Discover recurring transactions, the Sales Draft must include a general description of the transaction, your merchant name and a toll-free customer service number that the Cardholder may call to obtain customer assistance from you or to cancel the written approval for the recurring transaction.
• vehiclerentals;or
• in-store merchandise not immediately available (for example, merchandisepre-purchasedforan upcoming sale event or merchandiseon layaway).

For all advance payment transactions: For American Express recurring transactions you should periodically verify with Cardholder that their information (e.g., Card Number, expiration date, billing address) is still accurate. This will improve the likelihood of obtaining an approval to an Authorization request.
• do state your full cancellation andrefund policies;
• do clearly disclose your intention to receiveadvancepayment; • beforeyourequestan authorization,doobtainwrittenconsentfrom the cardholderto bill the card for an advancepaymentcharge; the The method to secure consent for recurring Charges must contain a WFB2210(Rev00–10/19) 37
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • Processa refund for the fullamountpaid if unable to adhere to the terms of the sale or service.disclosure that you may receive updated Card account information from the Issuer. You must retain evidence of consent to receive updated Card accountinformationfromtheIssuerfortwenty-four(24)monthsfromthe date you submit the last recurring billing Charge. If you offer Cardholders the option to make recurring billing Charges, you must:
• Do include the installment payment indicator in the authorization request.
• Don’t impose a convenience fee in connection with an installment • Ensure that your process for cancellation of recurring billing is simple payment. andexpeditious; • Don’tprocessinstallmenttransactionsat intervalsless than. - 7calendardays.• Clearly and conspicuously disclose all material terms of the option, including, if applicable, the fact that recurring billing will continue until the option is cancelled by theCardholder; - Monthly anniversary of the shipment date for the U.S. region.

26.9. Certain Rules and Requirements. The following rules are requirements strictly enforced by Visa, Mastercard and Discoverand PayPal:
• Within twenty-four (24) hours of incurring the first recurring billing Charge, provide the Cardholder written confirmation (e.g., email or facsimile) of such Charge, including all material terms of the option and detailsof yourcancellation/refundpolicy;and • Your minimum Credit Card acceptance amount cannot exceed $10.00.

Such minimum amount must be established to all Credit Cards regardless of Card Issuer or Card brands. Unless you are a federal government entity or institution of higher learning,you may not establish a maximum amount as a condition for accepting a Card, except that for Discover transactions, you may limit the maximum amount a Discover Cardholder may spend if, and only if, you have not received a positive authorization response from the Issuer. Setting a minimum transaction amount limit for Debit Cards (PIN Debit or Non-PIN Debit) is prohibited.
• Where the material terms of the option change after submission of the first recurring billing Charge, promptly notify the Cardholder in writing of such change and obtain the Cardholder’s express written consent to the new terms prior to submitting another recurring billing Charge.

The cancellation of an American Express Card constitutes immediate cancellation of that Cardholder’s consent for recurring Charges. American Express will not have any liability from such cancellation. If an American Express Card is cancelled or a Cardholder withdraws consent to recurring Charges, you are responsible for arranging another form of payment with the Cardholder.
• Youcannot impose a surcharge or fee for accepting a Debit Card or PayPal Cards.
• Youcannot establish any special conditions for accepting a Card.Allrecurringtransactionsor preauthorizedordersmaynotincludepartial paymentsfor goodsor servicespurchased in a single transaction. • Youcannot require the Cardholder to supply any personal information (e.g., home or businessphonenumber;homeor businessaddressincluding zip code; or driver’slicensenumber)unlessinstructedbytheAuthorization Center. The exception to this is for a mail/telephone/Internet order or delivery-requiredtransactions,orasotherwisepermittedbyapplicablelaw.

Any information that is supplied by the Cardholder must not be in plain viewwhenmailed.

You may not impose a finance charge in connection with a Recurring Transaction or Preauthorized Order.

If you process recurring payment transactions, the Recurring Payment Indicator must be included in each Authorization request, and as applicable, each Batch submission entry. Penalties can be assessed by the Card Organizations for failure to use the Recurring Payment Indicator. • Any taxrequired to be collected must be includedin the total transaction amount and not collected in cash.26.8. PaymentsByInstallments.

If you process multiple payments for a single purchase of goods or services over a periodof time basedon an agreementbetween a Cardholderanda merchant(forexamplea car payment or furniture purchase)pleasefollowtheproceduressetoutin thissection:
• Youcannot submit any transaction representing the refinance or transfer of an existing Cardholder obligation deemed uncollectible, for example,a transactionthat hasbeen previously charged back,or to cover a dishonoredcheck.
• Do obtain written Cardholder approval for goods or services to be charged on an installment basis to the Cardholder’s account at the time of the first transaction.Approvalmust at leastspecify:
• Youcannot accept a Visa Consumer Credit Card or commercial Visa Product,issued by a U.S.Issuer to collector refinance an existing debt. • You must create a Sales Draft or Credit Draft for each Card transaction and deliver at least one copy of the Sales Draft or Credit Draft to the Cardholder.
- Terms of service.
- Timing of delivery toCardholder.
- Transactionamount. • If you accept Card checks, your Card check acceptance policy must treat the acceptance of checks from all payment card brands that you accept equally. (e.g., if you accept Mastercard, Visa and Discover, your check acceptance policy must treat checks for all three payment card brands equally). You should handle these Card checks like any other personal check drawn upon a bank in the United States.
- Total purchaseprice.
- Terms of future payments,including dates,amounts,currency, cancellation and refundpolicies.
- Any associated charges, including shipping and handling charges and any applicable tax. • Failure to comply with any of the Card Organization Rules may result in • Installment transaction amount must an less than the total price of the merchandise or services purchased (may include interest charges, except in the US Region) and must be applied to the total obligation. finesorpenalties.

U.S. merchants may engage in any of the following:
• You may direct customers to a particular brand or type of general purpose card or a particular form of payment. U.S. merchants may also encourage customers who initially present a Visa Card to use a payment card with a differentnetworkbrand,a differenttypeof paymentcardor a differentformof payment.
• Do obtain authorization foreachtransaction.
• Contact Cardholder in writing if authorization is declined, and allow at least 7 days for payment by other means.
• Provide the followingto the Cardholder within 3 businessdaysif they cancelwithin the terms of the cancellation policy. • You may provide a discount/incentive for a consumer to pay with cash, check, Credit Card, Debit Card, etc., however, you must clearlyand conspicuously disclose the discount to consumers. Also, you must offer the- Cancellationor refundconfirmationin writing. - Credit transaction receipt for the amount specified in the cancellation policy.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 efforts, by reasonable and peaceful means to retain the Card while making an Authorization request. In a face-to-face environment, you must give a Mastercard Cardholder the option of a signature based transaction. Unless the Cardholder uses a PIN, the Cardholder must sign the transaction receipt.
discount to all consumers and you cannot discriminate based upon Card brand or Card Issuer. However, you may choose not to accept either U.S. issued Debit Cards or U.S. issued Credit Cards under the terms described in Section 26.10.
• You may offer a discount or rebate, including an immediate discount or rebateat thepointof sale; 26.10.7. MastercardrevisedstandardsrelatedtotheuseofMobile POS (“MPOS”) terminals.
• You may offer a free or discountedproduct,serviceor enhancedservice; • You may offer an incentive,encouragement,or benefit;
Merchantswithlessthan$100,000inannualMastercardtransaction volume may use Chip only MPOS terminals;
• You may express a preference for the use of a particularbrand or type of generalpurposecardor aparticularformof payment;
•That do notsupportmagneticstripe capture and cannot print a paper Transactionreceipt.
• Youmaycommunicate to a customer the reasonablyestimated or actual costs incurred by the merchant when a customer uses a particularbrand or type of general purpose card or a particular form of payment or the relative costs of using different brands or types of general purpose cards or different forms of payment. NOTE: Visa Consumer Debit and Visa Business Debit Card products including prepaid card type can be accepted to collect or refinance an existing debt; or
•Have a contact chip reader and magnetic stripe- reading capability but does not support PIN as a Cardholder Verification Method (“CVM”) for Contact Chip Transactions.
• Chip-onlyMPOSTerminal.

Merchants with less than $100,000 in annual Mastercard transaction volume may use MPOS terminals or Chip-only MPOS solutions that do notsupportelectronicsignaturecaptureto completea transactionwithout obtaining a CVM.
• You may engage in any other practices substantially equivalent to the above.

Please Note: Merchants with more than $100,000 in annual transactions may use MPOS terminals if the MPOS terminal complies with Mastercard’s requirements for POS terminals or hybrid POS terminals (if chip cards are accepted).
• You will inform the Cardholder that you are responsible for the Card transaction including your goods and services and for related customer service,dispute resolution andperformance of the termsand conditionsof thetransaction.

26.11. Deposits of Principals. Owners, partners, officers and employees of your business establishment, and the guarantors who signed the Application, are prohibited from submitting Sales Drafts or Credit Drafts transacted on their own personal Cards, other than transactions arising from bona fide purchases of goods or services in the ordinary course of your business.Suchuse in violation of this Section 26.11 is deemed a cash advance,and cashadvancesare prohibited.

26.10. Card Acceptance. If you have indicated either in the Merchant Processing Application or by registering with us at least thirty (30) days in advance that, as between Non-PIN Debit Card transactions and Credit Card transactions,youwill limityour acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Credit Card transactions, thenthefollowingtermsin thisSection26.10willapply:

26.10.1. You will be authorized to refuse to accept for payment either Non-PIN Debit Cards or Credit Cards that are issued within the United States. You will, however, continue to be obligated to accept all foreign issued Credit or Debit Cards issued by Mastercard, Visa or Discover so long as you accept any type of Mastercard, Visa or Discover brandedCard.

26.12. Merchants in the LodgingIndustry.

26.12.1. Generally. There are additional rules and requirements that apply to merchants in the lodging industry for practices including,but not limited to, Guaranteed Reservations and Charges for no shows, advance deposits,overbookings,and priority checkout.If you are a merchant a lodging merchant and wish to participate in the Card Organization lodging services programs, please, contact your sales representative or account manager for detail and the appropriate Card Organization Requirements. Failure to do so could result in additional charges or termination of this Agreement.

