Loading...
HomeMy WebLinkAboutTSYS MERCHANT SOLUTIONS, LLC DBA GLOBAL PAYMENTSDocuSign Envelope in 85AI5EAD-F9AE4B80-8EE6-FBACB34C4780 A-2022-233 INSURANCE ON -FILE WORN NIAY PROCEED UNTIL INSURANCE EXPIRES _I -I -%02S RENEWAL AGREEMENT CLERK DATE: �F COUNCIL I 1 pppp CITY OF SANTA ANA THIS RENEWAL AGREEMENT ("Agreement') is made and entered into on this 61h day of December 2022, by and between TSYS Merchant Solutions, LLC, dba Global Payments, Inc. & Its Subsidiaries, a Georgia corporation ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and 06VA laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of debit and credit card merchant payment processing services, including gateway transaction integration and support services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. The parties entered into an original agreement (A-2021-225) for debit and credit card merchant payment processing services, including gateway transaction integration and support services and now wish to renew said agreement for a multi -year term. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Merchant Card Processing Agreement attached hereto as Exhibit A. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in the Client Satisfaction Offer, which shall be deemed inclusive of all fees and charges payable by City, attached hereto as Exhibit B. For the full Term of this Agreement as covered under the provisions as set out herein below, funds to be expended shall not exceed a base contracted amount of $1,616,000, together with an annual $5,000 support and maintenance amount and a general annual contingency amount of 15%, for a combined maximum amount of $1,898,400, which sum shall constitute the Maximum Contract Compensation Cap. Page 1 of 12 DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780 a. The breakdown of these expendable funds by fiscal year shall be asset forth in the Contract Expenditure Table shown below: Contract Expenditure Table Support & Base Maximum Fiscal Year Maintenance Contract Percent Contingency Expenditure Amount Amount Contingency Amount Amount FY2022-23 $5,000 $195,500 15% $29,325 $229,825 FY2023-24 $5,000 $195,500 15% $29,325 $229,825 FY 2024-25 $5,000 $200,000 15% $30,000 $235,000 FY 2025-26 $5,000 $210,000 15% $31,500 $246,500 FY 2026-27 $5,000 $220,000 15% $33,000 $258,O00 FY 2027-28 $5,000 $230,000 15% $34,500 $269,500 FY 2028-29 $5,000 $240,000 15% $36,000 $281,000 FY 2029-30 $5,000 $125,000 15% $18,750 $148,750 $40,000 $1,616,000 $242,400 $1,898,400 b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Billing or invoice statements shall be presumed to have been received three (3) days after they are mailed or twenty- four (24) hours after being electronically transmitted in accordance with the provisions of Section 13 of this Agreement ("NOTICE"). c. Change Order Contingency: During the term of this Agreement, City may request optional services of Consultant at mutually agreed upon scope and fees. 1. Change Order No extra work may be undertaken unless a written "Change Order" is first given by the Contract Officer or his/her designee, to Consultant, incorporating therein any material change in the scope, fees and/or administration of this Agreement proposed by City. 2. Additional Work or Services (a) Extra Work or Services City shall have the right at any time during the performance of the work or services set forth in this Agreement, without invalidating said Agreement or any amendments thereto, to elect to exercise any existing option specified in the Scope of Services for extra work or services or to order extra work or services pursuant to a duly executed Change Order or to expend previously appropriated, but unspent contingency funds authorized to be carried forward by the Executive Director of Finance and Management Services to cover expenses for work or services agreed to by the parties but exceeding any annual City Page 2 of 12 DocuSign Envelope ID: 55AI 5EAD.F9AE-4B80.8EE6-FBACB34C4780 fiscal year compensation amount cap initially specified under the Compensation provisions of this Agreement or thereby make changes by altering, adding to or deducting from said work or services. (b) Maximum Contract Compensation Cap Net total compensation to Consultant shall not, as the result of any Change Order, exceed the maximum contract compensation amount set forth under Section 2 ("COMPENSATION"), subsection a. of this Agreement, unless an increase in maximum contract compensation is agreed to by the parties pursuant to a duly executed amendment of this Agreement. d. Coordination of Work or Services Representative of Consultant The following officer of Consultant is hereby designated as being the representative of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Global Payments Integrated Carl Van Laethem Representative Client Success Advisor/National Accounts It is expressly understood that the experience, knowledge, capability and reputation of the foregoing officer & representative is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing officer & representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. 2. Contract Officer The Contract Officer shall be the person designated hereunder by City. It shall be Consultant's responsibility to assure that City's Contract Officer is kept informed of the progress of the performance of the consulting services set forth in this Agreement and Consultant shall refer any decisions which must be made by City to the Contract Officer. The Contract Officer shall have authority to enter into Change Orders with Consultant pursuant to this Agreement. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. City of Santa Ana Kristine Ridge, City Manager Contract Officer or designee 3. TERM Page 3 of 12 DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EES-FBACB34C4780 The base term of this Agreement shall commence on the date first written above and shall expire on December 31, 2025, with provision for two extension options of three years, and one year; respectively, ending December 31, 2029, unless terminated earlier in accordance with Section 9, below. This Agreement shall cover all services provided by Consultant since July 1, 2022. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant -shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall produce and maintain for the duration of the Agreement claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant and shall require its subcontractors, agents, representatives, or employees, if any, to obtain and maintain insurance as described below. Consultant shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, invasion of privacy and breach of data. a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence, $4,000,000 aggregate. Limits can be obtained with a combination of primary and excess/umbrella coverages. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code I (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $2,000,000 per accident for bodily injury and property damage. Limits can be obtained with a combination of primary and excess/umbrella coverages. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence Page 4 of 12 DocuSign Envelope ID: 85A15EAD-F9AE-4B80.8EE6-FBACB34C4780 or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 5. Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. i. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" coverage of the Agency may be endorsed onto the Consultant's Cyber Liability Policy. 6. Crime liability insurance with a limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in fill force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. City of Santa Ana, its officers, employees, agents and representatives shall be Additional Insureds with respect to General Liability Insurance and Auto Liability Insurance is Primary and Non -Contributory. iv. Certificates and policies shall state that the policies shall not be canceled without thirty (30) days prior written notice to the City of cancellation with ten (10) days prior notice for non-payment of premium in accordance with policy provisions. Similar notice of reduction or Page 5 of 12 DoeuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780 material change shall be given if coverage falls below or is not in compliance with the contract requirements. v. Consultant shall supply City with a fully executed additional insured endorsement. vi. Certificates of insurance endorsements shall show the City as a certificate holder as follows: City of Santa Ana Risk Management Division, 4th Floor 20 Civic Center Plaza Santa Ana, CA 92701 vii. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. 7. Broader Coverage: If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. 8. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. a. Other Insurance Provisions Additional Insured Status: The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Please. note, if there is an insured vs. insured exclusion on the Consultant's policy, carefully review with the Consultant and their insurance carrier on whether being added as an additional insured onto the Consultant's policy removes your organization's ability to file suit against the Consultant and draw upon the policy should final adjudication in a lawsuit state that the Consultant shall pay damages to your organization. Page 6 of 12 DocuSign Envelope ID: 85A15EAD-FgAE4B80-8EE6-FBACB34C4780 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary. Coverage for commercial liability shall be at least as broad as ISO CG 20 0104 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity. 4. Waiver of Subrogation: Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions: Self -insured retentions must be declared to the Entity. The Entity may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A- :VII, unless otherwise acceptable to the Entity. 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of contract work. 8. Verification of Coverage: Consultant shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Page 7 of 12 DocuSign Envelope ID: 85AI5EAD-F9AE-4B80-8EE6-FBACB34C4780 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from subcontractors. 10 Special Risks or Circumstances: Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 6. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 8. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 9. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: 1. As a condition of such payment, the Executive Director of Finance and Management Services may require Consultant to deliver to the City all work product(s) completed Page 8 of 12 DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780 as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. 2. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 10. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 11. JURISDICTION- VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 12. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication required or made pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or by express mail courier (i.e. FedEx, UPS, etc.), or sent by fax or email communication in the manner provided in this section. Any such notice shall be addressed to the other party at the address set forth below. Consultant invoice/billing statement notices to City shall be sent to City's Primary Representative/Project Manager or designees. All notices, including invoice/billing statement notices and notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by regular mail, or the next day if sent by overnight delivery. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. If sent by email, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the delivery time stamp notated by the internet service provider, addressed as set forth above. For purposes of calculating these time frames, Page 9 of 12 DocuSign Envelope ID: 85A15EAD-F9AE4B80-8EE6-FBACB34C4780 weekends, City Hall closure dates, federal, state, County or City holidays shall be excluded. If to City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 With courtesy copies to: Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M- 17) Santa Ana, CA 92702 Phone: (714) 647-6960 Fax: (714) 647-5414 If to Consultant: TSYS Merchant Solutions, LLC, dba Global Payments Attn: David Green Corporate Secretary One Heartland Way Jefferson, IL 47130 Fax: (480) 333-7979 Representative or designees Consultant Primary Representative/Project Manager shall be: Carl Van Laethem Client Success Advisor/National Accounts Global Payments Integrated Phone: (801) 772-1671 Email: carl.vanlaethemna lobalpay.com City Primary Representative/Project Manager shall be: Willard Holt, Treasury and Customer Services Manager 20 Civic Center Plaza (M-15), Room 1105 Santa Ana, CA 92701 Phone: (714) 647-5456 Fax: (714) 647-5304 Email: wholt cr,santa-ana.org Page 10 of 12 DocuSign Envelope ID: 85A15EAD-F9AE-4B80.8EE6-FBACB34C4780 City Alternate Representative/Project Manager shall be: Alex Gutierrez, Senior Analyst Treasury and Customer Service Division 20 Civic Center Plaza (M-15), Room It 03 Santa Ana, CA 92701 Phone: (714) 647-5497 Fax:714-647-5304 Email: agutierrez (a Santa-ana.org A party may change its address or representative or designees by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address and/or new representative or designees. 14. COUNTERPART SIGNATURE AND DELIVERY This Agreement must be signed below and may be signed in separate counterparts including facsimile copies and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Each counterpart (including facsimile copies) is deemed an original and all counterparts are deemed on and the same instrument and legally binding on the parties. Any subsequent amendments to this Agreement may be signed and delivered in the same manner. 15. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 2. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Provided however, that in the event that any provision of any exhibit is in direct conflict with the provisions of this Agreement then the terms of this Agreement will prevail solely with respect to any such directly conflicting provisions, or portions thereof. (Signatures on. folloWng page) Page 11 of 12 DocuSign Envelope ID: 85A15EAD-F9AE-4880-8EE6.FBACB34C4780 IN WITNESS WHEREOF, the patties hereto have executed this Agreement the date and year first above written. A✓TT/EST .e' CITY OF SANTA ANA Clerk of the CVULB7H � Knstme Ridge City Manager APPROVED AS TO FORM: Sonia a alh City }to e CONSULTANT: M RECOMMENDED FOR APPROVAL: Kathryn Downs (Nov 14, 202212:17 PST) Kathryn Downs Executive Director Finance and Management Services Agency E0 u9lgnetl by: w;d C. 04Kf. BBBB]29M4 E457_. SB David Green Corporate Secretary Pa:ie 12 of 12 DocuSign Envelope ID: 85A15EAD-FOAE-4B80-8EE6-FBACB34C4780 EXHIBIT A MERCHANTCARD PROCESSING AGREEMENT DocuSign Envelope ID: 85Al5EAD-F9AE4B80-8EE6-FBACB34C4780 MERCHANT CARD PROCESSING AGREEMENT PLEASE READ SECTION 20 ("ATTORNEY FEES; ARBITRATION; CLASS ACTION WAIVER") CAREFULLY .AS IT RELATES TO ARBITRATION AND CLASS ACTIONS While all terms in this Merchant Agreement are important, here is a summary of some sections on which we occasionally receive questions. These are common clauses in merchant processing agreements throughout Our industry. • The introductory paragraphs explain that the Merchant .Agreement consists of other documents in addition to this Merchant Agreement. • We can amend your Merchant Agreement by providing you with 15 days' notice or, under certain circumstances, with less than 15 days notice (see section 10). • Unless confirmed otherwise on your application, the initial term of this Merchant Agreement is three years. If you terminate early without cause, you may be required to Pal an early termination fee (see section 11). • The proceeds you receive from transactions are provisional credits. We can charge or debit your settlement account to recover these provisional credits. We can also debit your Settlement Account to recover other ammmts that you may owe us (see Section 12). • If you dispute any charge or funding, you must notify its within 30 days of the date of the statement (see section 12 5). • In some circumstances, we may require the establishment of a reserve account with us so we can mitigate risks. Section 13 explains how that reserve account will he funded and how we may use money in that account. • Our processing fees are set out in detail in the Merchant Application. We may change these fees. but most ordinarily notify you before doing so (see Section 16) • This agreement contains an arbitration clause (see Section 20.2) and a class action waiver (see Section 20 3). • This agreement is a complete and final agreement between us. It supersedes any previous negotiations we may have had on the services and products. (Section 21). This Merchant Card Processing Agreement 1"MPA-) is for merchant card payment processing services among the merchant ("Merchant'I that signed the Application for Merchant Card Processing ("Merchant Application"). Member Bank, and Processor. The Merchant Application and the MP.A are part of the "Merchant Agreemenf as defined below. Subject to the requirements of the Operating Rules, Processor and Member Bank reserve the right to allocate duties and obligations amongst themselves as they agree appropriate in their sole discretion, and Member Bank or Processor may jointly or individually assert or exercise any rights or remedies provided hereunder. If Merchant wishes to address any act or omission by, or make or bring env claim or action against, Merchant Bank or Processor relating to this Merchant Agreement, it shall first discuss such issue with Processor prior to making or bringing an, claim or action against Member Bank (in which case Processor shall address the issue as agreed with Member Bank). Member Bank is responsible for sponsoring Merchant with Visa and Mastercard, and for settlement of Merchant sales funds. Unless otherwise noted, all other products, services and obligations to Merchant are the sole responsibility of Processor. ,VISAJ0. Inc, (`Visa") and Mas[ercarchk International, bar ("Mastercard"), the Discoverle Network ("Discover"), and the American ExpressaT Network P'Amencan Express') are collectively known herein as the "Card Associations." If elected by Merchant on the Merchant Application, Processor will settle American Express:) Cud and Discuve'R Network transactions in accordance with the terns set forth in the Merchant Application and in doing so, Processor does not represent or indicate in any way that Member Bank sponsors Processor into the American Express Network and Discover Network. If Merchant elects and is approved to participate in the American Express OptBlue Program. Merchant agrees to comply with the American Express OptBlue Merchant Operating Guide, which may be accessed at wiwis.aineccnxcoresscommerchmtooguide. Member Bank does not sponsor Process., into the .American Express Network and Discover Network, is not providing or agreeing to provide Merchant rely services hereunder with respect to American Express Card and Discover Network Card transactions, does not determine or approve or agree upon any fees, charges, pricing, or any other tents and conditions, relating to American Express Card and Discover Network Card transactions, and has no responsibility or liability to Merchant for American Express Cud and Discover Network Card transactions. Nor does Member Bank provide or agree to provide Merchant any services hereunder or have any responsibility or liability to Merchant with respect to any PIN -based debit or stored value or electronic benefit transfer transactions (except only to the extent, it any. required under Visa s or Mastercard's Operating Rules or mandatory provisions of applicable law), or any Pay Pal trnasactions, 1CB, Carte Blanche, or other Cud type Immunities (other than Visa and Mastercard Credit and non -PIN based debir/stmed value /electronic benefit transactions, including any such transactions made with Diner's Intemational Cards which also carry the Mastercard Mark and are processed as Mastercard transactions), any Crosscheck or other Check Services transactions, merchant gift or loyalty card transactions, or any other services specified in the Merchant Application as covered in whole or in part by this Agreement but as not being provided by Member Bank. No reference to Member Bank herein shall be deemed to create now obligations or liability of Member Bank with respect to American Express Card or American Express Network transactions or Discover Network Cards or Discover Network Card transactions, or to any of the other types of Cards transactions or services referred to above or in the Merchant Application as not being provided by Member Bank. The appendices, addenda (including but not limited to the ACH .Addendum, and Petro Addendum if applicable), schedules, Fee Schedule, applicable product or services terms as indicated on the Merchant Application, and ACH Terms and Conditions that accompany this MPA, as amended from time to time as provided herein, are part of the terms and conditions of this MPA, as are the Merchant Application and the Operating Rules, and me hereinafter individually and collectively referred to as the "Merchant Agreement.' The Operating Rules for Visa are located at rips -'um visa co ma ooe t'conx r evv sa-n les ht nl, and the Operative Rules for Mastercard are located at hltps'./hycvvvmaxercardus/en- Li /busiaess/overview/suppommles.html. Capitalized terms used in this Merchant .Agreement which are not defined herein .shall have the meaning given to them in the Merchant Application, which is incorporated by reference into this Agreement and may be amended from time to time by Merchant Bank or Processor upon notice to Merchant. According to the processing services selected by Merchant mi the Merchant Application and, in accordance with the terms of this Merchant Agreement and applicable Operating Rules. Merchant agrees to participate in Processor's Card processing program by humoring Cards in accordance with this Merchant Agreement. and to submit Transaction Receipts, Credit Transaction Receipts and other electronic data to Processor for the Card Program services provided by Processor. With respect to Visa and Mastercard Transactions'. Member Bank is responsible for providing settlement funds directly to Merchant, and Processor shall nut have access to or hold settlement funds. 