FIRST NATIONAL BANK OF OMAHA/TSYS MERCHANT SOLUTIONS -2014

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PAYMENT ACCEPTANCE APPLICATIONS AMENDMENT TO THE MERCHANT TRANSACTION PROCESSING AGREEMENT 201405 TSYS PAYMENT ACCEPTANCE APPLICATIONS THIS Amendment ( "AMENDMENT "), by and between FIRST NATIONAL BANK OF OMAHA ( "BANK "), TSYS MERCHANT SOLUTIONS, LLC ( "TMS "), and "MERCHANT," the name of which is set out below, shall become effective on the date executed or approved by a duly authorized representative of BANK. BANK, TMS, and MERCHANT shall be collectively known hereafter as the "PARTIES." WHEREAS VISA, MASTERCARD, DISCOVER, AMERICAN EXPRESS, ATM /Debit Networks, and the other financial service card organizations and their related international entities shall be collectively known as "CARD BRANDS ". WHEREAS, BANK, TMS, and, MERCHANT are PARTIES to a Merchant Transaction Processing Agreement (together with its addenda, attachments, and schedules shall be hereinafter known as the "AGREEMENT "), under which BANK and TMS provide transaction processing and other services regarding credit and debit card sales transactions ( "SALES "), subject to the terms and conditions more fully set out in AGREEMENT; and WHEREAS, the PARTIES desire to amend the AGREEMENT as set out below. NOW THEREFORE, in consideration of the mutual promises made herein and other valuable consideration, receipt and sufficiency of which are hereby acknowledged, the PARTIES do hereby agree as follows: 1. GENERAL: 1.1 Capitalized terms that are not defined herein shall have the same meaning as when defined in the AGREEMENT. 1.2 To the extent TMS is not already a PARTY to the AGREEMENT, the PARTIES agree to amend the AGREEMENT to make TMS a party to the AGREEMENT. BANK will continue to sponsor MERCHANT into the CARD BRANDS, retain the responsibility of settling MERCHANT's SALES, and all other obligations that are required to be retained at BANK by the CARD BRANDS. TMS will be responsible for all other responsibilities and obligations to MERCHANT under the AGREEMENT, including but not limited to processing SALES and handling customer service. 1.3 TSYSO Acquiring Solutions, LLC ( "TSYS ") shall provide certain services and support for the products and services described in this AMENDMENT. The products and services described in this AMENDMENT are not offered by BANK. MERCHANT acknowledges and agrees that BANK and its affiliates are in no way responsible for the actions, inactions, performance or nonperformance of TMS or TSYS, or for disputes or resolving disputes of any kind arising from this AMENDMENT. 2. TSYS PAYMENT ACCEPTANCE APPLICATIONS TERMS AND CONDITIONS: 2.1 MERCHANT agrees to pay the fees as set out in the attached Enrollment form(s) and as may be amended from time to time. MERCHANT agrees to abide by all parameters set out in any specifications or documentation as amended from time to time. MERCHANT agrees to provide the information requested in the Enrollment form(s), attached hereto as Exhibit A and incorporated herein by this reference. 2.2 TMS and MERCHANT agree to add the following products and /or services to SERVICES: CounterPASS ❑ WebPASS ❑ Multi -PASS Mobile Payment Acceptance ❑ TSYS Hosted Payment ❑ 2.3 MERCHANT agrees to be bound by the following: 2.3.1 MERCHANT shall only use the products and /or services indicated above for MERCHANT's internal business purposes. 2.3.2 Title and ownership of the products and /or services indicated above remain with TSYS 2.3.3 MERCHANT may not (a) alter or modify the products and /or services indicated above, (b) reverse engineer, decompile, disassemble, or in anyway attempt to derive the source code for the products and /or services indicated above, or (c) transfer the products and /or services indicated above to any third party or make the products and /or services indicated above available to any third party as part of any time - sharing or service bureau arrangement. 201405 TSYS Payment Acceptance Applications Page 1 of 3 CONFIDENTIAL