26.10.2. While many Debit Cards include markings indicating debit (such as “Visa Checkcard, Visa Buxx, Gift Card, DEBIT, or Mastermoney), many Debit Cards may not include such markings. It will be your responsibility to determine at the point of sale whether a Card is of a type that you have indicated that you will accept. Youagree to institute appropriate systems and controls to limit your acceptance to the Card types indicated. You may purchase a table of ranges of numbers currently associated with Debit Card transactions upon execution of confidentiality/ non-disclosure agreements required by the Card Organizations. You will be responsible for updating your systems to utilize such tables and to obtain updated tables. You must safeguard BIN information provided by us. If you share our provided BIN information with a third party to use on your behalf, you must require they safeguard it also and use it only for card type identification at the POS.

26.12.2. Lodging Service Services Programs. In the event you are a lodging merchantand wish to participate in Visa’sand/orMastercard’s lodging services programs, please contact your sales representative or account manager for details and the appropriate Mastercard and Visa requirements.

26.12.3. Written Confirmation of Guaranteed Reservations. You mustprovidetheCardholderwithwrittenconfirmationof a guaranteed reservation.Theconfirmationmustcontain:

26.10.3. To the extent thatyouinadvertently or intentionally accept a transaction other than the type anticipated for your account,such transaction will downgrade to a higher cost interchange and you will be billed the difference in interchange (a Non-Qualified Interchange Fee), plus a Non-Qualified Surcharge (see Section 5.1 and Glossary). • Cardholder’sname as it appearson the Card, if present. • CardNumber,truncatedwhererequiredbyapplicablelawto you or us and Cardexpiration date if present, unless prohibited by applicable law to you orus.

26.10.4. Based upon your choice to accept only the Card types indicated in the Application, you must remove from your premises any existing signage indicating that you accept all Visa, Mastercard or Discover Cards and use approved specific signage reflecting your policy of accepting only Non-PIN Debit or Credit Cards.
•Reservationconfirmationnumber.
• Anticipated arrival date and length ofstay.
• The cancellation policy in its entirety, inclusive of the date and time the cancellation privilegesexpire.
• Anyotherpertinentdetailsrelatedto thereservedaccommodations.26.10.5. Even if you elect not to accept Non-PIN Debit Card transactions as provided above, you may still accept PIN Debit Card transactions if you have signed up for PIN Debit Services.

26.12.4. Cancellation of Guaranteed Reservations. If a Cardholder requestsa cancellation in accordance with Merchant’scancellationpolicy

26.10.6. If a Mastercard Card ispresented, you must use your best 39WFB2210(Rev00-10/19)
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 only use the American Express Marks as permitted by the Agreement and shall cease using the American Express Marks upon termination of the Agreement.
and specified time frames,Merchantmust provide the Cardholderwith a cancellation number and instructionsto retain a record of it. If a Card holder requests a written confirmation of the cancellation, Merchant must forward this confirmation within three (3) Business Days of the Cardholder’srequest.The cancellationconfirmation must contain:

Cardholder’s reference that Charges were placed on the Card, if applicable, or a guarantee that a “no-show” Charge will not be placed on the Card.

26.14.1. Discover Sublicense to Use Discover Program Marks. You are prohibited fromusing the DiscoverProgramMarks,as defined below, other than asexpresslyauthorizedin writing by us. “DiscoverProgram Marks” means the brands, emblems, trademarks and/or logos that identify Discover Cards, including, without limitation, Diners Club International Cards, JCB, UnionPay, BCcard, and Dinacard. Additionally, you shall not use the Discover Program Marks other than as a part of the display of decals, signage, advertising and other forms depicting the Discover ProgramMarksthatareprovidedto you by us or otherwiseapprovedin advancein writingby us.
• Cardholder’sname as it appearson the Card, if present. • Card Number, truncated as required by applicable law to you or us. • Cardexpiration date,if present,unlessprohibited by applicable law to you orus.
• Reservation cancellationnumber.

You may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by you must be approved in advance by us in writing. • Date of cancellation.
• The name of the Merchant’semployee that processed the cancellation. • Anyotherpertinentinformationrelatedto thereserved
accommodations. You shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by you are sponsored or guaranteed by the owners of the Discover Program Marks.

Yourecognize that you have no ownership rights in the Discover Program Marks. You shall not assign to any third party any of the rights to use the Discover Program Marks.

26.13. Customer Activated Terminals and Self-Service Terminals.

Transactions are processed at customer-activated terminals and self- service terminals have specific requirements for processing. Prior to conducting Customer Activated Terminal (“CAT”) transactions or Self-Service Terminal transactions for Mastercard, Visa, Discover or PayPal you must contact us for approval and further instructions, rules and requirements that apply to CAT and Self-Service Terminal transactions. Failure to do so could result in additional charges or termination of this Agreement.

26.14.2. American Express sublicense to Use American Express Marks. You shall only use the American Express Marks as reasonably necessary to perform your obligations under the Agreement. The guidelines listed below apply to the Merchant’s use of the American Express “Blue Box”logo.Customer Activated Terminals for American Express Transactions •
The “Blue Box” logo must always be shown in the pre-approved “AmericanExpressblue”or, in one or two color communications,or black.

Charges for purchases at your Customer Activated Terminals (CATs) must meet the requirements for Sales Draft as detailed below:
•The space around the “Blue Box”must equal at least 1/3 the size of theYou must include:
box.
• Full Magnetic Stripe data stream or chip Card data in all Authorization requests, and; •The“BlueBox”logominimumsizeis3/8"and1/2"isthepreferredsize. • A minimumdistanceof 1-1/2 times the size of the“Blue Box”must be allowed between the“Blue Box”logo andanotherMark.
• CATindicator on all Authorization requests and Submissions.

American Expresswill not be liable for actualor alleged fraudulent Charges occurring through Customer Activated Terminals (CAT) and will have the right to Chargeback for those Charges.
• For additional guidelines on the use of the American Express Marks, youcanvisittheAmericanExpresswebsiteat www. americanexpress.com/ decals.

26.14. Displays and Advertising. You must prominently display appropriate Visa, Mastercard, Discover, PayPal, American Express, and, if applicable, other Card Organization decals and program Marks at each of yourlocations,in catalogs,on websitesandon otherpromotionalmaterials as required by Card Organization Rules, if you elected to accept such Card payments on your Application. You may not indicate that Visa, Mastercard, Discover, PayPal or any other Card Organization endorses your goods or services.
• You must remove American Express Marks from your website and wherever else they are displayed upon termination of the Agreement or if do notelect to acceptor are notauthorized to acceptAmerican Express Cards.

26.14.3. PayPal Sublicense to Use PayPal Marks. You are prohibited from using the PayPal Marks, as defined below, other than as expressly authorized in writing by us. “PayPal Marks” mean the brands, emblems, trademarks, and/or logos that identify PayPal acceptance. You may use the PayPalMarksonly to promote PayPalproducts,offers, services,processing and/or acceptance. Your use of the PayPal Marks is restricted to the display of decals, signage, advertising, and marketing materials provided or approved by PayPal in writing pursuant to the process set forth in the PayPal Card Organization Rules. You shall not use the PayPal Marks in such a way that PayPal Account Holders could believe that the products or services offered by you are sponsored or guaranteed by the owners of the PayPal Marks. You recognize that you have no ownership rights in the PayPal Marks. You shall not assign to any third party any of the rights to use the PayPal Marks. You are prohibited from using the PayPal Marks, not permitted above, unless expressly authorized in writing by PayPal.

Your right to use the program Marks of the Card Organizations terminates upon the earlierof (i) if and when your right to acceptthe Cards of the respective Card Organization terminates (e.g., if your right to accept Discover Cards terminates, you are no longer permitted to use Discover Program Marks), (ii) delivery of notice by us or the respective Card Organization to you of the termination of the right to use the program Mark(s) for thatCard Organization,or (iii) termination of the license to use the program marks by the respective Card Organization to us.

American Express: If you elected to accept the American Express Card on your Application, whenever payment methods are communicated to customers,or whencustomersaskwhatpaymentsareaccepted,youmust indicate your acceptance of the American Express Card and display the American Express Marks (including any Card application forms provided to you) as prominently and in the same manner as you do for any other Card or payment products.. You must not use the American Express Marks in any way that injures or diminishes the goodwill associated with theAmericanExpressMarks,nor(withoutpriorwrittenconsentfromus) indicate thatAmerican Expressendorse your goods or services.Youshall

26.15. Cash Payments by and Cash Disbursements to Cardholders.

You must not accept any direct payments from Cardholders for Charges of merchandise or services which have been included on a Sales Draft; it is the right of the Issuer to receive such payments. You may not make any cash disbursements or cash advances to a Cardholderas part of a Card WFB2210(Rev00-10/19) 40
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • talk fast or carry on a conversation to distractyoufromchecking the signature?transactionunlessyouarea financialinstitutionwithexpressauthorization in writing in advance by Servicers. For Discover, cash advances in authorized jurisdictions other than the United States may be conducted in an originating currency provided that cash advances may be subject to dispute and/or Acquirer fees.
•take the Card from a pocketinstead of a wallet?
• repeatedly come back,in a short amount of time or rightbefore closing time,to makeadditionalpurchases?

26.16. Discover Cash Over Transactions. Cash Over transactions are not available for Mastercard or Visa transactions. You may issue Cash Over in connection with a Discover Card sale provided that you comply with the provisions of this Agreement including the following requirements:
• cause an unusual, sudden increase in the number and average sales transactionsoveraone-tothree-dayperiod?
•tell you he has been having some problems with hisIssuer and request that you call a number (that he provides) for a “special” handling or Authorization?• You must deliver to us a single authorization request for the aggregate total of the goods/services purchase amount and the Cash Over amount of the Card sale. You may not submit separate authorization requests for the purchase amount and the Cash Over amount.
• have a previous history of disputedCharges?
•place orders to be shippedto an address other than the billing address, or useanonymous/freeemaildomains?• The Sales Draft must include both the purchase amount and the Cash Over amount, and you may not use separate Sales Drafts for the purchase amount and Cash Over amount.
•placeorderssentto zip codes or countrieswhereyoushowa historyof fraudulentclaims?
• Cash Over may only be offered with a Card Present Card Sale that includes a purchase of goods or services by the Cardholder. You must not issue Cash Over as a stand-alone transaction. Merchants that offer Cash Over may require the total amount of a Card Sale with a Credit product, including Cash Over, to meet a minimum transaction amount of up to $10.00.
• frequentlymakepurchasesand then return goodsfor cash? • use a prepaid Card to purchase otherprepaid Cards?
•use a large numbersof prepaid Cards to make purchases? Does the Card:
• have characters the same size, height, style and all within alignment? • You shall not assess or charge fees of any type or amount, including any surcharges, on Cash Over transactions. None of the fees or charges applicable to Cash Advances shall be applied to Cash Over transactions. • appearto be re-embossed(theoriginalnumbersor lettersmaybe detected on the back of the Card)?
• have a damaged hologram?• Cash Over may not be dispensed in connection with Credits, Cash Advances, or any Card Sale for which you are unable to electronically capture Track Data using the POS Device.
• have a Magnetic Stripe on the back on the Card?
•have an altered Magnetic Stripe?
• The maximum amount of cash that you may issue as Cash Over is $100.00.
•have an altered signature panel(e.g.,appeardiscolored,glued or painted, orshowerasuremarksonthesurface)?
(Cash Over may not be available in certain markets. Contact us for further information.)
• have“validfrom”(effective)and“validthru”(expiration)dates consistentwiththesaledate?