1. MERCHANT'S APPLICATION AND INFORMATION. By completing the Merchant Application, Merchant applies for the Card Program services cowered by the Merchant Application and the Merchant Agreement. In their sole and absolute discretion, Processor and/or Member Bank may accept or reject Merchant's Merchant Application. Merchant may present Transactions to Processor only for the activities and in the volumes described on the Merchant Application, including the percentage of Ma1LPhone Order and Electronic Commerce Transactions. The earlier date of the presentation of the first Transaction, including any test Transaction, by Merchant to Processor or the date Processor approves the Merchant Application signifies the effective date of the Merchant Agreement (the "ElTective Date"). By either Merchant's signature on the Merchant Application or Merchants processing a Transaction (including a test Transaction) with Processor. Merchant a@irmanvely accepts and agrees to be bound by the Merchant Agreement. 2. MERCHANT'S GENERAL DUTIES. 2A General. Merchant will comply with the Merchant Agreement for submitting and processing Transactions with Processor. Processor is responsible to Merchant for processing Transactions under the Operating Rules for the Card Program services to which Merchant subscribes, which may vary among Card types. 2.2 Merchant's Responsibility for Acts of0thers. Merchant, and not Member Bank or Processor, is responsible for any advice from, acts of as well as omissions, acts of fraud or acts of misconduct by, Merchant's employees, processors. consultants, advisors. contractors, Merchant Servicers, Agents, officers and directors. Merchant, and not Member Bank or Processor. is responsible for the use, unauthorized use or misuse of Merchant's equipment, POS Equipment, or software_ 2.3 Electronic and Paperless Notices and Disclosures. Merchant consents to receiving electronically rather than in paper form all written notices, disclosures and other documents ("Documents-) which are to be provided by Processor to Merchant under the Merchant Agreement Processor will notify Merchant that a Document is available at Processor's web site with a link to that specific page of the web site containing the Document. Merchant agrees that such notification may be sent to Merchant at the e-mail address provided as part of the Merchant Application. By Merchant affirmatively checking the box to consent to receive paperless delivery of IRS Notices on the Merchant Application, if applicable, Merchant acknowledges that it has reviewed and received the Consent to Paperless Delivery of IRS Notices, located at hop /rwwnwAsys.com/documents.html and that Merchant consents and agrees to receive IRS notifications by paperless delivery. Merchant understands and acknowledges that access to the Internet and e-mail are required for Merchant to access Documents electronically or by paperless delivery and Merchant confirms that Merchant has such access. Merchant understands that there are costs related to accessing Documents electronically or by paperless delivery mid Merchant agrees that Merchant is responsible for these related access costs. At any time, and without giving Merchant advance notice, Member Bank and/or Processor may elect not to send a Document electronically or by paperless delivery, in which case a paper copy of the Document will be sent to Merchant at Merchant s last known address, as provided by Merchant. or such Document shall otherwise be provided as provided for herein. 3. PROCEDURES FOR CARD TRANSACTIONS. 3A Honoring Cards. (a) Limited Acceptance. If appropriately indicated herein, Merchant shall be a Limited Acceptance Merchant, which means that Merchant has elected to accept only certain Visa and Mastercard card types as indicated on the Merchant Application, or via later notification. The Visa or Mastercard Credit acceptance option on the Merchant Application refers to Visa Credit and Business transactions, and is what Mastercard refers to as "Other Card" transactions. Notwithstanding anything to the contras in the .Application, Merchant can elect 10 to accept only Visa or Mastercard non -PIN based debitstored value/electronic benefit transactions (sometimes referred to as 'signature debittransactions, whether or not an actual signature is required), or (it) to accept only Visa or Mastercard Credit transactions, or (iii) to accept all Visa or Mastercard Credit and signature debit transactions. prodded, however, that a Merchant who accepts any Visa or Mastercard Card types must accept all valid Visa or Mastercard Card types issued by a non-U.S. issuer. Merchant is not required Page IoFlo UNIVMERAOMT 22.0421 DocuSign Envelope ID: 85A15EAD-F9AE-4680.8EE5-FBACB34C4780 to accept Card brands other than Visa or Mastercard in order to accept Visa or Mastercard Cards (except that transactions using Diner's Intonational Cards which also carry the Mastercard Mark must be accepted if Merchant accepts Mastercard Card transactions of the same type). Merchant Bank and Processor have no obligation other than those expressly provided under the Operating Rules and applicable law as they may relate to Limited Acceptance. Member Bank's and Processor's obligations do not include policing card types at the point of sale. Merchant will be solely responsible for the implementation of its decision for limited acceptance including but not limited to policing the card types) of transactions at the point of sale submitted for processing by Processor: Should Merchant submit a transaction For processing for a card type it has indicated it does not wish to accept, Processor may process that transaction and Merchant will pay the applicable fees, charges, and assessments associated with tlmttransactfon. Merchant will complywith any applicable laws and Operating Rules for the card type processed. (b), Discover If Merchant has chosen to accept Discover Card Transactions inthe Merchant Application, Merchant must accept Discover Cards at all Merchant establishments, including in payment for purchases of goods and services, for charitable contributions and for Cash Over Transactions, when properly presented for payment by a Cardholder. Subject to this Section, a. Merchant must create a Transaction Receipt for each Discover Card Transaction and deliver at least one copy of the Transaction Receipt to the Cardholder. A Merchant may issue a Cash Over in connection with a Discover Card Transaction. Merchant must deliver a single Authorization Request for the aggregate total of the goods/services purchase anoint and the Cash Over amount. In addition, the Transaction Receipt must include both the purchase amount and the Cash Over amount. - (c) PayPaITM. If Merchant has chosen to accept PayPal Payment Card Transactions in the Merchant Application, Mel hant mast accept PayPal Payment Cards at all Merchant establishments, including in payment for purchases of goods and services and for charitable contributions when properly presented for payment by a Cardholder, Subject to this Section, a Merchant must create a Transaction Receipt for each PayPal Card Transaction and deliver at least one copy of the Transaction Receipt to the Cardholder. (d) American Express. If Merchant has chosen to accept American Express® Cards in the Merchant Application, Merchant must accept American Express Curds as payment for goods and services sold, or (if applicable) for charitable contributions made, at all of its establishments, except as expressly permitted by stale statute. Merchant is jointly and severally liable for the obligations of Merchant's establishments under the Merchant Agreement. In the event Merchant's American Express annual charge volume exceeds $1,000,000 in a rolling twelve month period or is greater than $100,000 in any three consecutive months, Merchant will be considered a High CV Merchant by American Express mid will be required to enter into a direct merchant card acceptance agreement with American Express. Upon any conversion to a direct agreement with American Express, Merchant will be bound by American Express' then torrent Carr] Acceptance Agreement and to any pricing and fees set by American Express. Merchant has the right to opt -out of acceptance Of American Express Cards at any time without affecting Merchant's rights to accept other card types. If Merchant elects to receive messages from American Express regarding products, services and resources available to it, as indicated on the Merchant Application, Merchant agrees messages maybe sent by American Express to the phone numbers, fax numbers or email addresses provided by Merchant. If a wireless number is provided, Merchant agrees communications may be sent via SMS or text in addition to automated calls. Merchant may opt out of receiving messages by contacting Processor. (a) EBT Transactions. If Merchant has chosen to accept Electronic Benefits Transfer ("EBT") transactions, Merchant agrees to issue United States Department of Agriculture, Food and Nutrition Services ("FNS") food stamp benefits ("FS Benefits") and/or government delivered cash assistance benefits ("Cash Benefits," and with FS Benefits, "Benefits') to recipients ("Recipients") in in accordance with the procedures specified herein, and in all documentation mid user guides provided to Merchant by Processor, as amended from time -to -time; mid pursuant to the Quest Operating Rules (the "Quest Rules), as amended from time-lo-time, issued by the National Automated Clearing House Association as approved by the Financial Management Service of the U.S. Treasury Department. Unless otherwise defined herein, all capitalized terns shall have the meanings ascribed them in the Quest Rules. Merchant will provide each recipient a receipt of each Benefit issuance. Merchant will be solely responsible for Merchant's issuance of Benefits other than in accordance with authorizations. Merchant agrees to comply with all One requirements, laws, rules and regulations pertaining to the delivery of services to Benefit Recipients and Benefit Recipient confidentiality. If Merchant issues FS Benefits under this Merchant Agreement, Merchant represents and warrants to Processor that Merchant is an FNS-authorized "Merchant" (as such tern is defined in the Rules) and is not currently suspended or disqualified by FNS. Merchant agrees to secure aid maintain at its own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect tire issuance and distribution of Benefits under this Merchant Agreement, including without limitation, any applicable franchise tax certificate and non -governmental contractor's certificate, and covenants that Merchant will not issue Benefits at any time during which Merchant is not in compliance with the requirements of any applicable law. Merchant agrees to hold Processor harmless from any costs of compliance or failure to comply with illy such obligation by Merchant. Processor may terminate or modify the provision of services to Merchant if any of Processor's agreements Willi government EBT agencies are terminated for any reason or if any party threatens to ternamate services to Processor due to some action or inaction on the par( of Merchant. Nothing contained herein shall preclude. the Stale from commencing appropriate administrative or legal action against Merchant or for making airy referral for such action to any appropriate Federal, State, or local agency Any references to "State" herein shall mean the State in which Merchant issues Benefits pursuant hereto. If Merchant issues Benefits in more than one Stare pursuant hereto, then the reference shall mean each such Stale severally, majoiutly. Page 3.2 Operating Procedures for Transactions. fit accepting Cards for the purchase of Merchant's goads and services, Merchant shall comply with the requirements of the Merchant Agreement, including but not limited to the Operating Rules, as the same are revised from time to time. 3.3 Submission of Valid Transactions. (a) Merchant will submit to Processor a Transaction only if the 'Transaction is made or approved by the Cardholder who is issued the Card used for the Transaction. The but of verifying the identity of the Cardholder and the Cardholder's authority to initiate u Transaction rests solely with Merchant. Merchant will not submit directly or indirectly: (i) any Transaction that Merchant knows or should have known to be fraudulent or not authorized by the Cardholder; (a) any Transaction that results from a transaction outside of Merchant's normal course of business, as described on the Merchant Applicalion; or (iii) any Transaction containing the account of a Card issued to Merchant or any account numbers issued to Merchant's business owners, family members, principals or employees for Transactions that do not represent a purchase of goods or services from Merchant or a credit transaction related to a purchase of goods or services from Merchant. (b) If at any time the volume of.Transactions substantially exceeds or decreases from the projected annual volume stated on the Application,or if at any time Processor suspects fraud, money laundering or violations of the Operating Rules, Processor may, in its sole and absolute distinction and in addition to other remedies that the Processor may have: (i) refuse to process the excessive or suspect Transactions; (it) process the Transactions and retain the funds received from processing until such time as the excess or suspect Transactions are found to be valid or invalid and processed in accordance with the Operating Rules; (iii) suspend processing and/or terminate the Agreement; or (iv) amend the Merchant Agreement to protect the interests of Processor. 3.4 Payments to Merchant for Vulid'fra in ctions. (a) Member Bank and Processor will provide provisional credit to Merchant for each undisputed and valid Transaction that Merchant submits to Processor by crediting Merchant's Settlement Account, provided Member Bank and Processor have received settlement for the valid Transaction through the Interchange procedures specified by the Card Association applicable to the Card used for the Transaction (Member Bank and Processor do not provide payment for all Card types for which Authorization services are provided). Member Bank and Processor are net obligated to provide provisional credit to Merchant for Transactions submitted that are not valid Transactions, and may suspend or discontinue any provisional credit in Member Bank's and/or Processor's sole and absolute discretion, including for any reason that would juslity termination of this Merchant Agreement. Each provisional credit from Member Bank and Processor to Merchant will be subject to adjustment, including revocation, upon Processor's finder review and verification. Provisional credit to Merchant for it Transaction disputed by a Cardholder for any reason is not final (b) Member Bank and Processor Only deduct from any payment to Merchant the amount of any Credit Transaction Receipt processed for Merchant, any Chargeback to Merchant, any amount to be deposited in the Reserve Account and any Processing Fees and amounts sufficient to reimburse Member Bank and Processor for the amount of any Card Association assessments (sometimes referred to as "fines" or "penalties') or charges due from Merchant or for any current or future obligation of the Merchant (hat arises under the Merchant Agreement. Merchant must immediately pay Member Bank and Processor the amount by which a Credit Transaction Receipt processed on any day exceeds valid Tolusuctions submitted on that day. Without limiting Member Batik's and Processor's remedies, Member Bank and Processor may obtain.. the amount due by deducting it firm the Settlement Account, Reserve Account or other accounts of or fiords due Merchan. (c) Merchant acknowledges that all payments and credits provided to Merchant are provisional and subject to suspension, to Chargebacks and (o adjustments in accordance with the Merchant Agreement, including, but net limited to the Operating Rules. 3.5 Retrieval Requests. If Merchant deposits Transactions with Processor through magnetic (ape, electronic transmission, or electronic data capture terminal, upon the request of a Card Association, Processor or Member Bank, Merchant shall respond to all Retrieval Requests within the time frames specified in the applicable Operating Rules. If Merchant does not respond or responds late to a Retrieval Request, Merchant may be without recourse as Chargebacks for "non receipt of requested item' in most cases, taro( be reversed. Member Bank and Processor are not obligated to provide provisional credit to Merchant for any Retrieval Request and may suspend or discontinue any provisional credit in their sole and absolute discretion. 3.6 Equipment, Supplies; Displays. Important Note: Merchant acknowledges and agrees that Member Bank and its affiliates have no duly, obligation or liability whatsoever for: (1) the POS Equipment, herein; (2) any actions or omissions of Processor with respect to the POS Equipment; (3) failure of merchant to perform routine maintenance and updates to the POS Equipment; (4) any failure of merchant to adhere to standard security requirements as it relates to the POS Equipment; or (5) any claims or disputes arising out of the foregoing. (a) At Merchant's request, Processor will supply Merchant with point -of -sale equipment, including a terminal, router or other compatible or ancillary equipment, hardware or device (collectively "POS Equipment). Processor will use good fault efforts to In or configure the POS Equipment to operate at the Merchant Outlets in compliance with the Operating Rules; however, Processor makes no representations or warranties that Processor's programming of the POS Equipment Furnished by Processor will operate in compliance with the Operating Rules and applicable law. If Processor supplies Merchant with POS Equipment or other equipment, then Merchant must return such equipment upon termination of this Agreement. (b) The individual providing the terminal to Merchant is an employee of Processor, unless otherwise identified as an independent sales contractor. Merchant 2 of 10 UNIVMERAGMT v22.0421 DocuSign Envelope ID: 85Al5EAD-F9AE-4B80-8EE6-FBACB34C4780 acknowledges and understands that POS Equipment may be supplied to Merchant that is the property of Processor and is being provided to Merchant for free use subject to the Following conditions and requirements: C) Merchant shall be liable For a $495 fee for non -return of Processor supplied POS Equipment ifMerchanl terahinates or ceases processing under the terms of this Agreement before the expiration of the initial or renewal term of this Merchant Agreement and fails to return the POS Equipment within ten days of termination or of ceasing processing. (it) Merchant shall be liable for a $450 fee for non-retum of Encryption Exchange POS Equipment if applicable; (iii) Merchant will be liable for any damages to the POS Equipment from the misuse or negligent use or handling of the POS Equipment; (iv) Merchant will be liable for any reasonable monthly fee as determined by Processor for paper or other supplies provided by Processor for use with the POS Equipment; and (v) Processor, at its absolute and sole discretion, may allow for one terminal exchange at no charge, but may charge additional fees for subsequent exchanges. (e) All Processor and third party POS Equipment and services provided or procured by Processor under this Merchant Agreement are provided "AS -IS." Processor makes no warranty as to this POS Equipment's fitness for any particular purpose (or any other Warrmtty) and disclaims any liability resulting from the POS Equipment or Merchant's use of the POS Equipment. (d) Merchant acknowledges that Processor or a third party is supplying the POS Equipment and that Member Batik shall have no responsibility or liability for the POS Equipment supplied to Merchant. (e) Merchant will use only the forms for Transactions and electronic processing Formals provided or approved in advance by Processor. Processor may change the forms from time to time, and, upon notification, Merchant will comply with any changes. Merchant will use Transaction forms or materials provided by Processor only for Transactions which Merchant submits to Processor. (f) Merchant nary not (i) indicate or imply that the Card Associations, Processor or Member Bank endorses any Merchant goods or services, (fi) refer to a Card Association, Processor or Member Bank in sitting eligibility for Merchant's products, services or membership, or (iii) use any marks, symbols or logos owned by any Card Association, Processor or Member Bank for any purpose other than those permitted in the Operating Rules, provided that any use of Processor's or Member Bank's marks, symbols or logos shall be in accordance with and subject to any branding guidelines provided by Processor and Member Bank. Merchant acknowledges (list Member Bank and Processor shall remain the sole and exclusive owners of their respective intellectual property and Confidential Information (defined below). Except to the extent expressly provided herein, no rights to Processor's or Member Bank's intellectual property or Confidential Information are granted hereunder, and all rights therein are expressly reserved. 