CARD SERVICES TERMS & CONDITIONS
PLEASE READ SECTION 17 (“DISPUTE RESOLUTION”) CAREFULLY
AS IT RELATES TO ARBITRATION AND CLASS ACTIONS
The “Card Services Agreement” consists of these Card Services Terms & Conditions and the Merchant Application and is made by and among Merchant (or
“you”), Global Payments Direct, Inc. (“Global Direct”) and Member (as defined below). The provisions in the Card Services Agreement are applicable to Merchant
if Merchant executes this Card Services Agreement online on CyberSource Corporation’s (“CyberSource”) website (including the Authorize.Net website) and
clicks the “Submit,” “Accept,” or equivalent indicator. The member bank identified in the Merchant Application (“Member”) is a member of Visa USA, Inc. (“Visa”)
and MasterCard International, Inc. (“MasterCard”). CyberSource is a third party agent. Global Direct is a registered independent sales organization of Visa, a
member service provider of MasterCard and a registered acquirer for Discover Financial Services LLC (“Discover”). If applicable, any references to the Debit
Sponsor shall refer to the debit sponsor identified below.
Merchant and Global Direct agree that the rights and obligations contained in these Card Services Terms and Conditions do not apply to the Member with respect
to Discover and Switched Transactions (as defined below). To the extent Merchant accepts Discover cards, the provisions in this Agreement with respect to
Discover apply if Merchant does not have a separate agreement with Discover. In such case, Merchant will also be enabled to accept JCB, China Union Pay,
and Diner’s Club under the Discover network and such transactions will be processed at the same fee rate as Merchant’s Discover transactions are processed.
To the extent Merchant accepts Discover cards and has a separate agreement with Discover, Discover card transactions shall be processed as Switched
Transactions (as defined below). To the extent Merchant accepts American Express cards, the provisions in this Agreement with respect to American Express
apply if Merchant does not have a separate agreement with American Express.
Under the terms of the Card Services Agreement, Merchant will be furnished with the services and products, including any software, described herein and in the
Merchant Application and selected by Merchant therein (collectively and individually, as applicable, the “Services”). During the term of the Card Services
Agreement, Global Direct will be the sole and exclusive provider of all card Services to Merchant. Any Merchant accepted by Global Direct for card processing
services agrees to be bound by the Card Services Agreement, including the terms of the Merchant Application and these Card Services Terms & Conditions as
may be modified or amended in the future. A MERCHANT’S SUBMISSION OF A TRANSACTION TO GLOBAL DIRECT SHALL BE DEEMED TO SIGNIFY
MERCHANT’S ACCEPTANCE OF THE CARD SERVICES AGREEMENT, INCLUDING THE TERMS AND CONDITIONS HEREIN.
Except as expressly stated in the first three paragraphs of Section 13, all terms and conditions of this Card Services Agreement shall survive termination.
Global Direct and Global Check utilize subcontractors, agents and other third party providers (together “Subcontractors”), including CyberSource and its affiliates
(“CyberSource”), to provide certain of the Services and other functions described in this Card Services Agreement. For the avoidance of doubt, Merchant hereby
expressly authorizes Global Direct’s and Global Checks’ use of Subcontractors hereunder
2. SERVICE DESCRIPTIONS.
Credit Card Processing Services: Global Direct’s credit card processing services consist of authorization and electronic draft capture of credit card transactions;
outclearing of such transactions to the appropriate card associations and/or issuers (e.g., Visa, MasterCard, Diners, Discover); settlement; dispute resolution
with cardholders’ banks; and transaction-related reporting, statements and products. From time to time under this Card Services Agreement, upon Merchant’s
request, Global Direct may facilitate the transmission of certain payment card transactions (“Switched Transactions”) to the respective card issuers, including
but not limited to Diners Club® and various fleet, private label and commercial cards. Any Switched Transactions submitted by Merchant require Global Direct’s
prior written approval and are subject to applicable pricing; Global Direct does not purchase the indebtedness associated with Switched Transactions.
Provisions regarding debit card services are set forth in Section 27 below and shall apply to Merchant in the event that Merchant elects to accept debit transitions
as part of the Services.
Merchant agrees to pay and Merchant’s account(s) will be charged pursuant to Section 5 of this Card Services Agreement for any additional fees incurred as a
result of Merchant’s subsequent acceptance of transactions with any Visa or MasterCard product that it has elected not to accept.
Merchant will permit holders of valid cards bearing the symbols of the cards authorized to be accepted by Merchant hereunder to charge purchases or leases of
goods and services and the debt resulting therefrom shall be purchased hereunder, provided that the transaction complies with the terms of this Card Services
Agreement. All indebtedness submitted by Merchant for purchase will be evidenced by an approved sales slip. Merchant will not present for purchase any
indebtedness that does not arise out of a transaction between a cardholder and Merchant. Merchant agrees to follow the Card Acceptance Guide which is
incorporated into and made part of this Card Services Agreement, and to be bound by the operating regulations, requirements, and rules of Visa, MasterCard,
Discover, PayPal and any other card association or network organization covered by this Card Services Agreement, as any of the above referenced documents
may be modified and amended from time to time.