26.17. Telecommunication Transactions. Telecommunication Card Sales occur when a telephone service provider is paid directly using a Card for individual local or long-distance telephone calls. (NOTE: pre-paid telephone service cards are not and do not give rise to Telecommunication Card Sales). Prior to conducting Telecommunication transactions you must contact us for approval and further instructions, rules and requirements. Failure to do so could result in additional charges or termination of this Agreement.

If you use an electronic terminal and swipe the Card, make sure the account number displayed on the terminal and/or the Sales Draft matches thenumberontheCard.Ifyoucannotordonotverifytheaccountnumber andacceptthesale,youaresubjecttoaChargebackandcouldbedebited for the amount of the transaction. IF THE NUMBERS DO NOT MATCH,

DO NOT ACCEPT THE CARD AS A FORM OF PAYMENT, EVEN

THOUGH AN AUTHORIZATION CODE FOR THE MAGNETICALLY
SWIPED CARD NUMBER MAY BE RECEIVED.

27. Suspect Transactions Fraud-Prone Merchandise Tips:

If the appearance of the Card being presented or the person presenting the Card appears to be suspicious or you otherwise suspect fraud, you must immediately call the Voice Authorization Center and ask to speak to a Code10 operator.Answeralltheirquestionsandfollowtheirinstructions.

While not proof that a transaction is fraudulent, the following are some suggestions to assist you in preventing fraudulent transactions that could result in aChargeback:
• Gift Cards, jewelry, video, stereo, computer and camera equipment, shoes and men’sclothing are typically fraud-prone because they can easily beresold.
• Be suspiciousof high dollar amountsand transactionswith more than one fraud-prone item, e.g., two VCRs, three gold chains, etc.

If you suspect fraud:

Ask yourself, does the Customer: Call the Voice Authorization Center and ask to speak to a Code 10• operator.• appear nervous/agitated/hurried?
• If the terminal does not display the Card number, call the POS Help Desk for terminalassistance.
• appearto be makingindiscriminate purchases(e.g.,doesnotcare how much an item costs,the size,etc.)?
REMEMBER: AN AUTHORIZATION CODE ONLY INDICATES THE
AVAILABILITY OF A CARDHOLDER’S CREDIT AT THE TIME OF
THE TRANSACTION. IT DOES NOT WARRANT THAT THE PERSON
PRESENTING THE CARD IS THE RIGHTFUL CARDHOLDER. IF

PROPER PROCEDURES ARE NOT FOLLOWED AT THE TIME OF

THE TRANSACTION, YOU ARE SUBJECT TO A CHARGEBACK AND

YOUR ACCOUNT MAY BE DEBITED FOR THE AMOUNT OF THE
TRANSACTION.
• makepurchasessubstantiallygreaterthanyourusualcustomer(e.g., youraveragetransactionis$60,butthistransactionisfor$360)? • insist on taking the merchandise immediately (e.g., no matter how difficult it is to handle,isnotinterestedin freedelivery,alterations,etc.)? • appearto be purchasingan unusualamountof expensiveitemsor the same items?
• take an unusual amount of time to sign the Sales Draft, or look at the back of the Card as he signs?
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 signed. Stray marks and other alterations on a Sales Draft may render it electronically unscannable, unreadable or illegible. This may result in a Chargebackor summary adjustmentto youraccount.

28. Completion of Sales Drafts and CreditDrafts
You must prepare a Sales Draft or Credit Draft, as applicable, for each Card transaction and provide a copy of it or a transaction receiptor copy of the Draft to the Cardholder at the time the Card transaction is completed. For Discover sales using a paper Sales Draft (as opposed to Electronic Draft Capture), the paper sales draft must also contain the initials of your representative or employee that conducted the transaction. For Discover Credits, the Credit Draft must contain the signature of your authorized representative or employee that conducted the transaction.

28.1. Information Required. All of the following information must be contained on a single page document constituting a Sales Draft or Credit Draft:
• Cardholder’saccount number must appear on the Sales Draft or Credit Draft in the manner required by applicable law and Card Organization Rules. NOTE: The copy of the Sales Draft or Credit Draft you provide to a Cardholder must not include the Cardholder’s expiration date or any more than the last four digits of the Cardholder’s Card number. Some states have similar requirements that also apply to the Sales Drafts or Credit Drafts you retain. Mastercard requires that Card expiration dates be excluded from the Sales Drafts or Credit Drafts your business retains. You are solely responsible to determine the Card account number truncation requirements and Card expiration date exclusion requirements for your state/ jurisdiction;
Discover and PayPal Card Sales in an amount more than $50.00 including sales taxes, tip, surcharge and/ or Cash Over amount are not eligible for treatment as No Signature Required Card Sales and you may lose a dispute of such a Card Sale if the Merchant fails to obtain the Cardholder’s Signature on the Sales Draft.

Eligible merchants participating in Visa Easy Payment Service (“VEPS”) (Visa’s No Signature Required Program), Quick Payment Service and/ or Small Ticket are only required to providetheCardholderwiththe completed SalesDraftwhen requested by the Cardholder.

NOTE: If you are a merchant operating under certain merchant category codes (“MCC”) approved by the Card Organizations, you are not required to provide a transaction receipt, unless requested by the Cardholder or obtain the Cardholder’s signature provided that you transmit the full track data in the authorization request and the sale amount is below the applicable program floor limit (Mastercard/ Discover/PayPal/ American Express/STARis$50.00or less.Visa’sprogramlimitremainsat$25.00or less excluding U.S. grocery stores (MCC 5411) and discount stores (MCC 5310) where the limit is$50.00.
• Clear imprint of the Card. Whenever the term “imprint” is used it refersto the process of using a manual imprinting machine to make an impression of the Card on a SalesDraft; it does not include the printout from a printer attached to an electronicdevice.If you use a device(e.g., authorization/draftcapture terminal,cashregister,POSDevice,etc.) to electronically capture the card information (magneticswipe,chip or contactlessdata),youdonothavetoimprinttheCard.HOWEVER,IF

THE CARD HAS A CHIP OR MAGNETIC STRIPE AND THE POS

DEVICE FAILS TO READ THE CHIP OR MAGNETIC STRIPE OR

IF YOU ARE REQUIRED TO OBTAIN A VOICE AUTHORIZATION,

YOU MUST ALSO USE A MANUAL INMPRINTING MACHINE TO

MAKE A CLEAR IMPRESSION OF THE CARD ON THE SAME SIDE
OF THE SIGNED SALES DRAFT. IF YOU WORK IN THE FACE-TO-

FACE SALES ENVIORNMENT, YOU MAY INCLUDE THE CARD
VERIFICATION CODE IN THE AUTHORIZATION REQUEST FOR U.S.

DOMESTIC KEY-ENTERED TRANSACTIONS IN LIEU OF TAKING A
MANUAL CARD IMPRINT, WITH THE EXCEPTION OF DISCOVER.

FAILURE TO FOLLOW THESE PROCEDURES WILL PREVENT

YOU FROM DEFENDING A TRANSACTION IN THE EVENT THAT

IT IS CHARGED BACK UNDER A CLAIM THAT THE RIGHTFUL
CARDHOLDER DID NOT AUTHORIZE THE PURCHASE. ENTERING

INFORMATION INTO A TERMINAL MANUALLY WILL NOT
PREVENT THIS TYPE OF CHARGEBACK. FOR MAIL/TELEPHONE/

INTERNET AND OTHER CARD NOT PRESENT ORDERS SEE
SECTION 28.2. IF THE PHYSICAL CARD IS NOT PRESENT, ANOTHER FORM OF PAYMENT MUST BE REQUESTED;
For Discover only include the last 4-digits of the merchant identification number.

For Mastercard, if you are operating vending machines under MCC 5499 (Miscellaneous Food Stores-Convenience Stores, Markets, Specialty Stores), you need not provide a receipt at the time a transaction is conducted. If a vending machine cannot provide a printed receipt, you must disclose and post instructions advising customers how a receipt may be obtained.

Sales Drafts for American Express Transactions.

You must create a Sales Draft for every Charge. For each Charge submitted electronically, you must create an electronically reproducible Sales Draft. The Sales Draft (and a copy of the customer’s receipt) must disclose your return and/or cancellation policies.

If the Cardholder wants to use different Cards for payment of a purchase, you may create a separate Sales Draft for each Card used. However, if the Cardholder is using a single Card for payment of a purchase, you shall not divide the purchase into more than one Charge, nor shall you create more than one Sales Draft.
• Cardholder’s signature. However, eligible merchants participating in Mastercard’s Quick Payment Service Program, Visa No Signature Required Program, American Express No Signature Program, Discover’s No Signature Program, PayPal’s No Signature Program, and/or certain Discover transactions (see note below) are not required to obtain the Cardholder’ssignature under certain conditionsset forth by eachprogram; • Submit the Charge to American Express directly,or through your Processor,forpayment.
•Retain the original Sales Draft (as applicable) and all documents evidencingthe Charge,or reproducible recordsthereof,forthe timeframe listedin ourcountry-specificpolicies.
• Provide a copy of the Sales Draft to the Cardholder.• Date of thetransaction You may be able to create more than one Sales Draft if the purchase qualifies for a delayed delivery Charge. The retention time frame for SalesDraftsistwenty-four(24)monthsfromthedateyousubmittedthe corresponding Charge to us. Pursuant to applicable law, truncate the Card number and do not print the Card’s expiration date on the copies of Sales Drafts delivered to Cardholders. Truncated Card number digits must be masked with replacement characters such as “x,” “*” or “#,” and not blank spaces or numbers.
•Amountof the transaction(including the approved currencyof the sale); • Description of the goods and/or services involved in the transaction (if there are too many items, combine them into onedescription; e.g. “clothing” instead of “one pair of pants, one shirt”). Do not carry information onto a second Sales Draft;
•Description of your merchandise return and Credit/refund policy; • A valid authorization code;and
If you submit Charges on paper, you must create a Sales Draft containing all of the following required data:
• Merchant’s Doing Business As (“D/B/A”) name and location (city and staterequired)andMerchantIdentificationNumber.