3,7 Europay/Masteravd/Visa ("EMV") Chip Card Compliance. Merchant agrees that if Merchant does not use POS Equipment that has been certified EMV chip card compliant and enabled or when a lost or stolen chip and PIN card is used at an EMV enabled terminal capable of processing chip and signature only, Merchant may be liable for payment of any transactions submitted for chargebuck by the applicable EMV chip card issuer(s). 4. MERCHANT'S WARRANTIES. Upon signing the Merchant Application, and each time Merchant submits aTransaction, Merchant represents and warrants that'. 4.1 Merchant lies abided by the Merchant Agreement, and all applicable laws , the Operating Rules; 4.2 Each statement made oil the Merchant Application was trueas ofthe(late Merchant signed the Merchant Application agreeing to be bound by the Merchant Agreement; 4.3 'There have been no materially adverse changes in information provided in the Merchant Application or in Merchant's financial condition, or management; 4.4 Merchant (loss not do business undera trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant's business or the product lines that Merchant sells not previously disclosed; 4.5 The Transaction is genuine and arises from a bona fide sale of merchandise or services by Merchant, represents a valid obligation for the amount shown on the Transaction Receipt and does not involve the use of the Card for any other purpose; 4.6 Merchant has title to the Transaction and Transaction Receipt- there are no liens or other encumbrances on it, and Merchant has the authority to convey the Transaction for processing; 4.7 The Transaction is not subject to any dispute, set-off or counterclaim; 4.8 The Transaction has not been previously presented for processing unless allowed by the Operating Rules; 4.9 Each statement on the Transaction Receipt is true, and Merchant has no knowledge of facts that would impair the validity or collectability, of the amount of the Transaction; 4.10 The person who executes the Merchant Application on behalf of Memhant has the full power and authority to execute the Merchant Application and to enter into the Merchant Agreement; 4.11 The Merchant Agreement is the legal, valid, and binding obligation of Merchant enforceable against Merchant in accordance with its terms; 4.12 Merchant shall submit Transactions only in accordmice with the fulmination contained in the Merchant Application mid the Merchant Agreement; 4.13 Merchant has the power and authority to authorize the solutions funds transfer provided for in the Merchant Agreement; 4.14 The Settlement Account is owned and controlled by Merchant and is a valid account for processing debit and credit transactions under the Merchant Agreement; 4.15 Merchant is not Of a Sanctioned Person, (a) located in or operating under a license issued by a jurisdiction whose government has been identified by (he U.S. Department of Slate as a sponsor of international terrorism under 22 U.S.C. 2371 or 50 U.S.C. App. 24050), (iii) located in or operating under o license issued by ajurisdiction that has been designated as non -cooperative with international anti -money laundering principles or procedures by an intergovernmental group or organization of which the U.S. is a member, or (iv) located in or operating under a license issued by a jurisdiction that has been designated by the U.S. Secretary of Treasury pursuant to 31 U.S.C. 5318A as warranting special measures due to money laundering concerns; and 4.16 Merchant will immediately notify Member Bank and Processor in writing of any material changes to any information provided herein including but not limited to a change in Merchant's legal entity, location, business type, or the types of goods and services offered for sale by Merchant. 5. CONFIDENTIALITY; DATA SECURITY. 5.1 Confidentiality. Merchant will treat as confidential: (if the tens ofthe Merchant Agreement; (if) all information or data, of whatever nature, relating to Processor (including its operations, policies, procedures, accounts and personnel) accessed or used by or disclosed to Merchant in connection with the Merchant Agreement; (iii) Processor's IRS W 9 form; and (iv) all information or data that is proprietary to a third party (including Processor's customers and contractors) and that Processor is obligated to treat as confidential, accessed or used by or disclosed to Merchant in connection with the Merchant Agreement (individually and collectively, "Confidential Information"), Merchant shall not use or disclose Confidential Information without Processor's prior written consent. Merchant may only disclose Confidential Information to Merchant employees who have a need to know such information in connection with Merchant's performance hereunder and who are bound to confidentiality restrictions no less restrictive than those herein. Merchant shall exercise at leas( the sane degree of care to maintain the confidentiality of Confidential Information that it uses for its own similar information, but in no event less than a reasonable degree of care. The foregoing obligations shall not apply to any information (hat (x) is received from any third party source that is properly authorized to disclose it without restriction, (y) is or becomes generally known to the public by publication or some other means other than a breach by Merchant or its employees of ally agreement or confidentiality obligations, or (z) is required by law to be divulged, provided that the request is proper and the disclosure does not exceed that which is required. In the case of(z), Merchant will provide prior notice thereof and cooperate with Processor to limit disclosure. Upon Processor's request, and upon termination or expiration of the Merchmn Agreement, Merchant shall return or, only if requested by Processor, destroy all Confidential Information in its possession or control. Merchant acknowledges that a breach of this Section 5 may cause Processor irreparable injury and that Processor may have no adequate remedy at law. Accordingly, Processor may seek provisional or injunctive relief in addition to any other rights or remedies. 5.2 Transaction Receipts. Merchant will retain in it secure and confidential manner original or complete and legible copies of cacti Transaction Receipt, and each Credit Transaction Receipt required to be provided to Cardholders, for such period as required by law or the Operating Rules. Merchant shall render all materials containing Cardholder Account Numbers unreadable prior to discarding. Merchant is responsible for ascertaining whether applicable law requires copies retained by Merchant to truncate card numbers and suppress expiration dates, and for complying with all such laws. 5.3 Storage. Merchant will store Transaction Receipts and Credit Transaction Receipts in an area limited to selected and authorized personnel, and when record -retention requirements have been met, Merchant will destroy the records so that the same are rendered unreadable. 54 Merchant Servieers :rod Agents. Merchant must notify Processor and receive Processor's approval prior to engaging any Merchant Servicer or Agent in connection with Merchant's acceptance of Cards or the submission of Transactions to Processor. Merchant shall provide Member Bank and Processor at least sixty days advance written notice of Merchant's election to use a Merchant Servicer or Agent. Member Bank and/or Processor may individually approve or deny the use of a Merchant Servicer or Agent in their sole and absolute discretion and at any time. If a Merchant Servicer or Agent is required to card Fy, register, or act in any fashion pursuant to the Operating Rules, Merchant shall cause such Merchant Servicer or Agent to cooperate with Processor in completing any steps required for registration and/or certification and/or action. Merchant is solely responsible for any and all applicable fees, costs, expenses and liabilities associated with such registration and/or certification and/or action. Processor and Member Bank shall in no event be liable to Merchant or any third party for any actions or inactions of any Merchant Servicer or Agent used by Merchant, and Merchant hereby expressly assumes all such liability. Merchant will immediately notify Processor if Merchant decides to use electronic authorization or data capture terminals provided by any entity other than Processor or its authorized designee (' TThird Party Terminals") to process Transactions, including leasing a terminal from a third party. If Merchant elects to use Third Party Terminals: (a) the third party providing the terminals will be Merchant's Merchant Servicer in the delivery of Transactions to Processor, and (b) Merchant assumes full responsibility and liability for any failure of that third party to comply with the Operating Rules, applicable laws, rules or regulations or the Merchant Agreement. Processor mid Member Bank will not be responsible for any losses or additional fees incurred by Merchant as a result of any error by a (lard party agent or a malfunction in a Third Pony Terminal. Page 3 of 10 U NI VMERAGMT v22.0421 DocuSign Envelope ID: 85AI5EAD-F9AE-4B80.8EE6-FBACB34C4780 The use of a Merchant Servicer or Agent or software or systems provided by a Merchunt Servicer or Agent that has connectivity to the Internet poses an increased risk, and Merchant assumes all liability for such increased risks. If Merchant utilizes software or hardware with a connection to the Internet such hardware or software interacts in any capacity with the provision of services contemplated pursuant to this Merchant Agreement, Merchant is solely liable without limitation for any and all consequences ofsuch interaction. 5.5 Security. Merchant agrees and shall ensure that Merchant Servicers and Agents utilized by Merchant provide the same levels of security as those required of Memhant, and that such Merchant Servicers and Agents transmit data in accordance with: (a) the required formats) of the Card Associations; (b) the Operating Rules; and (e) the requirements of Processor and Member Bank. Merchant must have a written contract between Merchant and its Agent or between Merchant and the Merchant Servicer that stipulates adherence to the provisions of such information security requirements, Merchant's written contract with any such third party most contain provisions obligating the third party to comply with applicable law, with CISP and SDP mid DISC and PCIDSS, PA-DSS, PIN and PED security requirements if applicable, and all other Card Association requirements pertaining to confidentiality and security and integrity of Cardholder and Card transaction data, with all rules prohibiting storage of certain Card transaction data, and with all other applicable Operating Rules and the requirements of Processor and Member Bank. Merchant will only allow Merchant Servicers or Agents to have access to cardholder data for the purposes that are authorized by the Operating Rules. Any fees or liability assessments from actual or alleged noncompliance will be the sole liability of the Merchant. Merchants processing less than I million annual Visa transactions and using third parties for POS application, terminal installation and integration mast engage Payment Cad Industry (PCI) Qualified Integrator Reseller (QIR) professionals to install, integrate, and support paint -of -sale applications and terminal installation mid integmuch. Merchant shall indemnify and hold Member Bank and Processor harmless against losses or damages raising from the acts or omissions of Merchant Servicers or Agents engaged by Merchant 5.6 Loss or Theft. Merchant must immediately notify Member Bank and Processor of any suspected or confirmed loss or then of materials or records that contain Cardholder Account Numbers or Card Transaction information. In the event of a suspected or confirmed loss or theft Merchant shall provide immediate access to all facilities, systems, procedures, equipment, and documents as may be deemed appropriate by Processor and Member Bank or their designated representatives, regulators or auditors for inspection, audit, and copying as deemed appropriate by both Member Bank and Processor in their individual sole discretion. Merchant shall be responsible for all costs associated with such inspection, audit, and copying however such costs may occur. 5.7 Merchant authorizes Processor to release its name and address to any third party whom the Processor determines needs to know such information in order for Processor to perform the Card Program services under this Merchant Agreement and who has requested such information. 5.8 Merchant will not (a) provide Cardholder Account Numbers, personal Cardholder information or Transaction infommtion to anyone except Processor, the Card Associations, or Merchant's Merchant Servicers or Agents for the purpose of assisting Merchant in completing Card Transactions, or as specifically required by law, (b) retain or store Card Magnetic Stripe, CVV, CVV2, CVC2 or CID data (including Track Data) subsequent to Authorization for a Transaction; (e) sell, purchase, provide or exchange Card Account Number informationto may third party without the Cardholder's consent, or to any entity other than Merchant's Merchant Servicers or Agents, Processor, the Card Associations, or in response to valid legal process or subpoena; or (d) release any Cardholder information over the telephone under any circumstances. 5.9 Merchant may not in any event, including its failure, including bankruptcy, insolvency, or other suspension of business operations, sell, transfer, or disclose any materials that contain Cardholder Account Numbers, personal information or Transaction information to third parties. In the event that Merchants business fails or ceases to exist, Mercharn is required to return to Processor all such information or provide proof of destruction of this information to Processor. 5.10 Merchant agrees to establish security procedures to protect Cardholderinfarmation and comply with the Visa Cardholder Information Security Program (CISP), Mastercard's Site Data Protection (SDP) Program, Discover Information Security Compliance (DISC), American Express Data Security Requirements, the Payment Card Industry (PCI) Data Security Standards, and applicable laws pertaining to the privacy and security of personal information (including, without Initiation, and to the extent applicable, those of non-U.S. governmental authorities). Detailed information about PCI DSS am] be found at the PCI DSS Council's Website: www.pcisecurilystandards.org. The Card Associations, Processor or Member Bank, and theirrespective representatives, may inspect the premises ol'Merchalt or any Merchant Servicer or Agent engaged by Merchant for compliance with security requirements. Merchant acknowledges that any failure to comply with security requirements may result in the imposition of restrictions on Merchant or the permanent prohibition of Merchant's participation in Card acceptance programs by the Card Associations. Merchant shall indemnify, and hold Processor and Member Bank hamdess against any losses or damages arising from Merchant's actual or alleged failure to comply with security procedures and any losses or damages arising from or related to Merchant's acts or emissions that result in an actual or alleged breach of data security, including bra not limited to Merchant's non - participation in any breach security program Processor may offer. 5.11 Processor acknowledges that it will maintain compliance with all applicable PCI DSS requirements. 5.12 Federal regulations enacted pursuant to the USA PATRIOTAct and other applicable Imes require financial institutions with which Processor has relationships to verify the identity of every person who seeks to open an account with a financial institution. As a result of IVlcrelmnt's status as an account holder with Member Bank, Merchant shall provide documentary verification of Merchant's identity, such as a driver's license or passport for on individual and certified copy of organization documents for all entity in manner acceptable to Processor and Member Bank. Processor and Member Bank reserve the right to verify Merchant's identity through outer non -documentary methods as Processor and Member Bank deems appropriate in its sole discretion. Processor and Member Bank may retain a copy of any document it obtains to verify Merchant's identity with the financial institution. 6. OPERATING RULES. 6.1 Merehmn must comply with the Operating Rules, as the same may be amended from time to time. The Operating Rules may change with little or no advance notice to Merchant and Merchant will be bound by all such changes. If Merchant objects to any change in the Operating Rules, it must immediately stop accepting new Transactions for Cards governed by the change. The Operating Rules will govern in the event that there is any inconsistency between the Merchant Agreement and the Operating Rules. However, nothing in the Merchant Agreement shall be construed to impose on Merchant a requirement (including a requirement carder the Operating Rules) which is prohibited by mandatory provisions of applicable law (i.e., where the applicability of such provisions of law to the Merchant Agreement, mid of the law's prohibition to the particular requirement which otherwise would be imposed on Merchant hereunder, cannot lawfully be waived by agreement), but the requirement hereunder shall be construed to continue in effect and to be imposed on Merchant in all respects and at all times to the fullest extent possible without violating the law's prohibition, with only those particuar applications of the requirement which would violate the law's prohibition deemed severed from the provisions hereof. 6.2 Operating Rules of the Debit Networks may differ among them with respect to the Transactions they allow. Processor, at its discretion, may require that the most restrictive requirements of one Debit Network apply to all of Merchant's On-line Debit Card Transactions, regardless of Card type. 7. MERCHANT'S BUSINESS; OTHER PROCESSORS. 7.1 Compliance With Laws. Merchant will comply with all applicable federal, state, and local laws and regulations (`Requirements of Law"), including but not limited to laws and regulations regarding anti -money laundering compliance, in completing' Transactions, submitting them to Processor, performing its obligations under the Merchant Agreement, and otherwise conducting its business, 7.2 Change in Name or Business. Merchant will give Member Bank mid Processor at least thirty days' prior written notice before any clionge in Merchant's name or location, any change in ownership or management of Merchant's business, any sale, assignment, rental, lease or transfer of ownership of any location that accepts Cards, or any material change in information concerning Merchant in the Merchant Application, and material change in the type or nature Effie business carried out by Merchant or otherwise required to be provided to Processor. 7.3 Other Processors. To the extent permitted by applicable law, Merchant agrees that it will not participate in a Card Program with another financial institution or processor without Processor's written approval. 8. CREDIT REPORTS AND OTHER INFORMATION. 8.1 Reports About Merchant. From time to time, Processor may obtain credit and other information on Merchant, owners and officers of Merchant, any and all personal guarantors of Merchant, and any signatory to the Merchant Application, from others (such as customers and suppliers of Merchant, lenders and credit reporting agencies), and furnish information on Merchant's relationship with Processor and Processor's experience with Merchant to others seeking the infommtion. 