Merchant acknowledges that the Card Acceptance Guide is located on Global Direct’s website at www.globalpaymentsinc.com. Without limiting the generality
of the foregoing, Merchant agrees to comply with and be bound by, and to cause any third party who provides Merchant with services related to payment
processing or facilitates Merchant’s ability to accept credit and debit cards and who is not a party to this Card Services Agreement to comply with and be bound
by, the rules and regulations of Visa, MasterCard, Discover, PayPal and any other card association or network organization related to cardholder and transaction
information security, including without limitation, all rules and regulations imposed by the Payment Card Industry (PCI) Security Standards Council (including
without limitation the PCI Data Security Standard),Visa’s Cardholder Information Security Program, MasterCard’s Site Data Protection Program, and Payment
Application Best Practices. Merchant also agrees to cooperate at its sole expense with any request for an audit or investigation by Global Direct, Member, a
card association or network organization in connection with cardholder and transaction information security. Without limiting the generality of the foregoing,
Merchant agrees that it will use information obtained from a cardholder in connection with a card transaction solely for the purpose of processing a transaction
with that cardholder or attempting to re-present a chargeback with respect to such transaction. Merchant will indemnify and hold Global Direct and Member
harmless from any fines and penalties issued by Visa, MasterCard, Discover, PayPal or any card association or network organization and any other fees and
costs arising out of or relating to the processing of transactions by Global Direct and Member at Merchant’s location(s) and will reimburse Global Direct for any
losses incurred by Global Direct with respect to any such fines, penalties, fees and costs.
Without limiting the generality of any other provision of this Card Services Agreement, Merchant also agrees that it will comply with all applicable laws, rules and
regulations related to both (a) the truncation or masking of cardholder numbers and expiration dates on transaction receipts from transactions processed at
Merchant’s location(s), including without limitation the Fair and Accurate Credit Transactions Act and applicable state laws (“Truncation Laws”) and (b) the
collection of personal information from a cardholder in connection with a card transaction, including all applicable state laws (“Laws on Collection of Personal
Information”). As between Merchant, on the one hand, and Global Direct and Member, on the other hand, Merchant shall be solely responsible for complying
with all Truncation Laws and Laws on Collection of Personal Information and will indemnify and hold Global Direct and Member harmless from any claim, loss
or damage resulting from a violation of Truncation Laws or Laws on Collection of Personal Information as a result of transactions processed at Merchant’s
Global Direct may, from time to time, issue written directions (via mail or Internet) regarding procedures to follow and forms to use to carry out this Card Services
Agreement. These directions and the terms of the forms are binding as soon as they are issued and shall form part of these Card Services Terms & Conditions.
Such operating regulations and rules may be reviewed upon appointment at Global Direct’s designated premises and Merchant acknowledges that it has had
the opportunity to request a review and/or review such operating regulations and rules in connection with its execution of this Card Services Agreement.
5. PAYMENT, CHARGES AND FEES.
Fees and charges payable by Merchant for all products, services and applications, whether provided by Global Direct or by a third party through Global Direct,
shall be as set forth in the Merchant Application (exclusive of taxes, duties and shipping and handling charges). Merchant shall at all times maintain one or more
commercial checking accounts with Member or with another financial institution of Merchant’s choice acceptable to Member and Global Direct that belongs to
the Automated Clearing House (“ACH”) network and which can accept ACH transactions. Merchant will be paid for indebtedness purchased under this Card
Services Agreement by credit to Merchant’s account(s). Merchant’s account(s) will be credited for the gross amount of the indebtedness deposited less the
amount of any credit vouchers deposited. Merchant shall not be entitled to credit for any indebtedness that arises out of a transaction not processed in
accordance with the terms of this Card Services Agreement or the rules and regulations of a card association or network organization. Availability of any such
funds shall be subject to the procedures of the applicable financial institution. Chargebacks and adjustments will be charged to Merchant’s account(s) on a daily
basis. Merchant agrees to pay and Merchant’s account(s) will be charged for the discount, fees, product service costs, chargebacks, and other fees and charges
described in this Card Services Agreement. Merchant also agrees to pay and Merchant’s account(s) will be debited for all fees, arbitration fees, fines, penalties,
etc. charged or assessed by the card associations or network organizations on account of or related to Merchant’s processing hereunder, including without
limitation with regards to any third party who provides Merchant with services related to payment processing or facilitates Merchant’s ability to accept credit and
debit cards and who is not a party to this Card Services Agreement. If any type of overpayment to Merchant or other error occurs, Merchant’s account(s) may
be debited or credited, without notice, and if Merchant’s account(s) do not contain sufficient funds, Merchant agrees to remit the amount owed directly to Global
Direct. Merchant agrees not to, directly or indirectly, prevent, block or otherwise preclude any debit by Global Direct or Member to Merchant’s account which is
permitted hereunder. Merchant represents and warrants that no one other than Merchant has any claim against such indebtedness except as authorized in
writing by Member and Global Direct. Merchant hereby assigns to Member and Global Direct all of its right, title, and interest in and to all indebtedness submitted
hereunder, agrees that Member and Global Direct have the sole right to receive payment on any indebtedness purchased hereunder, and further agrees that
Merchant shall have no right, title or interest in any such funds, including any such funds held in a Reserve Account (as defined below).
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