When imprinting Sales Drafts, do not alter the Cardholder account number,circle or underline any informationon the Sales Draft or alter a Sales Draft in any way after the transaction has been completed and •
•
Provide a copy of the Sales Draft to the Cardholder.

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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 imprinted or magnetically swiped transaction and you will not have the Cardholder’s signature on the Sales Draft as you would in a face-to-face transaction, you will assume all risk associated with accepting a mail/ telephone/Internet or other Card Not Present transaction. The following procedures, while they will not eliminate Chargebacks, are useful in reducing them and should be followed by you:
if available, Cardholder name.
• The date the Charge wasincurred.
• The amount of the Charge, which must be the total price for the purchase of goods and services (plus applicable taxes and gratuities) purchased on theCard.
• A clear description of the goods or services purchased by the •Obtain the expiration date of Card.

Cardholder. • On the Sales Draft, clearly print the Cardholder’s account number; effectiveandexpiration dates; date of transaction;description of the goods and services; amount of the transaction (including shipping, handling, insurance, etc.); Cardholder’s name, billing address and shipping address; authorization code; and merchant’s name and address (city and state required); provided, that you must effect PAN Truncation, and must not include the expiration date, on the copy of the Sales Draft or Credit Draft that you provide to the Cardholder, or as required by applicable law, the Sales Draft or Credit Draft youretain.
• An imprintor otherdescriptorof yourname,address,Merchant Identification Number and, if applicable,store number.
• The words“no refunds”if you have a no refund policy,andyourreturn and/or cancellationpolicies.

American Express No Signature Program/ No PIN Required Program.

You may participate in the American Express No Signature/ No PIN Program. This No Signature/ No PIN Program allows establishments not to request a signature from Cardholders on the Sales Draft. To qualify for the No Signature/ No PIN Program, both the establishment and each Charge must meet the following criteria:
• For mail orders, write“MO”;for telephoneorders,write“TO”on the Cardholder’s signatureline.
• If feasible, obtain and keep a copy of the Cardholder’s signature on file on a formauthorizingyouto submittelephoneandmailordertransactions.Establishment Criteria.

If your establishment is classified in an industry that accepts in-person Charges, then the establishment may participate in the No Signature/ No PIN Program with the exception of the following categories:

You should utilize the Address Verification Service for all Card Not• Present Transactions (see note below). Address Verification is specifically required for all Discover Card Not Present Transactions. If you do not receive a positive match through AVS, you may not process the Discover Card Not Present Transaction. If you do not have AVS, contact us immediately.
• Merchantswho do notconductin-person Charges (i.e.,internet,mail order or telephone order).
• Prohibited transactions as set forth in the American Express Card Organization Rules or illegal transactions or activity, as described in Section 25.2.
•Youshould obtain the 3 or 4 digit Card Verification Code number and include it with each authorization request. Discover Card Organization Rules specifically require that you submit the Card Verification Code with the authorization request for all Discover Card Not Present Transactions.• High Risk Merchants (e.g., establishments whose business type has had historically high occurrencesof fraud and disputed charges with American Express or as compared to other similarly situated merchants (or both); examples include internet electronic services or nightclubs/lounges) as determined by American Express in its sole discretion.
•Fortelephoneorders,itisrecommendedthatwrittenverificationofthe sale be requestedfromtheCardholder(sentbymailor fax).
• You may not submit a transaction for processing until after the merchandise has been shipped or the service has been provided to the customer. (The Card Organizations will permit the immediate billing of merchandisemanufacturedto thecustomer’sspecifications[i.e.,special/ custom orders] provided the Cardholder has been advised of the billing details.)
• Merchants placed in American Express’ Fraud FullRecourse Program.

Charge Criteria:
• The amount or Charge must meet the threshold established in American Express’ country specificpolicy.
• The Charge Submission must include the appropriate indicator to reflectthatthe Card and the Cardholderwere presentat the pointof sale. • You should provide a copy of the Sales Draft to the Cardholder at the time of delivery. You must also obtain proof of delivery of the goods or services to the address designated by the Cardholder (i.e., by getting a signature of the Cardholder or person designated by the Cardholder through the delivery carrier). If the Cardholder visits one of your locations to receive the goods or services purchased, obtain an imprint of the card and the Cardholder’s signature.
• The Charge Submission must include a valid approval.

Under the No Signature/ No PIN Program, Chargebacks will not be exercised for such Charges based solely on the establishment’s failure to obtain the Cardholder’ssignature at the pointof sale. If a disproportionate amount or a number of disputed Charges under the No Signature/ No PIN Program occur, you must cooperate to reduce the amount or number of disputed Charges. If such efforts fail, you may be placed in American ExpressChargebackprograms,or yourestablishment’sparticipation in the No Signature Program may be modified or terminated. The established threshold for charges to qualify under the No Signature/ No PIN Program is$50.00orless.
•Notify the Cardholder of delivery time frames and special handling and/ or of cancellation policies. Merchandise shipping dates must be within seven (7) days of thedateAuthorizationwasobtained.If,aftertheorderhas been taken, additional delays will be incurred (e.g., out of stock), notify the Cardholder. If you have not shipped the product by the seventh day, you mustreversetheoriginalauthorizationthenreauthorizethetransaction. • You may not require a Cardholder to complete a postcard or other documentthatdisplaysthe Cardholder’saccountnumber in clearview whenmailed.

28.2. Mail / Telephone/ Internet (Ecommerce) Orders and Other Card Not Present Sales. You may only engage in mail/ telephone/ Internet orders provided they do not exceed the percentage of your total payment Card volume reflected on your Application. Failure to adhere to thisrequirementmay resultin cancellation of your Agreement.Merchants conducting Internet transactions using Mastercard or Visa Cards must have special codes (an “Electronic Commerce Indicator”) added to their authorization and settlement records. Discover does not use an Electronic Commerce Indicator. Failure to register as a merchant conducting Internet transactions can result infines imposed by the Card Organizations. •If you accept orders via the Internet,your web site must include the followinginformationina prominentmanner:
– Complete description of the goodsor services offered
– Descriptionof yourmerchandisereturnandCredit/refundpolicy; – Customer service contact, including email address and/or telephone number;
Mail, Telephone, Internet and other Card Not Present transactions have a substantially higher risk of Chargeback. Since you will not have an – Transactioncurrency(U.S.dollars,unlesspermissionisotherwise WFB2210(Rev00–10/19) 43
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Charge, American Express may exercise Chargeback for the full amount of the Charge and place you in any of its Chargeback programs. received from Servicers);
– Any applicableexportor legalrestrictions;
– Delivery policy;

28.2.1. Discover Protocol for Internet Transactions. Each Internet Discover Card transaction accepted by you and submitted to us shall comply with Discover standards, including, without limitation, Discover standards governing the formatting, transmission and encryption of data,referred to as the “designated protocol.” You shall accept only those Internet Discover Card transactions that are encrypted in accordance with the designated protocol. As of the date of these Operating Procedures, the designated protocolfor the encryption of data is Secure SocketLayer (SSL).

We may, at our discretion,withhold Settlementuntilsecurity standardscan be verified. However, the designated protocol, including any specifications with respect to data encryption, may change at any time upon thirty (30) days advance written notice. You shall not accept any Internet Discover Card transaction unless the transaction is sent by means of a browser whichsupportsthedesignatedprotocol.
– Consumer data privacy policy;
– A descriptionof thetransactionsecurityusedon yourwebsite;and – The sale or disclosure of databases containing Cardholder account numbers, personalinformation, or other Card transaction information tothirdpartiesisprohibited.
– Address of merchant includingcountry.
– Cancellation policy; and
– Date any freetrialperiod ends.
• You may not accept Card Account Numbers through Electronic Mail overtheInternet.

28.3. Customer Service Telephone Numbers for Card types which are funded by individual non-bank Card Organizations include:NOTE: Address Verification Service (AVS) (and other fraud mitigation tools such as Verified by Visa®, Mastercard® Secure Code, Discover Protect Buy, SafeKey, Card Validation Codes and Card Identification) does not guarantee against Chargebacks, but used properly, it assists you in reducing the risk of fraud by confirming whether certain elements of the billing address provided by your customer match the billing address maintained by the Issuer. AVS also may help you avoid incurring additional interchange expenses. AVS is a separate process from obtaining an Authorization and will provide a separate response. A transaction may be authorized regardless of the AVS response. It is your responsibility to monitor the AVS responses and use the information provided to avoid high-risk transactions.

American Express EDC Program 1-800-528- 5200
American Express 1-800-451-5817
JCB, International 1-800-366-4522
(For YEN and CAD currency only)
TeleCheck 1-800-366-1054
Voyager 1-800-987-6591
WEX 1-800-492-0669 (24 hours)

29. Data Security
American Express Internet Charges. THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION OF CARDHOLDER DATA. PLEASE REVIEW

CAREFULLY AS FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL

FINES AND LIABILITIES FOR UNAUTHORIZED DISCLOSURE AS
WELL AS TERMINATION OF THIS AGREEMENT.

Processing a Card Not Present Charge for American Express Transactions you must:
• Submit the Charge to American Express;
For Card Not Present Charges, you must create a Sales Draft and ask the Cardholder to provide: 29.1. Payment Card Industry Data Security Standards (PCI DSS).

Visa,Mastercard,DiscoverandJCBandAmericanExpressaligneddata securityrequirementstocreateaglobalstandardfortheprotectionof Cardholder data. The resulting Payment Card Industry Data Security Standards(PCIDSS)definestherequirementswithwhichallentities that store, process, or transmit payment card data must comply.PCI DSS is the name used to identify those common data security requirements.