8.2 Reports from Merchant. Merchant will provide Processor with updated business and financial information concerning Merchant, including financial statements, tax returns, evidence of required licenses and other information and documents Processor may reasonably request from time to time. Merchant shall further provide Processor such information as it may request for the making of insurance claim, regulatory or other filings related to Merchant's activity pursuant to this Agreement. All material marked "confidential" which Processor receives from Merchant will be used only by Processor, Member Bark or Card Association in performing the Card Program services tinder this Merchant Agreement or related services and reporting. Processor, Member Bank and any Card Association, regulator, auditor or any other entity having authority may audit Merchant's records relating to this Merchant Agreement. Merchantshall provide all documentation, information or other inspection rights requested by Processor's or Member Bank's regulators or auditors or otherwise to enable Processor and Member Bank to meet Requirements of Low. Without limiting the generality ofthe foregoing, Merchant understands and agrees that if at the time of signing this Merchant Agreement Merchant is undergoing a forensic investigation, Merchant must notify Processor mid Idly cooperate with the investigation until it is completed. 8.3 Information. Merchant authorizes Processor to release and use information collected in connection with Processor's provision of services to the Merchant contemplated in the Merchant Agreement, to third parties that provide services to Processor or Merchant, for marketing purposes with third parties with whom Processor has a relationship to offer products and/or services to merchants, or to any third party that requests and has a reason to know such information, including but not limiter) to the Card Associations, and any third party having regulatory control over any party. 9. ASSIGNMENT; RANKRUPTCY. 9.1 Assignment. The Merchant Agreement is binding upon the successors and assigns of Processor, Member Bank and Merchant. Merchant will not assign or transfer (including by merger, change of control or operation of law) the Merchant Agreement (in whole or in part) to another person or entity without Processor and Member Bank's prior written consent Page 4 of 10 UNIVMERAGMT v22.0421 DocuSign Envelope ID: 85Al5EAD-F9AE-4B80.8EE6-FBACB34C4780 and any purported assignment made without Processor's and Member Book's consent will be void. 9.2 Bankruptcy. (a) Merchant will notify Processor immediately if may bankruptcy, insolvency or similar petition is filed by or against Merchant. Merchant acknowledges that this Merchant Agreement constitutes an executory contract to extend financial accommodations as darned in I 1 U.S.C. §365(c)(2) and that the Merchant Agreement cannot be assumed or assigned in the event of bankruptcy. Merchant and Processor agree that in the event of Merchant's bankruptcy, Processor short be entitled to suspend further performance tinder this Merchant Agreement (b) Merchant acknowledges and agrees that in the event of a bankruptcy proceeding, Merchant must establish a Reserve Account or maintain a previously established and then current Reserve Account in amounts required by Processor and in accordance with any Reserve Account provision specified in this Merchant Agreement Processor will have the right to setoff against the Reserve Account for any and all obligations which Merchant may owe Processor, without regard as to whether the obligations relate to Transactions initiated or created before or after the filing of the bankmptcy petition. 10.AMENDNIENTS; WAIVERS. 10.1 Amendments. Bank shall have the right to modify or amend the temis and conditions of this Merchant Agreement, including, without limitation, the right to modify, amend, or supplement applicable fees, charges, and/or discounts. Modifications and amendments related to changes to the Operating Rules, changes to the lees charged by the Card Associations, Member Bank, or third panes, arm response to changes in Requirements of Law (collectively, a "Third Party Change") may be made effective immediately, with or without tiatice. Modifications or amendments unrelated to a Third Party Change shall be effective upon the date specified in a notice to the Merchant (the "Change Notice', provided that the date shall not be fewer than five business days after the date of such Change Notice. A Change Notice may be reflectedas a message attached to Merchant's monthly billing statements. Following the Effective Date, in the event of any modification or amendment not related to a Third Party Change, Merchant shall have the right to terminate this Merchant Agreement, without liability for premature temaination pursuant to Section 111(d), or providing written notice thereofto Processor, provided that such notice must be given within rive business days following the date of tire Change Notice. Other than the amendments set Forth above, this Merchant Agreement may be amended only in writing signed by Merchant, Member Bonk, and Processor. 10.2 Waivers. Batik's failure to enforce this Merchant Agreement will not waive Bank's rights under this Merchant Agreement. Waivers of any provision of this Merchant Agreement must be in writing and signed by Bank. A waiver in one instance will not apply to other occasions unless that intent is clear from the signed waiver. 11. TERM;'FERMINATION. I1.1 Terni/Roncwal. The initial term of this Merchant Agreement shall be Car theterm of three years (the "Initial Torn") commencing on (lie earlier date oftlne presentation ofthe first Transaction, including any lost Transaction, by Merchant to Bank or tire date Bank approves (he Merchant Application; provided, however, that if Merchant is receiving these terms and conditions as an amendment to an existing Merchant Agreement, the amendment shall not affect the then -existing tern. By either Merchant's signature on the Merchant Application or Merchant's processing a 'transaction with Bank,Merchant confirms acceptance of the Merchant Agreement. At the expiration of the Initial Term, this Merchant Agreement will antommically renew for successive one year periods (each a "Renewal Tenn" and collectively with the Initial Term the " rern') unless a party provides the other parties with notice of its intent not to retiew the Merchant Agreement at leas( ninety days prior to the expiration of the then current term. 11.2 'Termination. (a) Termination without Cause. Member Bank or Processor or Member Bank's or Processor's designated representative may terminate the Merchant Agreement as to all Card types or individually specified Card types, without cause, upon thirty days advance written notice. . (b) Termination for Cause by Processor or Member Bank. Member Bank at Processor or Member Bank's or Processor's designated representative may terminate the Merchant Agreement in its sole and absolute discretion, effective immediately, upon written, electronic or oral notice, to Merchant if Member Bank or Processor reasonably determines that any of the following conditions exists: (i) Merchant has violated any provision of the Merchant Agreement. (it) There is a material adverse change in Merchant's financial condition, material change in Merchant's processing activity, processing activity inconsistent with the Merchant Application, or Member Bank or Processor determines in its .sole discretion that Merchant's processing activity could result in a Ions to Processor or Merchant Bank. (iii) A petition in bankruptcy has been tiled by or against Merchant, Merchant is generally unable to pay its debts as they become due, a receiver, custodian, trustee, liquidator or similar official is appointed for a substantial portion of Merchant's business, there is a general assignment for the benefit creditors, or the business terminates. (iv) Any information which Merchant provided to Processor or Merchant Bank, including Merchant Application in Formation, was false, incomplete or misleading when received, or has materially changed since Merchant provider) such information. (v) At any time during the term of the Merchant Agreement, Merchant has had a monthly ratio of Chargebacks to Transactions that Processor or Member Bank, in their sole and absolute discretion, deems excessive. (vi) There is an overdraft for flaee days or more in the Settlement Account, or overdrafts in the Settlement Account are otherwise excessive. (vii) Merchant or any of Merchant's officers or employees has been involved in processing Transactions with Processor or Member Bank or other parties arising from fraudulent or otherwise unauthorized transactions. (via) Merchant is or will be unable or unwilling to perform its obligations tinder the Merchant Agreement or any applicable laws (ix) Merchant has failed to pay Processor or Member Bank any amount when due. (x) Merchant has failed to promptly perform or discharge any obligation under the Merchant Agreement, the Settlement Account or the Reserve Account. (xi) Any of Merchant's representations or war tidies made in connection with the Merchant Agreement was not true or accurate when given. (xii) Merchant has defaulted on any agreement it has with Processor or Member Bank. (xiii) Processor or Member Bank is served with legal demand, order or process seeking to attach or garnish any of the provisional credits arising out of or relating to the Merchant Agreement, Merchant's funds or property in Processor's or Member Bank's possession, (xiv) The Operating Rules are amended in any way such that Processor or Member Bank determines that the continued existence of the Merchant Agreement would cause Processor or Member Bank to be in breach of such Operating Rules. (xv) Any Guaranty supporting Merchant's obligations is revoked, withdrawn or terminated or altered in any way. (xvi) Any governmental entity initiates proceedings against, or an - investigation regarding, Merchant, or Processor or Member Bank reasonably believes that a governmental entity may do so. (xvii) If any circumstances arise regarding Merchant or its business that, in Processor's or Member Bank's discretion, make harm or loss of goodwill to Processor, Member Bank or any Card Association likely. (c) Termination for Cause by Merchant. Merchant may terminate the Merchant Agreement in the event of a material breach of the lamas of the Merchant Agreement by Processor, provided Merchant gives Processor written notice of any alleged breach and such breach remains uncured for a period of thirty days following receipt of written notice by the Processor. (d) Damages for Early Termination. (i) Processor and Merchant acknowledge mid agree that in addition to all other remedies available to Processor under the Merchant Agreement or as otherwise available in law or equity, if the Merchant Agreement is terminated prior to the expiration of the applicable Term of the Merchant Agreement for any reason other than for a material, uncured breach by Processor, Merchant agrees to pay Processor damages (the "Damages") determined by adding an account closure fee as follows (unless a different amount is disclosed on the Merchant Application): (1) $250 for Merchants with less than twelve months remaining from the date of termination to the end of the then current Tenn, or; (2) $500 for Merchants with more than twelve months remaining, or such portion of the foregoing as may be permitted by applicable law. (it) Merchant agrees that such Damages shall also be due to Processor if Merchant discontinues submitting *Transactions for processing during the'fenn for a period of ninety (90) consecutive days, and is not designated on the Merchant Application, or by notice to Processor, as a seasonal merchant or as otherwise agreed to by Processor. rim) Merchant acknowledges mid agrees that the Damages are not a penalty but rather are a reasonable computation of the financial ]tarn caused by the lernination of the Merchant Agreement or the cessation of processing activity by Merchant. (e) Member Bank's or Processor's rights of termination under the Merchant Agreement are cumulative. A specific right of termination shall not limit any other right of Processor or Member Bank to terminate the Merchant Agreement expressed elsewhere in the Merchant Agreement, Notice of -termination may be given orally or in writing, if given orally, shall be continued in writing, excepting otherwise stated in the Merchant Agreement. T) Upon termination, Merchant's rights to complete Transactions and submit them to Processor, and to use Transaction form or formats, promotional material and any other items provided by Processor, will cease, Termination of the Merchant Agreement will not terminate the rights and obligations of Merchant, Processor and Member Bank relating to acts or omissions occurring before termination, including for example, any Processing Fees or other service fees owed to Processor, any 'transactions processed for Merchant by Processor (whether before or allot temanatiorl Merchant's Chargcback and indemnity obligations, and the Security Interest granted to Processor and Member Bank in the Merchant Agreement. (g) It is understood that a file for terminated merchants referred to as Member Alert to Control high -Risk Merchants ("NIAT'C.H" ), formerly known as the Terminated Merchant File ("IMF"), is managed and maintained by Mastercard and utilized by die Card Associations and acquiring banks to identify the names of any business (and its principals) that have been terminated for certain reasons, including fraud, depositing excessive counterfeit_ paper, excessive unauthorized transactions, excessive chargebacks, depositing paper for others (laundering), bankruptcy or breach of a Merchant Agreement. Merchant acknowledges that Member Bank or Processor is required to report Merchant to the MATCH (and/or on the Consortium Merchant Negative File (the CMNF) published by Discover© Network) if the Merchant Agreement is terminated for any of the foregoing reasons or other reasons as may be modified by the Card Associations. Merchant agrees and consents to Stich reporting in the event of the termination of the Merchant Agreement for any of the foregoing reasons, and Processor and Member Bank shall have no liability for such reporting, even in Page 5 of 10 UNIVh1ERAGIvIT v22.0421 DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780 instances where Merchant contends that the foregoing bases For termination do not, in fact, exist (if) Sections 2.3, 3, 4, 5, 6, 7, 8.1, 9. I, 10.2, 11, 12, 13, 14, 15, 16.3, 16.4 17, 18. 19, 20, 22, 23, 24, and 25 will survive termination of the Merchant Agreement. 12. SETTLEMENT ACCOUNT 12.1 Settlement Account Required. Merchant must maintain a Settlement Account in Merchant's name in satisfactory condition at a depository institution under arrangements acceptable to Processor. The Settlement Account will be subject to the provisions of Section 14 of this Merchant Agreement. 12.2 Minimum Balance. Merchant agrees to maintain a minimum balance of funds in the Settlement Account as Processor may specify to Merchant in wiling from time to time, 12.3 Provisional Credits. Subject to the terns and conditions of the Merchant Agreement, Processor and Member Bank agree to provisionally credit Merchant for each Transaction that Processor accepts from Merchant. Merchant acknowledges that Processor and Member Bank may reverse or revoke such credit, including in response to any Chargeback. Furthermore, Merchant agrees that Processor and Member Bank may charge or debit the Settlement Account for the amount of any 'Transaction processed under the Merchant Agreement, or any agreement Processor or Member Bank may have with any Merchant Affiliate, that results in a Chargeback, or for any Credit Transaction Receipt or other reimbursement or Processing Fees or other Merchant obligation to which Processor or Member Bank may be entitled under the Merchant Agreement. 12.4 Audits and Adjustments. Merchant agrees that Processor and Member Bank may audit all Transaction calculations and that Processor and Member Bank shall have the right, without notice, to make withdrawals, deposits, or other adjustments to or from the Settlement Account for any deficiencies or overages. 12.5 Error unit Disputes. Processor and Member Bank shall be entitled to presume that cry amounts the Processor and Member Bank pays to or debits from Merchant are correct unless Mercha itdispules these by sending Processor written notice within thirty days of the date of the applicable statement containing any disputed payments or debits. PROCESSOR AND MEMBER BANK SHALL NOT RELIABLE FOR ANY DISPUTED PAYMENTS OR DEBITS, INCLUDING ANY ALLEGEDLY IMPROPER FEE(S), UNDERPAYMENTS, OR BILLING ERRORS, WHICH ARE NOT REPORTED TO PROCESSOR IN WRITING WITHIN SUCH TI4IRTY-DAY PERIOD. 12,6 POS Equipment. If Merchant chooses to real or lease POS Equipment From Processor or utilizes software provided by Processor for use in processing Transactions, Merchant agrees to pay Processor: (a) a pre -determined monthly rental fee; (b) any initial upfioot costs as required; and (a) all applicable taxes for such POS Equipment or software utilization. 12.7 Settlement Account Closure. If Ilia Settlement Account is closed, Processor or its designated representative may terminate the Merchant Agreement, effective immediately, upon written or oral notice (with written confirmation in the event of oral notice) unless Merchant opens anther Settlement Account acceptable to Processor. Merchant may change the Settlement Account upon prior written approval by Processor, which approval will not be unreasonably withheld. 128 ACH Authorization. Merchant authorizes Processor aid Member Bank or their agents or designated representatives to initiate debit and credit entries and adjustments to the Settlement Account or the Reserve Account (described in Section 13 of the MPA) through the ACH settlement process for amounts due tinder the Merchant Agreement. This authorization will remnin in fill farce and effect until termination of the Merchant Agreement and the full and final payment of all obligations of Merchant due under the Merchant Agreement. Merchant acknowledges and agrees that Processor and Member Bank will not be liable for imy delays in receipt of funds, any failure by Merchant to receive funds, or errors it debit or credit entries caused by Merchant, or third parties, including but not Barred to any Card Association or any financial institution. 13. ADDITIONAL COLLATERAL SECURITY; RESERVE ACCOUNT, As a condition for providing Card Program services, Merchant may, at Processor's discretion, be required to provide additional collateral security for Merchant's obligations hereunder, which additional collateral security shall be of a kind, and in amounts, satisfactory to Processor in Processor's sole discretion, mid which shall be in addition to all other collateral provided for in Section 14 hercof. Processor may require that all or any part of the additional collateral be deposited in a Reserve Account, in which case the following provisions of this Section 13 shall apply: 13A Reserve During Term of Merchant Agreement. (a) .Merchant may be required to deposit, or Processor or Member Bank may deposit by deducting from any provisional credit or payment otherwise due to Merchant or from any funds in tine Settlement Account or any other deposit account of Merchant, into an account maintained by Member Bank (or at another approved depository institution) (the "Reserve Account"), initially or at any time in the future as requested by Processor, sums sufficient to satisfy Merchant's current and/or future obligations as determined by Processor in its sole and absolute discretion. In lien of establishing a Reserve Account, Processor may, at its election, demand and receive other forms of additional collateral security, including, without limitation, letters oferedit or certificates of deposit Failure to supply such additional collateral security shall constitute a material breach of this Merchant Agreement. - (b) The Reserve Account will be separate from the Settlement Account. Notwithstanding anything else in this Merchant Agreement to the contrary, Merchant shall have no ownership interest or property rights in the Reserve Account or the funds therein, no tight of withdrawal tram the Reserve Account, and no right to receive interest on funds held in the Reserve Account, Rather, the Reserve Account shall be under the sole control of P.L. Member Bank. Any and all earnings from deposits of Merchant to the Reserve Account shall be the sole properly of the Processor. 13.2 Reserve Account Deposits. (a) At any time in Processor's sale and absolute discretion, Processor may (i) designate the minimum balance, required to be deposited in the Reserve Account, (it) require that the amount on deposit in the Reserve Account be increased, (iii) require that Merchant deposit, or Processor or Member Bank may deposit for Merchant into the Reserve Account a percentage of, or a fixed amount from each Transaction processed, or (iv) otherwise determine the amount to be deposited in (lie Reserve Account. Processor at its sole and absolute discretion may require that each month Merchant deposit, or Processor or Member Bank may deposit by deducting from any provisional credit or payment due to Merchant or from any Funds in the Settlement Account or any other deposit account of Merchant sums into the Reserve Account no later than the twentieth day of the month. Processor shall notify Merchant as to the amount of the funds to be deposited each month. (b) Merchant acknowledges aid agrees that the Reserve Account may contain both funds deposited by Merchant and funds of other merchants of the Processor. 