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PROCESSING TERMS AND CONDITIONS
<br />This Merchant Transaction Processing Agreement (together with its addenda, attachments, and schedules shall be hereinafter known
<br />as the "AGREEMENT"), is by and among the parties in the Merchant Application (the "PARTIES"). The AGREEMENT shall become
<br />effective as set out in the signature block of the Merchant Application.
<br />A. WHEREAS, TMS works with one or more financial institutions, including BANK, who are Members of VISA, Inc. ("VISA") and
<br />MasterCard International, Inc. ("MASTERCARD"), and provides transaction processing and other services and products
<br />("SERVICES") in relation to financial service cards issued by VISA, MASTERCARD, and other financial service card
<br />organizations, including certain ATM/Debit networks (together herein known as "CARD(S)");
<br />B. WHEREAS, TMS has a relationship with the Discover Network ("DISCOVER"), and American Express Travel Related Services
<br />Company, Inc. ("AMERICAN EXPRESS"), and other financial service card organizations, including certain ATM/Debit networks
<br />(collectively included in the definition of "CARDS" above). VISA, MASTERCARD, DISCOVER, AMERICAN EXPRESS,
<br />ATM/Debit Networks, and the other financial service card organizations and their related international entities shall be collectively
<br />known as "ASSOCIATIONS";
<br />Notice: Depending on MERCHANT's authorization and settlement composition, the reference to DISCOVER and
<br />AMERICAN EXPRESS in this AGREEMENT may not apply.
<br />C. WHEREAS, MERCHANT, in furtherance of its business operations, wishes to accept CARDS and have TMS and BANK process
<br />the resulting transactions ("SALES") pursuant to the terms and conditions set out below. For purposes of this AGREEMENT,
<br />ATM/Debit transactions shall mean those transactions processed on an ATM/Debit network ("NETWORK(S)") in an on-line real
<br />time environment requiring the entry of a personal identification number ("PIN"), and
<br />D. WHEREAS, MERCHANT may desire to be sponsored as a participant in certain NETWORKS, under the terms of the rules and
<br />regulations of each such NETWORK;
<br />E. WHEREAS, ASSOCIATIONS, NETWORKS, TMS, and BANK each have adopted rules and regulations relating to all aspects of
<br />SALES and SERVICES. Such rules and regulations, as amended from time to time, are incorporated herein by this reference
<br />and shall be referred to as the "RULES"; and
<br />F. WHEREAS, MERCHANT understands that this is an agreement for transaction processing and that the DISCOUNT (as defined
<br />herein) for the SERVICES is calculated based on certain factors, including without limitation, the term of this AGREEMENT, the
<br />number of transactions processed, the business type, the type of goods and/or services sold, and the method of processing; and
<br />G. WHEREAS, BANK has assigned and/or delegated some of its rights and obligations under this AGREEMENT to TMS; provided
<br />however that it is able to do so by the ASSOCIATIONS, NETWORKS, RULES, and any applicable law. In addition TMS has
<br />assigned and/or delegated some of its rights and obligations under this AGREEMENT to BANK; provided however that it is able
<br />to do so by the ASSOCIATIONS, NETWORKS, RULES, and applicable law;
<br />H. WHEREAS, all applicable ADDENDA are attached hereto and are made a part of this AGREEMENT.
<br />NOW, THEREFORE, in consideration of the mutual promises made herein and other valuable consideration, receipt and sufficiency of
<br />which are hereby acknowledged, the PARTIES do hereby agree as follows:
<br />1. GENERAL:
<br />1.1 As a result of MERCHANT submitting SALES for processing to TMS and BANK, TMS and BANK will process such SALES and
<br />BANK will credit or debit MERCHANT's DESIGNATED ACCOUNT (as defined herein) with the resulting financial proceeds of
<br />such SALES, provided, however, that no payment for SALES will take place unless and until BANK has received payment for
<br />such SALES from the ASSOCIATIONS. In addition, when a disputed transaction ("CHARGEBACK") occurs, MERCHANT agrees
<br />to provide all requested information to TMS and TMS agrees to forward such information to the ASSOCIATIONS in accordance
<br />with the RULES and the ASSOCIATIONS' dispute resolution guidelines. TMS and BANK are not responsible for the outcome of
<br />any CHARGEBACK.
<br />1.2 The CARDS designated herein will be processed under the terms and conditions of the AGREEMENT as long as TMS and BANK
<br />are contractually permitted to offer such SERVICES by the respective ASSOCIATIONS.
<br />1.3 On an exclusive basis, MERCHANT agrees to submit all SALES for processing from CARDS accepted in MERCHANT's
<br />business as described in the Merchant Application to TMS in accordance with the RULES and pursuant to the terms of this
<br />AGREEMENT.
<br />1.4 MERCHANT, TMS, and BANK agree to abide by the RULES, a summary of which is attached hereto. TMS, BANK, and
<br />ASSOCIATIONS may from time to time amend the RULES or operating procedures related to SALES and SERVICES.
<br />MERCHANT has been supplied with a summary of the RULES and by signing this AGREEMENT, acknowledges that it has
<br />reviewed them. MERCHANT agrees to comply with all applicable state, federal and local laws, rules and regulations ("LAWS").
<br />MERCHANT agrees to assist TMS and BANK in complying in a complete and timely manner with all LAWS and RULES now or
<br />hereafter applicable to any SALE or this AGREEMENT. MERCHANT will execute and deliver to TMS or BANK all such
<br />instruments that TMS or BANK may from time to time deem necessary. It is MERCHANT's responsibility to know all applicable
<br />LAWS and the RULES that apply to MERCHANT's acceptance of CARDS and to ensure that MERCHANT's equipment complies
<br />with all LAWS and RULES. MERCHANT agrees to indemnify, defend, and hold TMS and BANK harmless from and against any
<br />loss, cost or damage (including reasonable legal fees and court costs) incurred as a result of MERCHANT's failure to comply with
<br />applicable LAWS or RULES.
<br />1.5 MERCHANT agrees that it will not use for its own purposes, will not disclose to any third party, and will retain in strictest
<br />confidence all information and data belonging to or relating to the business of TMS and BANK, including but not limited to the
<br />terms of this AGREEMENT, and will safeguard such information and data by using a reasonable degree of care but in no event
<br />less than the same degree of care that MERCHANT uses to protect its own confidential information
<br />201108 MTPA Terms and Conditions Page 2 of 35 CONFIDENTIAL
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