The Cardholder Information Security Program (CISP) is Visa USA’sdata security program, the Site Data Protection (SDP) program is Mastercard’s data security program and Discover Information Security and Compliance (DISC) is Discover’s data security program, and the Data Security Requirements (DSR) is American Express’ data security program, each based on the PCI DSS and industry aligned validation requirements. PCI DSS PCI compliance validation is focused on Merchant Equipment (as definedbelow)whereCardholderdataisprocessed,stored,ortransmitted, including:
• Cardnumber;
• Card expirationdate;
In addition, it is recommended that you ask for:
• Name as it appears on theCard,
• Cardholder’s billing address,and
• Ship-toaddress,if differentfromthebillingaddress.

American Express will not Chargeback for such charges based solely upon a Card- member claim that he or she did not receive the disputed goods if youhave:
•Verifiedtheaddressto whichthegoodswereshippedwasthe
Cardholder's full billingaddress.
• Provided proof of delivery signed by the Cardholder or an authorized signer of the Card indicating the delivery of the goods or services to the Card-member'sfullbillingaddress.
•Allexternalconnectionsinto yournetwork(i.e.,employeeremoteaccess, thirdpartyaccessforprocessing,andmaintenance).

American Express will not be liable for actual or alleged fraudulent transactions over the internet and will have the right to Chargeback for those charges.
• All connections to and from the Authorization and settlement environment(i.e.,connectionsfor employee accessor for devices such as firewalls, and routers);and
For Internet Orders, you must: • Any data repository outside of the Authorization and settlement environment.• Use any separate merchant numbers (seller ID) established for your internetorders in all of yourrequestsfor AuthorizationandSubmission of charges.

For the purposes of this Section 29, “Merchant Equipment” means any and all equipment you use in connection with Card authorization, clearing, completing, settling, transmitting or other related processing, including, without limitation, all telecommunication lines and wireless connections and software, systems, point-of-sale terminals, card readers, merchandise and card scanners, printers, PIN pad devices and other hardware, whether owned by you, Merchant Providers or other Persons used by you. • Provide us with at least one (1)month’spriorwrittennoticeofany changein yourinternetaddress.
• Comply with any additional requirements that American Express provides from time to time. Additionally, if a disputed Charge arises involving a Card Not Present Charge that is aninternet electronic delivery WFB2210(Rev00–10/19) 44
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You must use only those services and devices that have been certified as PCI DSS compliant by the Card Organizations and by vendors approved by yourbank.

The Card Organizations or we may impose fines or penalties, or restrict you from accepting Cards if it is determined that you are not compliant with the applicable data security requirements. We may in our sole discretion, suspend or terminate Services under this Agreement for any actual or suspected data security compromise. You agree that you will not request any Authorizations, submit any Sales Drafts or Credit Drafts until you have read and understood the PCI DSS, CISP, SDP and DISC for which you acknowledge we have provided you sufficient information to obtain, and you will be deemedto have done so upon our receipt of yourrequestor submission of any Authorizations, Sales Drafts or CreditDrafts. •

29.3. Compliance Audits. You may be subject to ongoing validation of your compliance with PCI DSS standards. Furthermore,we retain the right to conduct an audit at your expense, performed by us or a third party designated by us to verify your compliance,or that of your agents or Merchant Providers, with security procedures and these Operating Procedures.In any event, upon request, you shall provide us withcopies of any and all reports developed by your forensic vendor(s), and you shall ensure that we have direct communication access with such forensic vendor(s).

You must comply with the data security requirements described in this Section 29.1, including without limitation, PCI DSS, SDP, CISP and DISC, and any additional Card Organization requirements applicable to payment applications and PIN transactions. 29.4. Immediate Notice Required. In the event that transaction data is known or suspected of having been accessed or retrieved by any unauthorizedPerson,youmust contactus immediately and in no event more than 24 hoursafterbecomingawareof suchactivity.

Detailed information about PCI DSS, can be found at the PCI DSS Counsel’s website: www.pcisecuritystandards.org.

Detailed information about Visa’s CISP program can be found at Visa’s CISP website: www.visa.com/cisp. 29.5. Investigation. You must, at your own expense (i) perform or cause to be performedan independentinvestigation,including a forensics analysis performed by a certified forensic vendor acceptable to us and the Card Organizations in accordance with Card Organization standards, of any data security breach of Card or transaction data, (ii) provide a copy of the certified forensic vendors final report regarding the incident to us and the Card Organizations, (iii) perform or cause to be performed any remedial actions recommended by any such investigation, and (iv) cooperate with us in the investigation and resolution of any security breach. Notwithstanding the foregoing, if required by the Card Organization, we will engage a forensic vendor approved by a Card Organization at your expense. You must cooperate with the forensic vendor so that it may immediately conduct an examination of Merchant Equipment, and your Merchant Providers’ procedures and records and issue a written report of its findings.

Detailed information about Mastercard’s SDP program can be found at the Mastercard SDP website: www.mastercard.com/sdp.

Detailed information about DISC can be found at Discover DISC website: http://www.discovernetwork.com/fraudsecurity/disc.html.

Detailedinformationcanbe foundatAmericanExpress’website: www. americanexpress.com/merchantopguide.

29.2. Data Security Requirements. You must comply with the data security requirements shown below:
• You must install and maintain a secure firewallconfiguration to protect data.
• Youmustprotectstored data and do encrypttransmissions of data sent across open/public networks using methods indicated in the Payment Card Industry Data Security Standard (PCI DSS) which is available at www.pcisecuritystandards.org.

29.6. Required Information for Discover or PayPal Security Breaches.

For security breaches involving Discover or PayPal transactions and/or track data, you must provide us and/or Discover or PayPal (as applicable) with the following information: (i) the date of breach;(ii)detailsconcerning the data compromised (e.g., account numbers and expiration dates, Cardholdernamesandaddresses,etc.);(iii)themethodof suchbreach;(iv) your security personnel contacts; (v) the name of any person (including lawenforcement)assistingyouwithyourinvestigationof suchbreach; and (vi) any other information which we reasonably request from you concerning such breach, including forensics reports. You shall provide suchinformation as soon as practicable,and the items listed in (i)-(v) shall be providedto us in anyeventwithin48 hoursof yourinitialnotificationto us of thebreach.
• Youmust use andregularlyupdate anti-virus softwareandkeep security patches up-to-date.
• You must restrict access to data by business “need to know,” assign a unique ID to each person with computer access to data and track access to data by unique ID.
• Youmust not use vendor-supplieddefaultsfor systempasswordsand other security parameters.
• Youmust regularly test security systemsand processes. • Youmust maintain a policy that addresses information security for employees andcontractors.

29.7. Merchant Providers. The data security standards set forth in this Section 29 also apply to Merchant Providers. Before you engage any MerchantProvider,youmustprovideto us in writing(a)theMerchant Provider’s legal name, (b) contact information, and (c) intended function.

Youacknowledge and agree that you will not use, or provide Card holder data access to, any Merchant Provider until you receive our approval and, ifrequired,confirmationofourregistrationof thatMerchantProviderwith applicable Card Organizations. You must ensure that you and Merchant Providers: (i) comply with the registration process which can involve site inspections, background investigations, provision of financial statements, and any other information required by a Card Organization; (ii) comply with the periodic and other reporting required by a Card Organization; and (iii) comply with all applicable Card Organization Rules, including without limitation, those requiring security of Cardholder data. You may allow Merchant Providers access to Cardholder data only for purposes authorized under and in conformance with the Card Organization Rules.

You are responsible for all our costs and expenses associated with our review,approval,certification(andrecertificationasmayrequiredbyusor the Card Organization Rules) and registration of any Merchant Providers. • Youmust restrict physical access to Cardholder information. • You may not transmit Cardholderaccount numbers to Cardholdersfor Internet transactions.
• Youcannot store or retain Card Verification Codes (three-digit codes printed in the signature panel of most Cards, and a four digit code printed on the frontof an American ExpressCard) afterfinaltransaction authorization.
• Youcannot store or retain Magnetic Stripe data, PIN data or AVSdata.

Only Cardholder account number, Cardholder Name and Cardholder expirationdatecanbe retainedsubsequentto transactionauthorization. • You must destroy or purge all Media containing obsolete transaction datawithCardholderinformation.
• You must keep all systems and Media containing Card account, Cardholderor transactioninformation (whetherphysicalor electronic)in a secure manner so as to prevent access by, or disclosure to any unauthorized party.
• ForInternettransactions,copiesof thetransactionrecordsmaybe WFB2210(Rev00-10/19) 45
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • ten(10)days(DiscoverNetworkandPayPaltransactions);Your use of the Services, equipment, software, systems, materials, supplies or resources of third parties regarding your Card transactions processing, including, without limitation, Merchant Providers and any third party lessors or licensors, will not affect your obligations under this Agreementto us whichwill apply to the same extentas if you had not used them.

For Card present transactions, it is highly recommended that you use your electronic authorization device to capture card data using the POS device by inserting the card (chip card), swiping the card (magnetic stripe) or tapping/ waving the card (contactless).

Do not attempt to obtain an Authorization Approval Code provided by someone other than us except as described in Section 30.4. If a Cardholder or another service provider provides you with either an authorization number or with a telephone number for obtaining Authorizations, the Authorization Approval Code you receive may not be valid. Even if the transaction is initially processed and funded, it may be charged back at a later date. Also, if you receive a purported Authorization Approval Code from someone other than us, we will not have the supporting records and will be unable to verify that you received the authorization if that is later questioned in a Chargeback.

We have no liability or responsibility to you or others regarding these third parties, even if we referred them to you. These third parties are your agents,and you are solely responsible for (i) determining whetherthey can meetyour needs and standards,(ii) their actions,inactionsandcompliance with the terms of this Agreement and the Card Organization Rules and (iii) any and all fees, costs, expensesand other obligations owed to them by you or owed by them to us or to CardOrganizations.

29.8. Reserved.

29.9. Costs. If you or a Merchant Provider (or other Person used by you) are determined by any Card Organization, regardless of any forensic analysisor report,to be the likely source of anyloss,disclosure,theftor compromise of Cardholder data or Card transaction information (together, “Compromised Data Events”) and regardless of your belief that you have complied with the Card Organization Rules or any other security precautions and are not responsible for the Compromised Data Event, you must promptly pay us for all related expenses, claims, assessments, fines, losses, costs, and penalties and Issuer reimbursements imposed by the Card Organizations against us (together, “Data Compromise Losses”). In addition to the foregoing, you must also pay us promptly for all expenses and claims made by Issuers against us alleging your responsibility for the Compromised Data Event, apart from any claim procedures administered by the Card Organizations.