13.3 Deductions from Reserve Account. If funds are not available in the Settlement Account, Processor or Member Bark without prior notice to Merchant may deduct From any provisional credits or payment due to Merchant that are maintained in hie Reserve Account any current or future obligation of Merchant to Processor or Member Bank under the Merchant Agreement, including all Processing Fees, Chargebacks, Credit 'Transaction Receipts, Damages, and any and all additional fees and obligations tinder the terns of the Merchant Agreement, and sums sufficient to reimburse Processor and Member Bank for ilia amount of any liability assessments and charges due the Card Associations. 13A Replenishment of Reserve Account Deficiencies. Whenever the balance in the Reserve Account is less than the minimum balance required, or is otherwise deficient, Processor or Member Bank may, without prior notice, deposit the deficiency into the Reserve Account by reducing any payment to Merchant required by the Merchant Agreement or deduct the deficiency from the Merchant's or Merchant's Affiliate's Settlement Account or any other deposit account of Merchant or Merchant Affiliate with another depository institution (including accounts of general partners if Merchant is a partnership) aid deposit it into the Reserve Account. Merchant authorizes deductions from its accounts by ACH entry, sight draft, preauthorized check, reverse wire, or otherwise as Processor and Member Bank deem appropriate under the circumstances. In addition, Merchant will deposit any deficiency into the Reserve Account within one Business Day after receiving Processor's oral or written request. Without limiting Processor's remedies, Merchant's failure to deposit any deficiency on time will permit Processor, without advance notice, to suspend or cease processing additional Transaction Receipts and Credit Transaction Receipts. Processor will give Merchant written notice of any suspension or cessation of processing. 13.5 Additions to Reserve Accamnt. If Processor has reason to believe that Merchant may be liable to customers or to Processor for Chargebacks exceeding the balance in the Reserve Account, Processor or Member Bank may: (a) immediately place in the Reserve Account provisional credits or payments otherwise due to Merchant and/or stop processing transactions for Merchant until such timers the extentofMerchant's obligations to Processor and Member Bank, or Merchant's liability for Chargebacks, or Merchant's liability to customers are known, and Processor no longer deems itself insecure, and/or (b) demand from Merchant an amount that in Processor's I udgnient is needed to ensure payment of Merchant's obligations and liabilities. Merchant's failure to pay any amount will permit Member Bank or Processor or its designated representative to terminate the Merchant Agreement immediately without advance notice. 13.6 Reserve Account After Merchant Agreement Terminates. Processor or Member Bank may continue to hold or deposit funds in the Reserve Account after termination of the Merchant Agreement, regardless of whether termination is by Merchant, Processor or Member Bank. Upon termination of the Merchant Agreement by Merchant, Processor or Member Book, Processor and Member Bank may retain ,sufficient funds to satisfy any and all Processing Fees, Chargebacks, Credit Transaction Receipts, Damages, and any and all additional fees, and sums sufociem to reimburse Processor and Member Bank for the amount of any liability assessments and charges due the Cad Associations or other obligations or liabilities arising or, in Processor's or Member Bank's discretion, likely to arise under the terms of the Merchant Agreement. If no ftm is have been deposited into the Reserve Account before termination, Processor, at Processor's option, may notify Merchant to deposit fluids into One Reserve Account upon termination of the Merchant Agreement. All provisions which apply to a pre -termination Reserve Account will apply after termination, including replenishment of deficiencies. The funds will be held by Processor and Member Bank or its designated agent for a period afoot less than one hundred eighty days from the date ofthe last Transaction, including, but not limiter) to a Chargeback, processed tinder the Merchmu Agreement, plus the period orany, warranty, guarantee, and/or return policy on goods atrl/or services sold. Processor and Member Bank will turn over the balance in the Reserve Account to Merchant after Processor reasonably determines that the risk of Chargebacks, Processing Fees or Merchant's liabilities or obligations under the Merchant Agreement has ended and alter deducting all amounts that Merchant owes to Processor and Member Bark under the Merchant Agreement or any other agreement. 14. SECURITY INTEREST. 14.1 Merchant's Grant of Security Interest. (a) To secure Merchant's performance of its obligations under this Merchant Agreement, and any miter agreement with Processor or Member Bank, Merchant grants Processor and Member Bank a security interest in each Transaction and its proceeds, provisional credits, the Settlement Account, the Reserve Account (without in any way suggesting that Merchant has ownership interest or property rights in the Reserve Account), and any other deposit account of Merchant with a financial institution, whether now existing or established in the Future, and in the proceeds of all those accounts, any funds due to our 10 UNIVMER AONIT v22.0421 DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780 Merchant from Processor or Member Bank and any of Merchant's properly held by Processor or Member Bank. Processor and Member Bank may enforce these security interests without notice or demand. The security interests granted under [Iris Merchant Agreement will continue after the Merchant Agreement terminates, until Merchant satisfies all its obligations to Processor and Member Bank. (b) Furthermore, and with respect to any security interests granted herein, Processor and Member Bank will have all rights afforded Linder the Uniform Commercial Code, is the same may, tram time to time, be in effect in the State of Georgia; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interests granted herein is governed by the Uniform Commercial Code as in effect in ajurisdiction other than the State of Georgia, n the Processor and Member Batik will have all rights afforded under the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions relating to such attachment, perfection or priority of the security interests, as well as any other applicable low. .... 14.2 Perfection of Security Interest. Upon request or Processor, Merchant will execute one or more financing statements or other documents to evidence the security interests granted to Processor and Member Bank under this Section 14. Merchant shall cooperate with Processor in obtaining any control agreement or similar agreement with a depository bank necessary to perfect the security interests granted herein. In addition, Merchant agrees that its signature on the Merchant Application will be considered Merchant's signature agreeing to any control agreement m defined in Article 9 of the Uuition Commercial Code among Merchant, Processor, Member Bank and any other financial institution under which Processor, Member Bank, Merchant and any other financial insulation agree to the disposition of fiords in the Settlement Account, the Reserve Account or any other deposit account without further consent by Merchant. 15. CUSTOMER CLAIMS. To (he extent that Processor or Member Bank has paid or may become liable for a Chargeback or Credit Transaction Receipt, Merchant will be obligated to reimburse Processor and Member Bank for any sums Processor or Member Bank pays or for which Processor or Member Bank is liable. If Merchant does not reimburse Processor or Member Bank, Processor and Member Bank will have all of the rights and remedies of Cardholders, including the Cardholders' rights under 11 U.S.C. §507(a)(6). Processor and Member Batik may assert any claim on behalfofa Cardholder individually or on behalf' of all Cardholders as a class. 16. PROCESSING FEES. 16.1 Fee Schedule. Merchant will pay Processing Fees in the amount specified in the Fee Schedule attached to the Merchant Application or as otherwise provided for in this Merchant Agreement or an Addendum thereto. Monthly recurring Processing Pees will be assessed upon approval of the Merchant Application. Processor may amend, supplement, modify, or increase the Processing Fees, including, without limitation, introducing new products or services, pursuant to Section 10.1 of this Merchant Agreement. 16.2 Card Association Actions. Processor will not be required to provide Merchant with fiReen days' notice of an increase in Processing Fees in the event that any Card Association, or any other entity having such authority takes any action that increases the Processing Pees. 16.3 Government and Regulatory Actions. Processor will not be required to provide Merchant with fifteen days' notice for any increase in Processing Fees resulting from any fine, charge, fee or cost incurred in connection with may state, federal or other regulatory action, change in laws or regulations or escheatment of Merchant's funds. - 16.4 Payment. Processing Fees and other service charges, obligations or liabilities - owed by Merchant to Processor or Member Bank under the Merchant Agreement may be deducted by Processor or Member Bank from amounts due Merchant, or from the Settlement Account or from the Reserve Account. Merchant will pay the amounts due by the next Business Day if sufficient funds arc not available in the Settlement Account. 11. INDEMNIFICAT[ON: LIMITATION OF LIABILITY; WARRANTY. 17.1 Indemnification. Merchant shall indemnify each of Processor and Member Bank, including their respective officers, directors, employees, independent sales organizations ("ISOs'), and agents, against and hold them harmless from any and all claims, demands, settlements, lasses, damages, liabilities, costs and expenses of any hind (including reasonable attorney's fees) ofany party arising from or based upon may actual m alleged actor omission of Merchant, Merchant's employees, Merchant's designated representatives or agents, Merchant Servicers or Merchant's Agent(s) in connection with or arising out of this Merchant Agreement, the duties to be performed by Merchant pursuant to the Merchant Agreement, any Transactions which Merchant submits to Processor (including Chargebacks), or Merchant's actual or alleged violation of the Operating Rules or any Requirements of Law. In (lie event that Processor or Member Bank is made a party to any litigation, proceeding, arbitration, bankruptcy proceeding, or other legal process (collectively "Actions") commenced by any third party, Merchant shall protect and hold each of Processor and Member Bank harmless from and with respect to the Actions and shall indemnify such party from and against all costs, expenses, and attorney's Ices, including in-house legal fees, incurred or paid in connection with the Action, together with any judgments, settlements, losses, damages or other liabilities. Merchant shall indemnify, defend, and hold harmless each of Processor and Member Bank from and against any actual or alleged hacking, infiltration, or compromise of Merchant's systems or the systems of Merchant, Merchant Servicers or Merchant's Agent(s), designated representatives, or other agents. 17.2 Limitation of Liability. Each of Processor and Member Bank will not accept responsibility for errors, acts, ;or failure to act by others, including but not limited to, Merchant Servicers, Agents, third party suppliers of software, equipment or services; or, banks, communication common carriers, data processors or clearinghouses through which transactions may be passed, originated mid/or authorized Each of Processor and Member Bank will not be responsible for any loss, liability or delay caused by fires, earthquakes, war, civil disturbances, power surges or failures, acts of governments, acts of terrorism, labor disputes, failures in communication networks, legal constraints or other events beyond the control of Bank. Each of Processor and Member Bank undertakes no duties to Merchant other than the duties expressly provided for in the Merchant Agreement, and any and all other or additional duties that may be imposed upon Processor or Member Bank in law or equity are hereby irrevocably waived and released to the maximum extent permitted by law. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF EACH OF PROCESSOR AND MEMBER BANK, AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, TO MERCHANT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF $10,000 OR, THE AMOUNT EQUAL TO THE AGGREGATE OF MONTHLY NET PROCESSING FEES PAID BY MERCHANT IN THE THREE MONTH PERIOD PRIOR'TO'1'HE MONTH THAT THE INCIDENT GIVING RISE TO LIABILITY OCCURRED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PROCESSOR OR MEMBER 13ANK OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR ANY INTERRUPTION OR LOSS OF USE, DATA, BUSINESS OR PROFITS, WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE OR PROCESSOR OR MEMBER BANK WAS ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROCESSOR AND MEMBER BANK SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROCESSOR AND MEMBER BANK DO NOT GUARANTEE OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR F,RROR- FREE. 181NOTICES. Each notice required by the Merchant Agreement will be in writing (hard copy or electronic), except as otherwise stated in the Merchant Agreement, and will be effective when delivered, (a) to Member Bank at the address designated on the Merchant Application, and the return address on Merchant's Card processing statements, (b) to Processor at the address designated on the Merchant Application and (c) to Merchant at Merchant's address to which Processor mails Merchant's statements or at the electronic mail address provided by Merchant in the Merchant Application, or at such other address as any party may provide by written notice to the other parties. Any address Merchant designates may also be the address to which Processor mails Merchant's statements. Where applicable, delivery by facsimile transmission or electronic mail will be considered effective when the sender receives electronic confirmation of the transmission. 19. GEORGIA LAW; JURISDICTION; VENUE. Merchant's offer to enter into this Merchant Agreement is made In Muscogee County, Georgia; this Merchant Agreement shall be performed by Merchant in Muscogee County, Georgia and governed by Georgia law, excluding its conflict of laws rules. Merchant and Guarantor agree to bring any claim or action relating to the Merchant Agreement in binding arbitration as set forth in Section 20.2 below. Any matters not otherwise subject to arbitration (such as, by way of example only, injunctive relief, action to recover any monetary losses or damages from unpaid obligations of the Merchant under the Merchant Agreement, or claims to enforce an arbitration award), shall be brought in the state or federal courts located in Muscogee County, Georgia. All parties irrevocably and unconditionally submit to the jurisdiction of such courts with respect to any such action. In the event that Processor or Member Bank is required to resolve a dispute with Merchant that requires any action under this provision, Merchant hereby agrees and consents to receive service of process by certified mail. 20. A170RNEY FEES; ARBITRATION; CLASS ACTION WAIVER. 20.1 Attorney Fees. Merchant and/or Guarantor will be liable for and will indemnify and reimburse Processor and Member Bank for all attorneys' fees, including in-house legal fees, and other costs and expenses paid or incurred by Processor and Member Bank in the enforcement of this Merchant Agreement or in mutters relating to this Merchant Agreement, or arising from any breach by Merchant of this Merchant Agreement, or any other wrongdoing by Merchant or Guarantor. In the event Processor or Member Bank must engage in any recovery or collection efforts to collect any amounts due from Merchant to Processor or Member Bank, Merchant will reimburse Processor and Member Bank for all fees and expenses incurred in such collection, plus reasonable administrative fees and expenses. 20.2 Arbitration NOTE; PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND THE RESOLUTION OF DISPUTES ANY DISPUTE OR CLAIM ARISING OUT OF, RELATING TO. OR IN CONNECTION WITH THIS AGRFEMENT OR THE RELATIONSHIPS WHICH RESULT FROM THIS AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT; HOWEVER, MERCHANT MAY ASSERT CLAIMS 1N SMALL Page 7 cf 10 UNIVMERAGMT v22.0421 DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780 CLAIMS COURT IF (1) THE CLAIMS QUALIFY FOR SMALL CLAIMS COURT; (2y THE MATTER REMAINS IN SMALL CLAIMS COURT AT ALL TIMES; AND (3) THE MATTER PROCEEDS ONLY ON AN INDIVIDUAL (NOT A CLASS OR REPRESENTATIVE BASIS). ARBITRATION DOES NOT PROCEED BEFORE A JURY AND MAY INVOLVE MORE LIMITED DISCOVERY THAN A COURT PROCEEDING. ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. - The arbitmtor's award or decision will not affect issues or claims involved in ally proceeding between Processor or Member Bank and my person or entity who is not a party to the arbitration. The arbitrator may award monetary, declaratory or injunctive relief only in favor of the individual party seeking relief and only to tire extent necessary to provide relief warranted by that patty's individual. claim. The arbitrators award, if any, will not apply to any person or entity that is not a party to the arbitration. However, nothing in this Section or Merchant Agreement shall preclude any party from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief on your behalf Further, notwithstanding the foregoing, nothing in this Section or this Merchant Agreement prohibits a party tram applying to a corn[ of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief. The Federal Arbitration Act (9 U.S.C. § I at seq.) governs the interpretation aad enforcement of the arbitration provisions of this section. Arbitration will be administered by JAMS (wwwpuamdreo ). For claims greater than $250,000, the .JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply (if no such rules are in effect, JAMS default arbitration rules shall apply). For claims equal to or less than .$250,000, the JAMS Streamlined Arbitration Rules and Procedures in effect at the time lire arbitration is commenced will apply (if no such ones are in effect, JAMS default arbitration ndes shall apply). Unless the mbitmtor(s) determine thatjustice or fairness require otherwise: (i) any arbitration will proceed in Muscogee County, Georgia (although, for the convenience of the Merchant or Guarantor (as applicable), any party or its counsel may participate telephonically); and (in the arbitratons) will oversee limited discovery, taking into account the amount in controversy and the parties' desire to keep proceedings cost-effective and efficient Any decision rendered in any arbitration proceeding shall be final and binding on each of the parties to the arbitration and judgment may be entered thereon in any court of competent jurisdiction. The parties will maintain the confidential nature of the arbitration proceeding except as may be necessary to enforce any award or to comply with applicable law. If the total damage claims in an arbitration are $10 000 or less, not including Merchant's attorney fees ("Small Arbitration Claim"), the arbitrator may, if the MERCHANT, prevails, award the Merchant reasonable attorney fees, expert fees and casts (separate from Arbitration Costs is defined below), but may not grant Processor its attorney fees, expert fees or costs (separate from Arbitration Casts) unless the arbitrator determines that the Merchant's claim was frivolous or brought in bad faith. In a Small Arbitration Claim case, ISO will pay all arbitration filing, administrative and arbitrator costs (together, "Arbitration Costs"). The Merchant must submit any request for payment of Arbitration Costs to JAMS at the same time the Merchant submits its Demand for Arbitration. However, if the Merchant wants Processor to advance the Arbitration Costs for a Small Arbitration Claim before filing, Processor will do so at the Merchant's written request which must be sent to Processor at the address in Section 18 above. If the Merchant's total damage claims in an arbitration exceed $10,000, not including the Merchant's attorney fees ('Large Arbitration Claim"), the arbitrator may award the prevailing party its reasonable attorneys' fees and costs, or it may apportion attorneys' fees and costs between the Merchant and Processor (such fees and costs being separate from Arbitration Costs). In a Large Arbitration Claim case, if the Merchant is able to demonstrate that the Arbitration Costs will be prohibitive as compared to the costs of litigation, ISO will pay as much of the Arbitration Costs as the arbitrator deems necessary to prevent the arbitration If am being cost -prohibitive. Merchant hereby agrees that claims applicable to American Express may be resolved through arbitration as further described in the American Express Merchant Requirements Guide (the "American Express Guide"). A court, not the arbitrator, will decide any questions regarding the validity, scope and/or enforceability of this Section 203 Class Action Waiver. NOTE: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND THE RESOLUTION OF DISPUTES MERCHANT AND GUARANTOR (IF APPLICABLE) ACKNOWLEDGE AND AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS MERCHANT AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND SHALL NOT BE CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PARTIES. 21. FINAL AGREEMENT. This Merchant Agreement and all applicable Addenda attached hereto, is the complete and final agreement between Merchant, Processor and Member Bank for the Card Program services covered by this Merchant Agreement and supersedes all prior or contemporaneous negotiations, stipulations or agreements between them with respect thereto. In the event of any conflict or inconsistency between this Merchant Agreement and any other agreement between Processor or any of its affiliates and Member Bank or any of its affiliates (but not Merchant), such other agreement shall control with respect to such conflict or inconsistency. If any provision of this Merchant Agreement is invalid or unenforceable, the other provisions remain effective. 22. SEVERABILITY. If any term or provision of this Merchant Agreement is found to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Merchant Agreement, but such terns or provisions shall be deemed modified to the extent necessary to render such teni or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth. No part or portion of 20.2 (Arbitration) or Section 20.3 (Class Action Waiver) shall be deemed so integral to either this Agreement us a whole, or to the remaining parts or portions of Sections 20.2 or 20.3 hereof, that the unenforembilily of that part or portion should have any impact on or render the remainder unenforceable. - 23. CONTINUING GUARANTY. - 23.1 As a primary inducement to Processor to enter into the Merchant Agreement, and to approve the Merchant Application of Merchant, the Communist, unist, individually and severally, who signed on the Guarantor signature liners) on the Merchant Application, agree to be bound by all terms and provisions of the Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant's duties and obligations to Processor and Member Bank under the Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Processor or Member Bank, as such agreements now exist or are =ended tram time to time, with or without notice to Guarantor(s). 23.2 Merchant and Guarantors) further agree to be bound by the terms and provisions of any Merchant Agreement between Processor or Member Bank and any Merchant Affiliate, regardless ofwhether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the till payment and performance of each and all duties and obligations owed la Processor or Member Bank by Merchant Affiliate pursuant to any Merchant Agreement The provisions of Section 23.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate's obligations to Processor or Member Bank under any Merchant Card Processing Agreement. 23.3 Guarantor(s) understands that Processor, without notice to Guunnlor(s)_may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type ofservices provide([ to Merchantall of which may increase the Guarantor's obligations under this Guaranty. Character's) further understands that Processor may proceed directly against Guarantors) without first exhausting Processor's remedies against Merchant, any other person or entity responsible to Processor or any security held by Processor. This Guaranty is continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of die Guarantors) and may be enforced by or for the benefit of any successor of Processor. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarmlor(s). This Guaranty may not be otherwse revoked, suspended, withdrawn or terminated without the express written consent of Processor. 24. AUTHORIZED USERS. To the extent Merchant is granted electronic access to my systems or portals of Processor, Merchant shall be responsible for In ensuring that only authorized users of such systems or portals access the some; (a) keeping all logins, user names, and passwords confidential; and (iii) promptly notifying Processor of any unauthorized access of such login, user names, or passwords; and (iv) all actions taken by anyone using such access, logins, user names, or passwords, even if such actions were not authorized by Merchant. 25. TAXES. Merchant shall be solely responsible for the calculation, collection, and remittance of any sales tax imposed by any government authority in connection with the provision of Merchant's goods or services. Unless Merchant is otherwise. exempt (and can prove such exemption to Processor's satisfaction), Merchant agrees to pay all taxes imposed on the services, equipment, or other property provided to Merchant pursuant to this Agreement. 26. RELATIONSHIP OF THE PARTIES. Merchant designates Processor as its agent to receive payments for transactions processed pursuant to this Card Services Agreement. Processor, however, shall not be considered a partner or fiduciary to Merchant, and nothing in this Merchant Agreement or the rendition of services related to this Merchant Agreement shall be deemed to create ajoint venture, partnership, or fiduciary relationship between or among the parties. Rather, the relationships between Member Bank and Merchant, and between Processor and Merchant, are arm's length commercial relationships. 27. PRODUCTS AND SERVICES, Important Note: Merchaw acknowledges and agrees thal Member Bank and as afJ)ltalev have no obligation or liability wholsoever favc (1) the Producis and Services described Page 8 of 10 UNIVNIERAGMT v22.0421 DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780 herein, (2) any action.., or mnissioas of Macassar with respect to these Moducis and Servioas, or (3) any claims or disputer arising oaf ofdfe foregoing. 27.1 I£Merchant elects to receive any of the ancillary Products and Services listed on the Merchant Application (including but not limited to the Guardian Suite (and its related products), Payment Acceptance Applications (WebPASS, Multi -PASS, and/or Hosted Payments), and TransLink Insights either in various packages or on a product by product basis, Merchant agrees to the following terms applicable to the relevant software licenses (collectively, the "Licensed Salience"). Use of the Licensed Software is limited to Merchant's internal business purposes. Title to and ownership of the Licensed Software remains with Processor and its suppliers. Merchant may not (a) alter or modify the Licensed Software, in reverse engineer, deconildle, disassemble, or in any way attempt to derive the source code for the Licensed Software, or (c) transfer the Licensed Software to any third party or make the Licensed Software available to any third party as part array time-sharing or service bureau arrangement. Merchant will not export or rc-export the Licensed Software without the appropriate United States or foreign government licenses. All express and implied warranties regarding the Licensed Software by Processor and its suppliers to Merchant are disclaimed. For U,S. Government Did Users: The Licensed Software is a "commercial item," as that term is defined at 48 C.F. R. 2.101 (OCT 1995), air([ more specifically- is `commercial- computer software" and "commercial computer softwam documentation;' as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 CY R. 227,7202-1 through 227.7202-4 (JUNE 1995), the Licensed Software is provided to U.S. Government end users (a) only as a commercial end item, and (b) with only those rights as are granted to all. other end users pursuanttothe terms and conditions herein. The Licensed Software is only offered on terminals capable ofsupporting it. 27.2 VITAL POS. Subject to the terms and conditions of this Agreement and the Terms of Use mid Privacy Policy located within the Vital POS Software and associated portals and wam pages (the "Platform"), including without limitation payment of the fees as set forth in this Agreement, Processor hereby grants to Merchant a limited, revocable, non- exclusive, non -transferable, non-subllcensable license to utilize (and allow for the utilization by designated employees and agents) the Vital POS Platform only on an as -is basis, for the sole and exclusive purpose of internally operating the products in fire normal course of Merchant's business, laid as expressly stipulated under this Agreement (the "Platform License"). Merchant acknowledges and agrees that the Platform provided under this Agreement and all intellectual property provided, embodied, or used in association therewith, including without limitation all trademarks, service marks, logos, software, designs, templates, encryption algorithms, copyrights, and other proprietary rights, and any documentation related to any of the foregoing (collectively, "Intellectual Property Rights"), are mid shall remain solely and exclusively owned by Processor (or other third party owner as the case may, be). Merchant shall have no right to market, distribute, sell, assign, pledge, sublicense, (case, deliver, or otherwise transfer the Platform or any component thereof, to any thin] party_ Merchant shall not, and shall not permit any third patty to, use the Platform directiv or indirectly to provide a time-sharing or subscription service to any third party or to function as a service bureau or application service provider. Merchant shall not reverse engineer, decompile, disassemble, translate, modify, alter, create any derivative works based upon, or otherwise change the Platform or any part thereof, or determine or attempt to (determine any source code, algorithms, methods or techniques embodied in the Software included in the Services, or any Application Programming Interfaces "API(s)" or any part thereof, or access or use the Platform or the APIs in any way except via access provided through use in accordance with the Processor documentation and the terns of the Agreement. Merchant shall comply with the Terms of Use and Privacy Policy (is updated from time to time), all security andoperational requirements, policies, and procedures relating to the Platform as speciFred in the dreoriented on to]ated thereto and as may be otherwise Communicated or provided by Processor. Merchant shall use the Platform solely in the conduct of its business and in compliance with all laws, rules, and regulations of every governmental authority or card association having j urisdiction over Merchant or any of the foregoing. 28. GLOBAL PAYMENTS EQUIPMENT AGREEMENT. Important Note: Merchant agrees Member Bank is not a party to the GLOBAL PAYMENTS Equipment Agreement and has no responsibility under f(. Merchant acknowledges and agrees that Member Bank and its aftiliates have no obligation In liability whatsoever for: (1) products at- .services provided ender the GLOBAL PAYMENTS Equipment Agreement, or (2) any actions or omissions ofTSYS Merchant %lotions, LLC dba Global Payments ("GLOBAL PAYMENTS) won respect to the GLOBAL PAY.LfCNTS Equipment Agreement, Merchant agrees that any claims or disputes arising out of the foregoing will be resolved without involving Member Bonk and that Member Bank is entitled to rely on Merchants agreements in This Section 24.. THIS GLOBAL PAYMENTS Equipment Agreement ("EQUIPMENT AGREEMENT"), by and between GLOBAL PAYMENTS, and "Merchant,' the name of which is set forth in the Agreement, as defined herein, shall become effective as ofthe date Merchant Application ("Effective Date'). WHEREAS, GLOBAL PAYMENTS and Merchant shall hereinafter be referrers to as the "Parties'; and WHEREAS Merchant desires to purchase or rent equipment n'om GLOBAL PAYMENTS in order to accept and process specified credit card transactions. 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'. 28.1 GLOBAL PAYMENTS agrees to sell or rent to Merchant and Merchant agrees to buy or rent from GLOBAL PAYMENTS the equipment described in the Merchant Application or as added from time to time via Merchant's request through Processor's customer service center. GLOBAL PAYMENTS owns all right, title and interest in all EQUIPMENT rented or sold to MERCHANT hereunder, provided that such right, title and interest will transfer to MERCHANT in the event MERCHANT purchases the EQUIPMENT. fire individual sales representative selling or renting the EQUIPMENT to MERCHANT is an employee of GLOBAL PAYMENTS. Merchant's payment for equipment or delivery of the equipment to Merchant will constitute Merchant's acceptance of the applicable following terms and conditions. Payment for equipment laid any related fees shall be due and payable on the Effective Date of this EQUIPMENT AGREEMENT if purchasing equipment, monthly drawing, or upon an otherwise agreed upon date or payment schedule. Merchant agrees to pay the feels) set out in the Agreement and as added from time to time. Merchant is responsible for all sales, use, excise and other taxes, including penalties and interest, that may result from this transaction. The fees set forth in the Merchant Application related /o this EQUIPMENT AGREEMENT are exclusive of any and all applicable taxes or assessments, whether designated as sales taxes, use taxes, ad valorem taxes, GST/HST taxes, VAT taxes or by some other name or designation, and including any interest or penalties thereon, which may be levied or assessed by any governmental or taxing jurisdiction in connection with the performance of services or provision of materials to Merchant by GLOBAL PAYMENTS. In the event of the payment of or for any such lax, assessment or expense by GLOBAL PAYMENTS, Merchant shall in turn pay GLOBAL PAYMENTS for such items. Merchant hereby authorizes GLOBAL PAYMENTS to debit payment from the Merchant's designated account established under the Agreement for items ordered herein if payment does not accompany order, 282 Upon payment by Merchant to GLOBAL PAYMENTS of the entire purchase amount required herein, GLOBAL PAYMENTS shall sell, transferred assign the purchaser) equipment to Merchant for Merchant's use and benefit. All risks or expenses of loss, damage, or repair to the equipment shall be borne by Merchant upon such transfer of title. 28.3 If Merchant is renting equipment, Merchant agrees to pay Processor a monthly rental fee ("Rental Fee") for the equipment until such time said equipment is returned to GLOBAL PAYMENTS, which will be debited monthly from the Merchant's Settlement Account established under the Agreement or billed separately to merchant if the Merchant's Settlement Account no longer exists. MERCHANT may return the EQUIPMENT to GLOBAL PAYMENTS at any time during the AGREEMENT, at which time MERCHANT will no longer be responsible for tuture payments of the RENTAL FEE. If Merchant is purchasing the equipment via multiple payments and terminates the EQUIPMENT AGREEMENT prior to completing the monthly purchase payments, then Merchant agrees to Immediately pay the remainder of the purchase price or, ifMerchanl returns the equipment Linder the conditions specified herein, Merchant agrees to pay GLOBAL PAYMENTS's then current RENTAL FEE for the length of time Merchant had the use of the equipment. 28,4 Merchant agrees to pay the Rental Fee on a per month basis as rental for the EQUIPMENT. GLOBAL PAYMENTS may amend the Rental Fee on thirty (30) days written notice to Merchant. Submission by Merchant of a Transaction after such notice period shall be evidence that Merchant has received the amended Rental Fee and has agreed to such amended Rental Fee. Merchant is supplied with monthly reports by Processor regarding the equipment. It is Merchant's sole responsibility to report any error or discrepancies detected by Merchant in writing to GLOBAL PAYMENTS within ninety (90) days following the endoflhe monthly reporting period. After such period, Merchant will be deemed to have accepted the monthly reports as delivered. 28.5 The Parties agree to each of the terns and conditions set forth herein and acknowledge that such provisions are binding upon each oflhem, their successors, heirs and assigns. 28.6 Merchant understands that a telephone jack and other equipment may be required for its phone system to be compatible with equipment at Merchant's expense. 28.7 Upon expiration or termination of the EQUIPMENT AGREEMENT, Merchant agrees to remove the rental equipment from its locations and deliver it to GLOBAL PAYMENTS at Merchant's cost in the same condition as when the rental equipment was installed, normal wear and tear excepted. The Parties agree that the rental equipment is will will remairi personal property of GLOBAL PAYMENTS. 28.8 Merchant hereby assumes the entire risk of loss, damage or destruction of the equipment from any cause whatsoever, until the delivery of the rental equipment to GLOBAL PAYMENTS. If the rental equipment is damaged, lost, or not returned to GLOBAL PAYMENTS, Merchant shall, at the option of GLOBAL. PAYMENTS, repair the rental equipment at Merchant's expense or pay GLOBAL PAYMENTS the current replacement cost of the rental equipment. 28.9 Merchant hereby grants to GLOBAL. PAYMENTS the right, during normal business hours, to enter any location under Merchant's control for the purpose ofinspecling, repairing, or replacing rental equipment. 28.IOMerchanl shall and does ]retch)agree to indemnity and hold GLOBAL PAYMENTS, its agents, employees, successors and assigns harmless from any and all liability, (damages or loss (including. attorney Fees and costs) arising out of the ownership, selection, possession, leasing or renting, operation (regardless of where, how and by whom operated), control, use, condition (including, but not limited to, latent and other defects, whether or not discoverable by GLOBAL PAYMENTS) maintenance, delivery and return of the equipment This indemnification and the obligations contained herein shall survive termination m expiration of EQUIPMENT AGREEMENT. 28. 11 Merchant shall keep rental equipment insured against all risks for not less than replacement costs of rental equipment, naming GLOBAL PAYMENTS as an additional insured as its interest may appear. 28.12 if this EQUIPMENT AGREEMENT is terminated, GLOBAL PAYMENTS shall have the right to enter Merchant's locations for the purpose ofrecovering rental equipment. 28.13 Neither Merchant nor any third party is authorized to make any alterations, repairs or changes including programming changes to rental equipment. Any personal property - attached to rental equipment shall become part of the equipment. GLOBAL PAYMENTS will provide maintenance service to rental equipment during the term of the EQUIPMENT Page 9 of 10 UNPIMERAGNIT v22.0421 DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780 AGREEMENT. Merchant shall not allow any other person or entity to maintain or tamper with rental equipment without the express written consent of GLOBAL PAYMENTS. 28A41vierchant's rights and remedies hereunder are exclusive and in lieu of all other rights acid remedies. GLOBAL PAYMENTS shall not otherwise be liable for any error, emission, delay, loss ofdam or records or disclosure ofconfidenlial information which may occur as a result of, or in any way be connected with, any use of equipment or services provided by GLOBAL PAYMENTS pursuant to this or any other agreement. IN ANY EVENT, GLOBAL PAYMENTS'S LIABILITY TO MERCHANT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF THE DIRECT LOSS TO MERCHANT OR AN AMOUNT EQUAL TO THE AGGREGATE OF MONTHLY RENTAL FEES PAID TO GLOBAL PAYMENTS BY MERCHANT IN THE SIX-MONTH PERIOD PRIOR TO THE INCIDENT GIVING RISE TO LIABILITY, IN NO EVENT SHALL GLOBAL PAYMENTS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR ANY INTERRUPTION OR LOSS OF USE, DATA, BUSINESS OR PROFITS, WHETITER OR NOT SUCH LOSSES OR DAMAGES WERE FORESEEABLE OR GLOBAL - -- PAYMENTS WAS ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. GLOBAL PAYMENTS is not responsible for any loss or damages whatsoever sustained by Merchant arising as a result of any acts ofGod, strikes, flood, weather, shortages of parts or supplies or other events beyond its reasonable control. 28.I5GLOBAL PAYMENTS, NOT BEING THE MANUFACTURER OF THE EQUIPMENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE EQUIPMENT INCLUDING BUT NOT LIMITED TO: THE. MERCHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; THE DESIGN OR CONDITION OF THE EQUIPMENT; THE QUALITY OR CAPACITY OF THE EQUIPMENT; THE WORKMANSHIP OF TILE EQUIPMENT; COMPLIANCE OF THE EQUIPMENT WITH R17QUIREMEN'S OF ANY LAW, RULE, SPECIFICATION OF CONTRACT PERTAINING THERETO; THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT; THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE; THE ABSENCE OF ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT. UPON SALE OF THE EQUIPMENT" O MERCHANT, GLOBAL PAYMENTS HEREBY ASSIGNS, 'I'O THE EXTENT POSSIBLE, ALL WARRANTIES AND RIGHTS OF GLOBAL PAYMENTS WITH RESPECT TO THE EQUIPMENT PROVIDED BY THE MANUFACTURER OF THE EQUIPMENT. GLOBAL. PAYMENTS DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE MANUFACTURER'S WARRANTY. 