If you obtain Address Verification, you must review the AVSresponse separately from the authorization response and make your own decision about whether to accept the transaction. A transaction can receive an Authorization Approval Code from the Card Issuer even if AVS is unavailableor reflectsthatthe addressprovidedto you does not match the billing address on file at the Issuer. If the authorized Cardholder disputes such a transaction, you will be responsible for the resulting Chargeback.

If you receive a Referral response to an attempted Authorization for American Express or Discover, you may not submit the transaction without calling for and receiving a voice authorization. After receiving a Referral response you may not attempt another Authorization on the same Card through your POS Terminal.

If you fail to obtain an Authorization Approval Code or if you submit a Card transaction after receiving a decline (even if a subsequent Authorization attempt results in an Authorization ApprovalCode), your transaction may result in a Chargeback and may be assessed fines or fees by the Card Organizations for which you will be responsible. These currentlyrangefrom$25to$150pertransaction.Toavoidthesecosts and related Chargebacks, always obtain an Authorization Approval Code directly from your terminal before submitting a transaction for settlement.

30. Authorizations
Each authorization request you submit to us must fully comply with the applicable provisions of this Agreement. Submission of an authorization request that does not fully comply may result in assessment of additional fees to you, a declined authorization response or a Chargeback to you.

An Authorization Approval Code only indicates the availability of funds on an account at the time the Authorization is requested. It does not guarantee or warrant that the person presenting the Card is the rightful Cardholder, the Charge is in fact valid or bona fide, nor is it a promise or guarantee that you will be paid for the Charge and not be subject to a Chargeback and/oradjustment.

You may not attempt to obtain multiple Authorizations for a single transaction, except when incremental Authorizations are allowed. Refer to Section26.13andwww.americanexpress.com/merchantopguideregarding additionalprovisionsfor specific industries. If a sale is declined,do not take alternative measures with the same Card to obtain an approval of the sale fromotherauthorizationsources.Instead,requestanotherformof payment.

If you accept and processa transaction that was declined, or attemptmulti- transactionsand/ormulti-Authorizations,youare subjectto a Chargeback, Card Organization Fines and/or cancellation of your Agreement. Do not discuss reason for decline with a Cardholderratherreferthemto the customer service number on the back of the Card.

A positive (approved) authorization response remains valid for:
• seven (7) daysfor Visa,Mastercard and American Expresselectronic processed transactions;
• ten (10) days for Visa, Discover,and STAR electronic processed transactionssubjectto thefollowingexception:
- thirty (30) daysfor Visa,Discoverand PayPal,twenty (20) daysfor STAR forthefollowingIndustries: For Visa, Mastercard, Discover and PayPal transactions, Automated Fuel Dispensers must ensure that completion messages are submitted for Mastercard’s Card within 60 minutes of the Authorization.- car rental; - airlineandpassengerrailway;
- lodging;
For Visa, Mastercard, STAR, American Express, Discover and PayPal transactions, Merchants operating in the petroleum industry that conduct Card Sales at Automated Fuel Dispensers (AFDs), may submit an Authorization Request for $1.00 to verify the validity of the Card presented.

Under such circumstances, you must submit an Authorization Advice Message for the actual amount of the Card Sale within sixty (60) minutes of completion of fuel delivery regardless of whether you previously received a Partial Authorization Response or a positive Authorization Response for any other amount. If you do not complete the Card Sale following receipt of an approved Authorization Response for any amount, a request to cancel the Authorization Request must be submitted within sixty (60) minutes of the completion of fuel delivery.
- otherTravel&Entertainment(T&E)categories.
• seven(7)daysforAmericanExpresselectronicprocessedtransaction subjectto thefollowingexception:
- thirty(30)daysfortheTravel&Entertainment(T&E)industries.

Delayeddeliveries.

If delivery is longer than the allowable timeframes after the initial Authorization request, per payment type, the Authorization must be reversedfortheunusedportionanda newauthorizationobtainedforthe remainingamountpriortodelivery: 30.1. Card Not Present Transactions. You must obtain the 3 digit Card Verification Code on the back of the Card (or the 4 digit Card Verification Code on the front of American Express Cards) and that include thiscode • seven (7) days (Mastercard, Visa, American Express, and STAR transactions);
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 fromtheauthorizationsourceandsubmitit to us within the timeframe specified on the Chargeback documentationreceived.with each Card Not Present authorization request unless the transaction is a recurring transaction. However, for recurring transaction Authorizations you submit the Card Verification Code only with the first authorization request, and not with subsequent recurring transaction authorization requests (See Section 26.7). NOTE: For each Card Not Present Discover transaction, you must also verify the name and billing address of the Discover Cardholder using the Address Verification System (AVS).

IF YOU CONTRACTED TO USE ONE OF OUR AUTHORIZATION

SERVICES, YOU MUST NOT USE ANOTHER THIRD PARTY

AUTHORIZATION SYSTEM WITHOUT VERIFYING THEY ARE
PROPERLY REGISTERED WITH THE NETWORKS BY YOUR BANK.

THIS CAN BE DONE BY NOTIFYING CUSTOMER SERVICE AND
HAVING THEM CHECK THE REGISTRATION STATUS. OTHERWISE,

WE WILL BE UNABLE TO SUCCESSFULLY RESEARCH AND DEFEND

ANY AUTHORIZATION RELATED CHARGEBACKS ON YOUR
BEHALF. THIS DELAY WILL SIGNIFICANTLY DECREASE YOUR

TIME TO RESEARCH AND PROVIDE PROOF OF AUTHORIZATION,

THUS REDUCING YOUR OPPORTUNITY TO REVERSE A
CHARGEBACK.

For Gateway merchants, it is your responsibility to ensure AVS/CVV2/ CVC2 settings are appropriate to deter fraud for your particular type of business.

30.2. Authorization via Telephone (Other than Terminal/Electronic Device Users).
• Call your designated voice authorization toll free number and enter the authorization information into the VRU using a touch tone phone or hold foranauthorizationrepresentative.

Third Party Vendors
You must confirm Bank approval prior to using any vendor that is providing services that stores, processes, or transmits Cardholder data.

This includes, but is not limited to: authorization, encryption key/software application loading, terminal driving/servicing (remote servicing), and shopping carts. This can be done by notifying Customer Service and having them check the registration status.
• If advised to pick up a Card, use reasonable and peaceful means to do so, and do not take any action thatwill alarm or embarrassthe Card presenter.Youwill bearallresponsibility forclaims, liabilities,costsand expensesas a resultof any action by you,youremployees,vendorsor agents,thatattemptto retaina Card without theIssuer’sdirectrequestor failureto usereasonable,lawfulmeansin retainingor attemptingto retain the Card. Forward the Card to: Attn: Rewards Department, P.O. Box 5019, Hagerstown, MD 21740. You may be paid a reward for the return of the Card.

If you utilize another authorization network, you will be responsible for the downgrade of any transactions to a higher cost interchange that result from a mismatch of information to our systems and those of third party authorization networks (see Section 5.1).
• On occasion, the Authorization Center will ask you to obtain identification from the Cardholder before issuing an approvalcode. If you areinstructedto do so,clearlywritetheappropriateidentificationsource and numbers in the space provided on the Sales Draft unless otherwise prohibitedbylaw.

If you use a thirdpartyauthorizationnetwork,youmustalsocomplywith Section 29.7.

Call the following for other Card types:

American Express EDC Program 1-800-528-5200
JCB, International 1-800-522-9345
(For YEN and CAD currency only)
TeleCheck 1-800-366-5010
• If the sale is declined, please remember that our operators are only relaying a message from the Issuer. The fact that a sale has been declined should not be interpreted as a reflection of the Cardholder’s creditworthiness. The Cardholder should be instructed to call the Issuer.

30.3. Authorization via Electronic Devices. Voyager 1-800-987-6589 •If you use an electronic terminal to obtain Authorization ApprovalCode, all sales should be authorized through this equipment. Authorizations throughothermethodswillresultin additionalchargesto you.

WEX 1-800-842-0071
Available 24 hours/day; 7 days/week
All approved sales authorized in this manner must be entered manually as “post authorization” transactions into the terminal, once the terminal becomes operational. All credit transactions must be entered into the terminal for data capture. You may be subject to a Chargeback if you receive a Referral and subsequently receive an approval. Toreduce the risk of such a Chargeback, the Card should be imprinted using a manual Imprinter machine. (For specific procedures on Electronic Data Capture, refer to the Terminal Operating Instructions/Users Guide.) If the terminal malfunctions for more than twenty-four (24) hours, contact Customer Service for further instructions on processing your transactions. • If your terminal malfunctions, refer to your Quick Reference Guide, if necessary, or call the POS Help Desk. The problem will either be corrected promptly or may require terminal programming or replacement. During the period in whichyour terminal is notfunctioning, rememberto check it periodicallysincemostterminalproblemsaretemporaryin natureandare quicklycorrected.
• If a terminalis moved or if wiresare disconnected, causing malfunction, call the POS Help Desk immediately and follow their instructions. You may be responsibleforany service chargesincurredfor reactivation of the terminal. 30.5. Automated Dispensing Machines. Records must be produced for all transactions whose origin and data capture are automated dispensing machines or Limited Amount Terminals. Records should include the Cardholder account number, merchant’s name, terminal location, transaction date, identification of transaction currency, transaction type (purchase),authorizationcodeandamount.
• Until the terminal becomes operable, you must call your designated voice authorization toll free number and enter authorization information into the VRU using a touchtone phone. During this time, each transaction must be imprinted using a manual Imprinter machine. Failure to obtain an Authorization Approval Code and to imprint these transactions could resultin a chargebackto youraccount. 30.6. Pre-Authorization for T&E (Travel & Entertainment) and Restaurant Merchants. If you are a business engaged in providing travel and/or entertainment services (e.g., car rentals, hotels, motels, etc.) or a restaurantbusiness,and engage in the practice of “pre-Authorization.”You mustcomplywiththefollowinggeneralprocedures:

30.4. Third Party Authorization System. If you have contracted with another authorization network to obtain Credit Card authorization, i.e., your terminal can Split Dial, liability resulting from discrepancies with that networkmustberesolvedbetweenyouandthatnetwork.

We will not research Chargebacks resulting from Authorization ApprovalCodes obtained from another authorization service organization.

Such Chargebacks will be passed through to you for resolution. If an authorizationprovided bya third partyauthorizationsystemis challenged in a Chargeback, you must obtain proof (e.g.,third party authorization logs) A hotel,motel,or car rentalmerchantmay obtain an estimated Visa,• Mastercard, Discoveror PayPalAuthorization at the time of check-in. • Restaurantsmustnotaddan estimatedtipamountto theauthorization requestbeyondthevalueof thegoodsprovided,or servicesrendered,plus WFB2210(Rev00-10/19) 47
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • The original amount of the Authorization beingcancelled; • The new amount of thetotaltransaction(ifany);
any applicable tax.
• Youmust notify the Cardholder of the dollar amountyouintend to “Pre- Authorize.” The original authorization code for the Authorization being cancelled; The expiration date of the Card; and
•
•• If the customer decides to use another form of payment (e.g., cash, check, etc.) you must promptly call the Voice Authorization Response Unit to delete the authorizationhold.Providethe Cardholder’saccountnumber, original dollar amount and date of the transaction, and the authorization code. If a new transaction takes place, a new imprinted and signed Sales Draft for the exact amount and a new authorization code for that amount must beobtained.
• Abrief reason for the Authorization cancellation.

30.8. Partial Authorization and Authorization Reversal. Partial Authorization provides an alternative to a declined transaction by permitting a Card Issuer to return an Authorizationapprovalfor a partial amount, an amount less than the transaction amount requested by the merchant when the available card balance is not sufficient to approve the transaction in full. The Cardholder is able to use up the remaining funds on the Card and select another form of payment (i.e. another payment Card, cash, check) for the remaining balance ofthe • VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL

VEHICLE DAMAGE OR INSURANCE DEDUCTIBLES IN ANY
PREAUTHORIZATIONS.
• If you receive a declineon a transaction,youmust waittwentyfour(24) hoursbeforeattemptingtoreauthorize.Ifyoureauthorizepriortothistime frame and receive an approval, you may be subject to a chargeback and a fine imposed by the Card Organizations.
transaction. For Mastercard transactions, partial authorization is optional for batch authorized e-commerce transactions, mail order, telephone order transactions and recurring payment transactions. For Discover transactions, partial Authorization support is optional for Card Not Present transactions. If you support partial Authorizations, a partial Authorization indicator must be included in each Authorization request. • Hotels, motels, and car rental merchants are allowed up to a 15% variance above the amount authorized. If the final amount charged to the Cardholder exceeds the original estimate by more than 15% above thepreauthorization,youmustauthorizeanyadditionalamounts,andall incrementalauthorizationcodesmustbe writtenin theauthorizationarea along with the date of authorizationandtheamountauthorized.

An Authorization reversal must be submitted if the Authorization is no longer needed a partial amount of the total authorized is submitted for the settled transaction, or the Cardholder elects not to the purchase. The transaction sent for settlement must be no more than the amount approved in the partial Authorization response. In the event that you wish to support the partial Authorization functionality, you must contact us for additional rules and requirements. An authorization reversal may only be submitted if the transaction has not settled. Once the transaction has settled, only a Credit or refund can occur.
• Pre-Authorizationforcertainestablishmentsservices,are alloweduptoa20%(insteadof15%)varianceabovetheamountauthorized.

If thefinalamountexceedstheamount“preauthorized”by more than 20%, you must authorize the additional amount. Estimating the Authorization amount to include a tip is prohibited. The authorization request should include only the amount associated with the bill presented to the consumer.

31. Submission/Deposit of Sales Drafts and Credit Drafts

31.1. Submission of Sales for Merchants Other Than Your Business.

You may present for payment only valid charges that arise from a transactionbetween a bona fide Cardholder andyourestablishment.If you deposit or attempt to deposit transactions that arise from sales between Cardholders and a different business than the one approved by us in our agreement with you, then the transaction may be charged back, we may suspend or debit funds associated with all such transactions, and we may immediatelyterminate your accountand the Agreement.
• You must obtain an Authorization for the initial estimated charges and then monitor the charges to ensure that the actual charges made do not exceed the estimated charges. If the actual charges exceed the amount of the initial estimated authorization (and any subsequent estimated authorizations), then you must secure a positive authorization for the additional amount. NOTE: Subsequent Authorizations should only be for the additional amount of total charges and must not include amounts already authorized. 31.1.1. Factoring. Factoring is considered merchant fraud and strictly prohibited.Factoringis the submissionof authorizationrequestsand/or Sales Drafts by a merchant for Card transactions transacted by another business.If you submit Sales Drafts on behalf of another Person,youwill suffer any losses associated with the disputes of any such Sales Draft and/or transaction. Also if any fraud is involved, you could face criminal prosecution.
• The estimated amount of any pre-authorization for lodging accommodations must be based on (i) the intended lengthof stay;(ii) the room rate; (iii) applicable taxes and service charges; and (iv) other miscellaneous charges as dictated byexperience.
• If an authorizationrequestis declined,no charges occurring afterthat date will be accepted for thatCardholder.

31.2. Timeliness. In order to qualify for the lowest fees for Services, all Sales and Credit Drafts must be properly completed and submitted daily.

If you have not received payment for submitted Sales Drafts after one (1) week from your normal payment date, contact Customer Service. Late Submission of Sales or Credit Drafts may result in increased interchange rates or fees or in a Chargebackto you.
• You do not need to obtain a final Authorization if the total sum ofcharges(thefinalamount)doesnotexceed20%ofthepreviously authorized charges. You must record the dates, authorized amounts, and their respective Authorization Approval Codes on the Sales Draft(s).

30.7. Discover and PayPal Procedure for Request for Cancellation of Authorization.If a Discoveror PayPalCardsaleis cancelled or the amount of the transaction changes following your receipt of Authorization for the sale, you must process an authorization reversal via your POS Device or, for voice-approved authorizations for Discover Card sales, call your Authorization Center directly and request a cancellation of the Authorization. An Authorization may be cancelled at any time within ten (10) days of your receiptof the Authorization,butmust be cancelled before the salesdata relatingto the transactionis submitted to us, afterwhich the Authorization cannot be changed. For an Authorization cancellation, you mustprovideuswiththefollowinginformation,in thisorder:

31.3. Electronic Merchants: Daily Batching Requirements & Media Submission. Batches must be transmitted to us by the time indicated on the Additional Important Information Page in Section 40.2 of the Agreement in order to be processed on the date of transmission.

Additionally, if you deposit via magnetic tape, electronic transmissions, or Electronic Data Capture terminal and have contracted to send the actual Sales Drafts and Credit Drafts to us for imaging and retrieval, the Sales Drafts the Media must be batched daily by register/terminal following the procedures below. Failure to do so may result in a processing fee and/or a Chargeback due to our inability to retrieve the Media as requested by the Issuer.• The Discover Merchant Identification Number used in the Authorization;
• A register/terminalBatchheaderformmust be filled out for eachBatch of Media.• The Card number;
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 - The total amount ofthe Credit; and• The Batchheadermust be imprinted with your MerchantIdentification Card, and all areas completed properly (i.e., Batch number, date, amount, numberofitems,etc.).
- For Discover / PayPalin-store Card transactions,the approved currency usedandthesignatureof yourauthorizedrepresentativeoremployee.

Note: PayPal is limited to U.S. currency.• The Batch/deposittotalmust match to the settled/reconciledamount displayed on the terminal upon closing the Batch. • Youcannot process a Credit transaction that does not correspond to a refund on a previoustransactionon the original SalesDraft.• Any discrepancies between the actual Media and electronic display must be reconciledand corrected beforestoring the Media(for merchants who contract to hold their Media) or before sending us the copies of the deposit. Otherwise, transactions may appear to be a new Submission and may be manually keyed (causing duplicate billing to Cardholders and resulting in Chargebacks)or we may not be able to retrievean itemwhen requestedbytheIssuer.
• Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, etc. (You must identify the shipping and handling charges incurred.) The refund amount may not be for more than the original Card sale amount.
• Alldollaramountsandotherhandwritteninformationmustbe clearly written. (Stray marks on the Credit Draft will render it unscannable/ illegible.)• It is your responsibility to ensure that the actual Media is batched correctlyand,depending on the terms of yourAgreement,either stored at your location or sent to Processor.(In some cases,the actualMedia is sent dailyto yourheadoffice,and forwardedto Processorforimaging.) • Do not circle or underline any information on the Credit Draft. •Imprint the Credit Draft with the same Card used by the Cardholder to make the original purchase when applicable.Youshould not credit an account that differs from the accountused for the originaltransaction.• You must confirm that your equipmenthastransmitted your Batchesto us at least once daily. Even if your equipment is designed or programmed to closeandsubmitBatcheswithoutyourintervention,it isultimatelyyour responsibility to confirm that the Batches have been transmitted to us for processing.
•Never give cash or check Credit refunds or other consideration for Card sales with the exception of the following type of Visa transactionsonly:
- Visa Easy Payment Service Transaction (Visa’s ‘no signature required’ program);Note: A batch is defined as: Sales Drafts and Credit Drafts received per day, per transaction date, per location (maximum, 500 documents per batch).
- A gift purchased as a Mail/Phone Order transaction;or - Visa prepaid Card transaction if the Cardholder states that the Visa prepaid Card has been discarded.32. Settlement
Except as otherwise set forth in this Program Guide, your funds for Mastercard, Visa, Discover, PayPal and American Express transactions will ordinarilybe processedandtransferredto yourSettlement Account within two (2) Business Days from the time a Batch is received by Processor if your Settlement Account is with the Bank. If your Settlement Account is not with the Bank or one of its affiliates, as otherwise agreed upon by the parties,your Mastercard/ Visa/Discover/PayPaltransactionswill ordinarily be processed and transferred to the Federal Reserve within two (2) Business Days from the time a Batch is received by Processor. The Federal Reservewilltransfersuchamountsto yourfinancialinstitution.

Have the Cardholder sign the Credit Draft, give the Cardholder the• appropriate copy, and deposit the Credit Draft immediately. Failure to process a creditwithin five (5) calendar days may result in a Chargeback. • Authorizationisnotrequired for Credits.
•You cannot intentionally submit a sale and an offsetting Credit at a later date solely for the purpose of debiting and crediting your own or a customer’saccount.
• You are responsible for paying all refunds submitted to us on your merchant account. We assume no responsibility for verifying any Credits or refunds.If you have been classified by Discover as having a Discover Direct Strategic Relationship with Discover, we will not acquire your Discover transactions and they will be subject to your agreement with Discover. If you have a direct relationship with PayPal, we will not acquire your PayPal in-store transactions (we will simply pass transaction data to PayPal) and they will be subject to your agreement with PayPal.
• Do not process a Credit transaction once a Chargeback is received.