28.16Excepl i s expressly provided herein, Merchant may not assign its rights or delegate its responsibilities regarding rent equipment under this EQUIPMENT AGREEMENT without the prior written consent of GLOBAL PAYMENT'S, which will not be unreasonably withheld. 28.17The Parties acknowledge and agree that this EQUIPMENT AGREEMENT was, and shall be deemed to have been, made and delivered in Muscogee County, Georgia The laws of the State or Georgia, without giving effect to its conflicts of law principles, shall govern all matters (whether in contract, statute, tort or however characterized) arising out of or relating to this EQUIPMENT AGREEMENT,. including, without limitation, the validity, interpretation, construction, performance and enforcement of the EQUIPMENT AGREEMENT. 'The Parties agree that, in the event of any dispute regarding, arising out of or relating to this EQUIPMENT AGREEMENT, the courts of the State of Georgia shall have and be vested with personal jurisdiction over the Parties. The Parties Farther agree that any and all actions, claims, suits or proceedings arising out of or relating (directly or indirectly) to this EQUIPMENT AGREEMENT shall be filed and litigated only in courts located in Muscogee County, Georgia , and such courts shall have exclusive jurisdiction over any action, claims, suit or proceeding arising out of or relating (directly or indirectly) to this EQUIPMENT AGREEMENT. If Merchant brings legal action against GLOBAL PAYMENTS for any reason, Merchant shall commence the action within one (1) year of the date the error or the incident giving rise to such action occurred. 28.18No delay or failure by either Party to exercise any right under EQUIPMENT AGREEMENT, and no partial or single exercise of that right, shall constitute a waiver of fact or any other right, unless expressly provided herein. 28.19 Neither Party shall be responsible for the costs incurred by the other for negotiating or implementing this EQUIPMENT AGREEMENT and Merchant shall be responsible for installation of the equipment. 28.201lre obligations of all Parties hereto incurred prim' to the effective date of termination of EQUIPMENT AGREEMENT shall survive such termination. 28,21 In the event that any portion of EQUIPMENT AGREEMENT shall be held invalid or unenforceable for any reason, it is agreed that any invalidity or unenforccabilily shall not affect the remainder of the same and the remaining provisions shall remain in full force and - effect, and any court of competent jurisdiction may so modify any objectionable provision ofthe same so as to render it valid, reasonable mid enforceable. - 28.22This EQUIPMENT AGREEMENT may only be amender) or modified by a subsequent written agreement by and between the Parties hereto. 28.23 Merchant hereby represents that the entering into of this EQUIPMENT AGREEMENT has been duly authorized by Merchant acid that this EQUIPMENT - - - - AGREEMENT constitutes a legal, valid and binding obligation of Merchant, and is enforceable against Merchant in accordance with its terms. 28.24This EQUIPMENT AGREEMENT constitutes the entire understandings of the Parties as to the subject matter contained herein and supersedes all prior contracts, agreements and negotiations whether oral or written. Page 10 of10 UNIVNIERAGMT v22.0,121 DocuSign Envelope ID: 85A15EAD-FOAE-4B80-8EE6-FBACB34C4780 CLIENT SATISFACTION OFFER (RETENTION DEPARTMENT) Merchant Name or DBA Name: City of Santa Ana MerchalltlD(S): 41399800818517,41399800818822,41399800818830,41399800822550 Date: 8/29/2022 TSYS Merchant Solutions, LLC DBA Global Payments ("Global Payments"), values its merchant clients and strives to create mutually beneficial, long-term relationships with them. To that end, Global Payments offers you, the Merchant, the following terms. Accepting this offer will modify your Application for Merchant Card Processing ("Application') and Merchant Card Processing Agreement (the Application and the Card Processing Agreement are collectively referred to as the "Agreement") with Global Payments as follows: Pricing Interchange Pass Thru (0.00% + 0.00 P/I) Authorization Fees: Visa / MC .25, Discover .30, Amex .21 Monthly Service Fee: $5.00 Annual Location Fee for MC: $15.00 Fixed Acquirer Network Fee (FANF): $2.90 Contract Term The term of the Agreement will continue for from the last date of execution below (the "Effective Date'). This time period will be referred to as the "Extended Term". At the expiration of the Extended Term, the Agreement will automatically renew for successive one-year periods (each a "Renewal Term', and collectively with the Initial Term and the Extended Term, the "Term") unless a party provides the other party with notice of its intent not to renew the Agreement at least GO days prior to the expiration of the then current term. Termination of the Agreement prior to the expiration of the Extended Term shall result in the assessment of an account closure fee for each terminating MID to be paid by Merchant as follows: (a) $250 if less than twelve months remaining from the date of termination to the end of the then current Term; or (b) $500 if more than twelve months remaining, or such portion of the foregoing as may be permitted by applicable law. All other terms and conditions of the Agreement remain unchanged. This Client Satisfaction Offer and the details contained herein are confidential and may not be disclosed, displayed, or otherwise transmitted to any third party except to attorneys, accountants or other professional advisers as may be necessary to effect the purposes of this letter between the parties. Sincerely, TSYS Merchant Solutions, LLC DBA Global Payments Docu8lgned by: B y D"a G. 4W-0 B858729M65E967... Name: David L. Green Reviewed and Accepted by Merchant: 0 Name: Title: Secretary Title: Date: 11/4/2022 Date: Client Offer - TMS 0.2021Page 1 of 1CONFIDENTIAL City of Santa Ana - TSYS Renewal Agreement w.MCPA and Client Satisfaction Offer - (Vendor Signed)(240597.1) Final Audit Report 2022-11-14 Created: 2022-11-14 By: Kristin Andrade (kandrade@mnta-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAEdgOxQYGZAc7uDEw5XNS6S7nwoSloAl "City of Santa Ana - TSYS Renewal Agreement w.MCPA and Cli ent Satisfaction Offer - (Vendor Signed)(240597.1)" History Document created by Kristin Andrade (kandrade@santa-ana.org) 2022-11-14 - 7:50:57 PM GMT- IP address: 98.153.69.210 P. Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2022-11-14 - 7:51:37 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2022-11-14 - 8:16:55 PM GMT- IP address: 104.28.85.128 by Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2022-11-14 - 8:17:25 PM GMT - Time Source: server- IP address: 174.193.131.215 Agreement completed. 2022-11-14 - 8:17:25 PM GMT Adobe Acrobat Sign natly sned by Ton Pin Tori Pierson DeMa)22M.2noe.2z53 Was' A� O® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIT022 Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency, LLC 2000 Brookstone Centre Pkwy Suite 118 Columbus GA 31904 CONTACT NAME Connie Whitmer PHONE FAx - 706-324-6671 AIX .1706 -576-5607 MAIL ADDRESS: Connie.Whitmer MarshMMA.Com INSURERS AFFORDING COVERAGE NAIC# wsURERA: Federal Insurance Company A++XV 20281 INSURED 3DGLOBALPAYM TSYS Merchant Solutions LLC Global Payments, Inc. & It's Subsidiaries INSURER B : Great Northern Insurance Company A++XV 20303 INSURER c: ACE American Insurance Company A++XV 22667 INSURER D One TSYS Way; C-4 Columbus GA 31901 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 652492694 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIODNM LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE1XI OCCUR V W049071 4/112022 V112023 EACH OCCURRENCE $1=000 DAMAGE(RENTED PREMISESSEa occurrence) $1000,000 MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $10D00D0 GEN'LAGGREGATE LIMIT APPLIES PER: POLICY JE� LOC GENERAL AGGREGATE $2.001 PRODUCTS - COMPIOPAGG $1000000 1 Gen Agg Cap $100000,000 OTHER B AUTOMOBILE LIABILITY 736142T 4/1/2022 4112023 COMBINED SINGLE LIMIT Ea accident $1000 00 BODILY INJURY (Per person) $ %( ANY AUTO ALLOWNEO SCHEDULED AUTOS AUTOS BODILY INJURY ( Per accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident) $ Hired Phy Col -ACV $TOM Dal. X Hired Con, X Hired Coll A X UMBRELLA LIAB OCCUR - 79894591 _ 4112022 4/12023 EACH OCCURRENCE $25,D00,000 AGGREGATE $25,000,000 EXCESS LIAB CLAIMS -MADE DIEDRETENTION$ $ C A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN 71750292 71750293 - 4112022 4112022 4/1/2023 4/1/2023 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $1000,000 ANY PROPRIETOWPARTNEWEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYEE $1.000000 (Mandatary In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1.000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) City of Santa Ana City, its officers, employees, agents, volunteers and representatives (GL) Additional Insured per form: 80-02-2367 Additional Insured Scheduled Person Or Organization (GL) Primary and Noncontributory per form: 80-02-2653 Conditions — Other Insurance — Primary, Noncontributory Insurance Scheduled Person or Organization (GL) 45 Day Notice of Cancellation per form: 80-02-9779 Notice of Cancellation To Scheduled Persons or Organizations (Except Non-payment of Premium) City of Santa Ana Risk Management Division 20 Civic Plaza 4th Floor Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. - AUTHORIZED REPRESENTATIVE e.y� RWrMmgeagt Diiipr %du ;)&wde V 110ee-ZU14 ALUKU LA ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD C H U B B• Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured APRIL 1, 2022 TO APRIL I, 2023 APRIL 1, 2022 3604-80-71-ATL GLOBAL PAYMENTS INC. FEDERAL INSURANCE COMPANY APRIL 5, 2022 Under Who Is An Insured, the following provision is added. Additional Insured - Persons or organizations shown in the Schedule we insureds; but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement sww�ttmm� R�n�o6 Arrmxm ar Liability Insurance Addlgonal Inured - Scheduled Person Or Organization Form 9602-2367 (Rev. 5-07) Endorsement � ""�`"viapeivi°"`""'"` CHUSSO Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agreemen4 to provide the person or organization Fbnary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreemen4 to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative LY V — dl Liability Insurance Additional Insured- Scheduled Person or Organization Form 80-02-087(Rev. 5-07) Endorsement _y,rh a& AppRO!® f�Br. trEwFn /Oit YIOIiON RukMa„a9amrt QainlNde C H U B Bm Liability Insurance Endorsement Policy Period APRIL I, 2022 TO APRIL 1, 2023 Effective Date APRIL 1, 2022 Policy Number 3604-80-71-ATL Insured GLOBAL PAYMENTS INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued APRIL 5, 2022 This Endorsement applies to the following forms: GSNERAbt LIA.Bp ay EMPLOYEE BENEFITS ERRORS OR OMISSIONS STOP GAP STOP GAP -OHIO Conditions Under Conditions, the following provision is added to the condition titled Other Insurance, Other Insurance - If you are obligated, pursuant to a written contract or agreement, to provide the person or Primary, Noncontributory organization described in the Schedule (that is also included in the Who Is An Insured section of this Insurance - Scheduled contract) with primary insurance such as is afforded by this policy, then this insurance is primary and Person Or Organization we will not seek contribution from insurance available to such person or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY WNW Insurance Conditions - Other Insurance - Prlmarv. Nommnldbut.r tnm,n°„a (. . r-ua/ tnaorsement gttMmqnanm _ 4 `v a�6.ltMfx ft 7.0 Pecw" Scheduled Page I Liability Endorsement (continued) All other terns and conditions remain unchanged. AuthorizadRepreaentative Vc.--�`AV' Rii Mougenml[Awnm Liability Insurance 00mitBone-Other lneumnoo- Primary, Noncontributory tnsurance- Scheduled person( Form 60-02-2653 (Rev. 7.09) Endorsement Page 2 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. - CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stack on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. -WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A. I. -WHO IS AN INSURED -of SECTION II - LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased 'auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 - WHO IS AN INSURED -of SECTION II - LIABILITY COVERAGE is amended to add the following: I. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: w.kMo.ga�wonaw-: Form: 16-02-0292 (Rev. 11-16) Pa e 70,eP °", 9 RukM �gaw,lC malNtle j "Includes copyrighted material of Insurance Services Office, Inc. with its pei 3. Q (1) with respect to the operation, maintenance or use of a covered "auto'; and (2) for "bodily injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the "insured contract" or written agreement; or (b) The permit has been issued to you. FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. - TRANSPORTATION EXPENSES - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. AUTO LOANILEASE GAP COVERAGE Paragraph A. 4. - COVERAGE EXTENSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a covered"auto" minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the "loss'; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto", 2. Specified Causes of Loss Coverage only If the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. - COVERAGE EXTENSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: d Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or "loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss'; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE - BROADENED COVERAGE Paragraph A.4. - COVERAGE EXTENSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto' to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.t.b. - LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. 10. GLASS REPAIR -WAIVE xtl,lotg�"M 42 REYIE & APPR Sr. Form: 16-02-0292 (Rev. 11-16) Pac "Includes copyrighted material of Insurance Services Office, Inc. with its pe Under Paragraph D. - DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D: DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, If you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or "loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or 'loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. — CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV — BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV — BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 16. HIRED AUTO — COVERAGE TERRITORY Paragraph B.71.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V — DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the "bodily injury" sustained by that person. organization or oss tow is t is insurance applies, provided the "insured" has waived .. RENEvrm6 MMw�av: Form: 16-02-0292 (Rev. 11-16) Pat 7ou Pam« "Includes copyrighted material of Insurance Services Office, Inc. with its p � ® "✓ o CERTIFICATE OF LIABILITY INSURANCE OATE(MMIDDIVYVY) DA202, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Ann Risk Services South, Inc. GA CONTACT NAME: PHONE (866) 283-7122 FAX (800) 363-0105- INC. Ne. ExO: NC. No.: 35SO Lenox Road M Suit LenoX Road NE Suite 1700 - E-MAIL ADDRESS: Atlanta GA 30326 USA INSURER(S) AFFORDING COVERAGE NAICIf INSURED INSURER A: Greenwich Insurance Company 22322 Global Payments, Inc. 3550 Lenox Road NE INSURER B: INSURERC: Atlanta GA 30326 USA D: I!IISUIf NSURER E: INSURER F: L;I-H I IFICAI E THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSH LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF YY POLICYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS MADE ❑ OCCUR N PREMISES Ea occurrence) MED EXP (Any one person) - PERSONAL& ADV INJURY GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE POLICY ❑ PRO LOG JECT PRODUCTS'COMP/OPAGG OTHER: AUTOMOBILE LIABILITY COMBINEO SINGLE LIMIT it.a."Iei I BODILY INJURY I Per person) ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIBEOAUTOS NON OWNED ONLY AUTOS ONLY BODILY INJURY (Par awidenn PROPERTY DAMAGE Peraccident UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE AGGREGATE OED RETENTION WORKERS COMPENSATION AND PER STATUTE TT EMPLOYERS' LIABILITY YIN ER E.L. EACH ACCIDENT ANY PROPRIETOR I PARTNER I EXECUTIVE OFFICENMEMBER EXCLUDED? LJ NIA E.L. DISEASEEAEMPLOYEE (MandalerY in NIQ It yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT A E&O-MPL-Primary MTP904216901 12/01/2021 12/01/2022 Limit $10,000,000 Claims Made -include Cyber Retention $20,000,000 SIR applies per policy ter s & condi ions DESCRIPTION OF OPERATIONS LOCATIONS/ VEHICLES ACORD 101, Addltlonal Remarks Schedule, may be attached if more space is required) Technology E&O/Professional Indemnity/Network Security/Cyber Liability. `m CERTIFICATE HOLDER - CANCELLATION > SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE J POLICY PROVISIONS. �Sl City Of Santa Ana AUTHORIZED REPRESENTATIVE Risk Management Division - 20 civic Plaza, 4th Floor Santa Ana CA 92702 USA "Mmgewdvas. n �����'�, IRidEWHn6 AaHtwIDBr: .. i %du AIIfJa r ©1988.2015 ACORD CDR Rik ANnaecnmtchoeolNde ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY Aon Risk services South, Inc. NAMEDINSURED Global Payments, Inc. POLICYNUMBER see certificate Number: 570090553828 CARRIER see certificate Number: 570090553828 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Participating Insurers: Professional services Liability and Technology services / Privacy & Cyber security Liability Program December 1, 2021 to December 1, 2022 Policy Term: Primary S10M Layer : Greenwich Insurance Company - Policy No. MTP904216901 / NAIC # 22322 SIR applies per policy terms & conditions. $12.5M excess of $10M Layer : Lloyd's of London Syndicate 5383 Policy No. FSCE02102312 \CORD 101 (2008/011 I Id the ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC M: A ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY Aon Risk services South, Inc. NAMEDINSURED Global Payments, Inc. POLICY NUMBER See Certificate Number: 570090553828 cARnIER See Certificate Number: 570090553828 NAIL CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liabilitv Insurance schedule of Named Insured Entities: Professional services Liability and Technology Services / Privacy & Cyber security Liability Program December 1, 2021 to December 1, 2022 Policy Term: schedule of Named insured Entities: Open Edge Payments LLC GP Finance, LLC Global Payment Holding Company Global Payment Systems LLC Global Payments Acquisition corporation 3, LLC Global Payments Inc. Global Payments Direct, Inc. Greater Giving, Inc. PayPros LLC Storman software, Inc. Heartland Payment Systems, LLC Heartland Acquisition, LLC Debitek, Inc. Educational Computer Systems, Inc. xenial, Inc. Xpient, LLC Heartland Payroll Solutions, Inc. Payroll 1, Inc. TouchNet information systems, Inc. Active Network Ipico Holdings (US), LLC Active Network iPico (us) Inc. Active Network, LLC Iumpforward LLC Maximum solutions, LLC HK US LLC VEPF IV AIV VII-C Corp. Georgetown Merger sub, Inc. AdvancedMD, Inc. Nuesoft Technologies Inc. AllStar Billing services, LLC SICOM systems, Inc. Nextep Systems Inc. Mobile Bytes LLC 3POintData, Inc. Global Payments Americas Holding LLC Total System Services LLC Cayan Holdings LLC Cayan LLC Central Payment Co., LLC Central Payment Deployment, Inc. Columbus Depot Equipment company (LLC) Columbus Productions, Inc. Pro Pay, Inc. Trans First Parent Corp. Trans First Group Inc. TSYS Acquiring Solutions, LLC TSYS Advisors, Inc. TSYS Merchant Solutions, LLC Netspend corporation Netspend Holdings, Inc. skylight Acquisition I, Inc. Paylease Holdings, LLC Paylease LLC zego, Inc. MineralTree, Inc. Global Payments check Recovery services, Inc. Global Payments check services, LLC Global Payments Gaming International, Inc. Global Payments Gaming services, Inc. ;7 )BY ACORD 101 (2008101) 02008 ACORD CORPORATIC .. oak WR 9. eeeota—lAde The ACORD name and logo are registered marks of ACORD A� O CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) 10/1 2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER CONTACT NAHF AGO Risk Services South, Inc. PHONE (866) 293-7122 FAX (800) 363-0105 Atlanta GA Office WC. No. P,o: uc. NoD: 3550 Lenox Road NE E-MAR Suite 1700 PROONcEe Atlanta GA 30326 USA S7000007S610 COVERAGE I NAIL a MSURE, - MSUPERA: AR1] insurance Company 1/2/3 TSYS Merchant Solution INSURER B: Global Payments Inc. & It's Subsidiaries [HOLDER C: one TSYS Way C-4 INRORER D: Columbus GA 31901 USA INSURER E: INSURER F. COVERAGES CFRTIFICATF NI IMRFRS7nnAQAQSQJQ LOCATION OF PPEfgSEY DESCRIPTION OF PROPERTY (gXaclrpCpgp 10,gtltlltlonal0.amarts SCM1aJule.Xmera space I. requbstl THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER FOUCYEFFECTIVE DATEIMMIDUIYYYY) POLICY EXPIRATON DATE (MMIDDn ) COVERED PROPERTY LIMITS PROPF.RTti OF LOSS DEDUCTIBLES BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE RENTAL VALUE BLAM(ET BUILDING BIANKET PERS PROP GLANI(CT BLOC S PP CAUSES BASIC BUILDING BROAD SPECIAL OY EM$ FARTNOVAKE wlrv0 ELoaO INLAND MARINE CAUSES OF LOSS NAMED PERILS TYPE OF POLICY POLICY NUMBER A X CRIME TYPE OF POLICY Clime -Primary POOIOOO181834 3 09/01/2021 09/01/2022 X Employee DisM1onesry Deductible g5,000.000 X 31A00pU0 BOILER S MACHINERY I EQUIPMENT BREAKDOWN r!7 THE. COVERAGES (ALORO 101, gEOitlonal Remartr SCM1MuIe, mey he allxhetl if more space is re0uiretll CERTIFICATE HOLDER City of Santa Ana Risk Management Division 20 