Credits issued after a Chargeback has been received may not be recoverableandthemerchantwouldbe financiallyresponsibleforthe Credit as well as the Chargeback.
• YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO

INSTITUTE APPROPRIATE CONTROLS TO PREVENT EMPLOYEES

OR OTHERS FROM SUBMITTING CREDITS THAT DO NOT

REFLECTBONAFIDE RETURNSOR REIMBURSEMENTSOF PRIOR
TRANSACTIONS.

Youacknowledge and agree that if we had not agreed or do not acquire transactions for any Card type (i) we have no liability or responsibility whatsoever for the settlement of or disputes regarding those transactions and (ii) you will pursue directly with the related Card Organization all claims and disputes regarding those transactions. Youagree to pay us per item processing, authorization and other fees in the Application for any non-acquired transaction services you receive from us. For the avoidance of doubt, with respect to the payments you have elected to accept on your Merchant Processing Application, you authorize us to submit Card transactions to, and receive settlement for such transactions from, the applicable Card Organizations on your behalf.
• For Discover only include the last 4 digits of the merchant identification number.

33.1.1.Processing a Credit for American Express Transactions.

These are additional requirements for a Credit for purchases or payments made on an American Express Card.

To issue a Credit, you must:

33. Refunds/Exchanges (Credits)

33.1. Refunds.
1 . Compare the last four digits on the Sales Draft against the Card presented (when applicable).
• You must promptly complete and submit a Credit Draft for the total amount of the Credit which must include the following information:
2 .Have the Cardholder sign the Credit Draft (when applicable). 3 . Provide a copy of the Credit Draft to the Cardholder. - The accountnumber; You must not issue a Credit when there is no corresponding Charge, nor issue a Credit in exchange for cash or other consideration from a Cardholder. You must submit all Credits under the establishment where the Credit originated. A Credit must be issued in the currency in which the original Charge was submitted to us. You must issue Credits to the Card - The Cardholder’sname;
- Your name, city, state and Merchant Identification Number; - A description of the goodsor services;
- The transaction date ofthe Credit;
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 For Discover: You must securely retain legible copies of all Sales and Credit Drafts or any other transaction records for the longer of (i) 365 days or (ii) the resolution of any pending or threatened disputes, claims, disagreements or litigation involving the Card transaction. You must also keep imagesor other copiesof SalesDrafts for no less than three (3) years from the date of the Discovertransaction.
used to make the originalpurchase;however,if the Credit is for the return of a gift by someone other than the Cardholder who made the original purchase,applyyourusualrefund policy.

If the Cardholder indicates that the Card on which the purchase was originally made is no longer active or available, do the following:
• For all Cards except Prepaid Cards, advise the Cardholder that you must issue the Credit to that Card. If the Cardholder has questions, advise him or her to call the customer service number on the back of the Card in question.

For PayPal: the longer of (i) (A) one (1) year from the transaction date, or(B)ifthetransactiondatewassubjecttodispute,two(2)yearsfromthe transactiondateor(ii)thetimeperiodrequiredbyapplicablelaw.

For American Express: You must submit the Credit to your Processor, for payment. You must securely retain legible copies of all Sales Drafts and Credit Drafts or any other transaction records for 24 months from the date you submitted the corresponding Credit to us. You must also provide a copy of the Credit Draft to the Cardholder or as required by applicable law, truncate the Card Number and do not print the Card’s expiration date on copies of Credit Drafts delivered to the Cardholder.
• If the inactive or unavailable Card is a Prepaid Card, apply your usual refundpolicyforreturns.

If you issue a Credit, American Express will not refund the discount or any other fees or assessments previously applied on the corresponding Charge. The discount on Chargebacks will not be refunded.

Your return and cancellation policies must be fair and clearly disclosed at the time of sale in compliancewith applicable law. Your policies must be conveyed to the Cardholder prior to completion of the Charge and printed on a copy of a receipt or Sales Draft. Your refund policy for purchases on the American Express Card must be at least as favorable as your refund policyforpurchasesmadewithotherpaymentproductsor otherpayment methods.

34.2. Provide Sales and Credit Drafts. You must provide all Sales Drafts and Credit Drafts or other transaction records requested by us within the shortest time limits established by Card Organization Rules. You are responsible for any deficiencies in Card transaction data transmitted or otherwise delivered to us.

35. Lost/Recovered Cards
Return Policy recommendations. If a card is left behind and remains unclaimed, you should call the appropriate payment organization’s Customer Service team via the number below or the number printed on the back of the Card and they will instruct you on how to handle it:

Provide clear return instructions for your customers, including the following information:
• Customer service telephonenumber.
• Referencenumberforthereturn. Visa: 1-800-336-8472
Mastercard: 1-800-826-2181• Expected processing time for the Credit.

Discover: 1-800-DISCOVER (1-800-347-2683)
American Express: 1-800-992-3404
PayPal: 1-877-569-1113
• Returnaddress,preferablyona pre-formattedshippinglabel(if applicable).

You must submit all Credits to us within seven (7) days of determining that a Credit is due. 36. Chargebacks, Retrievals andOther Debits

36.1. Chargebacks.Cancellation Policy Recommendations.
• Provide document cancellation policy and terms and conditions on the contractthe Cardholdersigns,or on your website,as applicable.

36.1.1. Generally. Both the Cardholder and the Issuer have the right to question or disputea transaction.If suchquestionsor disputes are not resolved, a Chargeback may occur. A Chargeback is a Card transaction that is returned to us by the Card Issuer. As a result, we will debit your Settlement Account or settlement funds for the amount of each Chargeback. It is strongly recommended that, whenever possible, you contact the Cardholder directly to resolve a disputed transaction or Chargeback, unless the dispute involves a Discover Cardholder, in which case Discover rules and regulations expressly prohibit you from contacting the Discover Cardholder regarding the dispute. You are responsible for all Chargebacks, our Chargeback fees, and related costs arising from your transactions.
• Provide Cardholderwith a cancellation number that can be tracked in your records.

American Express Return Policy For Prepaid Products.

If your return policy for the purchase of prepaidproductsisdifferentfrom your standard return policy, you must ensure that such prepaid product- specific return policy is clearly disclosed to the Cardholder at the time of purchase in accordance with applicable law and also coded to print on all receipts and copies of Sales Drafts you provide to Cardholders.

33.2. Exchanges.

36.1.2. Transaction Documentation Requests. In some cases, before a Chargeback is initiated, the Issuer will request a copy of the Sales Draft via a request for transaction documentation. We will forward the request to you. You must respondto the requestwithin the time frame and manner set forthin the request. We will then forward your response to the Issuer. If you fail to timely respond, we will so notify the Issuer and a Chargeback may result. Upon receipt of a transaction documentation request, immediately retrieve the requested SalesDraft(s) using the following guidelines:
• No additional paperwork is necessary for an even exchange. Just follow your standard companypolicy.
• For an unevenexchange,complete a CreditDraft(follow the procedures outlined in Section 33.1.) for the total amount of only the merchandise returned.The Cardholder’saccount will be credited for thatamount.Then, complete a new Sales Draft for the total amount of any new merchandise purchased.

34. Retention of RecordsForRetrievalsand Chargebacks

34.1.RetainLegibleCopies.
• Makealegiblecopy,centeredon8-1⁄2x11-inchpaper(onlyone(1)Sales Draft perpage).

For Visa, Mastercard and STAR: You must securely retain legible copies of all Sales and Credit Drafts or any other transaction records for a period of thirteen (13) months from the date of each transaction and a period of five (5)years for the retention of healthcare Sales Draftsand CreditDrafts.

The Sales Draft you retain must comply with all requirements (see Section

28.1).

Write the‘case number’fromtherequestfortransactiondocumentation• on eachcopy/page.
• If applicable,make copiesof a hotel folio, car rentalagreement,or mail/ phone/internetorderform,orotherformofreceipt.
•If a Credit transaction has been processed, a copy of the Credit Draft is WFB2210(Rev00-10/19) 50
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DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Mastercard. Mastercard currently charges a $250 filing fee and a $250 review fee. Whether or not a decision is made in your favor, you will be responsible for all such fees and charges, and any other charges imposed by Mastercard, as they may change from time to time. Such fees and charges will be debited from your Settlement Account or settlement funds, in addition to the Chargeback.
also required.
• Lettersare notacceptablesubstitutesfor SalesDrafts.
• Respond via Dispute Manager, fax or mail legible copies of the Sales Draft(s)to thefaxnumberor mailaddressprovidedon therequestform.

You may be charged for the fax or mail options.
• If you fax your response, please set your fax machine to print your fax number and name on the documents that you send. We can use this informationtodeterminewherethedocumentationreceivedoriginated fromshouldadditionalresearchberequired.

For Discover and PayPal Chargebacks: If Discover or PayPal rejects our representment request and you feel strongly that the Chargeback is invalid,we may, at the discretionof Processorand on yourbehalf and at your request, submit the matter for dispute arbitration before Discover or PayPal.Discoverand PayPalchargesacquirers fees for representment requestsandmatterssubmittedto Discoveror PayPalforarbitration.We, in turn,may charge you fees for these items.
• Additionally, please set the scan resolution on your fax machine to the highest setting. The higher resolution setting improves the clarity of charactersandgraphicson thedocumentationtransmittedand
helps reduce the number of illegible fulfillments and/or Chargebacks. If the Chargeback is not disputed within the applicable time limits set forth by Mastercard, Visa, Discover, PayPal and American Express rules and regulations, reversal rights are forfeited. Our only alternative, for Visa and Mastercard non-fraud Chargeback reason codes, is to attempt a “good faith collection” to the Issuer on your behalf. This process can take up to six (6) months and must meet the Issuer’s criteria (e.g., at or above a set dollar amount. Good faith collection attempts are not a guarantee that any funds will be collected on your behalf. Issuers normally charge good faith collection fees, which are deducted from the transaction amount if accepted in addition to any processing fees that are charged by us.

If we do not receive a clear, legible and complete copy of the transaction documentation within the timeframe specified on the request,youmay be subjectto a Chargebackfor whichthere may be no recourse.

A handling fee may be charged by the Issuer and will be debited from your Settlement Account or settlement funds if a Transaction Documentation Request results from a difference in the following informationon the Sales Draft and the transmitted record:merchantname or anincorrectcity,state,foreigncountryand/ortransactiondate.

Palo Alto City CouncilApril 7, 2025

Palo Alto City Council
April 7, 2025