Civic Plaza, 4th Floor Santa Ana CA 92702 USA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES RE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE © 1995- ACORD 24 (2016103) The ACORD name and logo are registered marks of ACID 4 .0 c` c` o+ m N Co Co DO O O t` r X W RhkMolrgnnmf OiWior : `s fCENEWID6APmwaB Bv: 2015 ACORD CORPOR %au �&naea RD �ROXMRnagmenlUmrelNJp ,acoRO® CERTIFICATE OF PROPERTY INSURANCE DATE / ) 08/29/2025025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. PRODUCER CONTACT NAME: Aon Risk Services South, Inc. PHONE FAX Atlanta GA Office (A, No.Ext): (866) 283-7122 (A C. No.): (800) 363-0105 •. Three Ravina Drive E-MAIL Ln ADDRESS: Floor Atlantta G GA 30346 USA PRODUCER Atlanta CUSTOMER ID#: 570000075610 r w INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: AXIS Insurance Company 37273 y TSYS Merchant Solution INSURER B: C Global Payments Inc. & It's subsidiaries INSURERC: One TSYS Way C-4 INSURER I Columbus GA 31901 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570115182573 REVISION NUMBER: LOCATION OF PREMISES,DESCRIPTION OF PROPERTY(Attach ACORD 101.Additional Remarks Schedule.if more space is required) THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS rn CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, rn EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. rNi 00 INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION COVERED PROPERTY LIMITS ran LTR DATE(MM/DD/YYYY) DATE (MM/DD/YYYY) r-I r-I PROPERTY BUILDING CD n CAUSES OF LOSS DEDUCTIBLES PERSONAL PROPERTY BASIC BUILDING BUSINESS INCOME BROAD EXTRAEXPENSE LU m CONTENTS RENTALVALUE SPECIAL BLANKET BUILDING Z EARTHQUAKE UJ BLANKET PERS PROP WIND V FLOOD BLANKET BLDG&PP LL W U INLAND MARINE TYPE OF POLICY CAUSES OF LOSS POLICY NUMBER NAMED PERILS X CRIME P00100018183407 09 01 2025 09 01 2026 X Employee Dishonesty $10,000,000 SIR applies per policy terms & conditions TYPE OF POLICY X Retention $1,000,000 Crime-Primary =_ BOILER&MACHINERY/ EQUIPMENT BREAKDOWN _ SPECIAL CONDITIONS/OTHER COVERAGES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) q ppROVED see attached addendum for additional lists of Named Insureds. By Tu Tran Nguyen at 10:43 am,Jan 27, 2026 z CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Risk Management Division 20 Civic Plaza, 4th Floor AUTHORIZED REPRESENTATIVE A rrr777 Santa Ana CA 92702 USA ©1995-2015 ACORD CORPORATION.All rights reserved. ACORD 24(2016/03) The ACORD name and logo are registered marks of ACORD /-"I ® DATE(MM/DD/YYYY) �`� CERTIFICATE OF LIABILITY INSURANCE 11/19/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk Services South, Inc. PHONE (866) 283-7122 FAX (800) 363-0105 Atlanta GA Office (A/C.No.Ext): A/C.No.): Three Ravina Drive E-MAIL 22nd Floor ADDRESS: _ Atlanta GA 30346 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Indian Harbor Insurance Company 36940 Active Network, LLC INSURER B: 717 North Hardwood St. Suite 2500 INSURER C: Dallas TX 75201 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570116724837 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD I POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE ❑OCCUR PREMISES Ea occurrence MED EXP(Any one person) PERSONAL&ADV INJURY 00 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE N POLICY ❑JE ❑LOC PRODUCTS-COMP/OP AGG OTHER: o AUTOMOBILE LIABILITY COMBINEDt SINGLE LIMIT Ea acciden , ANY AUTO BODILY INJURY(Per person) 0 Z OWNED SCHEDULED BODILY INJURY(Per accident) 0 AUTOS ONLY AUTOS R HI R PROPERTY DAMAGE ED AUTOS NON-OWNED V ONLY AUTOS ONLY (Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE V EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION WORKERS COMPENSATION AND PER STATUTE I OTH- EMPLOYERS'LIABILITY y;N ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT -_ A E&O - Miscellaneous MTP904216905 11/15/2 225 11/15/2026 Per Claim $10,000,000— Professional-Primary Claims Made- Cyber Includ Aggregate $10,000,000 SIR applies per policy terms & condi ions DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 10:43 am,Jan 27,2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana, its officers AUTHORIZED REPRESENTATIVE agents and employees Attn: Silvia Cuevas 26 Civic Center Plaza Jv. Santa Ana CA 92701 USA ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services south, Inc. TSYS Merchant Solution POLICY NUMBER See Certificate Number: 570115182573 CARRIER NAIC CODE See Certificate Number: 570115182573 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance schedule of Named Insured Entities: Global Payments Inc. OpenEdge Payments LLC GP Finance, LLC Global Payment Holding Company Global Payment systems LLC Global Payments International Management LLC Global Payments Direct, Inc. Global Payments US Holdings 1 LLC Global Payments US Holdings 2 LLC Greater Giving, Inc. PayPros LLC Heartland Payment Systems, LLC Heartland Acquisition, LLC Debitek, Inc. Educational Computer Systems, Inc. xenial , Inc. Heartland Payroll solutions, Inc. Payroll 1, Inc. TouchNet Information Systems, Inc. Active Network Ipico Holdings (US), LLC Active Network IPICO (Us) Inc. Active Network, LLC ]umpforward LLC Maximum Solutions, LLC HK US LLC AdvancedMD, Inc. Nuesoft Technologies, Inc. All star Billing services, LLC Nextep systems Inc. Mobile Bytes, LLC 3PointData, Inc. Global Payments Americas Holding LLC Total System Services LLC Cayan LLC Central Payment Co. , LLC Columbus Depot Equipment Company (LLC) Columbus Productions, Inc. ProPay, Inc. ProPay Financial solutions Canada, Inc. TSYS Acquiring Solutions, LLC TSYS Advisors, Inc. GetHired, Inc. International Bancard Corporation VFF III AIV II Corp. (General Partner) Paragon Mobile, Inc. PayLease LLC d/b/a/ zego PayLease Insurance Services, LLC Ocius LLC MineralTree, Inc. Inspyrus, LLC Regal software Technologies, LLC Global Payments Check Recovery services, Inc. TSYS Merchant Solutions, LLC Mainstream Merchant Services, Inc. Netspend Holdings, Inc. Class Creator, LLC Como America UK LLC EPSG, LLC EVO Group Management, Inc, . EVO International Europe, LLC EVO Investco, LLC EVO Merchant Services, LLC EVO Payments International , LLC A0IB91'10142008/01) ©2008 ACORD CORPORATION.All rights reserved. Falcon Newco sub, Inc. The ACORD name and logo are registered marks of ACORD Federated Payment Systems, LLC Nodus Technologies, Inc. AGENCY CUSTOMER ID: 570000075610 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services south, Inc. TSYS Merchant Solution POLICY NUMBER see Certificate Number: 570115182573 CARRIER NAIC CODE see Certificate Number: 570115182573 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance schedule of Named Insured Entities: Class Creator, LLC Como America UK LLC Encore Payment systems, LLC e-Onlinedata, LLC EPSG, LLC EVO Group Management, Inc, . EVO International Europe, LLC EVO Investco, LLC EVO Merchant services, LLC EVO NA Holdings 2 LLC EVO Payments International , LLC EVO Payments, Inc. eZPay, LLC Falcon Newco sub, Inc. Federated Payment systems, LLC Nationwide Payment solutions, LLC Nodus Technologies, Inc. Pineapple Payments, LLC PowerPay, LLC shopping Cart Technology, LLC sterling Payment Technologies, LLC Vision Payment solutions, LLC Zenith Merchant services, LLC CMAS Adquirente, s. de R.L. de C.V. EMS Payments Mexico, s. de R.L. de C.V. EVO NA Holdings 1, s. de R.L. de C.V. EVO Mexico EVO Payments Holdings, S. de R.L. de C.V. EVO Payments Mexico, s. de R.L. de C.V. EVO Mexico EMS Servicios de Pago, S. de R.L. de C.V. TSYS Servicos de Transacoes Eletronicas Ltda TSYS Chile SpA Pago Facil Tecnologia SpA Pagos y Servicios S.A. PST Pago Facil SpA Global Payments U.K. Ltd. Global Payments U.K. 2 Ltd. GPUK LLP Storman software Ltd. The Active Network (EU) Ltd. Global Technology UK, 1 Ltd. Global Technology UK, 2 Ltd. Global Payments UK Holdings 1 LTD Global Payments UK Holdings 2 LTD Global Payments Europe, S.R.O. (UK Branch) Bleep UK PLC TSYS International Management Limited Merchant warehouse (NI) Ltd Total system services Processing Europe Limited TSYS Card Tech Limited TSYS Managed services EMEA Limited Como UK Ltd. Como America UK Ltd. Anderson Zaks Limited EVO Merchant services UK 1 Ltd. EVO Merchant services UK 2 Ltd. EVO Payments International GmbH, UK Branch EVO Payments International UK Ltd. EVO Payments UK Holdings, Ltd. EVO Payments UK Ltd Global Payments - Realex Payments Holding Limited Pay and shop Limited AQ?R0.nah(Rbl W1ILi mi ted UK Branch ©2008 ACORD CORPORATION.All rights reserved. B rl coni Holdings Limited The ACORD name and logo are registered marks of ACORD EVO Payments International GmbH, Irish Branch BOIPA TSYS Europe (Netherlands) B.V. AGENCY CUSTOMER ID: 570000075610 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services south, Inc. TSYS Merchant Solution POLICY NUMBER see Certificate Number: 570115182573 CARRIER NAIC CODE see Certificate Number: 570115182573 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance schedule of Named Insured Entities: TSYS Managed services EMEA B.V. TSYS Managed services EMEA (Netherlands) B.V. Sabrir Invest, S.L. Clear One, S.L. Electronic Data Processing source S.A. EVO Payments International Greece Holdings single Member S.A. Intelligent Payments Group Limited Myriad Payments Limited TSYS Europe (Deutschland) GMBH Global Payments Limited International Transaction Payment solutions (Malta) Limited Centrum Elektronicznych uslug Platniczych eservice Sp. z 0.0. eservice Global Payments Europe, s.r.o. Magyarorszagi Fioktelepe Global Payments Europe, d.o.o. Sarajevo TSYS Europe (Italia) S.r.l . TSYS Card Tech services Limited TSYS Card Tech services Limited (a Card Tech Cyprus Branch) weefeel Technology DMCC New Como Ltd. Como AI Malta Ltd. weefeel Technology Ltd. Ezidebit Pty Ltd. Ezi Holdings, Pty Ltd. Ezi Management Pty Ltd. eway Payments Pty Ltd. Global Payments Australia 1 Pty Ltd. Global Payments Australia 2 Pty Ltd. Storman Holdings Pty Ltd. Storman software Pty Ltd. web Active Corporation Pty Ltd. The Active Network (AUS-NZ) Pty Ltd. Sentral Pty Ltd Our Online Canteen PTY LTD (Quick Cliq) Pigeonhole software Pty Ltd ewAY Payments New Zealand Limited Ezidebit New Zealand Limited Storman software Limited Ezidebit HK, Ltd. Global Payments Asia-Pacific Ltd. Global Payments Asia-Pacific (Hong Kong), Ltd. Global Payments Asia-Pacific (Hong Kong Holding) Ltd. Global Payments Asia-Pacific Processing Company Ltd. Global Payments Acquisition Corporation HK Holding Limited Active Network (HK), Limited Global Payments Asia-Pacific (shanghai), Ltd. Global Payments Asia-Pacific (shanghai) Ltd. - Beijing branch The Active Network Ltd. (Xian) The Active Network Ltd. (ChengDu) TSYS China Nodus Technologies (Suzhou) Co. , Ltd. Global Payments Card Processing Malaysia Sdn. Bhd TSYS Card Tech services (Malaysia) Limited Global Payments Singapore Private Limited Global Payments Asia-Pacific (Singapore Holding) Private Limited ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services south, Inc. TSYS Merchant Solution POLICY NUMBER see certificate Number: 570115182573 CARRIER NAIC CODE see certificate Number: 570115182573 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance schedule of Named Insured Entities: Global Payments Asia Pacific (Hong Kong Holding) Ltd. - Singapore branch The Active Network (Asia) Pte. Ltd. GP Asia-Pacific Macau Limited Global Payments Asia Pacific (Hong Kong)Limited, Taiwan Branch Global Payments Asia-Pacific Maldives Private Limited Global Payments Process Centre, Inc. eWAY Payments Asia Pte, Ltd. Global Payments Asia-Pacific Lanka (Private) Limited Global Payments Asia-Pacific Lanka (Private) Limited, Maldives branch MineralTree, Pvt. Ltd. TSYS card Tech services India LLP Infonox software Private Limited Global Payments Asia-Pacific India Private Ltd. ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER See Certificate Number: 570116724837 CARRIER NAIC CODE See Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: OpenEdge Payments LLC GP Finance, LLC Global Payment Holding Company Global Payment systems LLC Global Payments International Management LLC Global Payments Inc. Global Payments Direct, Inc. Global Payments US Holdings 1 LLC Global Payments US Holdings 2 LLC Greater Giving, Inc. PayPros LLC Heartland Payment Systems, LLC Heartland Acquisition, LLC Debitek, Inc. Educational Computer Systems, Inc. xenial , Inc. TouchNet Information Systems, Inc. Active Network Ipico Holdings (US), LLC Active Network IPICO (Us) Inc. Active Network, LLC ]umpforward LLC Maximum Solutions, LLC HK US LLC Nextep systems, Inc. Mobile Bytes, LLC 3PointData, Inc. Global Payments Americas Holding LLC Total System Services LLC Cayan LLC Central Payment Co. , LLC Columbus Depot Equipment Company (I-LC) Columbus Productions, Inc. ProPay, Inc. ProPay Financial solutions Canada, Inc. TSYS Acquiring Solutions, LLC TSYS Advisors, Inc. The Global Payments Care Foundation, Inc. International Bancard Corporation Paragon Mobile, Inc. PayLease LLC (d/b/a/ zego) PayLease Insurance Services, LLC Ocius LLC MineralTree, Inc. Inspyrus, LLC Regal software Technologies, LLC TSYS Merchant Solutions, LLC Mainstream Merchant Services, Inc. Netspend Holdings, Inc. Class Creator, LLC Como America UK LLC EVO Group Management, Inc, . EVO International Europe, LLC EVO Investco, LLC EVO Merchant Services, LLC EVO Payments International , LLC EVO Payments, Inc. Falcon Newco Sub, Inc. Federated Payment Systems, LLC Nodus Technologies, Inc. Sterling Payment Technologies, LLC Zenith Merchant Services, LLC Above and Beyond - Business Tools and services for Entrepreneurs, Inc. , Yazara Payment Solutions Inc. Chargebacy Help LLC ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER see Certificate Number: 570116724837 CARRIER NAIC CODE See Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: vendara Payments LLC TSYS Managed services Canada, Inc. GPC Financial Corporation Global Payment systems of Canada, Ltd. Global Payments Canada GP Global Payments Canada Inc. Active Network IPICO (CA), Inc. Active Network IPICO Innovation, Inc. TeamPages, Inc. The Active Network, Ltd. Xenial systems Canada, Inc. EVO Merchant services Canada Co. Delego Software ULC EVO Payments International Corp. - Canada Federated Payments Canada Corporation North49 Business solutions Inc. Zenith Merchant services, Inc. (services Aux Marchands zenith Inc.) CMAS Adquirente, S. de R.L. de C.v. EMS Payments Mexico, S. de R.L. de C.V. EVO NA Holdings 1, S. de R.L. de C.V. EVO Payments Holdings, S. de R.L. de C.v. "EVO Payments Mexico, S. de R.L. de C.V. EMS Servicios de Pago, S. de R.L. de C.v. GLOBAL PAYMENTS ISSUER SOLUTIONS MEXICO, S. DE R.L. DE C.V GPMT, S de R.L. de C.V. TSYS Servicos de Transacoes Eletronicas Ltda TSYS Chile SpA Pago Facil Tecnologia SpA PST Pago Facil SpAGlobal Payments U.K. Ltd. Global Payments U.K. 2 Ltd. GPUK LLP Storman Software Ltd. The Active Network (EU) Ltd. Global Technology UK, 1 Ltd. Global Payments UK Holdings 1 LTD Global Payment UK Holdings 2 LTD Global Payments Europe, S.R.O. (UK Branch) Bleep UK PLC TSYS International Management Limited Merchant warehouse (NI) Ltd Total system services Processing Europe Limited TSYS Card Tech Limited TSYS Managed Services EMEA Limited Como UK Ltd. Como America UK Ltd. EVO Merchant Services UK 1 Ltd. EVO Payments International UK Ltd. EVO Payments UK Holdings, Ltd. EVO Payments UK Ltd Global Payments Acquisition UK Limited Global Payments UK Financing Limited Takepayments Limited Pay and shop Limited UK Branch Global Payments - Realex Payments Holding Limited Pay and shop Limited The Active Network Endurance EU (Ireland) Limited Briconi Holdings Limited GP Payments Acquiring International GmbH, Irish Branch ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER See Certificate Number: 570116724837 CARRIER NAIC CODE See Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: International Transaction Payment Solutions Limited ITPS Limited Way2Pay Limited Global Payments Corporation S.a.r.l . Global Payments Bermuda, LTD TSYS Russia L.L.C. Spolecnost pro informacni databaze, a.s. Joint stock Company" Global Payments Europe, s.r.o. EVO Czech Republic s.r.o. EVO Payments International s.r.o. TSYS Europe (Netherlands) B.V. TSYS Managed Services EMEA B.V. TSYS Managed Services EMEA (Netherlands) B.V. Sabrir Invest, SLU Global Payments Issuer solutions Espana, S.L.U. Blinco SX ciones y Servicios de valor S.L.U. Clear One, S.L. GP Spain Financing, S.L. Electronic Data Processing Source S.A. EVO Payments International Greece Holdings single Member S.A. Intelligent Payments Group Limited Myriad Payments Limited TSYS Europe (Deutschland) GMBH GP Payments International Acquisition GmbH GP Payments Acquiring International GmbH GP Payments Acquiring International Holding GmbH & Co. KG GP Payments Acquiring International Verwaltungs GmbH Global Payments Limited International Transaction Payment Solutions (Malta) Limited GLOBALTECH POLAND SPOLKA Z OGRANICZONA ODPOWIEDZIALNOSCIA EKERO spolka z ograniczona odpowiedzialnoscia (Ekero sp. z o.o.) Global Payments Europe, s.r.o. Ma9yarorszagi Fioktelepe xenial HU Korlatolt Felelossegu Tarsasag Global Payments Europe, d.o.o. Sarajevo IPICO south Africa (Pty) Ltd. TSYS Europe (Italia) S.r.l . TSYS Card Tech Services Limited TSYS Card Tech Services Limited (a Card Tech Cyprus Branch) Weefeel Technology DMCC New Como Ltd. Como AI Malta Ltd. Weefeel Technology Ltd. PZ Holdings Limited A.D.M. Chargeback Consulting EOOD Ezi Holdings, Pty Ltd. Ezi Management Pty Ltd. eway Payments Pty Ltd. Global Payments Australia 1 Pty Ltd. Global Payments Australia 2 Pty Ltd. Storman Holdings Pty Ltd. Storman Software Pty Ltd. Web Active Corporation Pty Ltd. The Active Network (AUS-NZ) Pty Ltd. Sentral Pty Ltd Our Online Canteen PTY LTD Pigeonhole Software Pty Ltd ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER See Certificate Number: 570116724837 CARRIER NAIC CODE See Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: ewAY Payments New Zealand Limited Ezidebit New Zealand Limited Storman Software Limited Ezidebit HK, Ltd. Global Payments Asia-Pacific Ltd. Global Payments Asia-Pacific (Hong Kong), Ltd. Global Payments Asia-Pacific (Hong Kong Holding) Ltd. Global Payments Asia-Pacific Processing Company Ltd. Global Payments Hong Kong Holding Limited Active Network (HK), Limited Global Payments Asia-Pacific (Shanghai), Ltd. Global Payments Asia-Pacific (Shanghai) Ltd. - Beijing branch The Active Network Ltd. (Xian) The Active Network Ltd. (ChengDu) Total system services LLC Shanghai Representative office Nodus Technologies (Suzhou) Co. , Ltd. Global Payments Card Processing Malaysia Sdn. Bhd TSYS Card Tech services (Malaysia) Limited Global Payments Singapore Private Limited Global Payments Asia-Pacific (Singapore Holding) Private Limited Global Payments Asia Pacific (Hong Kong Holding) Ltd. - Singapore branch The Active Network (Asia) Pte. Ltd. Global Payments Asia-Pacific Singapore Private Limited Global Payments Asia-Pacific (Hong Kong Holding) Ltd. - Brunei branch GP Asia-Pacific Macau Limited Global Payments Asia Pacific (Hong Kong)Limited, Taiwan Branch Global Payments Asia-Pacific Maldives Private Limited Global Payments Process Centre, Inc. ewAY Payments Asia Pte, Ltd. Global Payments Asia-Pacific Lanka (Private) Limited Global Payments Asia-Pacific Lanka (Private) Limited, Maldives branch EFT Payments (Asia) Limited EFT Payments Taiwan Branch ITS Global Ltd. oollet ltd. oollet Information Technology (Shenzhen) Company Limited (China) EFT Payments (China) Ltd. Guangzhou Eftpay Limited (China) MineralTree, Pvt. Ltd. TSYS Card Tech Services India LLP Infonox Software Private Limited Global Payments Asia-Pacific India Private Ltd. Zone2Boost, S.L. Global Payments MoneyToPay, E.D.E. , S.L. Payment Innovation Hub, S.A. Shoppiday Digital , S.L. Socialpay, S.L. Retail Pro Holdings LLC worldline ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER See Certificate Number: 570116724837 CARRIER NAIC CODE See Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: China unionpay Data services Company Limited Global Payments Asia-Pacific Philippines Inc. Global Payments Technology Mexico, S.A de C.V. Total system services de Mexico, S.A. de C.V. Global Payments s.r.o. Global Payments s.r.o. Praga Sucursala Buccuresti Global Payments s.r.o. organizacna zlozka Global Payments, s.r.o. zweigniederlassung osterreich Comercia Global Payments Entidad de Pago, S.L. EPG Support Espana, S.L. Commerz Globalpay GmbH Pagos y Servicios S.A. (joint venture) NBG Pay Societe Anonyme Centrum Elektronicznych uslug Platniczych eservice Sp. z 0.0. eservice" EPSG, LLC eZPay, LLC ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER see Certificate Number: 570116724837 CARRIER NAIC CODE see Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Participating Insurers: Professional services Liability and Technology services / Privacy & Cyber security Liability Program November 15, 2025 to November 15, 2026 Policy Term: Primary $10M Layer: Policy Number: MTP904216905 EFF: 11/15/2025 EXP: 11/15/2026 Insurer: Indian Harbor Insurance Company Limit: $10M SIR applies per policy terms & conditions. $10M xs $10M Layer: Policy Number: FSCEo2502312 EFF: 11/15/2025 EXP: 11/15/2026 Insurer: Beazley syndicates Lloyd's underwriter 2623/623 Limit: $10M xs $10M Claims Made ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD