Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Staff Report 2501-4050
CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, April 07, 2025 Council Chambers & Hybrid 5:30 PM Agenda Item 7.Approval of Contract Amendment Number 2 to Contract Number C24189061 with Wells Fargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Administrative Services Meeting Date: April 7, 2025 Report #:2501-4050 TITLE Approval of Contract Amendment Number 2 to Contract Number C24189061 with Wells Fargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or their designee to execute a Contract with Wells Fargo for lockbox services (Attachment A) for the term of one-year, ending June 30, 2026. BACKGROUND Lockbox services have been provided by Wells Fargo since 20141. Staff conducted a competitive solicitation for banking and related services in fall 2023 for general banking, lockbox, and investment safekeeping services. Banking service agreements were approved by the City Council on June 17, 20242; lockbox services were awarded to US Bank, giving a one-year extension to Wells Fargo to transition lockbox services. The transition of lockbox services from Wells Fargo to US Bank has not yet occurred, as staff in Administrative Services and the Utilities Department are coordinating this transition together with the City’s new utility bill print and mailing provider, InfoSend. To ensure service continuity and avoid undergoing bill reconfiguration with Wells Fargo and then for US Bank, staff’s workplan is to transition to lockbox providers in coordination with the transition to InfoSend, expected to be complete fall/winter 2025. 1 City Council, June 23, 2014: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2014/4905.pdf 2 City Council, June 17, 2024: https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82899 ANALYSIS Based on updated volumes and unit pricing, Wells Fargo’s annual fees for the one-year extension is estimated to decrease from $18,245 to $18,093. The agreement with Wells Fargo is structured based on service and activity level; the City essentially controls cost via a fixed payment per service during the duration of the contract. The structure of the contract terms do not include a “not-to-exceed” limit, as cost is dictated by transaction volume which an vary over time based on the City’s service needs. Staff continually monitors costs on a routine basis. The FY 2025 Adopted Budget and the FY 2026 Proposed Budget, that is under development and subject to City Council adoption scheduled for June 2025, includes sufficient funding for this contract. Future year funding is subject to Council appropriation during the annual budget process. A not-to-exceed limit is not assigned to this contract due to the structure where fees are negotiated on per unit fixed pricing based on specific services based on volume that is controlled by the City. Administrative Services staff coordinates with departments that are involved with daily banking transactions, primarily in the Utilities Department, whose feedback on the service level provided by Wells Fargo is satisfactory. Wells Fargo’s service continuity is needed as Administrative Service and Utilities partners to transition to the City’s new utility bill print and mailing provider, InfoSend. Council action on this item is not a project under the California Environmental Quality Act (CEQA) because the contract amendments for lockbox banking services are not a continuing administrative or maintenance activity. CEQA Guidelines section 15378(b)(2). Attachment A: Wells Fargo Agreement for Lockbox and Related Services : Lauren Lai, Administrative Services Director Exhibit 1 Wells Fargo Treasury Management Pricing Summary, November 2024 (Attached) Treasury Management Pricing Summary Prepared for: City of Palo Alto Pricing based off November 2024 Volumes Monthly Fee Based * Earnings Net Excess/ Current Analyzed Charges ($2,179.00)$0.00 $658.69 ($1,520.31) 2025 Pricing Event - Through June 2025 ($2,166.46)$0.00 $658.69 New Contract Pricing - Beginning July 2025 ($2,706.30) Current Treasury Management Pro Forma City of Palo Alto Pricing as of December 2024 ANALYSIS SUMMARY Average Positive Collected Balance $177,789.01 Investable Balance Available for Services 177,789.01 Monthly Analyzed Charges $2,179.00 Earnings Allowance @ 4.52% 1,520.31 Investable balance required to offset $1.00 of analyzed charges $269.91 SERVICE DETAILS WF AFP Service Code Code Service Description Unit Price Volume Charges BALANCE & COMPENSATION INFORMATION RECOUPMENT MONTHLYIAMTH000230 0.12750 444 56.61 BALANCE & COMPENSATION INFORMATION Subtotal 56.61 GENERAL ACCOUNT SERVICES ACCT MAINTENANCE22051010000 7.00000 1 7.00 8.20 CK021 DEBITS POSTED 12 GENERAL ACCOUNT SERVICES Subtotal LOCKBOX SERVICES 36769 05011L LBX PAPER PACKAGE BASE 40.00000 150.00000 70.00000 150.00000 1.00000 0.30000 0.30000 0.05000 0.03000 0.02000 100.00000 0.00000 0.15000 0.10000 0.02000 0.01000 1 40.00 150.00 70.00LBX WEEKEND SERVICE BASE 1 1 150.00 LBX REMIT PROCESSED EXPRESS MAIL 2 5 1.50 409 5,015 5,015 15,558 1 122.70 LBX WT CHECKS 1,958 LBX WT TOTAL PAYMENTS PROCESSED 328.50 LBX WT PARTIAL PAYMENT LOCKBOX SERVICES Subtotal 3.22 21.90 1,737.98 DEPOSITORY SERVICES CK061 100400 RETURN ITEM - CHARGEBACK 2.00000 0.00000 0.25000 15.00000 1 2.00 RETURN ITEM SERVICE MTHLY BASE 0.25 15.00 Pro Forma 2 of 10 WF AFP Service Code Code Service Description Unit Price Volume Charges CK075 100402 RETURN ITEM REDEPOSITED 1.00000 1 64 1.00 112.00 118.35 248.60 MISCELLANEOUS CREDITS POSTED DEPOSITORY SERVICES Subtotal 2,367 PAPER DISBURSEMENT SERVICES 22225 150240 CHECK CASHING THRESHOLD MO BASE 0.00000 0.00000 0.00000 10.00000 1 0.00 0.00 PYMT AUTH MAX CHECK MTHLY BASE PAPER DISBURSEMENT SERVICES Subtotal 10.00 10.00 GENERAL ACH SERVICES CK018 250201 ELECTRONIC CREDITS POSTED 0.10000 13 1.30 ACH RECEIVED ITEM 4.20 ACH FRAUD FILTER REVIEW MO BASE GENERAL ACH SERVICES Subtotal 5.00 10.50 WIRE & OTHER FUNDS TRANSFER SERVICE WIRE OUT DOMESTIC VANTAGE/APIES139350100 3.00000 10 30.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 30.00 INFORMATION SERVICES 34123 40022Z ALERTS SERVICE - EMAIL 0.75000 20.00000 0.07500 20.00000 0.07500 0.33000 30 22.50 INTRADAY BASE PER ACCT PER REPORT 92 20.00 94 0.66 INFORMATION SERVICES Subtotal 77.11 Total Analyzed Charges 1,520.31 1,520.31 Disclosures We created this proposal for you based on our understanding of your requirements and the services in which you expressed This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing Pro Forma 3 of 10 Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you Regarding your services Recoupment Fees We may assess a Recoupment Fee (Wells Fargo code IAMTH) to partially recover insurance premiums we pay to the FDIC Fee Calculation: Per one thousand dollars of monthly average ledger balance you maintain in your account, multiplied by 0.12750. The FDIC Overdraft Fees We may assess a $35 Overdraft Fee (Wells Fargo code 24250) for any item we pay into overdraft. We limit our overdraft paid Use of Uncollected Funds Fee We may assess Use of Uncollected Funds fee (Wells Fargo code ODACT) for each day your account has a daily negative Alerts Service Charges are assessed against the volume of Alerts per user, per company, per month basis. Users are only charged for Wire Book Transfer A Vantage/API Wire book transfer is between two accounts initiated via Vantage/API Wires Book Transfer workflow. A Payment Services with No Volumes Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event This message may contain confidential and/or privileged information. If you are not the addressee or authorized to © 2024 Wells Fargo Bank, N.A. All rights reserved. Not intended for public distribution. Pro Forma 4 of 10 2025 Treasury Management Pro Forma City of Palo Alto Pricing as of January 2025 ANALYSIS SUMMARY Average Positive Collected Balance $177,789.01 Investable Balance Available for Services 177,789.01 Monthly Analyzed Charges $2,166.46 Earnings Allowance @ 4.52% 1,507.77 Investable balance required to offset $1.00 of analyzed charges $269.91 SERVICE DETAILS WF AFP Service Code Code Service Description Unit Price Volume Charges BALANCE & COMPENSATION INFORMATION RECOUPMENT MONTHLYIAMTH000230 0.12750 444 56.61 BALANCE & COMPENSATION INFORMATION Subtotal 56.61 GENERAL ACCOUNT SERVICES ACCT MAINTENANCE22051010000 7.00000 1 7.00 8.20 DEBITS POSTED 12 GENERAL ACCOUNT SERVICES Subtotal LOCKBOX SERVICES 03302 050400 LBX TRANSMISSION BASE 150.00000 1 150.00 LBX WEEKEND SERVICE BASE 1 LBX REMIT PROCESSED EXPRESS MAIL 2 5 1.50 409 5,015 15,558 1 122.70 LBX VALUE ADDED KEYING LBX USPS DELIVERY PER PACKAGE 1 9.00 1 100.00 LBX WTL CHECKS PROCESSED LOCKBOX SERVICES Subtotal 1,958 328.50 21.90 1,671.46 DEPOSITORY SERVICES CK061 100400 RETURN ITEM - CHARGEBACK 2.00000 0.00000 0.25000 15.00000 1.00000 1.75000 1 2.00 RETURN ITEM SERVICE MTHLY BASE 1 0.25 1 15.00 1 MISCELLANEOUS CREDITS POSTED 64 112.00 WF AFP Service Code Code Service Description Unit Price Volume Charges 311 100224 WHOLESALE LOCKBOX - DEPOSITED CHECK 0.05000 2,367 118.35 DEPOSITORY SERVICES Subtotal 248.60 PAPER DISBURSEMENT SERVICES 22225 150240 CHECK CASHING THRESHOLD MO BASE PAPER DISBURSEMENT SERVICES Subtotal 0.00000 0.00000 0.00000 10.00000 1 0.00 0.00 10.00 10.00 GENERAL ACH SERVICES CK018 250201 ELECTRONIC CREDITS POSTED 0.10000 13 1.30 ACH RECEIVED ITEM 4.20 ACH FRAUD FILTER REVIEW MO BASE GENERAL ACH SERVICES Subtotal 5.00 10.50 WIRE & OTHER FUNDS TRANSFER SERVICE WIRE OUT DOMESTIC VANTAGE APIES139350100 3.00000 10 30.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 30.00 INFORMATION SERVICES 34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate 130.00000 1 0.43 WIRE TEMPLATE - CEO 0.33000 0.66 INFORMATION SERVICES Subtotal 131.09 Total Analyzed Charges 1,507.77 1,507.77 Disclosures We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you Client Analysis Statement QRG: https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/client-analysis-statements/Client_Analysis_Stmnts_Q Regarding your services Recoupment Fees We may assess a Recoupment Fee (Wells Fargo code IAMTH) to partially recover insurance premiums we pay to the FDIC Fee Calculation: Per one thousand dollars of monthly average ledger balance you maintain in your account, multiplied by 0.12750. The FDIC Overdraft Fees We may assess a $35 Overdraft Fee (Wells Fargo code 24250) for any item we pay into overdraft. We limit our overdraft paid Use of Uncollected Funds Fee We may assess Use of Uncollected Funds fee (Wells Fargo code ODACT) for each day your account has a daily negative Services with No Volumes Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event This message may contain confidential and/or privileged information. If you are not the addressee or authorized to © 2024 Wells Fargo Bank, N.A. All rights reserved. Not intended for public distribution. New Contract Treasury Management Pro Forma City of Palo Alto Pricing as of June 2025 ANALYSIS SUMMARY Average Positive Collected Balance $177,789.01 Investable Balance Available for Services 177,789.01 Monthly Analyzed Charges $2,706.30 Earnings Allowance @ 4.52% 2,047.61 Investable balance required to offset $1.00 of analyzed charges $269.91 SERVICE DETAILS WF AFP Service Code Code Service Description Unit Price Volume Charges BALANCE & COMPENSATION INFORMATION RECOUPMENT MONTHLYIAMTH000230 0.12750 444 56.61 BALANCE & COMPENSATION INFORMATION Subtotal 56.61 GENERAL ACCOUNT SERVICES ACCT MAINTENANCE22051010000 7.00000 1 7.00 8.20 DEBITS POSTED 12 GENERAL ACCOUNT SERVICES Subtotal LOCKBOX SERVICES 03302 050400 LBX TRANSMISSION BASE 150.00000 1 150.00 LBX WEEKEND SERVICE BASE 1 LBX REMIT PROCESSED EXPRESS MAIL 2 5 1.50 409 5,015 15,558 1 122.70 LBX VALUE ADDED KEYING LBX USPS DELIVERY PER PACKAGE 1 9.00 1 100.00 LBX WTL CHECKS PROCESSED LOCKBOX SERVICES Subtotal 1,958 749.99 21.90 2,092.95 DEPOSITORY SERVICES CK061 100400 RETURN ITEM - CHARGEBACK 2.00000 0.00000 0.25000 15.00000 1.00000 1.75000 1 2.00 RETURN ITEM SERVICE MTHLY BASE 1 0.25 1 15.00 1 MISCELLANEOUS CREDITS POSTED 64 112.00 WF AFP Service Code Code Service Description Unit Price Volume Charges 311 100224 WHOLESALE LOCKBOX - DEPOSITED CHECK 0.10000 2,367 236.70 DEPOSITORY SERVICES Subtotal 366.95 PAPER DISBURSEMENT SERVICES 22225 150240 CHECK CASHING THRESHOLD MO BASE PAPER DISBURSEMENT SERVICES Subtotal 0.00000 0.00000 0.00000 10.00000 1 0.00 0.00 10.00 10.00 GENERAL ACH SERVICES CK018 250201 ELECTRONIC CREDITS POSTED 0.10000 13 1.30 ACH RECEIVED ITEM 4.20 ACH FRAUD FILTER REVIEW MO BASE GENERAL ACH SERVICES Subtotal 5.00 10.50 WIRE & OTHER FUNDS TRANSFER SERVICE WIRE OUT DOMESTIC VANTAGE APIES139350100 3.00000 10 30.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 30.00 INFORMATION SERVICES 34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate 130.00000 1 0.43 WIRE TEMPLATE - CEO 0.33000 0.66 INFORMATION SERVICES Subtotal 131.09 Total Analyzed Charges 2,047.61 2,047.61 Disclosures We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you Client Analysis Statement QRG: https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/client-analysis-statements/Client_Analysis_Stmnts_Q Regarding your services Recoupment Fees We may assess a Recoupment Fee (Wells Fargo code IAMTH) to partially recover insurance premiums we pay to the FDIC Fee Calculation: Per one thousand dollars of monthly average ledger balance you maintain in your account, multiplied by 0.12750. The FDIC Overdraft Fees We may assess a $35 Overdraft Fee (Wells Fargo code 24250) for any item we pay into overdraft. We limit our overdraft paid Use of Uncollected Funds Fee We may assess Use of Uncollected Funds fee (Wells Fargo code ODACT) for each day your account has a daily negative Services with No Volumes Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event This message may contain confidential and/or privileged information. If you are not the addressee or authorized to © 2024 Wells Fargo Bank, N.A. All rights reserved. Not intended for public distribution. Exhibit 2 Master Agreement for Treasury Management Services (Attached) DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Ed Shikada City Manager 10/1/2020 10/1/2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Wells Fargo Treasury Management Proposal Palo Alto, City of WF AFP Code Code Service Description Charge Basis Account Price 5.00000 0.30000 ACH Fraud Filter ACH CEO FRAUD FILTER REVIEW MO BASE34333251050 ACH Receive ACH RECEIVED ITEM Transaction General Account Services ACCT MAINTENANCE DEBITS POSTED ELECTRONIC CREDITS POSTED MISCELLANEOUS CREDITS POSTED 22051 010000 Account 7.00000 Transaction General Disbursement Services 22225 150240 CHECK CASHING THRESHOLD MO BASE Account 0.00000 0.00000 0.00000 10.00000 Image Delivery 27707 400340 CEO SEARCH Inquiry 0.50000 Information Reporting 34121 400274 CEO INTRADAY REPORTING ITEMS RPTD Item reported 0.10000 35.00000 0.07500 35.00000 MSC-TM 48340 050410 WTLBX FIRST CLASS POSTAGE PKG $ pass through 1.05000 Other Non TM RECOUPMENT MONTHLYIAMTH Deposit assessment Paper Checks Deposited 321 100220 DEPOSITED CHECKS LBX - ON US Check deposited 0.05000 Returned Items CK064 100416 CEO RETURN ITEM SERVICE MTHLY BASE Customer ID 0.00000 2.00000 0.25000 15.00000 Wells Tax 32068 010099 WELLSTAX CEO SUBSCRIPTION Access code 6.00000 Customer Proposal Report DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 WF AFP Code Code Service Description Charge Basis Price Wholesale Lockbox 36709 05011R WLBX MONTHLY BASE Lockbox 100.00000 WLBX REMIT PROCESSED EXPR MAIL Remittance WLTLBX PARTIAL PAYMENT WTLBX REMIT PROCESSED EXPR MAIL Transaction WTBX TRANSMISSION ITEM Remittance Wires Origination and Reporting ES139 350100 WIRE OUT DOMESTIC - CEO Transfer 5.00000 A CEO Wire book transfer is between two accounts initiated via CEO Wires Book Transfer workflow. This proposal was created for you based on your requirements and the services you expressed interest in. The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions Please let us know if you believe this document does not accurately represent the prices or services www.wellsfargo.com/accountanalysis This document is a confidential pricing agreement between Wells Fargo Bank and the Customer. Postage is a pass-through element and appears on your statement as $1.00 to represent 100% of postage cost Customer Proposal Report DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Commercial Account Agreement Effective April 6, 2020 Contents 01 Welcome to Wells Fargo 15 Checking and savings 23 Your account ownership Resolving disputes through Electronic check indemnifications 04 Important legal information 27 Electronic banking services17Funds availability policy Statements and other Available balance, posting 09 Rights and responsibilities Additional rules for checks21 Welcome to Wells Fargo Thank you for opening an account with us. We value your relationship and hope we answered all your questions when you What words do we use to refer to you (the customer), Wells Fargo, and this account agreement? • Customer is “company”, “you”, “your”, or “yours”. • Wells Fargo Bank, N.A. is “Wells Fargo”, “bank”, “we”, “us” or “our”. • This Commercial Account Agreement and the disclosures listed below constitute the “Agreement”: – The pricing information and other account-related information – Our collection schedule – Our privacy policy What information does the Agreement contain? The Agreement: • Explains the terms of your banking relationship with Wells Fargo and is the agreement between you and us for your account and related services, and • Replaces all prior deposit agreements including any oral or written representations. © 2020 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 You are responsible for ensuring that any authorized signer on your account is familiar with the Agreement. We suggest you keep a copy of the Agreement – and any further information we provide you about changes to the Agreement for as long as you maintain your Wells Fargo accounts. Words with specific meanings Certain words have specific meanings as they are used throughout this Agreement. These words and their meanings are defined in this section, and others are found later in this Agreement. Affiliate A bank or other entity that is, directly or indirectly, a wholly or substantially owned subsidiary of Wells Fargo & Company. Authorized signer A person who has your actual or apparent authority to use your account, even if they have not signed the account Account Any business deposit account or commercial deposit account that is not held or maintained primarily for personal, family Business day Every day is a business day except Saturday, Sunday, and federal holidays. Collected balance The collected balance is the ledger balance in your account less the deposit float. Deposit float The deposit float is the total dollar amount of items deposited in your account that has yet to be credited as part of your Investable balance The investable balance is the collected balance in your account less the portion required by law to be held at a Federal Item An item is an order, instruction, or authorization to withdraw or pay funds or money from your account. Examples include Ledger balance The ledger balance is the balance in your account after all debits and credits for the business day have been posted. Overdraft An overdraft is a negative balance in your account. 2 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Are we allowed to change the Agreement? Yes. We can change the Agreement by adding new terms or conditions, or by modifying or deleting existing ones. We refer to each addition, modification, or deletion to the Agreement as a modification. Notice of a modification: If we are required to notify you of a modification to the Agreement, we will describe the Waiver of a term of the Agreement: If we waive a right related to your account under this Agreement on one or more How do I consent to the Agreement and any future modifications to the Agreement? By signing the signature card for an account or using your account or service, you agree to this Agreement. Continuing to maintain or use the account or service after a modification to the Agreement means that you have consented to the changes. What happens if a term of the Agreement is determined to be invalid? Any term of the Agreement that is inconsistent with the laws governing your account will be considered to be modified by Who will communicate with you about your account? We may provide you or an authorized signer with information about your account. When we receive information from an Resolving disputes through arbitration Arbitration Agreement between you and Wells Fargo Upon demand of by you or us, any dispute or claim arising from or relating to this Agreement, or the breach thereof, must Can either Wells Fargo or you participate in class or representative actions? No. Wells Fargo and you agree that the resolution of any dispute arising from the terms of this Agreement will be resolved 3 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is Important legal information What laws govern your account? The laws governing your account include: •Laws, rules, and regulations of the United States, and principles. If a different state law applies, we will notify you. Any funds transfer (including a wire transfer) that is a remittance transfer as defined in Regulation E, Subpart B, will be What are our rules on illegal transactions? You must not use your account or any relationship you may have with us for any illegal purpose, including “restricted Are we your fiduciary? No. Our relationship to you concerning your account is that of a debtor and creditor. There is no fiduciary, quasi-fiduciary, Will any person or entity be considered a third party beneficiary under this Agreement? No. No other person or entity will be considered to be a third party beneficiary under this Agreement. Can you use our name or refer to our relationship without our consent? No. You and we will not use each other’s name or refer to our relationship in any solicitation, marketing material, What is the controlling language of our relationship? English is the controlling language of our relationship with you. If there is a discrepancy between our English-language and translated materials, the English version prevails over the translation. How will we contact you about your account? For us to service your account or collect any amount you owe, we may contact you by telephone, text, email, or mail. We When you give us a telephone number, you are providing your express consent permitting us (and any party acting on 4 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 connection with calls or text messages sent to any telephone number you give us, even if it is a mobile phone number or What courts may be used to resolve a dispute? Wells Fargo and you each agree that any lawsuits, claims, or other proceedings arising from or relating to your account or Statements and other notices relating to your deposit account How do we make account statements and notices available to you? We will mail, send electronically, or otherwise make available to you an account statement reflecting your account activity Combined account statements: To reduce the number of separate account statements you receive each month, we may If we provide a combined account statement for your accounts, we consider your first account as your primary account. When are your account statements and notices considered received? If there is more than one authorized signer on your account, we may send statements and notices to any one of them (unless you have otherwise instructed us in writing). You assume the risk of loss in the mail. Mailed account statements: When we mail your account statement or notices, we consider it received by you on the Electronic delivery of account statements: Account statements will be made available through Wells Fargo Business ® Banking or the Commercial Electronic Office®, as applicable, after the end of the statement period. You will be notified via email that the account statement is available for viewing. We consider the account statement to be delivered to you when it is available online. What happens if your account statement or notices are returned or undeliverable? Unless otherwise prohibited by the laws governing this Agreement, your account statements or notices will be considered unclaimed or undeliverable if: • Two or more account statements or notices are returned to us through the mail because of an incorrect address, or • We notify you electronically that your account statement or notices are available for viewing at Wells Fargo Business Online® Banking or the Commercial Electronic Office®, as applicable, and we receive email notifications that our message is undeliverable. In either event, we may: 5 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 How can you or Wells Fargo change your address for your account? Address change requests you make: You can change the postal or email address or other means by which we make your Address changes we make: We may update your listed address without a request from you if we: • Receive information from another party in the business of providing correct address details that your actual address When are notices you send to us effective? Any notice from you is effective once we receive it and have a reasonable opportunity to act onit. What obligations do you have to review account statements and notices and notify us of errors? You are obligated to: • Examine your account statement and notices promptly and carefully. • Notify us promptly of any errors. • Notify us within 30 days after we have made your account statement or notices available to you of any unauthorized • Notify us within 6 months after we have made your account statement or notices available to you if you identify You can notify us of errors on your account statement by promptly: Funds transfers are subject to different time periods for notification of errors, as described in the “Fund transfer services” Real-Time Payments (RTP®). What happens if you do not notify us of an unauthorized transaction within the time frames specified above? If you do not notify us of any unauthorized transaction, error, or claim for a credit or refund within the time frames specified above, your account statement or transaction will be considered correct. We will not be responsible for any unauthorized transaction, error, or claim for transactions included in this statement. When is a transaction unauthorized? A check is unauthorized when it is: • Missing a required signature or you have not otherwise authorized it, • Forged, or • Altered (for example, the amount of a check or the payee’s name is changed). What happens when you report an unauthorized transaction? We investigate any reports of unauthorized activity on your account. After you submit a claim, we may require you to: • Complete and return the claim form and any other documents we require, • Notify law enforcement, and • Cooperate fully with us in our investigation. 6 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 We can reverse any credit made to your account resulting from a claim of unauthorized transaction if you do not cooperate Are you responsible for taking reasonable steps to help prevent fraud on your account? Yes. You agree to take reasonable steps to ensure the integrity of your internal procedures with respect to your account and items drawn on your account or deposited to it. To help prevent embezzlement and protect your assets, we recommend that you: • Assign responsibilities for your account to multiple individuals. Those who reconcile statements for your account should be different from those who issue items drawn on your account. • Reconcile statements for your account as you receive them; notify us immediately of anyproblem. • Obtain insurance coverage for these risks. Protection against unauthorized items You acknowledge there is a growing risk of losses resulting from unauthorized items. We offer services that provide • Payment authorization service. In addition, we may recommend you use certain fraud prevention practices to reduce your exposure to fraud. Each of these If we have expressly recommended you use one or more of these services or best practice (or any other service related to Lost or stolen checks; unauthorized items If any of your unissued checks have been lost or stolen, or if you learn that unauthorized items are being issued on your account, you agree to notify us at once. To the extent that your failure to notify us hampers our ability to prevent loss, we 7 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 will be relieved of any liability for those items. Upon receipt of any notice from you, we – without any liability to you – will If we open a new account for you and you have authorized a third party to automatically make regular deposits to or When does my account become dormant? Checking accounts, savings accounts, and Time Accounts (CDs) Generally, your account becomes dormant if you do not initiate an account-related activity for: • 12 months for a checking account, • 34 months for a savings account, or • 34 months after the first renewal for a Time Account. An account-related activity is determined by the laws governing your account. Examples of account-related activity are What happens to a dormant account? We put safeguards in place to protect a dormant account which may include restricting the following transactions: • Transfers by telephone, • Transfers or payments through Wells Fargo Business Online® Banking or the Commercial Electronic Office®,and • Wire transfers (incoming and outgoing). Normal monthly service and other fees continue to apply (except where prohibited by law). If you do not initiate an account-related activity on the account within the time period as specified by state unclaimed What are checking subaccounts? For each checking account you maintain with us, we may establish on your behalf a master account and two subaccounts. On the first day of each month, we will allocate funds between the two subaccounts as appropriate. Items received by us 8 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Rights and responsibilities What responsibilities do you and Wells Fargo have to each other? You and we are responsible for complying with the Agreement. We exercise ordinary care when we provide services. When Except to the extent we fail to exercise ordinary care or to comply with the Agreement, you agree to indemnify and hold us In no event will either Wells Fargo or you be liable to the other for any special, consequential, indirect, or punitive damages. We will not have any liability to you if your account has non-sufficient available funds to pay your items due to actions we Circumstances beyond your control or ours may arise and make it impossible for us to provide services to you or for you to Are you obligated to pay our fees? Yes. By continuing to maintain your account you agree to pay our fees according to the pricing information. Why do we charge a recoupment fee? We assess the recoupment fee to partially recover insurance premiums we pay to the FDIC for deposit insurance. The Note: The FDIC charges each insured bank a fee to cover its share of the cost of providing deposit insurance to depositors. Is my account subject to a deposit balance fee? We reserve the right to assess a monthly deposit balance fee on the average positive collected balance in your business and Are you responsible for paying taxes? Yes. Fees may be subject to state and local sales taxes, which vary by location, and will be assessed as appropriate. You also agree to pay an amount equal to any other applicable taxes, including backup withholding tax. 9 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 How do you pay our fees and expenses? We are permitted to either directly debit your account or invoice you for our fees, expenses, and taxes incurred in You agree to promptly pay any invoiced amount. We may assess finance charges on any invoiced amounts that are not paid If an earnings allowance accrues, do we apply it to your fees and expenses? Yes. If an earnings allowance accrues on your account, we will periodically apply your accrued earnings allowance to eligible Note: Your earnings allowance is calculated by applying the earnings credit rate to the investable balance available in your May we use the funds in your accounts to cover debts you owe us? Yes. We have the right to apply funds in your accounts to any debt you owe us. This is known as setoff. When we set off a A debt includes any amount you owe individually or together with someone else, both now and in the future. It includes any If your account is an unmatured Time Account, then we may deduct any early withdrawal fee or penalty. This may be due as If you have a sweep account, you authorize us to redeem your shares in the designated money market fund and apply the Do you grant us a security interest in your accounts with us? Yes. To ensure you pay us all amounts you owe us under the Agreement (e.g., overdrafts and fees), you grant us a lien on Can Wells Fargo benefit from having the use of funds in customers’ non-interest bearing accounts? Yes. We may use these funds to reduce our borrowing from other sources such as the Fed Funds market, or invest them in short-term investments such as our Federal Reserve Account. This benefit may be referred to as spread. It is not possible 10 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 to quantify the benefit to us that may be attributable to a particular customer’s funds. That’s because funds from all What is the applicable exchange rate? The applicable exchange rate is the exchange rate we set and use for you when we convert one currency to another What are we allowed to do if there is an adverse claim against your account? An adverse claim occurs when: • Any person or entity makes a claim against your account funds, • We believe a conflict exists between or among your authorized signers, or • We believe a dispute exists over who has account ownership or authority to withdraw funds from your account. In these situations, we may take any of the following actions without any responsibility to you: • Pay the funds into an appropriate court. We also may charge any account you maintain with us for our fees and expenses in taking these actions (including How do we handle the legal process? Legal process includes any levy, garnishment or attachment, tax levy or withholding order, injunction, restraining order, We will accept and act on any legal process we believe to be valid, whether the process is served in person, by mail, by If we incur any fees or expenses (including attorney’s fees and expenses) due to responding to legal process related to your If you carry special insurance for employee fraud or embezzlement, can we require you to file your claim with Yes. If you have special insurance for employee fraud or embezzlement, we reserve the right to require you to file your claim with your insurance company before making any claim against us. In that event, we will consider your claim only after we have reviewed your insurance company’s decision, and our liability to you, if any, will be reduced by the amount your insurance company pays you. 11 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Are there any minimum balance requirements or other restrictions? We may impose minimum balance requirements or other restrictions on your account, which we may disclose to you. Are we allowed to restrict access to your account? Yes. If we suspect any suspicious, unauthorized, or unlawful activities, we can restrict access to your account and other accounts with us that you maintain or control. Are we allowed to convert your account without your request? Yes. We can convert your account to another type of account (by giving you any required notice). Are we allowed to terminate or suspend a service related to your account? Yes. We can terminate or suspend specific services (e.g., wire transfers) related to your account without closing your account and without prior notice to you. You can discontinue using a service at any time. When can we close your account? We reserve the right to close your account at any time. If we close your account, we may send the remaining balance on deposit in your account by postal mail or credit it to another account you maintain with us. When can you close your account? • You can request to close your account at any time if the account is in good standing (e.g., does not have a negative • All outstanding items need to be processed and posted to your account before you make a request to close. Once the • If you have requested closing your account and a positive balance remains, we may send you a check for theremaining Are transactions subject to verification by us? Yes. All transactions are subject to our verification. This includes cash, items, or other funds offered for deposit for which Are we required to accept all deposits to your account? No. We may decline all or part of a deposit, including a cash deposit. Some examples are: • An item made out to a payee not on your account, • An item with an endorsement we are unable to verify, • A check or draft issued on a credit account, • A very large cash deposit, and • A non-U.S. item. 12 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 When we are unable to verify an endorsement on an item, we can also decline to pay, cash, or send the item for collection. Who is responsible to make sure the declared amount of funds offered for deposit is accurate? It is your responsibility, and we have no obligation to make sure the declared amount of your deposit is accurate. If we find a discrepancy exists between the declared and the actual amount of the funds, we are permitted to debit or credit your account and we may notify you if any adjustments are made. We are also permitted to use the declared amount as the correct amount to be deposited and to not adjust a discrepancy if it is less than our standard adjustment amount. We are permitted to vary our standard adjustment amount from time to time without notice to you and to use different amounts depending on account type. You may arrange for us to adjust all discrepancies identified during any verification without using our standard adjustment What happens if there is an error in the amount of a deposit? If you notify us of an error in the amount of a deposit shown on your account statement within 30 days after receiving your Are we allowed to obtain credit reports or other reports about you? Yes. We can obtain a credit or other report about you to help us determine whether to open or maintain an account. Other Are we required to obtain a tax identification number certification from you? Yes. U.S. Treasury regulations require us to determine the tax residency of all customers and payees who could receive • For U.S. taxpayers, the Form W-9 is how we document U.S. tax residency and obtain a Taxpayer Identification Number • Entities that act as intermediaries or flow-through entities receiving income on behalf of someone else provide a 13 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 with the estate’s or successor’s IRS Form W-9 or Form W-8. If these are not provided, we may either refuse to pay When do we share information about your account with others? Generally, if we do not have your consent, we will not share information about your account. However, we may share information about your account under the following circumstances: • To comply with the laws governing this Agreement; • In connection with examinations by state and federal banking authorities; • When reporting the involuntary closure of your account; • When we conclude that disclosure is necessary to protect you, your account, or our interests; • If you give your permission. How do we protect your data? We are part of an international business with affiliated companies, employees, and service providers (collectively Are we allowed to monitor and record our communications with you? Yes. We can monitor, record, and retain your communications with us at any time without further notice to anyone, unless the laws governing your account require further notice. Monitored and recorded communications include: Is your wireless operator authorized to provide information to assist in verifying your identity? Yes. As a part of your account relationship, we may rely on this information to assist in verifying your identity. You authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) 14 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Checking and savings accounts What are the requirements for a correctendorsement? An endorsement is a signature, stamp, or other mark on the back of a check. If you have not endorsed a check that you Are we bound by restrictions or notations on checks? No. We are not bound by restrictions or notations, such as “void after six months,” “void over $50,” or “payment in full.” When you cash or deposit a check with a notation or restriction, you are responsible for any loss or expense we incur What is a substitute check? A substitute check is created from an original check; under federal law, it is legally equivalent to that original check. A What happens if you breach a warranty associated with an item? If you breach any warranty you make to us under the laws governing your account with respect to any item, you will not be How do we handle non-U.S. items? A non-U.S. item is an item 1) payable in a currency other than U.S. dollars or 2) drawn on a financial institution that is not If we accept a non-U.S. item, the U.S. dollar amount you receive for it will be determined by our applicable exchange rate Our funds availability policy does not apply to a non-U.S. item. 15 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 What is our responsibility for collecting a deposited item? We are responsible for exercising ordinary care when collecting a deposited item. We will not be responsible for the lack of care of any other bank involved in the collection or return of a deposited item, or for an item lost in collection or return. What happens if we send an item for collection? We may, upon notice to you, send an item for collection instead of treating it as a deposit. This means that we send the item to the issuer’s bank for payment. Your account will not be credited for the item until we receive payment for it. Our funds availability policy does not apply to an item we accept for collection. What happens when a deposited or cashed item is returned unpaid? We can deduct the amount of the deposited or cashed item from your account (or any other account you maintain with We may place a hold on or charge your account for any check or other item deposited into your account if a claim is made What happens when an electronic payment is reversed? We may deduct the amount of an electronic payment credited to your account (e.g., direct deposit) that is reversed. We Are you responsible for assisting in reconstructing a lost or destroyed deposited item? If a deposited item is lost or destroyed during processing or collection, you agree to provide all reasonable assistance to help us reconstruct the item. Electronic check indemnifications What warranties do we provide for electronic checks and electronic returned checks? An “electronic check” and an “electronic returned check” mean an electronic image of, and electronic information derived • Image Quality Warranty: We guarantee that the electronic image of a check accurately represents all of the information 16 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 When we transfer an electronic check for collection or payment, we make the image quality warranty and the no double What indemnities are applicable to electronic checks and electronic returned checks? You will indemnify, defend, and hold us harmless from and against all liabilities, damages, claims, obligations, demands, What indemnities are applicable to remote deposit capture services? By providing the remote deposit capture service to you, we are required to indemnify and reimburse a depository bank What indemnities are applicable to electronically created items? If we transfer or present an “electronically created item” and receive settlement or other consideration for it, we are • The electronic image or electronic information of the electronically created item is not derived from a paper check; If we suffer any losses or liabilities arising directly or indirectly from or related to that type of electronically created item Funds availability policy When can you withdraw funds? Our funds availability policy is to make funds from your checking deposit available to you on the first business day after the day we receive your deposits. Funds from the deposits listed below are available on the first business day after the day of your deposits, if you make the • Cashier’s, certified, and teller’s checks that are payable to your Company where we are not the issuer ordrawee. While we generally make funds from your check deposits available to you on the first business day after the day we receive 17 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 available to you, subject to, among other things, the location of the deposit transaction or the manner in which the deposit Our funds availability policy relating to other types of deposits is described below. If we delay the availability of a deposit, Once they are available, you can withdraw the funds in cash. We will use the funds to pay checks and other items presented Can you make deposits at an affiliate? You may make deposits to your accounts at an affiliate, provided the affiliate agrees. If you make a deposit to your account When is your deposit considered received? For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays, and federal Our established cutoff time is when a branch closes for business and may vary by location. The cutoff time for checks Any deposits placed in a “night depository” before the established deadline on a business day we are open will be credited Same business day availability The following deposits will be available on the business day we receive the deposit: • Incoming wire transfers. • Electronic direct deposits. • Cash deposited at a teller window. • Checks drawn on us. If you do not make your deposit in person to one of our employees (for example, if you mail the deposit), funds from these Longer delays may apply In some cases, we will not make all the funds that you deposit by check available to you on the first business day after the 18 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Except as otherwise explained in this paragraph, if we are not going to make all funds from your deposit available on the If you need the funds from a deposit right away, you may ask us when the funds will be available. In addition, funds you deposit by check may be delayed for a longer period under the following circumstances: We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds Holds on other funds (checkcashing) If we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of Holds on other funds (otheraccount) If we accept a check for deposit that is drawn on another bank, we may make funds from the deposit available for The funds in the other account would then not be available until the time periods that are described in this policy. Available balance, posting order, and overdrafts How do we determine your account’s available balance? Your account’s available balance is our most current record of the amount of money in your account available for your use • We subtract from this amount any holds placed on a deposit to your account and any holds placed due to legal process. 19 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Important note: We may place a hold on your account if we receive an electronic notice that an item will be presented for How do we process (post) transactions to your account? We process transactions each business day (Monday through Friday except federal holidays) during a late night process. First, we determine the available balance in your account (as described above) that can be used to pay your : Certain pending transactions can affect your available balance: • Cash deposits or transfers from another Wells Fargo account that are made after the displayed cutoff time (where the Then, we sort your transactions into categories before we process them. • First, we credit your account for deposits, including cash, check deposits and incoming transfers, received before the cutoff time at the location the deposit or transfer was made. • Then, we process withdrawals/payments we have previously authorized and cannot return unpaid, such as ATM How do we handle overdrafts? At our discretion, we are permitted to pay items into overdraft rather than returning them unpaid. 20 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 You agree to pay the applicable fee associated with an overdraft or returned item. Any overdraft on your account is On any business day when we determine there are sufficient funds in your account to pay one or more but not all of the Additional rules for checks and withdrawals What identification do we request to cash items presented over the counter by a non-customer? For these transactions, we require acceptable identification, which can include a fingerprint from the person presenting your item. We may not honor the item if the person refuses to provide us with requested identification. Are there special rules if you want to make a large cash withdrawal or deposit? We may place reasonable restrictions on a large cash withdrawal. These restrictions include requiring you to provide five Can you make withdrawals from your account at an affiliate? You may make withdrawals from your account at an affiliate, provided the affiliate agrees. If an affiliate cashes an item for Are we responsible for reviewing checks for multiple signatures? No. We are not responsible for reviewing the number of signatures on your account. We do not accept any duty to enforce Are we required to honor dates and special instructions written on checks? No. We may, without inquiry or liability, pay a check even if it: • Has special written instructions indicating we should refuse payment (e.g., “void after 30 days” or “void over$100”); • Is stale-dated (i.e., the check’s date is more than 6 months in the past), even if we are aware of the check’s date; • Is post-dated (i.e., the check’s date is in the future); or • Is not dated. We may also pay the amount encoded on your check in U.S. dollars, even if you wrote the check in a foreign currency or Can you use a facsimile or mechanical signature? Yes. If you use a facsimile or mechanical signature (including a stamp), any item appearing to use your facsimile or mechanical signature will be treated as if you had actually signed it. 21 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Are we liable for paying a consumer ACH debit entry on your account? No. Under the ACH operating rules, certain types of ACH debit entries may only be presented on a consumer account (“a What is the acceptable form for your checks? Your checks must meet our standards, including paper stock, dimensions, and other industry standards. Your checks must We reserve the right to refuse checks that do not meet these standards or cannot be processed or imaged using our How do I reorder checks? You can reorder checks by mailing the reorder form enclosed in your current order of checks or by calling us at the How do you stop payment on a check? You may request a stop payment on your check in a time and manner allowing us a reasonable opportunity to act on it before we pay, cash, or otherwise become obligated to pay your check. Each stop payment order is subject to our verification that we have not already paid or otherwise become obligated to pay In order to issue a stop payment order on a check, we request the following information: We are not responsible for stopping payment on a check if you provide incorrect or incomplete information about the What is the effective period for a stop payment order? A stop payment order on an item is valid for 6 months. We may pay a check once a stop payment order expires. If you do If you have our STOP AUTO-RENEWAL Service on your account, your stop payment order renews annually for up to six 12- How do you cancel a stop payment order? To cancel a stop payment order, we must receive your request in a time and manner allowing us a reasonable opportunity to act on it. 22 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Are you still responsible if we accept a stop payment on a check? Yes. Even if we return a check unpaid due to a stop payment order, you may still be liable to the holder (e.g., a check How can you prevent a post-dated item from being paid before its due date? A post-dated item is an item you issue with a date in the future. We are not responsible for waiting to honor the item until How do you stop payment for preauthorized electronic fund transfers? For information on placing a stop payment order on an ACH debit entry, please refer to “Fund transfer services” In the “Electronic banking services” section of this Agreement. Your account ownership Can you assign ownership of your account? No. No assignment of your account will be valid or binding on us, and we will not be considered to have knowledge of it, What if an owner does not sign account documentation? If a customer identified in our records as an owner or a co-owner of an account does not sign the account application or Are all joint owners responsible for liabilities on your account? Yes. All joint owners are each individually and jointly responsible for any overdraft on your account, regardless of who What happens upon death or incompetence of an authorized signer or account owner? Please notify us promptly if you learn or suspect an account owner or signer has been declared incompetent by a court or a legal authority, or has died. When we receive proper notice, we may: • Freeze the account until we receive documents verifying the incapacity or death and instructions for the funds remaining in the account, • Pay (without inquiring) any item authorized by the account owner before being declared incompetent ordying, 23 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 If we are liable for taxes because we released funds in an account after the account owner’s death, the account owner’s Upon notifying us of the death or incompetence of a business owner, the business entity will need to provide Interest earning accounts What interest rate applies to an interest earning account? When you open an interest earning account, we will provide you with the current interest rate and Annual Percentage Yield How do we calculate earned interest? We may use either the daily balance method or the average daily balance method to calculate interest. Unless we have The average daily balance method applies a periodic rate to the average daily collected balance for the period. The average If your account is a tiered-rate account, we may pay the same interest rate on more than one tier. When does a deposit begin accruing interest? Cash deposits begin accruing interest the same business day a deposit is credited to your account. If you deposit an item such as a check, interest begins accruing on the business day we receive credit for the item. Is interest compounded and when is it credited? Interest will compound on a daily basis. For checking and savings accounts, interest will be credited on a monthly basis. For time accounts, we will notify you separately as to the frequency with which interest will be credited to your account. Can I specify a target balance on my accounts? Yes. If you maintain multiple accounts with us, you may, with our consent, designate in writing one of these accounts as When are interest adjustments disclosed in your account statement? An interest adjustment may be reflected on your account statement for the month after it occurs, rather than the month in which it occurs. 24 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 What is the difference between Annual Percentage Yield (APY) and Annual Percentage Yield Earned (APYE)? • The Annual Percentage Yield (APY) is a percentage rate reflecting the total amount of interest paid on an account based on the interest rate and the frequency of compounding for a 365-day period. • The Annual Percentage Yield Earned (APYE) is an annualized rate that reflects the relationship between the amount of interest actually earned on your account during the statement period and the average daily balance in the account for the statement period. We calculate both your APY and APYE according to formulas established by federal regulations. The APYE appears on your Do we have the right to require 7 days written notice before you withdraw money from your savings account? Yes. We have the right to require 7 days written notice before you withdraw money from your savings account. Regulation D savings account transaction limit and other limited activity Regulation D and Wells Fargo limit certain types of withdrawals and transfers from a savings or money market account to a combined total of 6 per monthly statement period (exceptions to the statement period may apply). Limited by Regulation D: • Transfers by telephone using our automated banking service or speaking with a banker on the telephone. Zelle®). • Overdraft Protection transfers to a checking account. • Pre-authorized transfers and withdrawals (including recurring and one time). Limited by Wells Fargo: • Transfers and payments to Wells Fargo credit cards, lines of credit, and loans. • Outgoing wire transfers whether made in person, on the telephone, or online. Not limited Except as limited above, there are no limits on withdrawals or transfers made in person at a Wells Fargo ATM or banking What happens if you exceed your limit? If you exceed the limits stated above, you will be charged an excess activity fee ($10 per excess transaction). If the limit is exceeded on more than an occasional basis, Wells Fargo may be required to convert the savings or money If the withdrawal and transfer limit is reached, we may decline withdrawals and transfers for the remainder of the monthly 25 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Time Accounts (CDs) What are time accounts? Time accounts include deposits which are payable at the expiration of a specified term, no less than 7 calendar days after time account as a CD or a Certificate of Deposit, even though we do not issue a time account’s maturity time account. The maturity date is printed on your receipt. When can you withdraw funds from your time account? You may withdraw funds from your time account on the maturity date without a penalty. You may also generally withdraw How is the early withdrawal penalty assessed? If you withdraw funds from your time account before the maturity date, an early withdrawal penalty will be assessed. For terms: • Less than three months (or less than 90 days), the fee is one month’s interest. • Three months (or 90 days) through 12 months (or 365 days), the fee is three months’ interest. • Over 12 months through 24 months, the fee is six months’ interest. • Over 24 months, the fee is 12 months’ interest. The minimum fee is $100. The early withdrawal penalty is based on the principal amount withdrawn, at the interest rate on your time account at the Can you deposit additional funds into your time account? You can only deposit additional funds during the grace period. Will your Annual Percentage Yield (APY) change if you withdraw interest before maturity? The APY we disclose to you assumes the interest you earn will remain on deposit until your time account matures. If you withdraw your earned interest before maturity, your account will earn less interest over time and the actual APY will be less than the disclosed APY. How does your time account renew? Your time account will automatically renew at maturity: • Typically for a similar term unless we inform you prior to maturity of a different term;and • At our interest rate in effect on the maturity date for a new time account of the same term and amount, unless we have notified you otherwise. 26 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Electronic banking services Fund transfer services The following terms and conditions apply to funds transfers to or from your account. These terms and conditions are in Rules of funds transfer systems Funds transfers to or from your account will be governed by the rules of any funds transfer system through which the Sending funds transfers In acting on your transfer instructions, we may use any means of transmission, funds transfer system, clearing house, or Notice of funds transfers We will notify you of funds electronically debited from or credited to your account through the account statement Reliance on identification numbers • If a payment order or other instruction to transfer funds describes the party to receive payment inconsistently by name • If an instruction or order to transfer funds describes a participating financial institution inconsistently by name and Duty to report unauthorized or erroneous funds transfers You will exercise ordinary care to determine whether a funds transfer to or from your account was either not authorized or Erroneous payment orders We have no obligation to detect errors you make in payment orders – for example, an instruction to pay a beneficiary not 27 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ACH transactions In addition to the other terms in the Agreement, the following terms and conditions apply to payments to or from your • Your rights for payments to or from your account will be based on the laws governing youraccount. Reversal or return of ACH transactions Under the ACH Rules, we can return any non-consumer ACH debit entry as unauthorized until midnight of the business day If you do not notify us in a timely manner of the unauthorized non-consumer ACH debit entry, we will not be able to return Stop payment orders on ACH debit entries You may request a stop payment order for an ACH debit entry that has not already been paid from your account. An “ACH To place a stop payment order on an ACH debit entry, you must provide: We may request additional information and may use only a portion of the required information to identify the ACH debit Additional information on ACH debit entries Any information provided by you that is incorrect or subject to change (for example, if the originator changes its company 28 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Receiving RTP payments The following additional terms apply to any real-time payments we receive for credit to your account through the RTP • The RTP System may be used only for eligible payments between a sender and receiver with accounts located in the Selected services Stagecoach Deposit® – ATM Deposit Only Card Service. You may elect to use Wells Fargo’s Stagecoach Deposit® Deposit Only Card Service by completing and returning to us the Stagecoach Deposit® ATM When you make deposits at a designated Wells Fargo ATM, you will make those deposits according to the instructions we 29 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Stagecoach Deposit® – Post Verify Service. If you elect to use our Stagecoach Deposit® – Post Verify Service, you will prepare, package, and deliver Stagecoach deposits • Same day credit for deposits delivered to one of our offices before that office’s cut-off time on any business day we are All Stagecoach deposits are subject to our acceptance and verification. We will verify the currency in your Stagecoach 30 Commercial AccountAgreement DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Master Agreement for Treasury The Service Documentation contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (each, "Bank") provide you treasury management services ("Services"). "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. The Bank customer to which the Services will be provided is identified in the Acceptance. Other capitalized terms used in this Master Agreement for Treasury Management Services ("Agreement") are defined in this document. You and we agree: 1. Service Description. The Service Documentation contains the terms governing each Service and a. The Service Description (which contains terms and conditions applicable to the specific Service), e. The Product Enrollment Form (which contains set-up information for each Service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, The documents and individual provisions of the Service Documentation are intended to be read together as one Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are 2. Services. You and we will agree upon the Services to be provided. Each Service is subject to the approval 3. Changes to services. We may change (or add to) the terms and fees in the Service Documentation at CEO portal. When required by Applicable Law, we will 4. Term and termination. Unless a Service is terminated in accordance with the Service Documentation, Master Agreement for Treasury Management Services Page 1 of 8 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 We may suspend or terminate any Service: a. After we notify you of a breach of any provision of the Service Documentation or any other agreement with us, and you fail to cure the breach (if it can be cured) within 15 days of the date of the notice; or b. Without prior notice to you if: i. We reasonably suspect that an Account associated with a Service has been iii. We determine in our sole discretion that continuing to provide a Service may place us iv. Any guaranty of your obligations to us ("Guaranty") is terminated, revoked, or its validity contested by the guarantor ("Guarantor"), v. We determine in our sole discretion that a material adverse change has occurred in vi. The Account necessary to provide a Service is closed. The termination of a Service will not affect your or our respective rights with respect to transactions CEO portal access 5. Service fees. You will pay us the fees described in the Service Documentation and any taxes applicable 6. Security procedures. a. Unless otherwise agreed, you agree that "Security Procedure" is the applicable security b. You agree that each Security Procedure for the Initiation Method in the Set-up Form or other 7. Confidential information. Unless otherwise stated in the Service Documentation, “Confidential Master Agreement for Treasury Management Services Page 2 of 8 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 You will: a. Maintain the confidentiality of the Confidential Information, b. Not disclose (or permit your employees or agents to disclose), copy, transfer, sublicense, or You will notify us immediately if you know of or suspect any unauthorized disclosure, possession, use, or 8. Currency conversion. When your instructions require us to convert the amount of a payment order If a financial institution designated to receive the funds does not pay the beneficiary specified in the 9. CEO portal. a. Description of the CEO portal. The CEO portal is our electronic banking portal that is accessed CEO portal to access (i) CEO portal. We offer different channels through CEO portal, including personal computers and mobile devices. We b. Access to the CEO portal. When you enroll in the CEO portal, and as we may determine is CEO portal on your behalf (each, an "Authorized Agent"). Log- CEO portal, whether or not it was actually from an Authorized Agent. c. Administration of the CEO portal. We offer two options for administering the CEO portal: (i) Administration and (ii) Bank administration. i. Administration. If you enroll in the Administration option, there are three categories Master Agreement for Treasury Management Services Page 3 of 8 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Administrator(s) who will (a) assign Log-On Credentials to other individuals and (b) designate those individuals as one of the following: (2) An Administrator, who may perform all functions of an Administrator including Each Company Administrator and Administrator has the authority to enroll you in ii. Bank administration. For the Bank administration option, there is one category of You will promptly revoke the Log-On Credentials of any Authorized Agent or User when that CEO portal. If you notify us in writing to revoke d. Terminating access. We may terminate or restrict any Authorized Agent’s access to any CEO portal if we determine such use: i. Does not comply with any term applicable to the CEO portal, iv. Should be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance). e. Financial information. Financial market data, quotes, news, research, and other financial CEO portal. The posting of any Financial Information or any other CEO portal is not a recommendation by us of any particular Service 10. Alerts. a. Non-subscribed alerts. When you enroll in the CEO portal or other channels or Services, you b. Subscribed alerts. You may also enroll in fee-based alerts for applicable Services so that you 11. Liability and indemnification. a. We are not obligated to honor, in whole or in part, any payment order or other instruction that: i. Exceeds the available balance in the Account, unless otherwise provided in the Service Master Agreement for Treasury Management Services Page 4 of 8 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 iii. We have reason to believe may not have been duly authorized, should not be honored for our or your protection, or involves funds subject to a hold, dispute, restriction, or iv. Would possibly result in us not complying with Applicable Law. b. Neither we nor our software vendors make any express or implied representations or warranties with respect to the Services or any software used in connection with the Services, including any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. c. Any claim, action, or proceeding against us for losses or damages arising from a Service, must d. We will have no liability for our failure to perform or delay in performing a Service if the failure e. We will only be liable to you for actual damages incurred as a direct result of our failure to f. Except in the case of our negligence or intentional misconduct, you will indemnify and hold us, i. The performance of a Service in compliance with the Service Documentation, including iii. If the Service includes a license or sublicense of any software, any use or distribution of You will promptly provide us with written proof of loss, and notify us if you become aware of g. Except as expressly provided otherwise in the Service Documentation, neither party nor its i. Any special, consequential, incidental (including court costs and attorneys’ fees), ii. Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, h. When you send payments on behalf of your third party customers, you agree you are solely 12. Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of Master Agreement for Treasury Management Services Page 5 of 8 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such 13. Arbitration agreement. Upon demand by you or us, any dispute or claim arising out of or relating to 14. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration as provided in 15. Miscellaneous a. Severability. Any portion of the Service Documentation which is inconsistent with Applicable b. Entire agreement. The Service Documentation (and any documents referred to therein): i. Constitutes the entire agreement between you and us regarding the Services we ii. Supersedes and extinguishes all prior agreements, understandings, representations c. Electronic agreement. To facilitate execution, the Service Documentation may be executed by No waiver. Neither our failure nor any delay by us in exercising any right or remedy will be e. Third party beneficiaries. Except as otherwise provided in the Service Documentation, no Master Agreement for Treasury Management Services Page 6 of 8 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 f. Financial condition. You will provide us promptly upon our request any existing financial statements or other information pertaining to your financial condition or any previously g. Your representations and warranties. You represent and warrant that: (i) you will not use any Use of names. You and we will not use each other’s name or refer to our relationship in any i. Notices and communications. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. i. You will notify us promptly in writing of any change in your name, Address, legal status, ii. The term "Address" as used in this Agreement refers to a mailing or electronic address. iii. You will use the Address where your relationship manager or other manager is located iv. Each party will have a reasonable time after receipt of any notice to act on it. v. Any communication or notice to us from your agent about your use of a Service will be vi. We are entitled to rely on any communication or notice from you that we believe in 16. Survival. Sections 7, 11 - 15 will survive termination of the Services and this Agreement.ꢀ Master Agreement for Treasury Management Services Page 7 of 8 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Appendix X Applicable Branches or Subsidiaries of Bank 1. Wells Fargo Bank, N.A. – London Branch 2. Wells Fargo Bank, N.A. – Cayman Islands Branch City of Palo AltoCustomer Name: CITY ATTORNEY’S OFFICE SIGNATURE ___ 10/1/2020 Master Agreement for Treasury Management Services Page 8 of 8 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Lockbox Service Description Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. The service (“Service”) covered by this Service Description is: The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), f. User Guides (which include Terms of Use, software, software licenses, price schedules, The separate documents and individual provisions of the Service Documentation are intended to be read Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that Lockbox Service 1. Description of lockbox service. a. With this Service we provide you with a lockbox (“Lockbox”) and Lockbox Address for receipt and d. We or our agents will have exclusive and unrestricted access to the Lockbox. 2. Lockbox processing. a. Processing remittance materials. i. Each Business Day we will examine the Remittance Materials in the Lockbox and image them in accordance with section 6. 2 December 1, 2019 | Lockbox Service Description DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Cash will be removed from the envelope and a credit advice for the amount of the cash will be placed with the envelope and imaged. iii. Except as provided in this Service Description or as otherwise agreed, we will not reconcile the b. Deposits. Each Business Day, we will deposit Checks (other than Exception Manual Checks c. Payments processed by automated means. i. Except as set forth in section 2(c)(ii) below or in your Business Rules, each Automated ii. If you elect to use the Decisioning Module described in section 3, you can give us specific processing instructions for Automated Processed Checks before the Cutoff Time. d. Payments processed manually. i. Except as set forth in your Business Rules, each Manually Processed Check will be deposited in your Account, except: 1. An Exception Manual Check, 2. A Manually Processed Check that has been altered (subject to section 2(e) below), 4. You have given us a written list of acceptable payee names and the payee name on the Manually Processed Check does not match an acceptable payee name. e. Alterations. We will use commercially reasonable efforts to identify any alteration to a Manually Processed Check and not accept a Check we have identified as altered for deposit. f. Restrictive notations. We will not inspect Checks to determine whether they bear restrictive notations, such as “Paid in Full.” g. Foreign checks. If you and we enter into an agreement to provide services for Foreign Checks we will deposit and process a Foreign Check if both the foreign bank location and the Foreign Check currency appear on our approved list. A Foreign Check not meeting these criteria will not be deposited and will be returned to you in accordance with section 2(h). h. Rejected remittance materials. Unless you elect otherwise in writing, we will mail to you (i) any Remittance Materials which are not imaged in accordance with section 6, and (ii) any Checks or other instruments which are not deposited in accordance with this Service Description. 3. Decisioning module. If you elect to use our Decisioning Module for the Service, you can send us CEO portal for certain Checks which we have determined may be a. “Deposit all,” meaning we deposit the Unprocessable Check in your Account (this will be the 3 December 1, 2019 | Lockbox Service Description DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 4. Charge authorizations. If you elect this Service option (and it is available at your Lockbox processing b. We will not process a Charge Authorization and will return it to you if any required information is Authorization, d. We will request settlement for each Charge Authorization that the issuer approves, and 5. Virtual lockbox service. a. Description of service. When you enroll in our optional Virtual Lockbox Service you can: Processing. Business Rules. If you and we have agreed to Business Rules to apply during the processing of Exception Electronic Checks. If we identify any Electronic Checks that are ineligible for Instructions. If this option is available to you, you can use the CEO portal or another . 6. Imaging and retention. a. Imaging and access to images. Unless you and we agree otherwise, we will electronically image all CEO portal or other communications channels or transmission Destruction of originals. All original Checks and other Remittance Materials that we image c. Intraday image access. Any images that you access on an intraday basis may not be final and are 4 December 1, 2019 | Lockbox Service Description DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 7. Representations and warranties. You represent and warrant to us that: b. If a payee on a Check received in the Lockbox is a legal entity other than you, you are duly 8. Indemnification. You agree to indemnify and hold us and our Representatives harmless from and b. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors 9. Limitation on liability. a. We will have no liability or responsibility for Losses arising from: i. Any keying errors or misapplied payments resulting from your Decisioning Instructions or iv. Processing a Charge Authorization in accordance with this Service Description. b. In addition to the other limitations on our liability contained in the Master Agreement, if you incur a material loss which results directly from our negligence or breach in performing the Service due to our failure to deposit a Payment according to this Service Description, our liability will be limited to direct damages in an amount not to exceed interest on the Payment amount calculated at the Federal Funds rate for the time period such Payment amount is not in your Account, not to exceed 30 days. 10. Miscellaneous. a. Service fees. We may require that you establish a separate analyzed account with us for billing Termination. Upon termination of the Service, we will (i) close the Lockbox, and (ii) dispose of the Customer service. Any questions that you have with respect to the Service should be addressed Assignment. Notwithstanding anything to the contrary in this Service Description or the Service e. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service. 5 December 1, 2019 | Lockbox Service Description DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary Account Agreement means the applicable account agreement governing your Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. Business Rules mean certain processing rules that you and we agree in writing to apply to the Payments Charge Authorization means a written authorization to charge your customer’s credit card for a payment Check means a paper Item (which includes drafts) received at the Lockbox that we accept in payment of Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Decisioning Module means our Online Lockbox Decisioning Module. Electronic Check means an electronic image of, and electronic information derived from a paper check. Electronic File means an electronic file transmitted to us with an Electronic Check. Exception Manual Check means a Manually Processed Check that we determine in our sole discretion is Foreign Check means a Check drawn on a foreign bank or payable in a currency other than U.S. Dollars. Invoice means an invoice or remittance coupon included with a Payment received in the Lockbox. Item is defined in the Account Agreement. Lockbox Address means the United States Postal Service address we assign to you for the Service. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses Master Agreement means the Master Agreement for Treasury Management Services. Merchant Agreement means a separate merchant services agreement you and we enter into for us to Payment means a Check, Charge Authorization or cash received in the Lockbox. Remittance Materials means any Checks, Charge Authorizations, Invoices, correspondence, papers, Representatives is defined in section 11(f) of the Master Agreement. 6 December 1, 2019 | Lockbox Service Description DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ACH and Related Services Treasury Management Services [REVISED – January 2, 2020] DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Table of contents 03 Introduction 06 Cash Concentration Service Perfect Receivables® Service 08 WellsTAX® Payments Service Services Glossary ACH Origination Service 2 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. The services (each a “Service”) covered by this Service Description are: •ACH Origination Service Perfect Receivables® Service WellsTAX® Payments Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), The documents and individual provisions of the Service Documentation are intended to be read together as one Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, Services ACH Origination Service 1. Description of services. With this Service you can originate ACH credit and debit Entries in accordance with the ACH 2. Preparation of Entries and Files; processing schedules. You will prepare and deliver each File in accordance with the 3 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. Inconsistency of name and number. If an Entry describes the RDFI both by name and identifying number, we, a 4. Your payment obligations with respect to entries. You are obligated to pay us in immediately available funds an 5. Provisional credit. If we credit your Account for an Entry, the credit is provisional until we receive final settlement. If 6. Rejected entries. We may reject an Entry or File if you do not comply with the terms of the ACH Rules and the Service 7. Cancellation, amendment, reversal. You have no right to cancel, amend or reverse an Entry or File after we receive it. If 8. Your duty to report erroneous or unauthorized entries. You will exercise reasonable care to determine whether an 9. Re-transmission of returned entries. We are not required to re-transmit a returned Entry or File to the ACH or Gateway Operator, or to take any further action on a returned on-us Entry. 10. Audit. You grant us ongoing access to your Files and the right to audit periodically your Files, ACH processes and 4 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 11. Warranties. We make certain warranties under the ACH Rules and other Applicable Law when you use this Service. You 12. Indemnification. We indemnify certain persons under the ACH Rules when you use this Service. You agree to 13. Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate this 14. Survival. Sections 3, 5, 6, 8, 9, 12 and 13 will survive termination of the Services. Additional Terms and Service options 15. International Entries. This section contains additional terms that apply when you originate International Entries. General. You agree to comply with, and we will process each International Entry in accordance with: i. ii. The laws and payment system rules of the receiving country of your International Entry, iii.The ACH Rules. If there is a conflict among these three areas, they will govern in the order listed above. b. Currency conversion. With respect to International Entries we agree to originate in a Foreign Currency, the currency conversion is governed by section 8 (Currency conversion) of the Master Agreement. For debit Entries, however, we use the Applicable Exchange Rate in effect at the time we receive the funds for settlement of the debit Entry rather than at the time we send (or execute) the debit Entry. If the debit Entry is returned to us, we may charge the applicable Account or any other of your accounts with us or our affiliate for the amount equal to the value of the returned debit Entry, after we have converted the Foreign Currency to the Account Currency at the Applicable Exchange Rate in effect when we process the returned debit Entry. We will not be liable for a sum in excess of the original amount of the debit Entry after conversion. c. Acts or omissions of third parties. We will not be liable for: i. Any failure or delay by a Gateway Operator, any intermediary financial institution, or the financial 16. Third-party sender activities. This section contains additional terms that apply when you are a Third-Party Sender. General. Prior to originating any Entry on behalf of each customer or upon our request, you will: 5 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Timely provide us with information we require for purposes of our registration of you or your customer as a Third-Party Sender in accordance with the ACH Rules (“Registration”) and supplemental Registration information requested by us, and iii. Upon our request, obtain our written approval to originate or continue to originate Entries for that customer (which we may rescind upon written notice to you), and iv. Enter into a written agreement with that customer in which that customer agrees: 1. To assume the responsibilities of an Originator under the ACH Rules and to be bound by the ACH Rules, 2. Not to originate ACH Entries in violation of the laws or regulations of the United States including 4. That we may at any time refuse to process an ACH Entry for that customer. b. Updates to registration information. You will timely notify us of any changes to information you provide to us for the Registration of you or your customer as a Third Party Sender. c. Representations and warranties. With respect to each of your customers for which you are originating transactions through us, you represent and warrant to us that you have conducted the appropriate due diligence to determine that: i. Each customer is engaged in a legitimate business, and customer’s type of business. d. Ongoing monitoring. You will use reasonable commercial standards to monitor each customer’s business and 17. Perfect NOC service. With our Perfect NOC Service, we maintain a database of Notifications of Change (each, a 18. MICR-split processing service. a. With our MICR-Split Processing Service, if we determine that an RDFI for a debit Entry you sent is not an ACH i. You have the appropriate authorization from each person owning the Receiver’s account shown in the 19. Cash Concentration service. With the Cash Concentration Service, we originate debit Entries to move funds from your Options. You can choose from the following options: i. Touchtone or online option. We originate debit Entries to collect funds from your Remote Accounts for 6 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Automated Cash Concentration option. We request account balances from the financial institutions holding the Remote Accounts. We calculate transfer amounts and originate debit Entries based on your specified target balances for the Remote Accounts and other transfer parameters you may establish. b. Representations and warranties. With respect to each debit Entry we originate on your behalf, you represent and warrant to us that: i. The debit Entry is authorized, ii. If you are using the Touchtone/Online option, the corresponding deposit input is accurate, and c. ACH deadlines. If by our applicable Cutoff Time (i) you do not complete your deposit inputs for the Touchtone or Automated Cash Concentration authorization. You authorize us in our own name or in your name, to request that ACH Fraud Filter Service 1. Description of service. With this Service, you can manage incoming ACH Entries in accordance with the ACH Rules. a. Stop option. This option stops all incoming ACH Entries you have not authorized in advance (and not set as Review option. You review and decision each incoming ACH Entries (not set as preauthorizations) before the c. Additional criteria. You may also set up additional decisioning criteria, including limits and preauthorizations. 2. Echecks. You have the following options for incoming ACH Entries that have been converted from a check (Echecks). Stop option. All Echecks will be automatically stopped and returned to the ODFI as unauthorized. Post option. All Echecks will automatically post without your review. c. No additional criteria. Additional decisioning criteria, including limits and preauthorizations, are not available for 3. Service restrictions. You agree to be bound by the ACH Rules for all Entries. Regardless of the Service options or other 4. Termination. Upon termination of this Service, you will still have the right to return individual Entries in accordance with the ACH Rules and Applicable Law. 7 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Perfect Receivables® Service 1. Description of service. With this Service, you can elect options for posting and reporting information about ACH 2. WPIC restrictions. a. You may not assign a WPIC to more than one remitter or reuse any WPIC numbers. c. We have the right to rescind any WPIC number or range of WPIC numbers at any time in our sole discretion. For 3. Processing of Remittances; chargebacks. Each Business Day, we will post to your Account all Remittances we receive 4. Rejected Remittances. We may, but are not obligated to, reject a Remittance: b. If we suspect that you are not entitled to the Remittance, c. If at the time we receive the Remittance, you do not maintain an Account with us, the Service has been 5. Reporting. Each Business Day, we will provide you with the information about Remittances posted to your Accounts through the communications channels you elect. 6. Violation of Applicable Law. You represent and warrant to us that you will not use the Service in a manner that could WellsTAX® Payments Service 1. Description of service. With this Service, you can use our CEO® portal or a touch-tone telephone to request transfers 8 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 2. Procedures for initiating transfers. You will deliver your requests for Transfers in accordance with the Service 3. Accuracy of data. You will provide us with the information necessary for us to inform the applicable government 4. Transfer deadline. Any Transfer request delivered on any Business Day after the applicable Cutoff Time, or on a non- 5. Authorized reporting agent. If you are a taxpayer required by federal law to make electronic Federal Tax Deposit 6. Payment for Transfers. You authorize us to debit your Account before we process a Transfer. We may refuse to process a Transfer if the Transfer would exceed the available funds in the Account on the Tax Transfer Deadline. 7. Rejected Transfers. We also reserve the right to delay or reject any Transfer if we believe the Transfer may violate 8. No verification of Transfer Requests. We are under no obligation whatsoever at any time to verify any Transfer and will have no liability for failing to investigate or verify any Transfer request. 9. Confirmations. We will confirm each Transfer on your account statement or on any bank information reporting service that we provide you. You must immediately inform us of any Transfer that is incorrect or unauthorized. 10. Amendments and cancellations of transfer requests. You may cancel a Transfer request before the Cutoff Time if we have not processed the Transfer. After we have processed a Transfer, it cannot be canceled, amended or reversed. 11. Records, information and audits. You will verify the accuracy of all records and information regarding the Service or 12. Responsibility for paying taxes. Any interruption in the Service will not relieve you of any obligation to pay any tax to 9 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Account Currency is defined in section 8 (Currency conversion) of the Master Agreement. ACH means Automated Clearing House. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Applicable Exchange Rate is defined in section 8 (Currency conversion) of the Master Agreement. Applicable Law is defined in section 3 (Changes to service) of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer CEO® portal means our Commercial Electronic Office® portal. Concentration Account means your Account designated in the Concentration Account Services Set-up Form. Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service. Entry is defined in the ACH Rules. File is defined in the ACH Rules. Foreign Currency is defined in section 8 (Currency Conversion) of the Master Agreement. Gateway or Gateway Operator is defined in the ACH Rules. Initiation Method is defined in section 6 (Security procedures) of the Master Agreement. International Entry means an Entry to an account outside the United States. Item is defined in the Account Agreement. Log-on Credentials is defined in section 9 (CEO portal) of the Master Agreement. Losses means liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable Master Agreement means the Master Agreement for Treasury Management Services. NOC or Notification of Change is defined in the ACH Rules. ODFI (Originating Depository Financial Institution) is defined in the ACH Rules. 10 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Originator is defined in the ACH Rules. Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any RDFI (Receiving Depository Financial Institution) is defined in the ACH Rules. Receiver is defined in the ACH Rules. Remote Account means one or more accounts owned or controlled by you in the United States. Representatives is defined in section 11(f) (Liability and indemnification) of the Master Agreement. Reversal or Reversing Entry is defined in the ACH Rules. Security Procedure is defined in the Product Enrollment Form and in section 6 (Security procedures) of the Master Settlement Date is defined in the ACH Rules. Tax Transfer Deadline means a date at least one Business Day prior to the date the tax payment is due to the applicable Third Party Sender is defined in the ACH Rules. 11 ACH & Related Services - Revised January 2, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Check Disbursements and Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Table of contents 03 Introduction 09 Payment Authorization 13 Centralized Disbursements Fraud Prevention and Account Reconciliation Plan 19 Payable Through Draft Controlled Disbursement 04 Positive Pay Reverse Positive Pay 13 Specialized Disbursements Page 2 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. (“Bank”) The services (each a “Service”) covered by this Service Description are: Fraud Prevention and Related Services • Reverse Positive Pay Service Specialized Disbursement Services • Centralized Disbursements Manager Service • Payable Through Draft Service • Third Party Drafts Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Services), f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, The separate documents and individual provisions of the Service Documentation are intended to be read Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Page 3 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Fraud Prevention and Related Services: As further described in the Account Agreement, we offer certain Services to help reduce the risk of fraud, Positive Pay Service 1. Description of service. With this Service you can instruct us to pay or return counterfeit Checks, Checks a. Service summary. Each Business Day, either before or after posting the Check to your Account, based on i. We electronically compare the serial number and numeric amount of each Check presented to us for v. We separately review each “directly-presented Check” (see section 8). b. Service options. You may enroll an Account in one of two options of the Service: Perfect Presentment® Positive Pay. We electronically compare a Check to your Check Issue Data Positive Pay and Positive Pay Only. We electronically compare a Check to your Check Issue Data 2. Check Issue Data. You will provide us with the Check Issue Data for all issued Checks, in the format, through a. We will use only the Check Issue Data you provide to us, b. If the Check Issue Data includes a post-dated Check (a check you issue with a date in the future), we will 3. Payment of Matching Checks. For each Matching Check, we will make final payment on the Check and charge the Check to your Account (subject to section 11). Page 4 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 4. Notifying you of Exception Items; providing images. When we identify an Exception Check through our CEO Holdover Exception Checks. This subsection applies when you have enrolled your Controlled 5. Decision Deadline. You will make your pay or return decision based on the information about the serial a. Instructions before the Decision Deadline. If, before the Decision Deadline, you instruct us to pay or CEO portal, you will use the CEO portal to communicate your instruction regarding the Exception Check to us. No instructions before the Decision Deadline. If you do not instruct us before the Decision Deadline 6. Default Options. Your “Default Option” is the action we take for each Exception Check listed in the a. “Return all.” We return the Exception Check to the bank of first deposit marked “refer to maker” even if “Pay all.” We charge the Exception Check to your Account. This Default Option presents a higher risk of 7. Payee Validation Service. a. Description of Payee Validation Service. When you enroll in our optional Payee Validation Service, we i. On each Check that is greater than the Payee Validation Threshold, we electronically compare the Page 5 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 NOTE: When you enroll in our optional Payee Validation Service, you are charged a per-Check fee for each Check presented on your Account during a monthly billing cycle. This fee is separately disclosed to b. When we do not perform payee validation. We will not perform any payee validation review with respect i. The Check is less than the Payee Validation Threshold, ii. The payee’s name on the Check is handwritten instead of machine-printed, c. Exceptions to reimbursement. We will not reimburse you for losses resulting from an unauthorized i. The Check with the unauthorized alteration is hand-written, or 8. Directly-presented checks. A “directly-presented Check” is a Check we receive for deposit or cashing at our a. Take those steps as we, in our sole discretion, determine are commercially reasonable, to review and We may vary these steps depending on the depository channel through which we receive a directly- 9. Limitation of liability and indemnification. a. Liability limit. We will pay each Check you have authorized us to pay as described in this Service Indemnification. Each Check that we pay according to this Service Description will be considered i. Indemnify and hold us harmless from any and all Losses that we may suffer or incur as a result of our Page 6 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Release and forever discharge us from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which you have, or claim to have against us 10. Stop payment; cancel and void instructions; stale-dated Checks. a. You will not use this Service as a substitute for our stop payment service. You will follow our standard i. A cancel instruction only to delete an outstanding Check included in your Check Issue Data, and b. Using notations or legends on a Check is not an effective stop payment order or void instruction. We will 11. Our right to return checks. Nothing in this Service description will limit our right to return any Check you a. The Check is not properly payable for any reason (without us agreeing to, or being required to, make You agree that our determination not to pay a Check will not constitute wrongful dishonor of that Check. 12. Survival. Sections 4, 7, 9 , 10 and 11 will survive termination of Services. Reverse Positive Pay Service 1. Description of Service. Our Reverse Positive Pay Service is an alternative to our Positive Pay Service that we b. You can request we edit Checks that have posted incorrectly to your Account, For purposes of this Reverse Positive Pay Service Description, a “Check” is a check, Draft or other paper 2. Paid Items Report. Each Business Day, we will provide you with the Paid Items Report through our CEO portal or by other methods you may elect. Each Business Day, you will compare the Paid Item Report to your Check Issue Data and before the Decision Deadline, notify us through the CEO portal of any edit requests or return instructions for those Checks described on the Paid Items Report for that Business Day. You will include in your notification the serial number and amount of each Check you wish to edit and the reason for returning each Check you wish to return. Page 7 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. Teller match service. a. You may separately elect to have us perform a positive pay verification on certain directly-presented 4. Your failure to give us timely instructions. If we do not receive your edit requests and/or return instructions 5. Checks to be paid; liability limit and indemnification. a. We will pay each Check you are deemed to have authorized us to pay in accordance with this Service 6. Edit requests and return instructions. a. Edit requests. We reserve the right to deny any of your edit requests based on our evaluation of the edit CEO portal. Return instructions. We reserve the right to decline your return instruction based on our evaluation of 7. Stop payment and our right to return Checks. Sections 10a and b (Stop payment and void instructions) and 8. Survival. Sections 3, 5, 6 and 7 will survive termination of Services. Page 8 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Payment Authorization Service NOTE: If you have the ability to write checks on your Account, we recommend that you use the Positive Pay 1. Description of service. With this Service you can set limits on paper Items that may be drawn on your 2. Available options. Option Action we will take(on Product Enrollment Form) We will automatically return unpaid Items drawn against the Maximum Check Amount Authorized We will refuse to cash checks drawn against the Account and Maximum Check Cashing Amount Maximum over the Counter Withdrawal We will refuse to cash checks drawn against the Account which Checks to Individuals Account Reconciliation Plan (ARP) Service 1. Description of Service. With our ARP Service, you can receive automated reporting to help you reconcile a. Receive Account information reporting, based on the Service options you select, 2. Issued check information. If you elect our full ARP Service, each Business Day prior to the Cutoff Time, you Page 9 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. Stop payment orders. If you use the ARP Service to place a stop payment order on any Item, you understand that: a. The Account Agreement governs the stop payment order, c. This verification may occur a minimum of ninety (90) minutes after the time you transmit the stop payment order to us. Controlled Disbursement Account Service 1. Description of Service; required Accounts. The Controlled Disbursement Account (“CDA”) Service is a. One or more demand deposit accounts with us (each, a “Funding Account”), c. The information reporting service specified by us (“Information Reporting Service”). Each Funding Account and Disbursement Account and the Information Reporting Service will be identified in 2. Determination of Total Net Presentment. Each Business Day by the Cutoff Time, we will make the Total Net a. Debits that have posted in the first and, if applicable, second presentment on that Business Day, and 3. Your obligation to deposit funds in Funding Account. a. Each Business Day before the Cutoff Time, you will deposit good and collected funds in your Funding i. The Total Net Presentment or your estimate of the Total Net Presentment, and b. If you fail to transfer funds as required in subsection 3(a) above or if such transfer was based on your i. Advance to the Funding Account(s) sufficient funds to pay the Debits presented for payment on the Page 10 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 4. Transfer of funds to Disbursement Account. Each Business Day, we will: 5. Our obligation to pay debits. We will have no obligation to pay any Debit if the balance of good and 6. Your agreement to repay our advances to Disbursement Account. You will unconditionally pay us on 7. Security interest. As security for the Obligations, you pledge to us, and grant us a lien on and a security a. Each Funding Account, each Disbursement Account, and all of your other accounts with us and our Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or 8. Fraud prevention. Enrollment in one of our Positive Pay Services is required for enrollment in this Service. Page 11 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 9. Liability and indemnification. In addition to the liability and indemnification provisions in the Master a. Your performance or failure to perform your obligations in accordance with this Service Description, e. Our nonpayment of a Debit, unless the nonpayment results directly and proximately from our gross f. If any Debit fails which has not been tested and approved by us to satisfy our check specifications, our 10. Termination. In addition to our right to terminate this Service under the Master Agreement, we may a. You fail at any time to fund the Funding Account as required in this Service Description, 11. Survival. Sections 2 and 5 – 9 will survive the termination of this Service. Page 12 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Specialized Disbursements Services Centralized Disbursements Manager Service 1. Your relationship to clients. You have represented to us that you function as claims administrator, property 2. Centralized Disbursements Manager (“CDM”) desktop. You will interact with our electronic system for 3. Account structure. To facilitate your disbursement and payment funding activities on behalf of your Clients, 4. Accounts for the benefit of individual clients. At your option, you may open one or more Individual Client 5. Client profiles. For each Client for which you make disbursements, you will establish and maintain through Page 13 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 6. Client set-up forms. For each Individual Client Funding Account you open under the Service (including each 7. Delivery of W-9 or W-8 forms. For each Individual Client Funding Account you open under the Service, you 8. Disbursements by check; use of Positive Pay. All checks you issue in payment of claims or other obligations 9. CDM check issuance; Issue Files. You must identify and describe each CDM Check you issue in an electronic Page 14 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10. Presentment and payment of CDM checks. Upon presentment of a check against the Disbursement 11. Default Account. If, after comparison with the Issue File Data Base, a presented item cannot be associated 12. Minimum balance requirement for Recovery Accounts. You must at all times maintain in one or more 13. Funding basis. Each Issue File, as it pertains to each Client on whose behalf you issue CDM Checks, will be a. Issue Funding Basis. If you are funding the Issue File for a particular Client on an Issue Funding basis, Presentment Funding Basis. If you are funding the Issue File for a particular Client on a Presentment 14. Funding method. You will fund each Individual Client Funding Account by using one of the funding methods YOU WILL NOT, AT ANY TIME OR UNDER ANY CIRCUMSTANCES, FUND OR PERMIT FUNDING OF ANY INDIVIDUAL CLIENT FUNDING ACCOUNT, IN WHOLE OR IN PART, BY MEANS OF A CASH DEPOSIT OR A DEPOSIT MADE BY A THIRD PARTY. Each Client Debit account must be owned by your Client. As used in this section 14, the term Page 15 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 a. ACH Debit Entries. You may use ACH debit entries to debit the account of the corresponding Client with ACH credit entries. You may use ACH credit entries to transfer funds to an Individual Client Funding Wire credit transfers. You may use wire credit transfers to transfer of funds to an Individual Client d. Drawdown wires. You may use drawdown wires to debit the Debit Account. If you use this funding Page 16 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 e. Internal book transfers. You may use internal book transfers to debit the Debit Account, so long as the 15. Funding Frequency. You will fund each Individual Client Funding Account according to one of the funding a. Daily funding. Under the “Daily Funding Frequency Option”, funding will occur (i) each day that we Weekly funding. Under the “Weekly Funding Frequency Option”, funding will occur once a week, on the Monthly funding. Under the “Monthly Funding Frequency Option”, funding will occur one day each Semi-monthly selected date funding. Under the “Semi-Monthly Funding Frequency Option”, funding P.A.L. funding. The “P.A.L. Funding Frequency Option” is only available for accounts you are funding on Threshold funding. The “Threshold Funding Frequency Option” is only available for accounts you are 16. Supplemental funding days. You may, at your option, establish one or more additional Funding Days that 17. Right of setoff. In the event that any negative balance is maintained in an Individual Client Funding Account Page 17 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 18. Security interest in Recovery Accounts. As security for the Obligations, you grant us a security interest in 19. Account closure or debit block. We reserve the right to either close or place a debit block on any Individual 20. Business Associate Agreement. If you are an organization that performs any function or activity involving 21. Compliance with Applicable Laws. You represent, warrant, and covenant to us that you will at all times 22. Indemnification. You agree to indemnify, defend, and hold us harmless from and against any and all Losses 23. Ownership dispute. In the event that any Client asserts ownership rights to an Account held for the benefit Page 18 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 24. Termination. Unless terminated sooner in accordance with the terms of the Master Agreement or this 25. Survival. Sections 4, 10, 12, 14, 17- 19, 22- 24 will survive termination of the Services. Payable Through Draft Service 1. Description of Service. With this Service, we provide you with information about payable-through Drafts 2. Requirements for Draft stock. You will ensure each Draft contains: “PAYABLE THROUGH WELLS FARGO BANK, N.A.”; and 3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff 4. Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available CEO® portal. If for any reason we cannot make an electronic image of a Draft available to 5. Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of 6. Decisioning. You must notify us of any presented Draft that is to be edited (section 8 [Edits to Drafts]) or CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of Page 19 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 7. Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or 8. Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the 9. Drafts to be dishonored. a. General. We are subject to requirements regarding the return of Drafts under Applicable Law, including Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we i. You, if you direct us to dishonor a Draft before the Decision Deadline, and c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not constitute a 10. Draft Cashing. We offer a Draft Cashing Service (see our User Guide for more information). If you enroll in 11. Liability and Indemnification. a. Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and i. (1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to 1. The electronic image or electronic information of the electronically-created item is not derived Page 20 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically-created item in such a way that the person is asked to make payment based on an “Electronically-created item” means an electronic image that has all the attributes of an electronic check When we transfer an electronic check for collection or payment, we make the Image Quality Warranty b. Unauthorized Draft. With respect to each Draft, we: i. Will be deemed to be a collecting bank and not a drawee bank, and c. Delayed Return. You are responsible to any party that incurs a loss in connection with a Draft, if: ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from: 2. Material appearing on the back of the Draft when it was issued by you including without 12. Survival. Sections 3, 4, 6, 9, 10, and 11 of this Service Description will survive termination of the Service. Third Party Drafts Service 1. Description of Service. You provide draft stock to your customers (each, a “third party”) that issue third a. One or more demand deposit accounts with us (each, a “Funding Account”), and Page 21 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 2. Requirements for Draft stock. You will ensure each Draft contains: “PAYABLE THROUGH WFB, N.A.”; and b. Our routing number on the MICR line of the Draft. You will also comply with all other requirements we 3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff 4. Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available CEO® portal. If for any reason we cannot make an electronic image of a Draft available to 5. Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of 6. Decisioning. You must notify us of any presented Draft that is to be edited (section 8) or dishonored 7. Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in 8. Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the 9. Drafts to be dishonored. a. General. We are subject to requirements regarding the return of Drafts under Applicable Law, including Page 22 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 b. Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we i. You, if you direct us to dishonor a Draft before the Decision Deadline, and c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not consitute a 10. Draft cashing. We, or an affiliate, will not cash any Draft presented for encashment at our teller line, except at our own discretion. 11. Liability and indemnification. a. Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and i. (1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to 1. The electronic image or electronic information of the electronically-created item is not derived “Electronically-created item” means an electronic image that has all the attributes of an electronic check When we transfer an electronic check for collection or payment, we make the Image Quality Warranty Page 23 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 bank, and the drawer. When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository b. Unauthorized Draft. With respect to each Draft, we: i. Will be deemed to be a collecting bank and not a drawee bank, and In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take c. Delayed return. You are responsible to any party that incurs a loss in connection with a Draft, if: ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from: 2. Material appearing on the back of the Draft when it was issued by you including without 12. Anti-money laundering and sanctions controls. While this Service Description is in effect, you will: b. Maintain policies and procedures to reasonably ensure compliance with applicable provisions of the U.S. 13. Survival. Sections 3, 4, 6, 9, 10 and 11 of this Service Description will survive termination of the Service. Page 24 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary Account Agreement means the applicable account agreement governing your Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with Check Issue Data means for any Check or Draft, the complete serial number and numeric amount. If you have Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Decision Deadline means on any Business Day, (i) for the Positive Pay Service, the time we establish by which you Draft means each payable-through draft or third party draft we present to you in accordance with this Service Item has the meaning given in the Account Agreement. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including Master Agreement means the Master Agreement for Treasury Management Services. Matching Check is a Check presented to us that matches the Check Issue Data you have provided to us. Obligations means any and all advances, debts, loans, obligations and liabilities that you owe us and our affiliates Representatives is defined in section 11(f) of the Master Agreement. Unauthorized Draft means a counterfeit or altered Draft, a reproduction of a duly authorized Draft, a Draft with Page 25 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Wire Transfer Service Description Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which we provide you the services The service (“Service”) covered by this Service Description is: The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), f. User Guides (which include Terms of Use, software, software licenses, price schedules, The documents and individual provisions of the Service Documentation are intended to be read together Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of Wire Transfer Service 1. Description of service. With this Service you can instruct us to transfer funds by wire. You agree to 2. Preparation of payment orders; processing schedules. You will prepare each Payment Order We will execute each Payment Order in accordance with our then current processing schedule and any 2 November 20, 2019 | Wire Transfer Service Description DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. Inconsistency in name and number. a. If a Payment Order describes the person to receive the funds under the Payment Order both by name and identifying number, we or another financial institution through which the Payment b. If a Payment Order describes a financial institution both by name and identification number, we or 4. Authorization to pay. You authorize us to: a. Execute any Payment Order we verify in accordance with the applicable Security Procedure, and You will maintain sufficient available funds in the account specified in the Payment Order at the time 5. Your duty to report erroneous or unauthorized transfer instructions. You will exercise reasonable a. Determine whether a Payment Order accepted by us was either erroneous or not authorized, and If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss 6. Rejected payment orders. If a Payment Order is rejected for any reason, we will attempt to notify you 7. Cancellation, amendment, reversal. A Payment Order will be final and not subject to cancellation, 8. Drawdown requests. A “drawdown request” is an instruction from you to another depository a. An account at that institution and transfer the funds to us (an “outgoing drawdown request”), or In this Service description, “Payment Order” includes drawdown requests. We may execute an 3 November 20, 2019 | Wire Transfer Service Description DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 9. Limitation of liability. We will not be liable for any third party’s failure to or delay or error in If we execute a Payment Order that is more than the amount stated in the Payment Order, to the 10. Survival. Sections 5, 6, 7 and 9 will survive the termination of the Services. Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Master Agreement means the Master Agreement for Treasury Management Services. Payment Order means an instruction to us in your name to transfer funds from your Account (and Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement. 4 November 20, 2019 | Wire Transfer Service Description DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Check Collections Service Description Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. (“Bank”) The services (each a “Service”) covered by this Service Description are: The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, The separate documents and individual provisions of the Service Documentation are intended to be read Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Returned Items Service 1. Description of service. This Service includes: a. Special Instructions regarding the handling of your Returned Items (section 2), CEO portal (section 3), We will provide the Returned Item Service to you in accordance with the Service Documentation, including 2. Special instructions. We will process your Returned Items in accordance with any special instructions you communicate to us from time to time as described further in the User Guide for the Service. Page 2 Check Collections Service Description | Revised November 8, 2019 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. Returned Item decisioning; access to images. a. Returned Item decisioning. If you elect this Service option, you can send us processing instructions CEO portal for Returned Items we received prior to the applicable Cutoff Time each Access to images. If you elect this option, we will make images of Returned Items available to you CEO portal or other channels or transmission methods you and we agree to. These images 4. Electronic returns. If you elect this Service option, we will submit RCK entries for your Returned Items that Warranties. The ACH Rules require the originator of an RCK entry to make certain representations and Rejected entries. The financial institution on which a Returned Item was drawn may reject any RCK c. Provisional credit. Any credit to your Account in connection with an RCK entry is provisional until such 5. Centralized check return. If you elect this Service option and it is available to you, we will process Returned a. Centralized return endorsement. You will place a Centralized Return Endorsement on the back of each Relation of multiple endorsements. You agree that the Centralized Return Endorsement: 6. Returned item forwarding. If you elect this Service option: a. You will notify us of the financial institution you choose as your centralized return processor, Page 3 Check Collections Service Description | Revised November 8, 2019 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 c. We will forward the Returned Items that we receive to your centralized return processor. 7. Returned Item service fee recovery. If you elect this Service option, you may issue a MICR draft on the 8. Delayed returns. Under Applicable Law, paying and returning banks may rely on any routing number that 9. Chargebacks. We may chargeback a Returned Item to any account you maintain with us without regard to whether the Returned Item was initially deposited to your Account or at another financial institution. 10. Representations and warranties. You represent and warrant to us and agree as follows: Authorization. The issuer of any Returned Item has authorized you to represent the Returned Item b. Representment/Returned Item fees. You acknowledge that the ACH Rules do not allow collection of Returned Item service fees. You have properly disclosed to all your customers that you charge a service 11. Indemnification. You will indemnify, defend, and hold us and our Representatives harmless from Losses a. Any material breach in any of your representations, warranties and agreements contained in this Service Description, b. The violation of any Applicable Laws in the performance of your obligations under this Service 12. Survival. Sections 4, 8, 9, 10 and 11 of this Service Description will survive termination of the Service. Wells Fargo Remote Deposit Capture Service (Wells Fargo Electronic DepositSM, Desktop Deposit® and CEO Mobile Deposit) 1. Description of service. With this Service you can create Electronic Checks from eligible paper checks and Page 4 Check Collections Service Description | Revised November 8, 2019 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 a. Include the Electronic Check in an electronic file for presentment directly or indirectly to the Paying 2. Creating Electronic Checks. To create Electronic Checks (and where applicable send us Electronic Files), you b. On the next Business Day if you transmit the Electronic Checks (or if applicable, your Electronic File) to 3. Exception Checks. Our User Guide for this Service lists eligible U.S. Dollar checks (as well as ineligible CEO portal or other communication channel. You will Even if we do not identify an Exception Check during processing, a Substitute Check may be returned to us 4. Deposits to your account. We will be deemed to have accepted each Electronic Check (other than any Any check you deposit that is returned to you may be returned in the form of a Substitute Check. If we 5. Third-party processors. a. General. You are a “third-party processor” when you use this Service either to (a) create and process an Customer due diligence. Before acting as a third-party processor for any customer, you will conduct due i. Establishing and maintaining a Customer Identification Program and an Anti-Money Laundering Page 5 Check Collections Service Description | Revised November 8, 2019 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 iii. Suspicious activity monitoring and reporting. c. Customer agreements. You will also enter into an agreement with each of your customers which includes: i. Provisions paralleling those in this Service description relating to creating Electronic Checks and maintaining the security of original paper checks, ii. Warranties paralleling each of the warranties you make to us in this Service description, iv. If the customer is a business entity, an obligation that customer, upon your request, will provide you the information you require to understand the nature of the customer’s business. d. Risk parameters; ongoing monitoring. For each of your customers, you will use reasonable commercial standards to monitor the customer’s deposits for suspicious activity including out-of-pattern, duplicate and suspicious Electronic Checks on an ongoing basis. You will take appropriate actions with respect to the customer’s account, up to and including refusing to process Electronic Checks for the customer and/or preventing the customer from transacting on its account(s) with you. We will establish and maintain confidential internal risk parameters for your Electronic Checks but you are solely responsible for monitoring your customer’s Electronic Checks. 6. Your representations and warranties. You represent and warrant to us and agree that you will: b. Transmit to us only Electronic Checks eligible for processing including legible Electronic Checks 7. Indemnification. You will indemnify, defend, and hold us and our Representatives harmless from and against a. Any negligent or intentional act or omission by you in the performance of your obligations under this Page 6 Check Collections Service Description | Revised November 8, 2019 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 h. If we transfer or present an “electronically-created item” and receive settlement or other consideration ii. The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and iii. A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically- “Electronically-created item” means an electronic image that has all the attributes of an Electronic Check or When we transfer an Electronic Check for collection or payment, we make the Image Quality Warranty and 8. Termination. In addition to our rights to suspend or terminate Services under the Master Agreement, we 9. Additional controls. a. General. We may upon reasonable prior notice to you to: ii. Periodically audit or require audits of your RDC operations including your IT infrastructure at your b. Your internal controls. You will establish internal controls related to your RDC operations. Upon Your consumer complaints. With reasonable prior notice to you, you will provide us with information i. Your procedures for handling consumer complaints, 10. Survival. Sections 6 and 7 of this Service Description will survive termination of the Service. Page 7 Check Collections Service Description | Revised November 8, 2019 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary Account Agreement means the applicable account agreement governing your Account. ACH means the Automated Clearing House. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with Centralized Return Endorsement means a special endorsement on a Returned Item which (a) includes all of the Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Electronic Check means an electronic image of, and electronic information derived from a paper check. Electronic File means the electronic file you (or your vendor) create and send us when transmitting Electronic Electronic Returned Check means an Electronic Check derived from a paper returned check. Item is defined in the Account Agreement. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including Paying Bank means the bank on which the original paper check to which the Electronic Check relates is drawn or Master Agreement means the Master Agreement for Treasury Management Services. RCK entry is defined in the ACH Rules. Representatives is defined in section 11(f) of the Master Agreement. Returned Item means an Item that is returned to us unpaid after you deposit it to your Account. Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement. Service Documentation is defined in section 1 of the Master Agreement. Page 8 Check Collections Service Description | Revised November 8, 2019 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Information Reporting and Image Delivery Treasury Management Services November 8, 2019 © 2019 Wells Fargo Bank, N.A. All rights reserved. DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which we provide you the services The service (“Service”) covered by this Service Description is: The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), f. User Guides (which include Terms of Use, software, software licenses, price schedules, The documents and individual provisions of the Service Documentation are intended to be read together Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of Information Reporting and Image Delivery 1. Description of services. a. With this Service we make data regarding transactions and/or images of Items posted to or CEO portal, and an Application Programming Interface (“API”) through the Wells c. The information may include images of Items or other instruments that are: ii. Cashed or collected by us or accepted for deposit to the Account, and 2 November 8, 2019 | Information Reporting and Image Delivery Service Description DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Images of posted paper Items that have been converted to ACH Entries pursuant to the ACH Rules 2. Accuracy of Information. a. We will not verify the accuracy or completeness of: (i) information from other financial 3. Software Sublicense. If a software license or sublicense is required for you to access the Service 4. Stop payment orders. If you elect a service option through which you can place stop payment orders, Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. ACH means automated clearing house. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Item is defined in the Account Agreement. Master Agreement means the Master Agreement for Treasury Management Services. 3 November 8, 2019 | Information Reporting and Image Delivery Service Description DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Merchant Services Program Guide DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 PREFACE Thank you for selecting us for your payment processing needs. Accepting numerous payment options provides a convenience to your customers, increases Your Merchant Processing Application will indicate the types of payments and Services you have elected to accept. These Program Terms and Conditions ThisProgram Guide,togetherwith yourMerchantProcessing Applicationand the schedulesthereto(collectively,the “Agreement”),including, IMPORTANT INFORMATION ABOUT BANK’S RESPONSIBILITIES: Forcertain Card transactionsBankdoes notprovideservices to you,but rathertheyareprovidedby Processorand/orthird parties.Forexample, The provisions of this Agreement regarding such non-Bank Discover Card and American Express transactions and other Non-Bank Services OTHER IMPORTANT INFORMATION: Cards present risks of loss and non-payment that are different than those with other payment systems. In deciding to accept Credit Cards, you should be VisaU.S.A.,Inc.(“Visa”)andMastercardWorldwide(“Mastercard”),DiscoverFinancialServicesLLC(“Discover”),PayPal,Inc.(“PayPal”)andAmerican AmericanExpress”)arepaymentcardnetworksthatelectronicallyexchangeSalesDraftsandChargebacksforCardsales In order to speed up the payment process, the Issuer transfers the funds back through the Card Organization to the Acquirer at approximately the same Each Card Organization has developed Card Organizations Rules that govern each of their Acquirers and Issuers and the procedures, responsibilities We do notdecide whattransactionsare charged back and we do notcontrol the ultimate resolution of the Chargeback.While we can attempt to reverse You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing. WFB2210(Rev00-10/19)2 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 PART I: CONFIRMATION PAGE Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. Fromtimetotimeyoumayhavequestionsregardingthecontentsof yourAgreement(whichincludesyourMerchantProcessingApplication,the 1. Your fees for certain Services set forth in this Agreement are based on 10. Card Organization Disclosure Member Bank Information: Wells Fargo Bank The Bank’s mailing address is Wells Fargo Bank, PO Box 6079, Concord, CA 94524 and its phone number is 1-800-451-5817.2. We may debit your bank account from time to time for amounts owed to us under the Agreement.Important Member Bank Responsibilities: 3. There are many reasons why a Chargeback may occur. When they (a)The Bank is the only entity approved to extend acceptance of Card Organization products directly to a merchant. (b) The Bank must be a principal(signer) to the Agreement. (c) The Bank is responsible for educating merchants on pertinent Visa and Mastercard Rules with which merchants must comply; but this informationmaybe providedto youbyProcessor. 4. If you dispute any charge or funding, you must notify us within 60 (d) The Bank is responsible for and must provide settlement funds to themerchant.5. The Agreement limits our liability to you. For a detailed description of (e) The Bank is responsible for allfunds held in reservethatare derivedfromsettlement.6. We have assumed certain risks by agreeing to provide you with Card Important Merchant Responsibilities: (a) Ensure compliancewithcardholderdata securityandstorage requirements. 7. By executing this Agreement with us you are authorizing us to obtain (b) Maintain fraud and chargebacks below Card Organization thresholds. (c) Review and understand the terms of theAgreement. (d) Comply with Card Organization Rules and applicable law and regulations.8. The Agreement contains a provision that in the event you terminate (e)Retain a signed copy of this Confirmation Page. (f) Youmay download “Visa Regulations” from Visa’s website at: 9. Third Party Services. To the extent you have elected to obtain any https://usa.visa.com/support/merchant.html (g) Youmay download “Mastercard Regulations” from Mastercard’s website at: http://www.mastercard.com/us/merchant/support/rules/html. City of Palo AltoPrint Client’s IRS Filing Name: By its signature below, Client acknowledges that it received (either in person, by facsimile, or by electronic transmission) Merchant Processing Application, Upon receipt of a signed original of this Confirmation Page by us, your Application for merchant processing services will be reviewed. Client understands www.wellsfargo.com/biz/programguide CITY ATTORNEY’S OFFICE CLIENT’S BUSINESS PRINCIPAL City Manager 10/1/2020DATE________________X Signature(Pleasesignabove)Title Ed Shikada 10/1/2020 DatePlease Print Name of Signer WFB2210(Rev00-10/19)3 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 WFB2210(Rev00-10/19)4 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 PART I: CONFIRMATION PAGE Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. Fromtimetotimeyoumayhavequestionsregardingthecontentsof yourAgreement(whichincludesyourMerchantProcessingApplication,the 1. Your fees for certain Services set forth in this Agreement are based on 10. Card Organization Disclosure Member Bank Information: Wells Fargo Bank The Bank’s mailing address is Wells Fargo Bank, PO Box 6079, Concord, CA 94524 and its phone number is 1-800-451-5817.2. We may debit your bank account from time to time for amounts owed to us under the Agreement.Important Member Bank Responsibilities: 3. There are many reasons why a Chargeback may occur. When they (a)The Bank is the only entity approved to extend acceptance of Card Organization products directly to a merchant. (b) The Bank must be a principal(signer) to the Agreement. (c) The Bank is responsible for educating merchants on pertinent Visa and Mastercard Rules with which merchants must comply; but this informationmaybe providedto youbyProcessor. 4. If you dispute any charge or funding, you must notify us within 60 (d) The Bank is responsible for and must provide settlement funds to themerchant.5. The Agreement limits our liability to you. For a detailed description of (e) The Bank is responsible for allfunds held in reservethatare derivedfromsettlement.6. We have assumed certain risks by agreeing to provide you with Card Important Merchant Responsibilities: (a) Ensure compliancewithcardholderdata securityandstorage requirements. 7. By executing this Agreement with us you are authorizing us to obtain (b) Maintain fraud and chargebacks below Card Organization thresholds. (c) Review and understand the terms of theAgreement. (d) Comply with Card Organization Rules and applicable law and regulations.8. The Agreement contains a provision that in the event you terminate (e)Retain a signed copy of this Confirmation Page. (f) Youmay download “Visa Regulations” from Visa’s website at: 9. Third Party Services. To the extent you have elected to obtain any https://usa.visa.com/support/merchant.html (g) Youmay download “Mastercard Regulations” from Mastercard’s website at: http://www.mastercard.com/us/merchant/support/rules/html. City of Palo AltoPrint Client’s IRS Filing Name: By its signature below, Client acknowledges that it received (either in person, by facsimile, or by electronic transmission) Merchant Processing Upon receipt of a signed original of this Confirmation Page by us, your Application for merchant processing services will be reviewed. Client understands www.wellsfargo.com/biz/programguide CITY ATTORNEY’S OFFICE CLIENT’S BUSINESS PRINCIPAL City Manager 10/1/2020DATE________________X Signature(Pleasesignabove)Title Ed Shikada 10/1/2020 Please Print Name of Signer Date WFB2210(Rev00-10/19)5 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 26.9. Certain Rules and Requirements........................................................38 26.10. Card Acceptance...........................................................................................39 26.11. Deposits of Principals...............................................................................39 26.12. Merchants in theLodging Industry.................................................39 PART II: CARD SERVICES A. Card General Terms.................................................................................8 1. Services................................................................................................................................8 26.13. Customer Activated Terminals and Self- 2. Operating Procedures; Card Organization Rules Service Terminals...............................................................................................40 and Compliance..............................................................................................................8 26.14. Displays and Advertising........................................................................40 3. Settlement of Card Transactions.........................................................................8 26.15. Cash Payments by and Cash Disbursements 4. Fees; Adjustments; Collection of Amounts Due........................................8 Chargebacks.....................................................................................................................9 Exclusivity..........................................................................................................................8 to Cardholders...............................................................................................40 26.16. Discover Cash Over Transactions......................................................41 26.17. Telecommunication Transactions....................................................41 27. Suspect Transactions..............................................................................................41 28. Completion of Sales Drafts andCredit Drafts..........................................42 28.1. Information Required.................................................................................42 7. Representations;Warranties;Covenants;Limitationson 8. Confidentiality..............................................................................................................10 9.Assignments..................................................................................................................11 28.2. Mail/Telephone/ Internet(Ecommerce) Orders 10.and Other Card NotPresent Sales..........................................................43 11. Reserve Account; Security Interest.................................................................13 12. Financial and Other Information.....................................................................14 13. Indemnification...........................................................................................................14 14. Special Provisions Regarding Non-Bank Services................................14 15. Special Provisions for Debit Card....................................................................15 28.3. Customer Service Telephone Numbers..........................................44 29. Data Security.................................................................................................................44 29.1. Payment Card Industry Data Security Standards (PCI DSS)....................................................................................44 29.2. Data Security Requirements..................................................................45 29.3. Compliance Audits.......................................................................................4516.Special Provisions Regarding Electronic Benefit Transfer (EBT).............................................................................................................16 Immediate Notice Required...................................................................4529.4. 17. Special Provisions Regarding Wireless Services....................................18 18. Terms of Equipment Purchaseor Rental...................................................20 19. Special Provisions Regarding Gift Card Services...................................22 29.5. Investigation....................................................................................................45 29.6. RequiredInformationforDiscoverNetwork and PayPalSecurity Breaches....................................................................45 29.7. Merchant Providers.....................................................................................45 29.8. Reserved.............................................................................................................46 29.9. Costs......................................................................................................................46 30. Authorizations.............................................................................................................46 20.Special Provisions Regarding TransArmor Solution...........................25 21. Special Provisions Regarding Fraud Detection Services..................28 22.Special Provisions Regarding Buyer Initiated Payments...................29 Special Provisions Regarding PayeezySM Gateway Services........................................................................................................29 Card Not Present Transactions............................................................4630.1. 24.Choice of Law, Venue; Waiver of Jury Trial; Limitation 30.2. Authorization via Telephone (Other Than Terminal / ElectronicDevice Users)................................................47 25.Other Terms............................................................................................................................32 30.3. Authorization via Electronic Devices...............................................47 B. Operating Procedures................................................................. 34 30.4.Third Party Authorization System.....................................................47 26. Mastercard, Visa, Discover, PayPal and American 30.5. Automated Dispensing Machines.......................................................47 Express Card Acceptance......................................................................................34 30.6. Pre-AuthorizationforT&E(Travel&Entertainment) 26.1. Card Descriptions..........................................................................................34 26.2. Effective/Expiration Dates......................................................................36 26.3. Valid Signature................................................................................................36 26.4. Users Other Than Cardholders.............................................................36 26.5. Special Terms...........................................................................................................36 26.6. Delayed Delivery Transactions or Deposit Balance................36 30.7. Discover and PayPal Procedure forRequest for Cancellation of Authorization.......................................................48 30.8. Partial Authorization andAuthorization Reversal....................48 31. Submission/Deposit of Sales Drafts and Credit Drafts.....................48 31.1. Submission of Sales for Merchants Other Than Your Business.....................................................................................48 26.7. Recurring Transaction and Preauthorized Order 31.2. Timeliness.........................................................................................................48Regulations........................................................................................................37 26.8. Payments by Installments.......................................................................38 WFB2210(Rev00 –10/19)6 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 40.14. Merchant Website Information Display Guidelines.............56 40.15. Aggregated Charges..................................................................................56 31.3. Electronic Merchants: Daily Batching Requirements & Media Submission..................................................49 32. Settlement.......................................................................................................................49 Refunds / Exchanges (Credits)..........................................................................49 Refunds.................................................................................................................49 Exchanges...........................................................................................................50 Retention of Records for Retrievalsand Chargebacks.......................50 Retain Legible Copies..................................................................................50 Provide Sales and Credit Drafts............................................................50 Lost/Recovered Cards.............................................................................................50 Chargebacks, Retrievals and Other Debits................................................50 Chargebacks.......................................................................................................50 Summary (Deposit)Adjustments/Electronic Rejects............54 Disputing Other Debits and Summary Adjustments.............54 Account Maintenance..............................................................................................54 Change of Settlement Account Number..........................................54 Change in Your Legal Name or Structure.......................................54 40.16.American Express Excessive Disputes.........................................56 American Express Right to Modify or Terminate Agreement.........................................................................56 40.18. Acceptance Proceduresfor American Express Travelers and Gift Cheques........................56 41. Glossary............................................................................................................................56 42. Additional Important Information Pertaining to thisEntire Agreement......................................................................................60 42.1. Electronic Funding Authorization.......................................................60 42.2. Funding Acknowledgement Automated Clearing House (ACH)..............................................................................60 42.3. Additional Fees and Early Termination..............................................60 42.4. Addresses For Notices................................................................................61 Part III: ThirdParty Agreements ......................................................62 1.0. TeleCheck Solutions Agreement......................................................................62 37.3. Changein CompanyDBA Name,Address or Telephone / Facsimile Number......................................................54 37.4. Other Changes in Merchant Profile....................................................54 37.5. Charges for Changes to Account Maintenance..........................54 38. Card Organization Monitoring..........................................................................54 39. Supplies.............................................................................................................................54 40. Special Provisions for American Express...................................................54 40.1. Treatment of the AmericanExpress Brand...................................54 40.2. Treatment of AmericanExpress Marks..........................................55 40.3. Treatment of the American Express Card Member 55 40.4. American Express Transaction Data................................................55 40.5. Treatment of AmericanExpress Cardholder Information............................................................................55 40.6. Disclosure and Use of Data Collected Under Agreement..........................................................................................................55 40.6.1. Consent for American Express to Contact You by Phone, eMail, Text or Facsimile.......................55 40.6.2. Opt-Out.............................................................................................................55 40.7. Conversion to a DirectRelationship with American Express..............................................................................55 40.8. Reserved..............................................................................................................55 Third PartyBeneficiary Rights.............................................................55 4.10. Your Right to Opt Out of American Express Card Acceptance.........................................................................56 40.11. Collections from American Express Cardholder.....................56 40.12. American Express Key-Entered Charges.....................................56 40.13. Keyed No Imprint for American Express Transactions...............................................................................56 WFB2210(Rev00 –00/19)7 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3.6. Youacknowledge and agree that transfers to and from the Settlement Account shall be based on the account number and routing number supplied by you. We are not responsible for detecting errors in any Settlement Account information you provide, including the account numbers and routingnumbers,evenif any of those numbersdo not correspond to the actual account or financial institution identified by name. PART II: CARD SERVICES A. Card General Terms 1. Services 3.7. This Agreement is a contract whereby we are extending financial accommodations to you within the meaning of Section 365(c) of the U.S. bankruptcy code. Your right to receive any amounts due or to become due from us is expressly subject and subordinate to Chargeback, setoff, lien, security interest and our rights to withhold settlement funds under this Agreement, without regard to whether such Chargeback, setoff, lien, security interestand the withholding of settlementfundsrightsare being applied to claims that are liquidated, unliquidated, fixed, contingent, matured or unmatured. Subject to Card Organization Rules, Services may be performed by us or ouragents,including,withoutlimitation,ourrespectiveAffiliates, including the provision of terminals or other equipment and local support functions in connection with this Agreement. 2. Operating Procedures; Card Organization Rules and Compliance Youagree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including, without limitation, the data security requirements described in Section 29. From time to time, we may amend theOperatingProcedures,byprovidingyouwithat least twenty (20)days’ prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effectiveon shorternotice.If thereareanyinconsistenciesbetweenthe General Terms and the Operating Procedures, the Card General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the Card Organization Rules. Card Organization Rules may be available on websites such as https://usa.visa.com www.mastercard.us/en-us/merchants. html, www.discovernetwork.com/en-us/ and https://www.paypal.com/us/ webapps/mpp/accept-payments-online. 4. Exclusivity During the term of this Agreement, you shall use us as your exclusive provider of all Services. 5.Fees; Adjustments; Collection of Amounts Due 5.1. In consideration of the Services provided by us, you shall be charged, and hereby agree to pay us any and all fees set forth in this Agreement (for purposes of clarity, this includes the Application and any additional pricing disclosures or subsequent communications), all of which will be calculated and payable pursuant to the terms of this Agreement and any additional pricing disclosures or subsequentcommunications. If a transaction fails to qualify for your anticipated interchange programs or you inadvertently or intentionally accept a transaction other than anticipated for your account (including a different Card type), then, as applicable to your pricing method, you may be charged higher fees as disclosed in your pricing disclosures or subsequent communications, as well as any applicable surcharge for that transaction, all as further described in Section 42.3 of this Agreement and in the Application. With respectto inadvertentor intentionalacceptanceof a transactionotherthan the type anticipated for your account (including a different Card type), you will also be subjectto payment to us of ourthen-currenttransactionfee(s) with respect to such Card and/or transaction and be liable, obligated and responsible under this Agreement for any such transaction to the same extent as you would be if it was of a Card type elected and approved. For more information on Visa’s and Mastercard’s interchange rates, please go to www.visa.com and www.mastercard.com. The above links may change from time to time. 3. Settlementof CardTransactions 3.1. We will only be required to settle Card transactions for Card types specified in your Application. Promptly after presentment of SalesDrafts pursuant to the Operating Procedures, we will initiate a transfer of the applicable settlement funds toyou. 3.2. Unless otherwise agreed to in writing to the contrary, all fees for Services are deducted as disclosed in accordance to your pricing disclosures or subsequent communications. All settlements forVisa, Mastercard Discover, PayPal and American Express Card transactions will be net of Credits, Summary Adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you. We may also set off from any payments otherwise due, any amounts owed to any of ourrespectiveAffiliates,whetheror not arising out of or relatedto this Agreement. 5.2. Should you have questions regarding any Non-Qualified fees (including Non-Qualified Interchange Fees or Non-Qualified Surcharge), submit aNon-Qualified Fee Inquiry (NFI) request in writing (either letter, fax or email) within 60 days from the mail date (post mark) of the monthly statement in question. Note that NFI requests received after the 60 day limit may not be considered for refund review. The subject line or reference at the top of your NFI requestmuststate“Non-QualifiedFeeInquiry.”YourNFI requestmust include your merchant name, merchant number, billing address, and themonthoftheprocessingstatementonwhichthenon-qualifiedfees appeared.Whenpossible,alsoincludeacopyofthestatementonwhich thefeesinquestionappear.Writtenfeeinquiriesshouldbesubmitted byemailtonfirequest@wellsfargomerchantservicesllc.com;viafaxto (954) 509-1822; or if mailed, sent to: Wells Fargo Merchant, Services, LLC, P.O. Box 6699, Hagerstown, MD 21740, Attn: NFI Investigations Unit. 3.3. All credits to your SettlementAccountor other paymentsto you are provisional and are subject to, among other things, our right to deduct fees, our final audit, Chargebacks (including our related losses), fees and fines imposed on us by the Card Organizations as a result of your acts or omissions. Youagree that we maydebit or credit your Settlement Account for any deficiencies, overages, fees and pending Chargebacks and any other amounts owed to us or any of our respective Affiliates, or we may deduct such amounts from settlement funds or other amountsdue to you from us, or our respective Affiliates You further agree we can offset any amounts owed to us or our Affiliates related to activity in other accounts maintained in your name or accounts guaranteed by you, any of your principals,guarantorsorauthorizedsignors. 3.4. We will not be liable for any delays in receiptof funds or errorsin debit and credit entries caused by you or anyotherPerson.We will provide a written response to your NFI with an explanation. If through our research, we find that a refund is due, we will credit your account within 30 days from the date our research was completed. NFI requests not received in accordance with the foregoing shall not be subject to the response times set forth in this Section. 3.5. In addition to any other remedies available to us under this Agreement, you agree that should any Event of Default (see Section 10.4) occur, we may, with or withoutnotice,changeprocessingor paymentterms and/orsuspendcreditsor other paymentsof any and all funds, money and amountsnowdueor hereaftertobecomedueto youpursuantto theterms of thisAgreement,untilwe have had reasonable opportunity to investigate such event. 5.3. All Authorization fees will be charged for each transaction that you attempt to authorize.All capture fees will be charged for each transaction that you transmit to us for settlement.If you are billed a combinedfee WFB2210(Rev00 –10/19)8 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (physically, electronically or otherwise provided by Us or others) reflectingfor both the authorization and capture of a transaction, the authorization 5.4. The fees for Services set forth in this Agreement are based upon assumptions associated with the anticipated annual volume and average transaction size for all Services as set forth in this Agreement and your method of doing business. If the actual volume or average transaction size are not as expected or if yousignificantly alter your method of doing business,wemayadjustyourfeesforServiceswithoutpriornotice.5.12. If you do not pay us all fees and any other amounts due under this Agreement within thirty (30) days of the date of our merchant statement or other statementsetting forththe amount due, then we may,in our sole discretion, charge you interest, for such time that the amount and all accruedinterestremainoutstandingatthelesserof (i) the per annum rate equal toBank’sthencurrentprimerateplustwopercent(2%),basedona 360dayyear,or(ii)themaximumratepermittedbyapplicablelaw. 5.5. The fees for Services set forth in this Agreement may be adjusted to reflect increases or new fees imposed by Card Organizations, including without limitation, interchange, assessments and other Card Organization fees,or to passthroughincreasesor new fees charged to us bythirdparties related to the Services.All suchadjustments shall be your responsibility to pay and shall become effective upon the date any such change or addition is implemented by the applicable Card Organization or third party as specified in our notice to you. 5.13. Other Debits. We may also debit your Settlement Account or your settlement funds in the event we are required to pay Card Organization fees, charges, fines, penalties or other assessments as a consequence of your sales activities. Such debits shall not be subject to any limitations of time specified elsewhere in the Agreement, including, without limitation the following,whichwe may add to or delete fromthis list as changesoccur in the Card Organization Rules or our Operating Procedures pursuant to Section2: 5.6. Subjectto Section10.3,we may also increase our fees or addnewfees for Services for any other reason at any time by notifying you thirty (30) daysprior to the effective date of any such change or addition. 5.7. If you receive settlement funds by wire transfer, we may charge a wire transferfeeperwire. 5.8. To the extent the Automated Clearing House (ACH) settlement process is used to effect debits or credits to your Settlement Account, youagree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as in effect from time to time. You hereby authorize us to initiate credit and debit entries and adjustments to your accountthrough the ACH networkand/orthroughdirectinstructions to the financial institution where your Settlement Account is maintained for amounts due under thisAgreementand under any agreementswith us or our respective Affiliates for any products or services, as well as for any creditentriesin error.Youherebyauthorizethefinancialinstitutionwhere your Settlement Account is maintained to effect all such debits and credits to your account. This authority will remain in full force and effect until we have given written notice to thefinancialinstitutionwhereyourSettlement Account is maintained that all monies due under this Agreement and under any other agreements with us or our respective Affiliates for any productsor serviceshavebeen paid in full. • Card Organization fees, charges, fines, penalties, registration fees, or • Currency conversion was incorrectly calculated. NOTE: For Discover another approved currency. •Fees for Services not previouslycharged. Reversalof depositpostedto youraccountin error. • Debitfor Summary Adjustmentnotpreviously posted. • Reversalof Creditfordepositpreviously posted. • Debit for Chargeback never posted to youraccount. • Debit for EDC batch error fee.5.9. Youagree to pay any fines imposed on us by any Card Organization resulting from Chargebacks and any other fees or fines imposed by a Card Organization with respect to your acts or omissions. You are responsible for any fines or feesimposed on us asa resultof acts or omissionsby your agentsorthirdparties. • Card Organization Merchant Chargeback/fraud monitoring fees – •Failure of transaction to meet Member ControllerAuthorization Service (“MCAS”) – Cardholder account number on exception file. 5.10. If your Chargeback percentage for any line of business exceeds the estimated industry Chargeback percentage, you shall, in addition to the Chargeback fees and any applicable Chargeback handling fees or fines, pay us an excessive Chargeback fee for all Chargebacks occurring in such month in such line(s) of business. Each estimated industry Chargeback percentage is subject to change from time totime by us in order to reflect changes in the industry Chargeback percentages reported by Visa, Mastercard, American Express, Discover or PayPal. Your Chargeback percentage will be calculated as the larger of (a) the total Visa, Mastercard, American Express, Discover and PayPal Chargeback items in any line of business in any calendar month divided by the number of Visa, Mastercard, American Express, Discover and PayPal transactions in that line of businesssubmittedthatmonth,or (b) thetotaldollaramount of Visa, Mastercard, American Express, Discover and PayPal Chargebacks in any line of business received in any calendar month divided by the total dollar amount of your Visa, Mastercard, American Express, Discover and PayPaltransactionsin thatline of business submitted in thatmonth. Original transaction currency (foreign) notprovided.• • Travel voucher exceeds maximumvalue. •Debit and/or fee for investigation and/or Chargeback costs related to • Costs arising fromreplacementor damage to equipmentrented. • Paymentof currentor pastdue amountsforanyequipmentpurchase, rentalorlease. • Incorrectmerchantdescriptor(nameand/orcity,state)submitted. • Incorrecttransactiondatesubmitted. • Shipping and handling fees. • Costs or expenses associated with responding to any subpoena, 5.11. You agree to promptly and carefully review your merchant statementsor otherdocumentsprovidedormadeavailabletoyou 6. Chargebacks 6.1. You shall be responsible for reimbursing us for all transactionsyou WFB2210(Rev00 –10/19)9 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 7.1.16. you will not at any time during the term of this Agreement, or until all amounts due under this Agreement have been paid in full, grant or pledge any security interestor lien in the Reserve Account,Settlement Accountor transactionproceedsto anyPersonwithoutourconsent; submit that are charged back. See the Operating Procedures for additional 6.2. Youshallreimburse us for any Chargebacks,return items,or other losses resulting from your failure to produce a Card transaction record requested by us within the applicabletime limits.7.1.17. the Card transaction is not a payment for a product or service that violatesfederal,state or local law in anyjurisdiction that may be applicable. 7. Representations; Warranties; Covenants; Limitations on Liability; Exclusion of Consequential Damages 7.2. THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY. 7.1. Withoutlimitinganyotherwarranties,representationsor covenants hereunder, you represent, warrant and covenant to us, and with the submission of each sales Draft reaffirm, the following representations, warranties and/or covenants: 7.1.1. each Card transaction is genuine and arises from a bona fide transaction permissible under the Card Organization Rules by the Cardholder directly with you, represents a valid obligation for the amount shown on the SalesDraft,preauthorizedorder,or Credit Draft, and does not involvethe use of a Card for any other purpose;7.3. IN NO EVENT SHALL EITHER PARTY, OR THEIR AFFILIATES OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREES THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED DAMAGES AS PROVIDED ELSEWHERE IN THISAGREEMENTSHALL NOTBE PROHIBITEDBY THIS PARAGRAPH. 7.1.2. each Card transaction representsan obligation of the related Cardholder for the amountof the Card transaction; 7.1.3. the amount charged for the Card transaction is not subject to any dispute,setofforcounterclaim; 7.1.4. each Card transaction amount is only for respective merchandise or services (including taxes, but without any surcharge) sold, leased or rented by you pursuant to your business as indicated on the Application and, except for any delayed delivery or advance deposit Card transactions expressly authorized by this Agreement, the merchandise or service was actually delivered to or performed for the person entering into the Card transaction simultaneously upon your accepting and submitting the Card transaction forprocessing; 7.1.5. with respect to each Card transaction, you have no knowledge or notice of any fact,circumstancesor defensewhichwould indicate thatsuch Card transaction is fraudulent or not authorized by the related Cardholder or which would otherwise impair the validity or collectibility of the Cardholder’s obligation arising from such Card transaction or relieve the Cardholderfromliabilitywithrespectthereto; 7.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTIONS 13or7.5),OURCUMULATIVELIABILITYFORALLLOSSES,CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT), REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALLNOTEXCEED,(I)$50,000;OR(II)THEAMOUNTOFFEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS, WHICHEVER IS LESS. 7.1.6. each Card transaction is made in accordance with these Card General Terms, Card Organization Rules and the Operating Procedures; 7.1.7. each Sales Draft is free of any alteration not authorized by the related Cardholder; 7.1.8. you have completed one Card transaction per sale; or one Card transactionper shipmentof goodsfor which the Cardholder hasagreed to partial shipments;7.5. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION 13), OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS TO YOU FOR ANY REASON, OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 3.4, 3.6 OR 22.1, WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS, AS SET BY THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK FROM TIME TO TIME. 7.1.9. you are validly existing,in good standing and free to enter into this Agreement; 7.1.10. eachstatement made on the Application or otherinformation providedto us in supportof thisAgreementistrue andcorrect; 7.1.11. you are notdoingbusinessunder a name or style notpreviously disclosed tous; 7.1.12. you have not changed the nature of your business, Card acceptance practices, delivery methods, return policies, or types of products or services sold requiring a different Merchant Category Code (“MCC”) under Card Organization Rules, in a way not previously disclosed tous; 7.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, TO YOU INANY WAY WITH RESPECT TO NON -BANK SERVICES. 8. Confidentiality7.1.13. you will use the Services only for your own proper business purposesandwillnotresell,directlyor indirectly,anypartof theServices toanyPerson; 8.1. Unless you obtain consents from us and each applicable Card Organization, Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) except for purposes of authorizing, completing and settling Card transactions and resolving any Chargebacks, Retrieval Requests or similar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. You shall 7.1.14. you have not filed a bankruptcy petition not previously disclosed tous; 7.1.15. you own and control the SettlementAccount,and no third party security interest or lien of any type exists regarding the Settlement Account or any Card transaction. WFB2210(Rev00 –10/19)10 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 addition to all other available remedies, to redress any breach.use proper controls for and limit access to, and render unreadable prior 8.4. We will keep confidential any information we receive from Client via its use of the Services. Exceptions are that we may disclose such information (a) to third parties as appropriate to provide the Services (b) to our internal and external auditors, attorneys and regulators (c) as required or permitted by law, regulation or court order (d) to our respective Affiliates as appropriate. In addition, we may use data collected as part of performing payment processing or other transaction-related services for you for the purpose of providing additional products and services to you (“Transaction Data”), other merchants, or third parties. This includes collecting, using, and de-identifying cardholder information, dates, amounts, and other Transaction Data to provide you with analytic products and services as well as collecting and using Transaction Data anonymized and aggregated with other merchants’ transaction data to provide you, other merchants, and third parties with analytic products and services. 8.2. Youacknowledge that you will not obtain ownership rights in any information relating to and derived from Card transactions. Cardholder account numbers, personal information and other Card transaction information, including any databases containing such information, may not be sold or disclosed to a third party as an asset upon a bankruptcy, insolvency or failure of Client’s business. Upon a bankruptcy, insolvency or failure of Client’s business all Card transaction information must be returned to Servicers or acceptable proof of the destruction of all Card transactioninformationmustbe providedto Servicers. 8.3. You will treat this Agreement, the Card Organization Rules and any information supplied or otherwise made accessible by us or our agentsas confidential,including withoutlimitation,(i) informationabout the products, services, operations, procedures, customers, suppliers, sales, pricing, business plans and marketing strategies of Servicers, their respective Affiliates and the customers, clients and suppliers of any of them; (ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secretin the sense that its confidentiality affords Servicersa competitive advantageoveritscompetitors;and(iii)allconfidentialorproprietary concepts,documentation,reports,data,specifications,computersoftware, source code, object code, flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable and will not disclose the same to anythirdparties,provided,however,that theserestrictionsdo not apply to information:(a)rightfullyobtainedon a non-confidentialbasisfroma Personandyouragentsandrepresentatives, which Person was not subject to a duty of confidentiality, (b) rightfully and independently known by you on a non-confidential basis prior to its disclosure or (c) generally available to the public other than through any disclosurebyor faultof you,youragentsor representatives. 8.5. You shall not assign to any Person, the rights to use the Marks of Servicers, our agents or the CardOrganizations. 8.6. All rights,title,and interestin and to allintellectualproperty related to the Services(includingwithout limitation, the contentof any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods),owned,developedor licensed by us priorto,during the term of, or after the Agreement,or employed by us in connection with the Services and any updates, changes, alterations, or modifications to or derivative works from such intellectual property, shall be and remain, as among the Parties,ourexclusiveproperty. 8.7. Client agrees that we may obtain relevant information from any applicable telecommunications provider utilized by Client, as necessary to investigateanyallegation of fraud,suspected fraud or other actual or alleged wrongful act by Client in connection with the Services. 8.8. Client will not: (a) use the Services in any way other than in accordance with this Agreement, any supplied documentation, or as otherwiseinstructedbyusin writing;(b) usetheServices,eitherdirectly or indirectly, to develop any service or product that competes with the Services;(c)disassemble,decompile,decrypt,extract,reverseengineer,or otherwiseattempttoaccess,ascertain,reconstruct,derive,orappropriate for any reason or purpose (i) the source code for any software, or (ii)any algorithm,process,procedure,idea,orotherinformationcontainedinthe Services;(d)modify,translate,oraltertheServicesinanymanner;(e)create derivative works of or based on the Services; (f) disclose or provide the Services to, or permitthe Services to be accessedor used (in any format or by any means) by, any third party other than your authorized employees and contractors who are subject to written confidentiality obligations binding upon such employees and contractors that are no less restrictive than the confidentiality provisions hereunder; (g) directly or indirectly make any copiesof the Services,exceptfor (i) backup/archivalpurposes, or (ii) only with respect to any supplied documentation, as reasonably necessary to facilitate use of the Services as long as any such copies containallappropriateproprietarynotices;(h) remove,relocate,ormodify anyproprietaryrightsnoticesrelatingto the Services; (i) attempt to access, or actually access,portionsof theServices notauthorizedby us foruse; (i) rent, lease, sell, assign, sublicense, or otherwise transfer to any third party, whether by operation of law or otherwise, any of the rights granted hereunder; (k) use the Services for any unlawful purpose; (l) use, access, transfer,move,relocate,ship,or transshipthe Servicesoutside of the United States without obtaining our advance written consent; or (m) circumvent, or attemptto circumvent,anyapplicablesecuritymeasuresof the Services. 8.3.1. Our confidential information shall be used by you only to exercise your rights and to perform your obligations hereunder. Client shall receive our confidential information in confidence and not disclose the confidentialinformation to any third party,exceptas may be agreedupon in writing by us. Client shall safeguard all of our confidential information using a reasonable degree of care, but not less than that degree of care used by it in safeguardingitsown similar information or material.Upon requestby us or upon termination of thisAgreement,Clientshallreturn to us or destroyallof ourconfidentialinformationin itspossessionor control. 8.3.2. The obligations of confidentiality and restrictions on use in this Section shall not apply to any confidential information that: (i) was in the public domain prior to the date of the Agreement or subsequently came into the public domain through no fault of Client; (ii) was received from a third party free of any obligation of confidence of Client to the third party and which third party, to Client’s knowledge, was not under an obligation to keep the informationconfidential; (iii) was already in Client’spossession priortoreceiptfromus;(iv)isrequiredtobedisclosedbylaw,regulation or court order after giving us as much advance notice as practical of the possibility of disclosure; or (v) is subsequently and independently developed by Client’s employees, consultants or agents without use of or reference to our confidential information. 8.3.3. Except as specifically provided for herein, this Section does not confer any right, license, interest or title in, to or under our confidential information to Client. Except as specifically provided for herein, no license is hereby granted to Client under any patent, trademark, copyright, trade secretorotherproprietaryrightsofours. 9. Assignments 9.1. Any transferor assignmentof this Agreementby you, without our priorwrittenconsent,byoperationof laworotherwise,isvoidablebyus. Any transfer of voting controlof you or your parent shall be considered an assignmentor transferof thisAgreement.Furthermore,youshall indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, fees and fines arising from such transferee’s or assignee’s Submission 8.3.4. Client acknowledges that breach of the restrictions on use or disclosureof any of ourconfidentialinformationwouldresultin immediate and irreparable harm to us, and money damages would be inadequate to compensate for that harm. We shall be entitled to seekequitable relief,in WFB2210(Rev00 –10/19)11 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 the Services, throughout the term of this Agreement.of Card transactions to us for processing. For purposes of this Section 9, 10.4. If any of the following events shalloccur (each an “Event of Default”): 9.2. The payment services provided by us require access to a single bank account in which we may initiate both credits and debits. You may not enterinto anyagreementthatwouldrequire,in anycircumstanceor event, the transfer of any payments or proceeds from Card transactions covered by thisAgreementto the custody or controlof any third party. You may not assign any rights, including the right of payment under this Agreement, to any other person.In the event that you make an assignmentof (or provide a security interest in) of receivables covered by this Agreement, then we may, at our option, elect to (a) refuse to acknowledge such assignment unless accompanied by an authorization to both initiate debits or credits to the bank account of the assignee,(b) terminate thisAgreement 10.4.1. a materialadverseor otherchange in your business,financial conditionorbusinessprospects;or 10.4.2. anyassignmentor transferof votingcontrolof you or yourparent; or 10.4.3. a sale of all or a substantialportionof yourassets;or 10.4.4. irregular Card sales by you, excessive Chargebacks, noncompliancewithany applicable data securitystandards,asdetermined immediately,or (c) charge for any transfers that we are called upon to make 9.3. Another Visa and Mastercard member may be substituted for Bank under whose sponsorship this Agreement is performed with respect to Visa and Mastercard transactions. Upon substitution, such other Visa and Mastercard member shall be responsible for all obligations required of Bank for Visa and Mastercard transactions, including without limitation, full responsibility for its Card program and such other obligations as may be expressly required by applicable Card Organization Rules.Subject to Card Organization Rules, we may assign or transfer this Agreement and our rights, duties and obligations hereunder and/or may delegate or subcontract our rights, duties and obligations hereunder, in whole or in part, to any third party, whether in connection with a change in sponsorship,assetforthin theprecedingparagraph,orotherwise,without noticeto youor yourconsent. 10.4.5. anyofyourrepresentations,warrantiesorcovenantsinthis Agreementarebreachedin anyrespect;or 10.4.6. you default in any material respect in the performance or observanceof any term,covenant,condition or agreementcontained in this Agreement, including,without limitation, the establishment or maintenance of funds in a Reserve Account, as detailed in Section 11; or 10.4.7. you default in any material respect in the performance or observanceof any term,covenantor condition contained in any agreement with any of ourrespectiveAffiliates; 10.4.8. you default in the paymentwhen due, of any material indebtedness for borrowed money; or9.4. Except as set forth elsewhere in this Section and as provided in the following sentence, this Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of a party’s assets or business, shall have any right to continue, assume or assign this Agreement. 10.4.9. you file a petition or have a petition filed by another party under the U.S.bankruptcy code or any other laws relating to bankruptcy, insolvencyorsimilararrangementforadjustmentof debts;consentto or fail to contest in a timely and appropriate manner any petition filed against you in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of you or of a substantial part of your property; or make a general assignment forthebenefitof creditors;or takeanycorporateactionforthepurposeof authorizing any ofthe foregoing; or 10. Term; Events of Default 10.1. This Agreement shall become effective upon the date this Agreement is approved by our CreditDepartment. 10.2. The initial term of this Agreement shall commence as of the date of the first transaction submitted for processing to us and shall continue in force for three years. Thereafter, it shall renew for successive one year terms unless and until you provide written notice at leastninety(90)days priorto the end of the then current term or we provide you with notice in accordance with the Agreement. Should you fail to notify us in writing of your request to terminate you acknowledge and agree you will continue to be charged feespursuantto thisAgreementnotwithstandingnon- use of your account. If you have an equipment lease, termination of the Agreementwill notterminate your lease or change any of your obligations under that lease (including your obligation to make monthly lease payments). yourindependentcertifiedaccountantsshallrefuseto deliveran10.4.10. unqualified opinion with respect to your annual financial statements and 10.4.11. a violation by you of any applicable law or Card Organization Rule or our reasonable belief that termination of this Agreement or suspension of Services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S.Department of the Treasury or your breach, as determined by Servicers, of Section 25.2 (“Compliance with Laws”);then,upontheoccurrenceof(1)anEventofDefaultspecified insubsections10.4.4,10.4.9or10.4.11,wemayconsiderthisAgreement to be terminatedimmediately,withoutnotice,andallamountspayable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default, this Agreement may be terminated by us giving not less than 10 days’ notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand. 10.3. Notwithstanding the above or any other provisions of this Agreement, we may terminate this Agreement at any time and for any reason by providing 20 days’ advance notice to you. We may terminate thisAgreementimmediately or with shorternotice upon Event of Default as provided under Section 10.4 of this Agreement. You may terminate this Agreement without penalty in the event of a material breach of this Agreement by Servicers. In the event we provide notice to you of any new fees or increasesin existingfeesforServices,pursuantto Section5.6, youmayterminate thisAgreementwithoutfurthercauseor penaltyby notifying us that you are terminating this Agreement prior to the effective date of such new fees or increases. However, maintaining your merchant accountor your continued use of the Servicesafter the effective date of any such fee changes shall be deemed your acceptance of such fee changes for 10.5. Neither the expiration nor termination of this Agreement shall terminate the obligationsand rightsof the partiespursuantto provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. All obligations by you to pay or reimburse us for any obligationsassociatedwith transactions youhavesubmitted to us will to survive termination of this Agreement until finally and WFB2210(Rev00 –10/19)12 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 consistent with our liability for your Card transactions and Chargebacks inirrevocably paid in full and settled. 10.6. If any Event of Default occurs and regardless of whethersuch Event of Defaulthas been cured,we may, in our sole discretion,exerciseallof our rights and remedies under applicable law and this Agreement, including, withoutlimitation,exercisingourrightsunderSection11.11.3. If your funds in the Reserve Account are not sufficient to cover the Chargebacks, adjustments, fees and other charges and amounts due from you, or if the funds in the ReserveAccount have been released, you agree to promptlypayus such sums upon request. 10.7. In the event you file for protection under the U.S.bankruptcy code or any other laws relating to bankruptcy, insolvency, assignment for the benefitof creditorsor similar laws, and you continue to use ourServices, it is your responsibility to open new accountsto distinguishpre and post filing obligations. Youacknowledge that as long as you utilize the accounts you established prior to such filing, we will not be able to systematically segregateyourpost-filingtransactionsor preventset-offof thepre-existing obligations. In that event, you will be responsible for submitting an accounting supporting any adjustments that you mayclaim. 11.4.1. Tosecure your obligations to us and our respective Affiliatesunder this Agreement and any other agreement for the provision of equipment products or services (including any obligations for which payments on account of such obligations are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause), you grant to us a first priority lien and security interestin and to (i) the ReserveAccount and(ii) any of your funds pertaining to the Card transactions contemplated by this Agreement now or hereafterinourpossession,whethernoworhereafterdueor tobecome due to you from us. Any suchfunds,money or amountsnow or hereafterin our possession may be commingled with other funds of ours, or, in the case of any funds held pursuant to the foregoing paragraphs, with any other fundsof othercustomersof ours.In additionto any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, we are hereby authorized by you at any time and from time to time, without notice or demand to you or to any other Person (any such notice and demand being hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such funds against and on account of your obligations to us and our respective Affiliates under this Agreement and any other agreement with us or any of ourrespectiveAffiliatesfor any related equipment or related services (including any check warranty and check verification services), whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. You agree to duly execute and deliver to us such instruments and documents as we may reasonablyrequestto perfectandconfirmthelien,securityinterest,rightof set off,recoupmentand subordination set forth in thisAgreement. 10.8. The Card Organizations often maintain lists of merchants who have had their merchant agreements or Card Acceptance rights terminated for cause. If this Agreement is terminated for cause, you acknowledge thatwe may be requiredto report your business name and the names and other information regarding its principals tothe Card Organizations for inclusion on such list(s). Youexpressly agree and consent to such reporting if youare terminated as a resultof the occurrenceof an Eventof Defaultor for any reason specified as cause by Visa, Mastercard, Discover, PayPal or American Express. Furthermore, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting. 10.9. After termination of thisAgreementfor anyreasonwhatsoever,you shall continue to bear total responsibility for all Chargebacks, fees, Card Organization fines imposed on us as a result of your acts or omissions, Credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other amounts then due or which thereaftermaybecomedue underthisAgreement. 10.10. After the initial term of this Agreement, if your merchant account is determined to be inactive as determined in our sole discretion, we may cancelthisAgreementwithoutfurther notice.Inactivitywillbe determined by an extended period of time with no transactions processed by us on yourbehalf.11.4.2. To the extent funds are held in a separate Reserve Account, the ReserveAccountshallbe subjectto (i) Servicers’securityinterestpursuant to this subsection 11.4, and (ii) an account control agreement (as defined by the applicable sections of the Uniform Commercial Code, hereinafter referred to as “Control Agreement”) among you, the institution at which the Reserve Account is held (such institution hereinafter referred to as “Settlement Account Bank”) and Servicers (such investment account hereinafter referred to as the “Control Account”). The Control Agreement shall be in form and substance satisfactory to Servicers. The Settlement Account Bank shall be a national bank which is mutually acceptable to you andServicers. In the event we close this Agreement for inactivity, the early termination fee will not apply. 11. Reserve Account; SecurityInterest 11.1.Youexpressly authorize us to establish a Reserve Account to help mitigate our risk exposure under this Agreement. The decision to establish a Reserve Account (and the amount thereof) lies exclusively with us, and you understand that you are obligated to fund such account pursuant to the terms and conditions set forth in this Section 11. The amount of such Reserve Account shall be set by us, in our sole discretion, based upon your processinghistory (whereapplicable)and the potentialriskof loss to us as wemaydeterminefromtimetotime.11.4.3. For sake of clarification and notwithstanding anything in the Agreement to the contrary, in the event Servicers deduct, holdback, suspend, off set or set off anysettlementmoniesor amountsotherwisedue you pursuant to the terms of this Agreement (collectively, Set Off Funds), you acknowledge that such Set Off Funds will be held in a commingled Reserve Account(s) of Servicers unless such Set Off Funds are wired or deposited by Servicers into any Control Account, pursuant to a Control Agreement in which case Servicers will transfer Set Off Fundsfrom their commingled Reserve Account(s) to the Control Account as soon as practicable using commercially reasonable efforts. 11.2. The Reserve Account shall be fully funded upon three (3) days’ notice to you, or in instances of fraud or suspected fraud or an Event of Default, Reserve Account funding may be immediate. SuchReserve Account may be funded by all or any combination of the following: (i) one or more debits to your Settlement Account or any other accounts held by Bank or any of its Affiliates at any financial institution maintained in the name of Client, any of its principals, or any of its guarantors, or if any of the same are authorized signers on such account; (ii) any payments otherwise due to you, including any amount due from TeleCheck; (iii) your deliveryto us of a letterof credit; or (iv) if we so agree, your pledge to us of a freely transferable andnegotiable certificate of deposit.Any suchletter of credit or certificate of deposit shall be issued or established by a financial institution acceptable to us and shall be in a formsatisfactory to us. In the event of termination of thisAgreementby any party,an immediate Reserve Account may be established without notice in the manner provided above. Any Reserve Account will be held by us for the greater of ten (10) months aftertermination of thisAgreementor for such longer period of time as is 11.4.4. If in replacement of or in addition to the first priority lien and security interest in the Reserve Account, you grant to Servicers a first priority lien and security interest in and to one or more certificates of deposit, the certificates of deposit shall be uncertificated and shall be subject to an Acknowledgement of Pledge of Certificate of Deposit and Control Agreement (the “Certificate of Deposit Control Agreement”) by, between and among Customers, Servicers and the financial institution that has established and issued the certificate of deposit. The form of the WFB2210(Rev00 –10/19)13 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 of this Agreement,in which case the terms of thisSection 14 willcontrolforCertificate of Deposit Control Agreement and the financial institution that 12. Financial and Other Information 12.1. Upon request, you will provide us and our Affiliates, quarterly financial statements within 45 days after the end of eachfiscalquarterand annual audited financial statements within 90 days after the end of each fiscalyear.Suchfinancialstatementsshallbe preparedin accordance with generally accepted accounting principles. You will also provide such other financialstatementsand other information concerningyour business and your compliance with the terms and provisions of this Agreement as we may reasonably request. You authorize us and our Affiliates to obtain from third parties financial and credit information relating to you in connection with our determination whetherto accept thisAgreementand our continuing evaluation of your financial and credit status. We may also accessand use information which youhaveprovided to Bank for any other reason.Uponrequest,youshallprovide,and/orcauseto be provided,to usandourAffiliates,or ourrepresentativesor regulators(aswellasthose of the Card Organizations) reasonable access to your or your providers’ facilities and records for the purpose of performing any inspection and/ or copying of your books and/or records deemed appropriate. In such event, you shall pay the costsincurred by us or our Affiliatesfor such inspection, including,butnot limited to, costsincurred for airfare and hotel accommodations. Section 12.1 shall not be in force as long as you provide Wells Fargo Bank, N.A. with your current financial statements (e.g., as a requirementofyourlendingorothercommercialrelationshipwith Wells Fargo Bank, N.A. or its Affiliate) and Wells Fargo Bank, N.A. is permitted to disclose your financial statements to Wells Fargo Merchant Services upon request. In the event you terminate your commercial lending relationship with Wells Fargo Bank, N.A., you shall be obligated to satisfy the requirements of this Section 12.1. 14.2. If you accept American Express under the American Express EDC Program, you understand that if, based upon your anticipatedCard transaction volume you do not qualify for our full service program but have otherwise been approved for accepting American Express transactions, then (a) your authorizations will be obtained from and funded by American Express, (b) American Express will provide you with its own agreement that governs those transactions, and (c) you understand and agree that (i) we arenotresponsible andassume absolutely no liability with regard to any such transactions, including but not limited to the funding and settlement of American Express transactions, and (ii) American Express will charge additionalfeesfor the services they provide. If, based on your anticipated Card transaction volume, you do qualify for our full service program, then your acceptance of American Express will be governed exclusively by this Agreement. 14.3. If you accept JCB, Diners Club International, UnionPay, BCcard, and Dinacard cards, you agree to be bound by the Discover provisions of this Agreement. You also acknowledge and agree that JCB, Diners Club International, UnionPay, BCcard, and Dinacard transactions will be processed under and will be subject to Discover Card Organization Rules. 14.4. If you accept Voyager and/or WEX Cards, you agree to be bound by the WEX and/or Voyager rules. You also agree to be bound by all other provisions of this Agreement which are applicable to WEX and/or Voyager.12.2. You will provide us with written notice of any judgment, writ, warrantofattachment,executionorlevyagainstanysubstantialpart(25% or morein value)of yourtotalassetsnotlaterthanthree(3)daysafteryou becomeawareofsame. 14.5. If you execute a separate WEX Merchant Agreement, (WEX Non FullServiceProgram),youunderstandthatwe willprovidesuchagreement to WEX, but that neither we nor WEX shall have any obligation whatsoever to you with respect to processing WEX Cards unless and until WEX executes your WEX Merchant Agreement. If WEX executes your WEX Merchant Agreement and you accept WEX Cards, you understand that WEX transactions are processed, authorized and funded by WEX. You understand that WEX is solely responsible for all agreements that govern WEX transactions and that we are not responsible and assume absolutely no liability with regard to any such agreements or WEX transactions, including but not limited to the funding and settlement of WEX transactions. Youunderstand that WEX will charge additional fees for the servicesthatitprovides. 13. Indemnification 13.1. You agree to indemnify and hold us and the Card Organizations harmless from and against all losses, liabilities, damages and expenses: (a) resultingfromtheinaccuracyor untruthfulnessof anyrepresentation orwarranty,breachofanycovenantoragreementoranymisrepresentation by you under thisAgreement; (b) arising out of your or your employees’ or your agents’ negligence or willfulmisconduct,in connectionwithCardtransactionsor otherwise arising fromyour provisionof goodsand services to Cardholders; 14.6. If you elect to participate in the WEX Full Service Program, the following terms andconditions shall apply:(c) arising out of your use of the Services; or (d) arising out of any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any Card Organization or Issuer). a) You shall provide, at your own expense,allequipmentnecessary to permit the electronic acceptance of the WEX Cards, including the operation and maintenance of the equipment, telecommunication link, and provision of all networking services;13.2. We agree to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from any breach of any warranty, covenant or agreement or any misrepresentation by us under this Agreementor arising out of our or our employees’ gross negligence or willful misconduct in connection with this Agreement; provided that this indemnity obligation shall not apply to Bank with respect to Non-Bank Services. b) All authorization request data for WEX Card sales must include WEX Cardholder account number, vehicle number, Card expiration date, driver identification number; and the amountof the transaction,date and time of the transaction, quantity of goods sold, unit price, and product code (the “Authorization Request Data”). All manual WEX Card sales (i.e., sales facilitated by a card imprinter) must include an Authorization number or other approval code from WEX along with the aforementioned Authorization Request Data; 14. Special Provisions Regarding Non-Bank Services 14.1. Certain Card transactions may be provided to you by Processor and not by Bank. These are considered “Non-Bank Services ”, and may include certain Discover, American Express, Voyager and WEX Card transactions. This Section 14 applies to such Non-Bank Services. Services provided, transactionsprocessedandothermatterscontemplated under thisSection 14 are subject to the rest of the Agreement, as applicable, except to the extentthetermsof thisSection14directlyconflictwithanotherprovision c) You shall not submit a WEX Card sale for processing when a WEX Card is not presented at the time of the WEX Cardsale; d) You shall complete a WEX Card sale only upon the receipt of an Authorization approval message and not accept a WEX Card when an WFB2210(Rev00 –10/19)14 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • In additionto theinformationprovidedunderSection32 (Settlement) of the Operating Procedures, settlement of Voyager transactions will generally occur by the fourth banking day after we process the applicable card transactions. We shall reimburse you for the dollar amount of sales submitted for a given day by you, reduced by the amount of Chargebacks, tax exemptions, discounts, Credits, and the fees set forth in the Application. Neither we nor Voyager shall be required to reimburse you for sales submitted more than sixty (60) days from the date of purchase. expired Card/decline message is received; e) You shall not submit a WEX Card sale for processing until the goods havebeendeliveredorservicesperformed; f) You shall not accept a WEX Card where the WEX Card appears to be invalid or expired or there is reasonable belief that the WEX Card is counterfeit or stolen; g) You shall provide a copy of the receipt for a WEX Card sale, upon the requestof theCardholder,to theextentpermittedbyapplicablelaw,which shall not include the full account number or driveridentificationnumber; • For daily transmission of sales data, you shall securely maintain true and complete records in connection with the information required to be providedunderthisparagraphfora periodof notlessthanthirty-six(36) months from the date of the generation of the data. You may store records on electronic media, if secure. You are responsible for the expense of retaining sales data records and SalesDrafts. h) You shall require the Cardholder to sign a receipt when a WEX Card sale is notcompleted by an islandCard reader; i) You shall take allcommercially reasonableefforts to protectmanual WEX Card sales data from fraud ormisuse;• In addition to the scenariosidentified in Section 36.1.4 of the Operating Proceduresthatcould cause an authorization related Chargebackto occur with respect to Voyager transactions, Chargebacks shall be made in accordance with any other Voyager rules. Notwithstanding termination or expiration of this paragraph or the Agreement, you shall remain liable for all outstanding Chargebacks on Voyager transactions. j) You shall not divide the price of goods and services purchased in a single WEX Card sale among two or more sales receipts or permit a WEX Card sale when only partial payment is made by use of the WEX Card and the balance is made with another bank Card; k) You shall securely maintain a record of all WEX Card sales, including the Authorization Request Data, for a period of one year and produce such recordsupon the reasonable requestof WEX; • In addition to the information provided under Section 7 (Representations; Warranties; Covenants; Limitations of Liability; Exclusion of Consequential Damages) of the Card General Terms, in no event shall our cumulative liability to you for losses, claims, suits, controversies, breaches or damages for any cause whatsoever in connection with Voyager transactions exceed the lesser of $10,000.00 or the Voyager Transaction Fees paid by you to us for the two months prior to the action giving arise to the claim. l) You shall notify Processor of any errors contained within a settlement reportwithinfortyfive(45)daysofreceiptofsuchreport.Processorwillnot acceptreprocessing requests for WEX transactions older than 90 days; m) You shall allow WEX to audit records, upon reasonable advance notice, related to the WEX Full Service;and n) Youshall retransmit WEX Card sales data when reasonably requested to doso.• Notwithstanding anything in this Agreement to the contrary, our obligation to provide services to you relating to any Fleet Card will terminate automatically without penalty to us or the related Card Organization upon the earlier of (i) the termination or expiration of our agreementwithsuchCardOrganization,(ii)at leasttwenty(20)daysprior written notice by us to you;(iii)yourfailureto complywithmaterialterms relating to such Fleet Card transactions, or (iv) written notice, if an Card Organization discontinues its Card. o) Client acknowledges and agrees that its sole remedies with respect to the WEX Full Acquiring services shall be against Processor for the WEX Full Acquiring Services and not WEX, except to the extent that WEX knows of any fraud related to the WEX Cards and fails to provide notice of such fraud or WEX commits fraud in respect to the WEX Full Acquiring Services. 14.7. If you accept Voyager Cards:14.8. If you accept PayPal Cards you understand that the following requirements apply to PayPal Card transactions in addition to the informationrequiredin thisAgreement:• In addition to the information stated in Section 26 (Mastercard,Visaand Discover, PayPal and American Express Acceptance) of the Operating Procedures,youshould check Fleet Cards for any printed restrictionsat the point of sale. •Only PayPal’s in-store, Card present transactions are eligible for processing under this Agreement. Online, cash over, cash advance, • In addition to the information provided under Section 26.5 (Special Terms) of the Operating Procedures, you shall establish a fair policy for the exchange and return of merchandise.Youshallpromptly submit Creditsto us for any returns that are to be credited to a VoyagerCard holder’s account. Unless required by law, you shall not give any cash refunds to any Voyager Card holder in connection with a sale. •Youwill provide us with information about the Card transactionsyou conduct including data related to your Authorization requests, Card • InadditiontotheinformationrequiredunderSection28.1(Information Required) of the OperatingProcedures,the followinginformationmust be contained on the single page document constituting the Sales Draft for Voyager transactions: • You will provide us with aggregate and individual information about the Card transactions you accept; including, the number, type and kind of transactions you conduct, your disputes, your business operations, your merchant category code information, and any other information you are requiredtoprovideunderthisAgreement.– Time oftransaction. • You will not use, store, retain or otherwise disclose any of PayPal’s confidential information, Cardholder data, magnetic stripe track data, or PayPalCard transactiondata (other than as necessary to complete a transaction). – Type of fuel sold. – As permitted by the applicable POS device, odometer reading. – For all cashier-assisted Sales Drafts and Credit Drafts processed manuallyusinga cardImprinterif required,theidentificationnumberfrom the source credentials provided by Cardholder to validate Cardholder’s identity(e.g.,Driver’sLicensenumber). • You will not use a PayPal Cardholder’s personal information for marketingand/orotherpurposeswithoutexplicitconsentfromthe Cardholder. • If an increase in the number of Voyager transaction authorization calls from you not due to our or Voyager system outages in excess of 15% for a given month as compared to the previous month occurs, we may, in our discretion,deducttelephone charges,notto exceed$.25(25cents)percall, for the increasedcalls,fromyour settlementof yourVoyagertransactions. 15.Special Provisions for Debit Card The special provisions outlined in this Section 15 apply only to those Debit Card transactions that are processed by a Cardholder entering a PIN unless the transaction is a debit network supported PINless Transaction. WFB2210(Rev00 –10/19)15 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • You must issue a receipt to the Cardholder upon successful completion of a transaction and effect PAN Truncation on it.A PINless transaction is a Debit card transaction that a merchant • You may not manually enter the account number for PIN Debit transactions. Signature Debit transaction may be key entered if you are unable to swipe the Card.The accountnumber must be readelectronically from the Magnetic Stripe/chip for transactions authenticated with aPIN. If the Magnetic Stripe/chip is unreadable, you must request another form of payment from the Cardholder. Do not obtain a signature if PIN authentication is not supported or available.15.1. Debit Card Acceptance. Most, but not all, Debit Cards can be accepted at the point of sale at participating locations. Examine the back of the Debit Card to determine if the Card participates in a network that you are authorized to accept. The Network mark(s) will usually be printed on the back of the Card. If the Debit Card is valid and issued by a participating network,youmustcomplywiththefollowinggeneralrequirementsfor all participating networks, in addition to any specific requirements of the network. •Any applicable tax must be included in the total transaction amount for which authorization is requested. Tax may not be collected separately in •YOU ARE RESPONSIBLE FOR SECURING YOUR POS DEVICES AND FOR IMPLEMENTING APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING REFUNDS AND VOIDS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. • Youmust honor all valid Debit Cards when presented that bear authorized network marks. • Youmust treat transactionsby Cardholdersfrom all Issuers in the same manner. 15.3. Cash Back From Purchase. You may offer cash back to your customers when they make a PIN Debit Card purchase, if cash back is supported by the PIN Debit Network associated with the PIN Debit Card presented by your customer. You may set a minimum and maximum amount of cash back that you will allow. If you are not currently offering this service, your POS device may require additional programming to begin offering cash back as long as it is supported by the Debit network. • You may not establish a minimum or maximum transaction amount for Debit Cardacceptance. •You may process cash back or store credit on PIN Debit Cards on a merchandise return according to your store policy. • You may not require additional information, beside the PIN, for the completion of the transaction unless the circumstances appear suspicious. A signature is not required for Debit Card transactions. 15.4. Settlement. You must reconcile your accounts for each location daily and notify us within24 hoursof anyissues. 15.5. Adjustments. An adjustment is a transaction that is initiated to correct a Debit Card transaction that has been processed in error. For Signature Debit transactions (including “no signature” signature debit transactions), both the Cardholder and the Card Issuer have the right to question or dispute a transaction. If these questions or disputes are not resolved, a Chargeback may occur. You are responsible for all adjustment and Chargeback fees that may be charged by a Debit network. Some PIN networksmayhaveestablishedminimumamountsforadjustments. • You shall not disclose transactionrelated information to any party other than your agent, a network, or issuing institution and then only for the purposeofsettlementorerrorresolution. • You may not process a Credit Card transaction in order to provide a refund on a Debit Cardtransaction. 15.2. Transaction Processing.The following general requirements apply to all Debit Cardtransactions. There are several reasons for adjustments being initiated:• All Debit Card transactions must be authorized and processed electronically.Thereisnovoiceauthorizationor Imprinterprocedurefor Debit Card transactions. •TheCardholderwaschargedan incorrectamount,whethertoo littleor too much. • You may not complete a Debit Card transaction that has not been authorized. The Cardholder should be instructed to contact the Issuer to find out why a transaction received a Referral or decline response. If you cannot obtain an authorization at the time of sale, you should request anotherformof paymentfromthe customeror processthetransactionasa Store and Forwardor Resubmission,in which case you assume the riskthat the transaction fails to authorize or otherwise declines. The Cardholder should be instructed to contact the Issuing Bank to find out why a transaction has beendeclined. •The Cardholder wascharged more than once for the same transaction. • A processing error may have occurred that caused the Cardholder to be charged even though the transaction did not complete normally at the point of sale. •A Cardholder is disputing the goods orservices provided. •All parties involved in processing adjustments and Chargebacks are regulated by time frames that are specified in the operating rules of the • Unless the transaction is a network supported PINless Transactionyou may not complete a Debit Card transaction without entry of the Personal Identification Number (PIN) by the Cardholder (and no one else) or signature by the Cardholder(andno oneelse). 16.Special Provisions Regarding Electronic Benefit Transfer (“EBT”) If you elect to engage in EBT transactions, the terms and conditions of this Section 16 shall apply. • The PIN must be entered into the PIN pad only by the Cardholder. You EBT transactions are provided to you by Processor and not by Bank. The Servicesprovided,transactionsprocessedandothermatterscontemplated under this Section 16 are subject to the rest of this Agreement, as applicable,exceptto the extentthe terms of this Section 16 directlyconflict with another section of this Agreement, in which case the terms of this Section16willcontrolforpurposesofEBTtransactions;provided,however, that Bank is not a party to this Agreement insofar as it relates to EBT transactions, and Bank is not liable to you in any way with respect to such Services. For the purposes of this section, the words “we,” “our” and “us” referonlyto the Processor and not to theBank. cannotacceptthe PIN from the Cardholderverbally or in written form. • The Debit Network used to process your debit transaction will depend upon,amongother things,our own business considerations,the availability of Debit network at the time of the transaction and whether a particular Debit Card is enabled for a particular Debit network. The Debit network used to route your transaction may or may not be the lowestcostnetworkavailable.Wemay,in oursolediscretion(i) use any Debit network available to us for a given transaction (including any of our affiliated PIN Debit networks) and (ii) add and/or remove Debit networks available to you based on a variety of factors including availability,features, functionalityandourown businessconsiderations.We offer electronic interfaces to EBT networks for the processing, settlement and switching of EBT transactions initiated through the use WFB2210(Rev00 –10/19)16 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 i. An authorizationnumber for the amountof the purchase must be received by you from the applicable EBT service provider while the respective EBT customer is present and before youprovide such EBT customer with any FNS, SNAP and WIC Benefits, or Cash Benefits, as applicable. You must not attempt to voice authorize a manual EBT transaction if the EBTcustomer is not present to sign the voucher. of a state-issued EBT card (“EBT Card”) at your POS Terminal(s) for the The EBT customer must sign the voucher. A copy of the voucher should be given to the EBT customer at the time of authorization and you should retainonecopyforyourrecords.16.1. Acceptance of EBT Benefits. You agree to accept EBT Cards and provide EBT benefits to EBT customers through the use of POS Terminals, PIN pad and printer or other equipment that meet required standards set forth in the EBT Rules(including those set out in the Quest Rules) (“Authorized Terminal”) during your normal business hours, in a manner consistent with your normal business practices. ii. Specified EBT customer, clerk and sales information, including the telephoneauthorizationnumber,mustbe enteredproperlyandlegiblyon themanualsalesdraft. iii. All manual voucher authorizations must be cleared on your Authorized Terminal within 14 days after the date of applicable voice authorization. Vouchers cannot be cleared by any manner except by your Authorized Terminal therefore you should never mail vouchers requesting payment.If a voucherexpiresbefore it has been cleared byyourAuthorized Terminalfor payment,no further action can be taken to obtain paymentfor thevoucher. The “EBT Rules” means (i) all procedures that we establish and provide to you from time-to-time regarding your acceptance of EBT Cards and provision of EBT benefits to EBT customers; (ii) the Quest Rules, as amended from time-to-time, issued by the National Automated Clearing House Association and as approved by the Financial Management Service of the U.S. Treasury Department, as necessary (and any rulesthatsucceed or replace the QuestRules); and (iii) other such laws, rules, regulations and procedures that are applicable to the acceptance of EBT Cards and the provision of EBT benefits by you under thisSection 16, including without limitation, laws pertaining to delivery of services to EBT customers and EBT customer confidentiality, the federal Civil Rights Act of 1964, Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean Water Act, Energy Policy and Conservation Act, Immigration Reform and Control Act of 1986, regulations issued by the Department of Agriculture pertaining to Food Stamp Program, and, any additional procedures specified by the state regarding lost EBT Cards, forgotten PINs, discrepancies in benefits authorized and similar matters by providing EBTcustomerswith information such as telephone numbers and addresses of the state or other appropriate agencies. The “Food Stamp Program” is the government benefits program operated under the authorityof the Food Stamp Act of 1964. iv. In the eventthat, due to EBT host failure, EBT benefit availability for an EBTcustomercannotbe determinedat thetimeyourequestauthorization, the maximum authorized manual transaction and benefit encumbrance will be $40.00 or suchother state specific floor limit as set forth in the most currentversion of the applicableEBTRules. v. Except as specifically provided in the applicable EBT Rules, you will not be reimbursed and will be solely responsiblefor a manualtransactionif you fail to obtain an authorization number from the applicable EBT service provider as set forth in this Section 16 or otherwise fail to process the manualtransaction in accordancewith the EBTRules. vi. If you have not received an authorizationnumber in accordancewith paragraph 16.1 above, you may not “re-submit” a manual sales draft for paymentforthetransaction. 16.3.Acceptance of EBT Cash Benefits. If you agree to accept EBT Cards and to provide Cash Benefits, you agree to maintain adequate cashYou will provide EBT benefits to EBT customers, in accordance with applicable law and the procedures set out in the EBT Rules, in the amount authorized through your Authorized Terminal upon presentation by an EBT customer of an EBT Card and such EBT customer’s entry of a valid PIN. If the Authorized Terminal fails to print EBT benefit issuance information asapproved andvalidated asa legitimate transaction,youwill comply with the proceduressetforthin the EBT Rules for authorizationof EBT benefits in such instance.Youare solely responsible for your provision of EBT benefits other than in accordance with authorizations timely received from EBT service provider. You will not resubmit any EBT Card transaction except as specifically permitted by the applicable EBT Rules and procedures.Youmust provide a receipt for each EBT transaction to the applicable EBT customer. 16.4.Interoperability. If you accept Cards and provide EBT benefits (FNS, SNAP and WIC Benefits and/or Cash Benefits), you must do so for You will not accept any EBT Card for any purpose other than providing EBT Benefits, including without limitation accepting an EBT Card as security for repayment of any EBT customer obligation to you. In the event of any violation of this provision, you will be obligated to reimburse the state or us for any EBT benefits unlawfully received by either you or an EBT customer to the extent permitted by law. Cash should never be dispensed for FNS, SNAP and WIC Benefits. 16.5. Required Licenses. If you provide FNS, SNAP and WIC Benefits under thisAgreement,yourepresentand warrantto us that you are a FNS authorizedmerchantandarenotcurrentlydisqualifiedorwithdrawnfrom redeemingfoodstampcouponsorotherwisedisqualifiedorwithdrawnby FNS. You agree to secure and maintain at your own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of EBT benefits under this Agreement, including without limitation, any applicable franchise tax certificate and non-governmental contractor’s certificate, and covenant that you will not accept EBT Cards or provide EBT benefits at any time during which you are not in compliancewith the requirementsof any EBTRules. 16.2. Manual EBT Vouchers. In accordance with the procedures set forth in this Section 16 and the EBT Rules, you will manually accept EBT Cards during periods of time when your Authorized Terminal is not working or the EBT system in not available; you will manually provide EBT benefits in the amount authorized through the applicable EBT service provider to the EBT customers at no cost to the EBT customers upon presentation by an EBT customer of his/her EBT Card. All manual voucher authorizations must be cleared on your POSterminalfor paymentof voucher to be made to you. In addition to any procedures set forth in the EBT Rules, the following limitations will apply to manual issuance of FS Benefits by merchant: 16.6.Term and Termination. If you are disqualified or withdrawn from the Food Stamp Program, your authority to issuebenefitswillbe WFB2210(Rev00 –10/19)17 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 16.9. Miscellaneous.right to immediately terminate the provision of service under this Section (ii) failure by you, upon not less than thirty (30) days prior written notice, 16.9.1. Errors. You will fully cooperate with us and any other participants in the EBT system in the resolution of errors and disputes regarding EBT transactionsprocessedpursuantto thisSection16.Youwillpromptlynotify us of anysucherrorsor disputes. 16.9.2. IssuanceRecords. i. You agree to make available such informational materials as may be required by the state,its EBTservice provideror anyapplicableregulations pertaining to the issuance of Benefits. ii. You will retain all EBT-related records (including but not limited to manual sales drafts or vouchers) in the manner required by the EBT Rules or otherwise reasonably requested by us for three (3) years following the date of the applicable EBT transaction, or for such additionalperiod as may be required by the EBT Rules. Records involving matters in litigation will be kept by you for a period of not less than three (3) years following the termination of the applicable litigation. Copies of any documents in media other than paper (e.g. microfilm, etc.) related to this Section 16 may be substituted for the originals to the extent permitted under applicable EBT Rules and provided that legible paper copies can be reproduced within a reasonabletimeaftersuchrecordsarerequested. In the event that your authority to accept benefits is suspended or terminated by a state or its EBT service provider, and you successfully appeal such suspension or termination to the state or its EBT service provider, we shall be under no obligation to reinstate the services previouslyprovidedunderthisSection16 or theAgreement,asapplicable. iii. You will make all EBT-related records available for audit upon requesttorepresentativesofthestateoritsEBTserviceprovider,orother authorized state or federal government agency during normal business hours. iv. To assure compliance with this Agreement, including without limitation this Section 16, the state, its EBT service provider, or other authorized state or federal government agency, will at all times, upon advance notice except in the case of suspected fraud or other similar activity, have the right to enter, during normal business hours, your premisesto inspector evaluateanyworkperformedunderthisAgreement, or to obtain any other information required to be provided by you or otherwiserelatedtothisAgreement. The provision of services under this Section 16 shall terminate automaticallyif ourAgreementorourserviceprovider'sagreementwith anyapplicablestate'sEBTserviceproviderterminatesforanyreason. You will give prompt notice to us if you plan to stop accepting EBT Cards and providing EBT benefits or if you are unable to comply with the terms ofthisSection16. 16.7. Confidentiality of EBT System Information. All information related to EBTcustomersand/orthe issuance of EBTbenefits shall be consideredconfidentialinformation. 16.9.3. Training. You will train and permit your employees to receive training regarding the issuance of EBTbenefits. 16.9.4. Amendments. Notwithstanding anything to the contrary in this Agreement, if any of these terms and conditions are found to conflict with the EBT Rules or federal or state policy, these terms and conditions are subjectto reasonableamendmentby us, a state or its EBTservice provider to address such conflict upon written notice to you and such amendment shall become effective upon suchnotice. Individually identifiable information relating to an EBT customer or applicantfor EBT benefits will be held confidential and will not be disclosedbyyouor yourdirectors,officers,employeesoragents,without priorwrittenapprovalof theapplicablestate. Youwill:(a)implementappropriatemeasuresdesignedto:(1)ensure the security and confidentiality of all non-public personal information or materials regarding customers (“NPPI”); (2) protect against any anticipated threats or hazards to the security or integrity of NPPI; (3) protect against unauthorized access to or use of NPPI that could result in substantial harm or inconvenience to any customer and (4) ensure the proper disposalof NPPI; and (b) take appropriateactionsto address incidents of unauthorized access to NPPI, including notification to us as soon aspossible. 16.9.5. State Action. Nothing contained herein shall preclude a state from commencing appropriate administrative or legal action against you or for making any referral for such action to any appropriate federal, state, or local agency. 16.9.6.Reference to State Any references to state herein will mean the state in which you accept EBT benefits pursuant to thisSection 16. If you The use of information obtained by you in the performance of your dutiesunderthisSection16 will be limitedto purposesdirectlyconnected withsuchduties. 16.9.7.Third Party Beneficiaries. These terms and conditions, do not create, and will not be construed as creating, any rights enforceable by 16.8. EBT Service Marks. You will adequately display any applicable state’s service marks or other licensed marks, including the Quest Marks, and other materials supplied by us, (collectively the “Protected Marks”) in accordancewiththe standardsset by the applicable state. You will use the Protected Marks only to indicate that EBT benefits are issued at your location(s) and will not indicate that we, any state or its EBT service provider endorse your goods or services. Your right to use such Protected Marks pursuant to this Agreement will continue only so long as this Section 16 remains in effect or until you are notified by us, any state or its EBT service provider to cease their use or display. You will not use the Marks of any EBT service provider without prior written approval from such EBT service provider. 17.Special Provisions Regarding Wireless Service IfyouelecttopurchasetheWirelessServicesfromus,thenthefollowing termsandconditionsof thisSection17,referredto as the“WirelessServices Terms,” shall apply. THE WIRELESS SERVICES ARE BEING SOLD TO YOU FOR USE IN BUSINESS AND ARE NOT BEING SOLD TO YOU FOR HOUSEHOLD OR PERSONAL USE. Sale of Wireless Services is made by Processor and not the Bank. The Services provided, transactions WFB2210(Rev00 –10/19)18 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (including any documentation relating to or describing the wirelessprocessed and other matters contemplated under this Section 17 are Through one or more third party vendors (“Wireless Vendor(s)”) selected by us in our sole discretion, we have acquired the right to resell certain wireless data communication services that use radio base stations and switching offered by certain cellular telephone and data networks throughout the country (the “Wireless Networks”) in order to allow you to capture and transmit to Processor and Bank certain wireless Card Authorization transactions or to transmit other communications to our system (“Wireless Services”). If you elect to purchase voice and/or data services directly from a third party provider for use with the Wireless Equipment as permitted by Processor, you acknowledge and agree that this Agreement does not address or govern those voice and/or data services or your relationship withthatthirdpartyprovider,andServicersarein nowayresponsiblefor pro viding, maintaining, servicing or supporting such third party voice and/ordataservices.17.3. Limitation on Liability. We shall have no liability for any warranties by any party with respect to uninterrupted Wireless Services, as set forth in Section 17.10, or for any Person’s unauthorized access to Client’s data transmitted through either the Wireless Equipment or Wireless Services (includingtheWirelesssoftware),or WirelessNetworks,regardlessof the form of action (whether in contract, tort (including negligence), strict liabilityor otherwise).Theforegoingnotwithstanding,foranyotherliability arising out of or in any way connected with these WirelessServicesTerms, including liability resulting solely from loss or damage caused by partial or total failure, delay or nonperformance of the Wireless Services or relating to or arising from your use of or inability to use the Wireless Services, Processor’s,Bank’s,and WirelessVendor(s)’liability shallbe limited to your direct damages, if any, and, in any event, shall not exceed the lesser of the amount paid by you for the particular Wireless Services during any period of failure,delay,or nonperformanceof theWirelessServicesor $50,000.00. In no event shall Servicers, Wireless Vendor(s) or our respective Affiliates be liable for any indirect incidental, special consequential or punitive damages. The remedies available to you under these Wireless Services Terms will be your sole and exclusive remedies with respect to the Wireless Services. 17.1. Purchase of Wireless Services. The prices that you will pay for the Wireless Services are set forth on the Application. In connection with your purchase of Wireless Services, you will receive access to a certain Wireless Network(s). • Licenses. Youagree to obtain any and all licenses, permits or other authorizations required by the Federal Communications Commission (“FCC”) or any other regulatory authority, if any, for the lawful operation of WirelessEquipmentused by you in connection with your receipt of WirelessServices. • Wireless Equipment. You agree that in order to access the Wireless Services, you must use wireless POS Terminals and accessories approved for use with the WirelessServicesby Processorfromtime to time in its sole discretion (the “Wireless Equipment”). If Wireless Equipment is purchased by you from us as indicated on the Application, then the terms of this Agreement, including without limitation Section 18 of this Agreement, apply to your use of suchWirelessEquipment. • Improvements / General Administration. We and the Wireless Vendor(s) reserve the right to make changes, from time to time, in the configuration of the Wireless Services, Wireless Networks, Wireless Equipment, Wireless Software, rules of operation, accessibility periods, identification procedures, type and location of equipment, allocation and quantity of resourcesutilized,programminglanguages,administrativeand operational algorithms and designation of the control center serving you at theparticularaddress.In addition,we reserve the right to schedule,from time to time,interruptionsof serviceformaintenanceactivities. 17.4. Indemnification. In addition to any other indemnifications as set forth in this Agreement, you will indemnify and hold Servicers, Wireless Vendor( s) and us and our respective officers, directors, employees, and Affiliates harmless from and against any and all losses, claims, liabilities, damages,costsor expensesarisingfromor relatedto: (a) thepurchase,delivery,acceptance,rejection,ownership,possession, use condition, liens against, or return of the Wireless Equipment or the Wireless Equipment(includingthe Wireless Software),asapplicable; • Suspension of Wireless Services. We or a Wireless Network may suspend the WirelessServicesto: (a) prevent damages to, or degradation of, our or a WirelessNetwork’snetworkintegrity that may be caused by a third party; (b) comply with any law, regulation, court order or other governmentalrequestwhichrequiresimmediateaction;or(c)otherwise protectus or a WirelessNetworkfrompotential legalliability.Tothe extent commercially reasonable, we shall give notice to you before suspending the Wireless Services to you. If not commercially reasonable to give prior notice, we will give notice to you as soon as commercially practicable thereafter. Availability of the Wireless Services may vary due to events beyond the control of us or our Wireless Vendors. In the event of a suspension of the Wireless Services, we or the applicable Wireless Vendor will promptly restore the WirelessServicesafter the eventgivingrise to the suspension has beenresolved. (b) your negligent acts oromissions; (c) any breach by you of any of yourobligations under this Section 17; or (d) any Person’sunauthorizedaccessto Client’sdataand/orunauthorized financial activity occurring on your Merchant Identification Number hereunder,exceptto the extentany losses,liabilities,damagesor expenses result from our grossnegligenceor willful misconduct. 17.5. Confidentiality. All information or materials which could reasonablybe consideredconfidentialor competitivelysensitivethatyou accessfromor relateto eitherWirelessVendor(s)or Servicersrelatedto the subject matter of these Wireless Services Terms will be considered confidentialinformation.Youwillsafeguard our confidentialinformation with at least the same degree of care and security that you use for your confidentialinformation,butnotlessthanreasonablecare.17.2. Software Licenses. Processor hereby grants to you a non-exclusive, nontransferable,revocablelimitedsublicensetouseanywirelesssoftware 17.6. Termination. In addition to any other provision in this Agreement, WFB2210(Rev00 –10/19)19 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 We or third parties designated by us will only provide help desk supportforEquipmentpurchasedor rentedfromus undertheEquipment Documents,and we will not provide any such support or related services foranyotherproductsorequipment. the Wireless Services being provided under this Section 17 may terminate: (a) Immediately upon termination of the agreement between us (or ourAffiliates)andWirelessVendor(s),providedthatwe willnotifyyou promptly upon our notice or knowledgeof terminationof suchagreement, provided further that if Wireless Vendor(s) loses its authority to operate less than all of the Wireless Services or if the suspension of any authority or non-renewal of any license relates to less than all of the Wireless Services,then these WirelessServicesTermswill terminate only as to the portion of the Wireless Services affected by such loss of authority, suspension or non-renewal; or YOU ACKNOWLEDGE THAT THE EQUIPMENT AND/ OR SOFTWARE YOU PURCHASED OR RENT FROM US OR (b) Immediately if either we or our Affiliates or Wireless Vendor(s) are prevented from providing the Wireless Services by any law, regulation, requirement,rulingor noticeissuedin anyformwhatsoeverbyjudicialor governmental authority (including without limitation the FCC). 17.7. Effect of Termination. Upon termination of these Wireless Services Terms for any reason, you will immediately pay to us all fees due and owingto us hereunder.If theseWirelessServicesTermsterminatedue to a termination of the agreement between us or our Affiliates and Wireless Vendor(s), then we may, in our sole discretion, continue to provide the WirelessServices throughWirelessVendor(s) to you for a period of time to be determined as long as youcontinue to make timely payment of fees due under these WirelessServicesTerms. 18.1. Purchased Equipment; Supplies. We will sell to you, and you will buy from us the Equipment identified in the Equipment Documents throughout the term of this Agreement as being purchased by you (individually and collectively the “Purchased Equipment”), free andclear of all liens and encumbrances (subject to Section 18.7), except that any “Software”(asdefinedinSection18.8)willnotbesoldtoyououtrightbut insteadwillbe provided to you pursuant to, and subjectto the conditionsof Section 18.8 of this Agreement. You shall pay the purchase price specified for the PurchasedEquipmentandthe related softwarelicense(s),including all applicable tax and shipping and handling charges, prior to the effective date of this Agreement or at our option, such amounts will be collected by us by debits or deductions pursuant to Section 18.5. We will provide you supplies as requested by you from time to time. You shall pay the purchase price for such supplies, plus shipping and handling charges, including all applicable tax,prior to delivery of the supplies or upon invoice,as specified by us, or at our option, such amounts will be collected by us by debits or deductionspursuanttoSection18.5.(Maintenanceandrepairofmerchant- owned equipment is your responsibility). Should your terminal become inoperable,we canprovideyouwithequipmentat a monthlyrentalfee. There will also be a nominal shipping and handling fee. For such rental equipment contact the POS Help Desk.) 17.8. Third Party Beneficiaries. Wireless Vendor(s) are third party beneficiaries of these Wireless Services Terms and may enforce its provisionsasif a partyhereto. 17.9. Other Applicable Provisions. You also agree to be bound by all other terms and conditionsof this Agreement. 17.10. Disclaimer. Wireless Services use radio transmissions, so Wireless Services can’t be provided unless your Wireless Equipment is in the range of one of the available WirelessNetworks’ transmission sites and there is sufficient network capacity available at that moment. There areplaces,particularlyin remoteareas,withnoserviceatall.Weather, topography, buildings,your Wireless Equipment, and other conditions that wedonotcontrolmayalsocausefailedtransmissionsorotherproblems. PROCESSOR, BANK, AND WIRELESS VENDOR(S) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES RELATING TO WIRELESS SERVICES. WE CANNOT PROMISE UNINTERRUPTED OR ERROR FREE WIRELESS SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON OUR BEHALF. 18.2. Rental Equipment. We agree to rent to you and you agree to accept and rent from us the Equipment identified in the Equipment Documents as being rented to you (individually and collectively the “Rental Equipment”), according to the termsand conditionsof this Section 18. In addition, any Equipment ordered by and rented to you during the term of this Agreement shall constitute Rental Equipment and be governed by the terms of this Section 18. 18. Terms of Equipment Purchase or Rental This Section 18 governs any equipment that is rented to you on a month to month basis or that is sold to you by Processor under the Merchant Processing Application, subsequent purchase or rental agreements and/or otherdocumentationprovidedinconnectionwiththepurchaseor rentalof Equipment (“Equipment Documents”). Equipment rented to or purchased by you under the Equipment Documents is referred to in thisSection 18 asthe“Equipment.”THEEQUIPMENTISBEINGSOLDTOYOUFOR USE IN YOUR BUSINESS AND IS NOT BEING SOLD OR RENTED TO YOU FOR HOUSEHOLD OR PERSONAL USE. Sales and rentals of equipment are made by Processor. The Services provided, Equipment, Equipment Documents and other matters contemplated under this Section 18 are subject to the rest of the Agreement as, applicable except to the extent the terms of thisSection18directlyconflictwithanyotherprovision of the Agreement , in which case the terms of this Section 18 will control; provided, however, that Bank is not a party to this Agreement insofar as it relatesto sales and rentalof Equipmentand Bank is not liable to you in any way with respect to such services. For purposes of this section the words “we,”“our,”and“us”referonlyto Processorandnotto Bank. 18.3. Effective Date and Term of Section 18. This Section 18 shall become effective on the first date you receive any piece of Equipment covered by this Section 18. This Section 18 will remain in effect until all of your obligations and all of our obligations under this Agreementhave been satisfied.Wewill deliver the Equipmentto the site designated by you. You shall be deemed to have accepted each piece of Equipment at the earlier of: (a) your actual acceptance after installation, (b) delivery to you if your site is not prepared and ready for installation or (c) for Equipment that we have not agreed to install for you, seven (7) days after shipment of each such piece of Equipment. The rental period with respect to each piece of Equipment shall commence on the date such Equipment is deemed accepted and shall terminate at the scheduled termination date (but not upon any early termination) of this Agreement and/or any other agreement then in effect with us for Card services. The provisions of this Section 18 shall survive the termination or expiration of this Agreement and continue until all Rental Equipment is returned or paid for. 18.4. Site Preparation; Installation & Maintenance. You will prepare the installation site(s)for the Equipment,includingbutnotlimited to the power supply circuits and phone lines, in conformance with the manufacturer’s and our specifications and will make the site(s) available to us by the confirmed shipping date. You will support the installation in accordance with ourrequirements. Warranties,if any, for the Equipment or anyrelatedSoftwareoriginate fromtheapplicablethirdpartyproviderormanufacturer(“Vendor”). Materialsor documents,if any,settingforthwarrantyterms,conditions, exceptions, exclusions and disclaimers will be contained within the packaging shipped from the Vendor. WFB2210(Rev00 –10/19)20 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 qualified personnel in accordance with any operating instructions•Upon request, you must allow us (orouragents)reasonableaccess to thepremiseswhereauthorizationterminalsorothercommunications equipment(e.g.,printers)areorwillbelocated. • Anyalterationsrequiredforinstallationofauthorizationterminal(s)or other communicationsequipmentwillbe done at yourexpense.b) You shall not permit any physicalalteration or modification of the Equipmentwithoutourpriorwrittenconsent.• Only we or our agents can alter or modifyauthorizationterminal(s)or other communications Equipmentowned by us.c) You shall not change the installation site of the Equipment without our priorwrittenconsent,whichconsentwewillnotunreasonablywithhold.• If a terminalor printerappearsto be defective,youmustimmediately call the POS Help Desk.d) You shall not assign your rights or obligations under this Agreement, or pledge, lend, create a security interest in, directly or indirectly create, incur, assume or allow to existany otherconsensuallyor judiciallyimposed liens or encumbrances on, or part with possession of, or sublease the Rental Equipment to any other person, firm or organization without our prior written consent. Any such assignment, delegation, sublease, pledge, security interestor lien in the absence of such consent shall be void. • You are responsible for safeguarding authorization terminals or other Equipmentfromloss,damage,unauthorizeduse,misuse or theft. We should be notified immediately regarding any damage to or loss of communications equipment. • If necessary, we will assist you in obtaining replacement Equipment. If you fail to return any defective Equipment, you may be responsible for its replacementvalue and for any legaland/orcollection costsincurredby the EquipmentownerinconnectionwithrecoveringEquipment. e) You shall comply with all governmental laws, rules and regulations relating to the use of the Equipment. You are also responsible for obtaining alllegallyrequiredpermitsfortheEquipment.• You are responsible for keeping all communication Equipment free of any claims, liens and legal processes initiated by creditors.f) We or ourrepresentativesmay,atanytime,enteryourpremisesfor purposes of inspecting,examining or repairing the Equipment.• Equipment may not be subleased at any time. The cost of comparable new Equipment, as well as any associated legal and/or collection costs incurredbyus or the owner of the Equipment,willbe assessedto youfor eachpiece of equipmentnotreturned upon termination of the Agreement by either party, or upon request for the return of the Equipment for any reason. g) Promptlyupon terminationof allapplicablerentalperiodsor promptly following any action by us pursuant to Section 18.11(b), you shall deliver possession of the Rental Equipment (including all attachments and parts) to us at your cost in the same operating order, repair, condition and appearance that the Rental Equipment had at the time of its delivery to you, reasonable wear and tear excepted.• You may not relocate, remove, disconnect, modify or in any way alter any Equipmentused in connection with the services we areproviding to youwithoutfirstobtainingourpermission. h) For each item of Rental Equipment that you fail to return to us at your cost in the same operating order, repair, condition and appearance that it had at the time of delivery to you, reasonable wear and tear excepted, by the 10th Business Day after (i) termination of the applicable rental period, or (ii) any action by us pursuant to Section18.11(b),youagreeto pay us the greaterof $250or the fair market value of suchitemof Equipment if it were in the condition described above, as determined by us. We may collect such amounts in the manner provided in Section 18.5 and to the extent we are unableto do so, you agree to pay us theamountsowedpromptly. • Youmustprovideuswiththirty(30)dayspriorwrittennoticetorequest therelocationof anyEquipment. • Should you require additional Equipment, you must contact Relationship Management or Customer Service (there may be additional costs or fees charged to you in connection with any new Equipment ordered,includingdownloadfees). 18.5. Payment of Amounts Due.i) Except for Purchased Equipment that has been paid for in full, the Equipmentshallremain our personal property and shall not under any circumstances be consideredto be a fixture affixed to yourrealestate. Youshallpermit us to affix suitable labelsor stencilsto the Equipment indicating ourownership. a) Youagree to pay the monthly rental charge specified in the Equipment Documents which shall be due and payable on the first day of each month of the rentalperiod for each piece of RentalEquipment,exceptthatthe first payment of the monthly rental charge for each piece of Rental Equipment shall be due and payable upon acceptance of such Equipment by you at the location designated in the Equipment Documents or, upon delivery if the site is not prepared for installation (as provided in Section 18.3). The monthly rental charge for fractions of a calendar month shall be prorated based on a thirty (30) day month. j) You shall keep the Rental Equipment adequately insured against loss by fire, theft and all other hazards (comprehensive coverage). The loss, destruction,theftof or damageto the RentalEquipmentshallnotrelieve you from your obligation to pay the full purchase price or rent payable hereunder. b) Youhereby authorize us to collect all amounts due from you under this Section 18 by initiating debit entries for such amounts to your account designated pursuant to the MerchantAgreement to be debited and credited for amountsdue from and to the SettlementAccountor by deducting such amounts from amounts due to you from TeleCheck or Servicers. k) Except for Purchased Equipment that has been paid in full, the Equipment shall be kept at the address indicated in the Equipment Documentsandshallnotbe removedfromtherewithoutourpriorwritten consent (except where normal use of the Equipment requires temporary removal). l) Inordertoreturnequipment,youshould:c) In addition to the purchase price or monthly rental charge due hereunder, you shall pay, or reimburse us for, amounts equal to any taxes, levies, shipping fees, duties or assessments, however designated, levied or basedon suchcharges,or on this Agreementor the Equipmentand related supplies or any services, use or activities hereunder, including without limitation, state and local sales, use, property, privilege and excise taxes, exclusive,however,of taxes based on ournetincome. •Call Customer Service for the address of the location to send the equipment. •The following information must be included within the shipping box: 1. Client name, complete address and phone number. 2. Name of person to contactif there are any questions. d) Separate chargeswill apply for supplies; they are notincluded in monthly rentalcharges. 3.Your Merchant Account Number. 4. Serialnumberof theterminal(foundon theundersideof theterminal). 18.6. Use and Return of Equipment; Insurance.•Pleasemaintainproofof deliverydocumentsforyourrecords,andthe a) Youshall cause the Equipment to be operated by competent and WFB2210(Rev00 –10/19)21 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Equipment and proceed in any lawful manner againstyou for collection ofserial number from the bottom of the terminal. •Rentalfees may be continued untilequipmentisreturned. Payment acquisition and processing equipment and software sourced from Servicers or from a third party, is subject to obsolescence due to factors such as inability to accommodate required security and functional updates or due to model discontinuation by the manufacturer and unavailability of spare parts. Client acknowledges and understands that obsolete point of sale equipment will need to be replaced by non-obsolete and compliant point of sale equipment in the event of equipment failure, or as requested by Servicers to bring the Client into compliance with card network mandates and regulations. Client will be responsible for any costs associated with upgrading to non-obsolete and compliant equipment. 19.Special Provisions Regarding Gift Card Services If you elect to engage in Gift Card Services, the terms and conditions of this Section 19 shall apply for purposes of such Gift Card Services. Gift Card Services are provided to you by Processor and not by Bank. The Services provided, transactions processed and other matters contemplated under this Section 19 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 19 directly conflict with another section of this Agreement, in which case the terms of this Section 19 will control for purposes of such Gift Card Services; provided, however, that Bank is not a party to this Agreement insofar as it relates to Gift Card Services, and Bank is not liable to you in any way with respect to such Services. For the purposes of this section, the words “we,” “our” and “us” refer only to the Processor and not to the Bank. Gift Card Services will be renamed Gift Solutions around Q1-2018. 18.7. Security Interest; Financing Statements. You hereby grant to us a security interest in (a) all Purchased Equipment and the related Software to securepaymentof the purchase price, and (b) allRentalEquipmentand therelatedSoftwareto securepaymentofthemonthlypaymentstherefore andauthorizeus to file financingstatementswithrespectto theEquipment and the Software in accordance with the Uniform Commercial Code, signed only by us or signed by us as your attorney-in-fact. 18.8. Software License. Anything in this Agreement to the contrary notwithstanding, we or certain parties retain all ownership and copyright interestin and to allsoftware,computerprograms,relateddocumentation, technology, know-how and processes embodied in or provided in connection with the Equipment (collectively “Software”), and you shall have only a nonexclusive, non-transferable, revocable license to use the Software in your operation of the Equipment for purposes set forth in this Agreement. Nothing in this Agreement confers any title or ownership of any such Software to you or shall be construed as a sale of any rights in any such Software to you. You agree to accept, agree to and be bound by all applicable terms and conditions of use and other license terms applicable to such Software. You shall not reverse engineer, disassemble or decompile the Software. Youshall not give any third party access to the Software withoutourpriorwrittenconsent.YourobligationsunderthisSection18.8 shallsurvive the termination of thisEquipmentAgreement. 19.1. Definitions. Capitalized terms used in this Section 19 shall have the meanings given to such terms as set forth in this Section or as defined in the Glossary or elsewherein thisAgreement. (a) “ACH” means the Automated Clearing House system. (b) “Affiliated Issuer(s)” means each Client Affiliate and/or franchisee thatentersinto an Affiliated Issuer Agreement,in the formrequired and providedbyProcessor. (c) “Database” means the database on which Gift Card Data for each Gift Card issued under the Program is processed and maintained. (d)“Designated Location” means any store, retail location or other place of business(includinga directmarketing programor Internetsite), 18.9. Limitation on Liability. Notwithstanding any provision of this Agreement to the contrary and in addition to the limitations and disclaimers set forth in Section 7 of this Agreement (including without limitation the disclaimers in Section 7.2 of this Agreement), our liability arising out of or in any way connected with the Equipment or related softwareshallnotexceedthepurchasepriceor priortwelvemonth’srent, as applicable,paid to us for the particular Equipmentinvolved. (e)“Enhanced Features” means the additional program functionality offered to Clientpursuantto the Enhanced Featuresset-up form. (f) “Gift Card” means an encoded device that accesses Gift Card Data maintained in theDatabase. (g) “Gift Card Data” means the current value and record of transactions corresponding to each Gift Card issued under theProgram.18.10. Indemnification. You shall indemnify and hold us harmless from and against any and all losses, liabilities, damages andexpenses, resulting from (a) the purchase, delivery, installation, acceptance, rejection, ownership, leasing, possession, use, operation, condition, liens against, or return of the Equipment, or (b) any breach by you of any of your obligations hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct. (h)“Gift Card Equipment” means any POS Terminal, software or other similar telecommunications equipment that has been programmed and (i) “Gift Card Holder” means any person in possession of or that uses a Gift Card.In addition to your other obligations hereunder, Youacknowledge and agree that the “use” and “operation” of the Equipment for which you will indemnify and hold us harm less shall include, but not be limited to, You loading additional software onto Equipment or using such software, or using Equipment or Software to access the Internet. (j) “Gift Card Number” means the identifying number of a Gift Card. (k) “Gift Card Production Company” means a company selected and retained by Processor to produce Gift Cards and provide related productsorservicesfortheProgram. 18.11. Default;Remedies.(l) “IVR” means an automated Interactive Voice Response systema)If any debit of your Settlement Account initiated by us for rent and/ orotherchargesduehereunderisrejectedwhendue,orifyouotherwise fail to pay us any amountsdue hereunderwhen due, or if you default in any materialrespectin the performanceor observanceof any obligation or provision in this Section 18, or if any other default occurs under this Agreement,any such event shall be a defaulthereunder. accessed via a toll-freetelephone number. (m) “POS Terminal” means an electronic Point-Of-Sale terminal placed in a Designated Location which is connected to Processor’s system via telephone lines and is designed to swipe GiftCards. (n) “Program” means Client’s program pursuant to which Client issues Gift Cards to Gift Card Holders and Processor provides the Services to enable such Gift Card Holders to use such Gift Cards to purchase goods and services at DesignatedLocations. b)Upon the occurrence of any Event of Default, we may at our option, effective immediately without notice, either: (i) terminate the period of rentalandourfutureobligationsunderthisSection18,repossessthe WFB2210(Rev00 –10/19)22 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (i) Client may choose additional Enhanced Features from time to time pursuant to the Enhanced Features set-up form and Client expressly Processor, and Processor agrees, to provide Services with respect to Gift Cards sold and activated by third partydistributors.Asbetween Processor and Client, Client shall be responsible for any acts or omissions of each third party distributor in connection with the sale or activation of any Cards. Client and Processor agree that Processor shall not be deemed to have failed to provide Services outlined herein with respect to any Card sold and activated by any third party distributor, including through any Designated Location, to the extent any such failure by Processor is caused in whole or in part by any failure of anythirdpartydistributoror Client to provide to Processor information regarding the sale and activation of such Card that is accurate, complete, timely and formatted in accordance with Processor’s instructions and specifications in all respects. Additional fees and charges may apply, including separate third party fees, for any Enhanced Features chosen by Client. (o) “Services” means the services provided by Processor in connection with the Program as further described in thisSection. 19.2. Services. Processor agrees to provide the Services set forth below in connectionwiththeProgram. (a) Processor will arrange for the production of all Gift Cards and all other services related thereto by the Gift Card Production Company for the Programin accordance with the specificationsand feesset forthon the Gift Card Set-Up Form (the “Gift Card Set-Up Form”), which is incorporated by reference herein. (b) Processor shall establish, process and maintain Gift Card Data on the Database. (c) Processor shall provide Client and its Affiliated Issuers with the capability to process selected transactions under the Program through Gift Card Equipment at Designated Locations. (d) Upon receipt of transaction information from a Designated Location by the Database,Processorwillcomparethe proposed transactionamount with the account balance maintained on the Database corresponding to the Gift Card or Gift Card Number that was presented at the Designated Location. If the account balance is greater than or equal to the amount of the proposed transaction, Processor will authorize the transaction. If the account balance is less than the amount of the proposed transaction, Processor will decline the transaction. If Client’s Gift Card Equipment supports“split tender,”and the accountbalanceis lessthan the amountof the proposed transaction, Processor will authorize the transaction for the amountof the accountbalance,and return a messageand/orreceiptto the Gift Card Equipment showing the remaining amount of the transaction to be collected by Client. Client understands and agrees that an Client may only work with Processor approved third party distributors. 19.3. Responsibilities of Client. The responsibilities of Client are set forthbelowandelsewherein thisSection. (a) Client will accept for processing any transaction initiated by one of its customers using a Gift Cardpursuant to the Services without discrimination with regard to the customer who initiated the transaction. (b) Clientwill securely maintain alltransactionrecordsand otherrecords required by law or regulation to be maintained in connection with the operation of the Gift Card Equipment or the Program. Client will download and securely store any and all Gift Card transaction reports for future reference.In the eventthatClient needs a reportfor a period past such six (6)months,Processormayprovidesuchrequestedreportto Clientat a fee tobedeterminedbyProcessor.Authorization by Processor only indicates the availability of sufficient (c) Clientwill make itspersonneland recordsavailableto Processor,its agentsand contractors,allwithin such time and in such forms or manner as may be reasonably necessary to enable Processor to perform the Servicespromptly and in an efficientmanner.(e) ProcessorshallprovideanIVR,twenty-four(24)hoursperday,seven (7) days per week, through which Client and Gift Card Holders may obtain Gift Card balances.(d) Client shall be responsible, at its sole cost and expense, for the sale and other distribution of Gift Cards to Gift Card Holders and for any marketingor advertisingof the Program.(f) Processor shall provide a Gift Card product support help desk through which Client may process selected non-financial transactions under the Program. Support is currently available Monday through Friday,8:00 a.m. to 8:00 p.m. Eastern Time (excluding holidays). The hours and days of support are subject to change at any time; provided that (i) Processor will provide advance notice of any change in the hours and days; and (ii) the total number of hours shall not be less than 40 in any regular work week (excluding holidays). (e) Client shall obtain, operate and maintain, at its sole cost and expense, all Gift Card Equipment required to enable Client and Affiliated Issuers to electronically transmit Gift Card Data in accordance with Processor’s specifications from all Designated Locations to the Database. (f) Client is solely responsible for obtaining Authorization in advance of eachtransaction. (g) Processor will provide Client with Gift Card transaction reports, accessible by Client through a designated Internet site. Processor will maintain reports on the Internetsite for Client’s use for a period of six (6) months. Processor may, in its discretion, provide additional or custom reportsor reportformats,asmaybe requested by Client from time to time, ata fee to be determinedbyProcessor. Client is solely responsible for any losses it may incur in conducting transactions when an Authorization is not obtained, including, without limitation, transactions conducted when the Database or the Gift Card Equipment is not in service. Client assumes all risk of erroneous or fraudulently obtained Authorizations, unless such erroneous or fraudulently obtained Authorization is caused directly by Processor. Client understands and agrees that an Authorization by Processor only indicates the availability of sufficient value on a Gift Card account at the time of Authorization and does not warrant that the person presenting the Gift Card or Gift Card Number is authorized to use such Gift Card or Gift Card Number. Client is responsible for the accuracy of all data transmitted by it for processing by Processor. (h) Client will at all times own all right, title and interest in and to all Gift Card Data generated under the Program. During the term, Processor will retain the Gift Card Data for each Gift Card on the Database for a period of twenty-four (24) months following the date that the account -balance reaches zero. Thereafter, during the term, Processor may remove the Gift Card Data from the Database and archive such Gift Card Data in any manner determined by Processor in its reasonable business judgment. Notwithstanding the foregoing, within ninety (90) days of Client’s written request, during the first twelve (12) months following the expiration or termination of the Gift Card Services, Processorwill compile a data report of the Gift Card Data stored in the Database, in Processor’s standard format, at a fee to be determined by Processor. Processor shall deliver Client’s Gift Card Data to Client in a mutually agreeable format. Processor shall have no obligations with respect to Client’s Gift Card Data following delivery to Client. (g) Client shall be responsible for accessing and comparing the reports suppliedbyProcessorto itsownrecordsandpromptlynotifyingProcessor of any necessary adjustments to Gift Card accounts. Client acknowledges that Processor will make adjustments to Gift Card accounts pursuant to Client’s instructions, and Processor shall have no liability for any errors to Gift Card accounts that are made in accordance with Client’sinstructions. (h) Client shall comply and shall ensure that all Affiliated Issuers comply with all laws and regulations applicable to the Program. Client acknowledges and agrees that it is solely responsiblefor interpretingall WFB2210(Rev00 –10/19)23 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 assets for the benefit of creditors,or upontheapplicationof theotherpartylaws and regulations applicable to the Program, for monitoring changes (b) If (i) the Gift Card Services are terminated for any reason other than Processor’smaterialbreachpriorto theexpirationof theinitialterm,or (ii) Client suspends or terminates the Program prior to the expiration of the initial term except as provided for in Section 19.5(a) (iv). Nothing in this subsection shall prohibit or limit Processor’s right to recover damages or any other amounts due and owing Processor in the event that the Gift Card Services are terminated by Processor due to a breach by Client or shall be deemed to waive or otherwise limitClient’s obligationspursuantto Section 19.6(a). (i) As between Client and Processor, Client shall bear all risk related tothelossortheftof,alterationor damageto,orfraudulent,improperor unauthorized use of any Gift Card, Gift Card Number or PIN: (i) in the case of Gift Cards ordered through Processor, upon delivery of such Gift Cards to Client or Client’s Designated Location, as applicable, and (ii) in the case of Gift Cards obtained by Client from a Person or Gift Cards which Client requests to be delivered in a pre-activated state, whether such loss occurs before or after delivery of such Gift Cards to Client or Client’s Designated Location. (c) If requested by Client, Processor may, in its sole and absolute discretion, continue to provide the Services for all previously issued and unexpired (if applicable) Gift Cards for up to twelve (12) months following the termination of the Gift Card Services; provided, however, that Processor shall not activate any new Gift Cards after the effective date of termination. Processor’s obligation to provide continuing Services after termination is contingent upon Client’s agreement to pay for such Services and to conduct its operations in accordance with the terms of this Section, and Processormay require advancepaymentfor some portion or all of the estimated cost of suchServicesto be providedaftertermination. (j) Processorand Clientagree thatduring the term: (i) Processorwill be the sole and exclusive provider of the Services to Client and its Affiliated Issuers;and(ii) Client will not directly or indirectlyeitheritselfor through a Person, offer or promote any other proprietary, closed network, online Gift Card or similar access device.(d) Termination of the Gift Card Services shall not affect Client’s obligation (including any obligation incurred by an Affiliated Issuer) to pay for services rendered or obligations due or owing under this Section prior to termination. (k) Client may allow Affiliated Issuers to participate in the Program; provided, however that (i) Client shall be responsible for ensuring that all Affiliated Issuers comply with the terms and conditions of this Section and the separate Affiliated Issuer Agreement, and (ii) Client shall be jointly and severally liable for all fees and other amounts payable to Processor in connection with any activities of Affiliated Issuers related to this Section, including but not limited to Gift Card transactions. (e) The provisions of Sections 19.3 (f), (g), (h), (i),(k) and (l), and Sections19.4,19.5(b),19.5(c),19.5(d),19.6and19.7hereofshallsurviveany termination ofthis Agreement. 19.6. Indemnification. (l) Client is responsible for any settlement of funds among Affiliated Issuers and Designated Locations.(a) Client shall indemnify and hold harmless Servicers, their directors, officers, employees, agents and their respective Affiliates from and against any and all third party claims, losses, liabilities, damages and expenses, including reasonable attorneys’ fees, (collectively “Claims”) to the extent that any such Claim is caused by or arises out of: (i) any failure of Client or an Affiliated Issuer to comply with any law or regulation applicable to the Program; (ii) any dispute between Client and any Affiliated Issuer, or Client and any Gift Card Holder, or an Affiliated Issuer and any Gift Card Holder, including, without limitation, any dispute regarding thegoods or services purchased using a Gift Card or the payment of any amounts owed or alleged to be owed by one or more such persons to any other such persons; (iii) any instructions or procedures that Client may provide to Processor in connection with the Program and Processor’s compliance therewith; (iv) any actual or alleged loss or theft of, alteration or damage to, or fraudulent, improper or unauthorized use of any Gift Card, Gift Card Number or PIN; (v) use or operation of Gift Card Equipment by Client or an Affiliated Issuer; and (vi) any Claim or action against Servicers for actual or alleged infringement of any patent, copyright, trademark, trade secretor otherproprietary rightof anypersonarisingin connection with the production of Gift Cards or related products for Client using artwork, designs, specifications or concepts provided byClient. (m) Client acknowledges and agrees that Client will not use the Gift Cards or the Services provided under this Agreement for illegal transactions including,for example, those prohibited by the Unlawful Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq., as may be amendedfromtimeto time. 19.4. Fees and Payment. a. In addition to all other rights we have under the Agreement, Client shall pay Processor the fees set forth on the Gift Card Set-Up Form. Client shall also be responsible for the payment of any taxes imposed by any applicable governmental authority in connection with any products or services coveredby this Section (other than those taxesbased solely on the net income of Processor). All fees for the Services shall be paid via an ACH transfer of funds from a bank account designated by Client. Toauthorize the ACH transfers, Client agrees to execute the ACH Authorization on the Gift Card Set-Up Form. In the event that fees cannot be collected from Client as set forth above, Processor reserves and may exercise all other rights to collect any fees due. 19.5. Termination. (a) The provision of Gift Card Services may be terminated at any time: (i) by either party in the event that the othermateriallybreachesany term or condition of thisSection and fails to cure suchbreachwithin thirty (30) days of written notice of such breach from the non-breachingparty;(ii) by Processor if Client fails to pay any amount due within ten (10) Business Daysafter written notice to Client of its failure to pay suchamount; (iii) by Processorupon written notice to Clientin the event thatClient’soperation of the Program results in a violation of law or regulation (by Client, an Affiliated Issuer or Processor);(iv) by Clientif Processorincreases its rates under Section 19.4(c) above and Client provides thirty (30) days writtennoticeof terminationwithinthirty(30)daysof receivingnoticeof said increase; or (v) by either party upon written notice to theotherafter the filing by the other of any petition in bankruptcy or for reorganization or debt consolidation under the federal bankruptcy laws or under any comparablelaw,or upon the otherparty’smakingof an assignmentof its (b)Processorshall indemnify and hold harmless Client and its directors, officers, employees,agents and Affiliates Issuers from and against any 19.7. Patents, Copyrights, Intellectual Property, etc. Client shall have no interest whatsoever, including copyright interests, franchise interests, license interests, patent rights, property rights or other interest in the Servicesprovidedhereunder.Theseprovisionsarenotto be construedas granting to Client any patent rights or patent license in any patent, which may be obtainedin respectof the Services.ArtworkcreatedbyProcessor on behalf of Client remains the property of Processor.Client retains WFB2210(Rev00 –10/19)24 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 comply with the PCI DSS.ownership of any artwork supplied to Processor. (c) You must deploy Data Protection solution (including implementing any upgrades to suchservice within a commercially reasonable period of time after receipt of such upgrades) throughout your systems including replacing existing Card numbers on your systems with Tokens. Full Card numbersmustneverberetained,whetherinelectronicformorhardcopy. 19.8. Limitation of Liability; Disclaimer of Warranties. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, SERVICERS’ CUMULATIVE AGGREGATE LIABILITY FOR ANY LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES ARISING OUT OF RELATED TO THIS SECTION FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CLIENT AND, IN ANY EVENT, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT OF FEES PAID TO PROCESSOR BY CLIENT UNDER THIS SECTION DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THAT THE LIABILITY ARISES, OR (II) TWENTY THOUSAND DOLLARS ($20,000). (d) You must use the Token in lieu of the Card number for ALL activities subsequent to receipt of the authorization response including, settlement processing, retrieval processing, chargeback and adjustment processing andtransactionreviews. (e) If you send or receive batch files containing completed Card transactioninformationto/fromus, do use the service provided by us to enable such files to contain only Tokensor truncated information. (f) You must use truncatedreportviewinganddataextractcreation withinreportingtoolsprovidedbyus.20. Special Provisions Regarding TransArmorSM Solution This Section 20 and the benefits described shall apply only if you subscribe to the TransArmor Solution and pay the applicable fees. (g) Youarerequiredto followrulesor procedureswemayprovidetoyou from time to time regarding to your use of the Data Protection solution. We will provide you with advance written notice of any such rules or proceduresorchangestosuchrulesorprocedures.20.1. Scanning Authority; Scanning Obligations. You represent andwarrantthatyouhavefullright,power,andauthorityto consentfor TransArmor Solution to scan for vulnerabilities in the IP address and/or URL and/or domain names identified to us by you for scanning, whether electronically or by any other means, whether during initial enrollment or thereafter. If applicable, you shall obtain all consents and authorizations from any third parties necessary for us or our vendors to perform the TransArmor Solution services, including, without limitation, third party data centers, co-locations and hosts. We will not be required to execute agreements with any such third parties. You agree to defend, indemnify and hold us and our vendors harmless from any third party claim that such access was not authorized. You may use TransArmor Solution and portals only to scan IP addresses, URLs and domain names owned by and registered to you. Youunderstand that your failure to provide a complete list of and complete access to your IP addresses will significantly impair the scanning services and may result in incomplete or inaccurate results. Youagree that the TransArmor Solution services hereunder, including without limitation their functionality and contents, constitute confidential information, and your use and/or access to the TransArmor Solution is subject to the terms of confidentiality set forth in this Agreement. (h) Youwill use only unalteredversion(s)of Data Protection solution and will not use, operate or combine Data Protection or any related software, materials or documentation, or any derivative works thereof with other products, materials or services in a manner inconsistent with the uses contemplated in thissection. (i) Youwillpromptly notify us of a breachof any these terms. 20.4. Tokenization Limited Warranty. Subject to the terms of this Agreement, we (i) warrant that each token returned to you through Data Protection cannot be used to initiate a financial sale transaction by an unauthorizedentity/personoutside your point of sale systemsandfacilities whereyouprocessand/orstoretransactiondata(the“LimitedWarranty”); and (ii) agree to indemnify and hold you harmless from direct damages, including third party claims, resulting from our breach of the Limited Warranty. This express remedy for our breach of the Limited Warranty constitutes our entire liability and your sole and exclusive remedy for our breachof the Limited Warranty. The Limited Warranty is void if (a) you use Data Protection in a manner not contemplated by, or you are otherwise in violation of, this Agreement or any other agreement relating to Cards eligible for Data Protection; (b) you are grossly negligent or engage in intentional misconduct; or (c) you no longer have a processing relationship with us. 20.2. Data Collection. In the course of providing the TransArmor Solution,we maycollectinformation relatingto activitieson yournetwork (the “Data”) including,butnotlimited to: networkconfiguration, TCP/ IP packet headers and contents, log files, malicious codes, and Trojan horses. We retain the right to use the Data or aggregations thereof for any reasonable purpose. 20.5.Disclaimer;TransArmorSolution Does NotGuarantee Compliance or Security. 20.3. Data Protection; Responsibilities of Client. Data Protection appliesonly to card transactions sent from you to us for authorization and settlement pursuant to the Agreement, and specifically excludes electronic check transactions. You are responsible to comply with the following regarding your use of Data Protection: USE OF TRANSARMOR SOLUTION, SOFTWARE OR20.5.1. ANY EQUIPMENT (INCLUDING ANY SERVICES, SOFTWAREOR (a) Data Protection can only be used with a point of sale device, gateway and/or VAR that is certified by us with the Data Protection solution. If you are uncertain whetheryourequipmentiscompliant,pleasecontactus. It is your responsibility to ensure that you have eligible equipment in order to use DataProtection. (b) You must demonstrate and maintain your current PCI DSS compliance certification. Compliance must be validated either by a 20.5.2. USE OF THE TRANSARMOR SOLUTION DOES NOT (A) GUARANTEE COMPLIANCE WITH ANY OF THE RULES OR SECURITY STANDARDS ESTABLISHED BY THE CARD ORGANIZATIONS, INCLUDING PCI DSS; (B) ELIMINATE YOUR OBLIGATION TO COMPLY WITH SUCH REQUIREMENTS; OR WFB2210(Rev00 –10/19)25 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 20.6.5. If you are acquiring any of the TransArmor Solution services on behalf of any part of the United States Government (Government): any use, duplication, or disclosure by the Government is subject to the restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-RestrictedRightsclauseatFAR52.227-19whenapplicable,or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Softwareclauseat DFARS252.227-7013,andin similarclausesin theNASA FARSupplement;(b)wearethecontractor/manufacturer,withtheaddress set forth in this Agreement; and (c) any use, modification, reproduction, release,performance,displayor disclosureof TransArmorSolutionand/ or the accompanying documentation by the Government or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by this Agreement. (C) GUARANTEE SECURITY OR PREVENT A SECURITY BREACH 20.5.3. Youacknowledge and understand that accessing, retrieving, transmitting, and scanning IP addresses and other data in the manner undertaken by the TransArmor Solution involves inherent risks, including risks related to system or network performance and availability, and data corruption. You assume full responsibility to backup and/or otherwise protect your data against loss, damage or destruction, and to take appropriate measures to respond to any potential adverse impact of the systemsor disruptionof service. 20.7. Software Updates, Maintenance and Changes. 20.7.1. We may perform maintenance on Software or TransArmor Solutionwhichmayresultin serviceinterruptions,delays,or errors.Wewill not be liable for any such interruptions, delays, errors, or bugs. You agree thatwe may contact you in orderto assist you with the Software or Services and obtain information needed to identify and fix any errors. We may, at our discretion, release enhancements, improvements or other updates to any Software, or otherwise make any changes to the TransArmor Solution (oranypart). 20.6. Intellectual PropertyRights. 20.6.1. All right, title, and interest in and to all confidential information and intellectual property related to the TransArmor Solution (including the Marks,allSoftware,thecontentof anymaterials,web screens,layouts, processing techniques, procedures, algorithms and methods and any updates, changes, alterations, or modifications to or, derivative works from such intellectual property), owned, developed or licensed by us prior to,during the term of, or afterthisAgreement,or employed by us in connection with the TransArmorSolution, shall be and remain, as among the Parties or ourAffiliates’,ourvendors’or ourlicensors’(asapplicable) sole and exclusiveproperty,and allright, title and interestassociatedwith the TransArmor Solution,EquipmentandSoftwarenotexpresslygranted by us in this Agreement are deemed withheld. You may not use our Marks in any manner,including in any advertisements, displays,or press releases, without our prior written consent. 20.7.2. Youacknowledge and understand that certain Software can automatically install, download, and/or deploy updated and/or new components,whichmay include a new version of the Software itself.You shall not, in any eventor in any manner,impede the update process.You agree to assume full responsibility and indemnify us for all damages and losses, of any nature, for all adverse results or third party claims arising fromyour impeding the update process. 20.8. Accessing Services via the Internet or third parties. You agree that we shall not be liable to you for any claims, damages, losses, obligations, costsor expensesor otherliabilityarisingdirectlyor indirectlyfrom or otherwise concerning (a) any termination, suspension, delay or disruption of service (including billing for a service) by the internet, anycommoncarrieroranythirdpartyserviceprovider;(b)anyfailure, disruptionor malfunctionof theTransArmorSolution,theInternet,or any communicationsnetwork,facility or equipmentbeyondour or a third party’s reasonable control, whether or not attributable to one or more commoncarriers;or(d)anyfailuretotransmit,obtainor collectdataorfor human,machineorsoftwareerrorsorfaultyorerroneousinputbyyou. 20.6.2. You may not, nor may you permit any third party to do any of thefollowing:(a)decompile,disassemble,reverseengineer,orotherwise attempt to reconstruct or discover by any means any source code, underlyingideasor algorithmsof the TransArmor Solution,Software or Equipment (or any part), except to the extent that such restriction is expresslyprohibitedbylaw;(b) modify,translate,or alterin anymanner, the TransArmor Solution, Software or Equipment (or any part) or the Marks;(c)createderivativeworksof or basedon theTransArmorSolution (or any part), Software or the Marks; (d) except for backup and archival purposes, directly or indirectly copy the TransArmor Solution or any Software (or any part); (e) republish, upload, post, transmit, disclose, or distribute (in any format) the TransArmor Solution or Software (or any part)exceptaspermittedin thisAgreement;or(f) remove,relocate, orotherwisealteranyproprietaryrightsnoticesfromtheTransArmor Solution,SoftwareorDocumentation(oranypart)or theMarks. 20.9. Access and Use of Services. 20.9.1. Unlesswe otherwiseagreein writing,theTransArmorSolution shall be for your internal business use in the United States and US territoriesorpossessionsonly. 20.9.2. You shall not and shallnotpermit any third party to: (a) access or attempt to access any of the TransArmor Solution service that is not intended to be available to you; (b) access or use (in any format) the TransArmor Solution (or any part) through any time-sharing service, service bureau, network, consortium, or other means; (c) without our advancedwrittenconsent,use,shipor accessTransArmor(oranypart) outside or from outside of the United States; (d) perform or attempt to performanyactionsthatwouldinterferewiththeproperworkingofany part of the TransArmor Solution, prevent access to or use of any of the TransArmorSolutionbyotherusers,or in ourreasonablejudgment, impose a large load on ourinfrastructure,networkcapabilityor bandwidth; or (e) use the TransArmorSolution (or any part) exceptaspermitted in this Agreement. 20.6.3. If we provide you with copies of or access to any Software or Documentation,unlessotherwiseexpresslystatedin writing,thatSoftware and Documentation is provided on a personal, non-exclusive, non- transferable, non-assignable, revocable limited license for the period of your subscription to the applicable TransArmor Solution service and solely for you to access and use the Software and Documentation to receive the relevant TransArmor Solution service for its intended purpose on systems ownedor licensed by you. Software can only be usedwithcertaincomputer operating systems and it is your responsibility to ensure that you have the appropriatehardwareandsoftwaretousetheSoftware.20.9.3. We have the rightto rely on user names,password and other sign on credentials/accesscontrolsfor theTransArmorSolutionor anySoftware (including Federated Single Sign-on credentials) provided or approved by us to authenticate access to, and use of, the Servicesand any Software. 20.6.4. You shall not take any action inconsistent with the stated title and ownership in thisSection 20. Youwill notfile any action,in any forumthat challenges the ownership of any part of the TransArmor Solution or any software,materialsor Documentation.Failureto complywiththisprovision will constitute a material breach of this Agreement. We have the right to immediately terminate your access to and use of the TransArmor Solution in the event of achallenge by you. 20.10. Indemnification.In additionto otherindemnificationsprovided in this Agreement, you agree to indemnify and hold us, our Affiliates and third party service providersharmless from and againstalllosses, WFB2210(Rev00 –10/19)26 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 any party (other than its employees or us) to hold or accessCardholderliabilities, damages and expenses arising from (a) your use of the security features. 20.11.6. Notwithstanding the Liability Waiver: (a) you must continue to perform all obligations under this Agreement, including your obligation tocomplywithdatasecurityrequirements;and(b)wewaivenorights or remedies under this Agreement including our right to terminate or suspend this Agreement if a Data Security Event occurs.20.11.Liability Waiver. 20.12. Export Compliance20.11.1.Subject to your subscribing to the entire TransArmor Solution bundle and to the terms of this Agreement, we agree to waive liability that you have to us under this Agreement for Security Event Expenses resulting from a Data Security Event first discovered by you or us while you are receiving and utilizing the TransArmor Solution (the “LiabilityWaiver”). 20.12.1. You agree not to exportor re-exportanySoftwareor Equipment or any underlying information except in full compliance with all applicable laws andregulations. 20.12.2. None of the Software or Equipment or any underlying informationmaybedownloadedorotherwiseexportedorre-exported(a) to any country to which the United States has embargoed goods (or any nationalor residentthereof);(b) to anyoneon theUnitedStatesTreasury Department’s list of Specially Designated Nationals or the United States Commerce Department’sTable of Deny Orders; or (c) in any manner not in full compliance with the requirements of the United States Bureau of Industry and Security and all applicable Export Administration Regulations. 20.11.2.The maximum amount of Liability Waiver for all Security Event Expenses arising out of or relating to your Data Security Events first discoveredduringany TransArmor ProgramYearregardlessof the number of such Data Security Events is as follows: a) $100,000.00 maximumper eachMID you have; and b) $500,000 aggregate maximum for all of your MID’s. 20.11.3.In additionto Section20.11.2,themaximumamountof Liability Waiver during any TransArmor Program Year for EMV Upgrade Costs is furtherlimitedasfollows:20.12.3. If youhaverightfully obtained Softwareor Equipmentor any underlying information outside of the United States, you agree not to re-export the same except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained it. You warrant that you are not located in, under the control of, or a nationalor residentof any such country or on any suchlist. a) $10,000 maximumper each MID you have; and b) $25,000.00 aggregatemaximumfor all of yourMID’s. 20.11.4. Security Event Expenses resulting from the same, continuous, related or repeatedeventor factswill be deemed to arise out of one Data Security Event.20.13. Definitions: (a) Card Organization Assessment means a monetary assessment, fee, fine or penalty levied against you or us by a Card Organization as the resultof (i) a Data Security Eventor (ii) a securityassessmentconducted as the result of a Data Security Event; provided, that The Card Organization Assessment shall not exceed the maximum monetary assessment, fee, fine or penalty permitted upon the occurrence of a Data Security Event by the applicable rules or agreement in effect as of the inception date of this Agreement for such Card Organization; (b) Cardholder Information meansthedatacontainedonaCard,orotherwiseprovidedtoClient,that isrequiredbytheCardOrganizationorusin ordertoprocess,approve and/or settle a Card transaction; (c) Card Replacement Expenses means thecoststhattheweoryouarerequiredtopaybytheCardOrganization to replace compromised Cards as the result of (i) a Data Security Event or (ii) a security assessment conducted as the result of a Data Security Event; (d) Data Protection is a TransArmor Solution service that provides encryption of cardholder data at your payment environment and replaces the data with a token or randomly generated number; (e) Data Security Event means the actual or suspected unauthorized access to or use of Cardholder Information, arising out of your possession of or access to such Cardholder Information, which has been reported (i) to a Card Organization by you or us or (ii) to you or us by a Card Organization. All Security Event Expenses and Post Event Services Expenses resulting fromthesame,continuous,relatedor repeatedeventorwhicharisefrom the same,related or common nexus of facts,will be deemed to arise out of one Data Security Event; (f) Documentation means any documents, instructions,webscreen,layoutsor anyothermaterialsprovidedbyus relatingtotheSoftwareortheTransArmorSolution;(g)Equipmentmeans equipmentrentedtoorpurchasedbyyouunderthisAgreementandany documents setting out additional terms on whichEquipmentisrented to or purchased by you; (h) EMV Upgrade Costs means cost to upgrade payment acceptance and processing hardware and software to enable you toacceptandprocessEMV-enabledCardinamannercompliantwithPCI Data Security Standards; (i) Forensic Audit Expenses means the costs of a security assessment conducted by a qualified security assessor approved by a Card Organization or PCI Security Standards Council to determine the cause and extent of a Data Security Event; (g) Liability Waiver has the meaningassetforthin Section20.11.1above;(j)Marksmeansthenames, 20.11.5.The Liability Waivershall not apply in relation to: a) your failure to comply with the terms of thisAgreement; b) any Data Security Event occurring before you started receiving the TransArmorSolution; c) any fines or assessmentlevied against you that are not the directresult of a Data SecurityEvent; d) any Data Security Event relating to you where you have experienced a prior Data Security Event, unless you were later certified as PCI compliant bya qualifiedsecurityassessor; e) any expenses incurred for, or as a result of, regularly scheduled, recurring or routinesecurityassessments,regulatory examinations, inquiriesor complianceactivities; f) any Data Security Event if you: (i) are categorized by any Card Organizationas“Level1” or (ii)processesmorethansixmillion(6,000,000) Card transactions during the twelve month period prior to the date this Section became effective; g) any expenses, other than Security Event Expenses, incurred by you arising out of or resulting,directly or indirectly,froma Data Security Event, including expenses incurred to bring you into compliance with the PCI DataSecurityStandardor anysimilarsecuritystandard; h) any Security Event Expenses arising out of or resulting, directly or indirectly, from an event of force majeure, any dishonest, fraudulent, criminal or malicious act, error or omission, or any violation of the law including any claim, suit, action or proceeding against you that is brought by or on behalf of anyfederal,state or localgovernmentagency; or i) any Data Security Event arising out of (i) any software not within your control; provided,however,thisexclusion shall not apply to a Data Security Eventarising out of a virus,Trojanhorse or othersoftwareused by a third party to obtain fraudulent access to data to your computer system or to collectdatain transitto or fromyourcomputersystem;(ii)abreach in a computer system in which you and other merchants, with no legal relationship to one another, have hosted accounts or share a common database,operatingsystemorsoftwareapplications;or(iii)yourallowing WFB2210(Rev00 –10/19)27 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ownershiprightsto our and their respectiveintellectualpropertyrelated inlogos,emblems,brands,servicemarks,trademarks,tradenames,taglines (k) Post Event Services Expenses (l) Program Year means the period from November (m) Security Event Expenses (n) Software means all software, computer programs, 21.3. Transaction Data. Your transaction data will be processed by the Fraud Services. As part of this processing, the transaction data may be retained for statisticalanalysis,and elements of data fromfraudulent transactionsmaybecaptured,retainedandsharedwithothersto help improvethe Fraud Servicesand preventfurther fraud.In no eventwill the source of any such retained data be disclosed to a third party. Youhereby agree to the transmission and use of the data in thismanner. 21.4. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE FRAUD SERVICES ARE PROVIDED TO YOU “AS IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. INCLUDED IN THIS DISCLAIMER ARE BOTH EXPRESS AND IMPLIED WARRANTIES, AND WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES THAT THE FRAUD SERVICES WILL BE COM PLETELY ACCURATE, ERROR-FREE OR WILL BE AVAILABLE WITHOUT INTERRUPTION. 21.5. Limitation of Liability. The Fraud Services provide a tool for you to efficientlymakebetterinformeddecisionswhetherto acceptor rejecttransactionsthatmay be fraudulent.There is no assurance that the FraudServiceswillaccuratelyidentify everyinstanceof fraud,nor that every transaction that may appear fraudulent is in fact so. BY YOUR ACCEPTANCE OF THE TERMS OF THIS PROGRAM GUIDE, AND YOUR USE OF THE FRAUD SERVICES, YOU AGREE THAT, UNDER ANY THEORY OF LAW OR EQUITY, WITH RESPECT TO YOUR USE OF THE FRAUD SERVICES (i) OUR LIABILITY AND THAT OF ANY FRAUD SERVICES PROVIDER SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED TWELVE (12) MONTHS OF FRAUD SER VICES FEES, AND (ii) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR ANY 21. Special Provisions Regarding Fraud Detection Services If you elect to receive Fraud Services from us, then the following terms and conditions of this Section, referred to as the Fraud Services Terms, shall apply. The Fraud Detection Services is provided to you by Processor and not Bank. Bank is not a party to this Agreement insofar as it applies to the Fraud Detection Services, and Bank is not liable to you in any way with respectto suchservices.Forthepurposesof thissection,thewords“we”, “our”and “us” referonly to the Processor and not the Bank. FRAUD SERVICES PROVIDER SHALL HAVE ANY LIABILITY FOR ANYSUBSEQUENTCHARGEBACKSORLOSSOFREVENUEFROM FALSEPOSITIVEFRAUDSCORESORIN ANYOTHERWAYRELATED TOTHEUSEOFTHEFRAUDSERVICES. Through our strategic agreement with Accertify, Inc. we have acquired the right to sublicense the access and use of Interceptas, InterceptNOW and InterceptSHARE,whichare softwaresystems and related servicesthat will help you efficiently reduce your exposure to fraudulent transactions (the “Fraud Services”). The Fraud Services are proprietary products and services of Accertify, Inc., and may include specific data andservices from third party service providers for things like geolocation or device identification, which are specific tools used together with Accertify’s software. For all purposes of the Fraud Services Terms, the term Fraud Services includes any such third party data or service providers accessed through any of Accertify’s proprietary software described above. 21.6. Termination. Upon termination of the Fraud Services for any reason,youagree to pay any remaining fees or expensesrelated to your use of the Fraud Services, to cease attempts to access the Fraud Services and to return all user manuals or other materials received in connection with the Fraud Services. 21.7. Third Party Beneficiaries. The Fraud Services provider(s) is (are) an intended third party beneficiary of this Section of the Program Guide, and may enforce the terms of this Section directly against you as if it were a party hereto. 21.1. Software Licenses. Wehereby grant you a non-exclusive, non- transferable, limited sublicense to use the Fraud Services for the duration of thisAgreement,or untilotherwiseterminated,solelyin connectionwith your use of the payment and processing services otherwise described in this Program Guide. You acknowledge that the only right you obtain to the Fraud Services is the right to use the Fraud Services for the screening and review of your own transactions in accordance with the terms in this Section. 21.8. Your Privacy Policy. Your privacy policy should reflect the fact that you will subject transactions to fraud screening.Youand your privacy legal counsel should consider your specific circumstances and what disclosures will best fit your needs and provide your customers with a clearpictureof how customer and transaction data is being used. Example language is set forth below, but is only a suggestion, which you should not adopt without carefulconsideration and adviceof counsel.The Fraud Services and related materials include confidential, competitively sensitive and trade secret information, processes, software, user interfaces and other elements. You are not permitted to allow any third party service provider access to these materials or to the output generated by the Fraud Services, nor use or demonstrate the Fraud Services or related materials for, or on behalf of, any third party service provider without the prior written permission of the Fraud Services provider. Any information you provide to Merchant may be combined with information from other sources and used by Merchant, or a third party retained by Merchant, to help detect and prevent fraud, misuse of [Merchant]’s website or other illegal activity. Parts or all of this information may be retained by us or the third parties involved in fraud detection and used for future fraud prevention efforts. Information believed to be fraudulent may be shared with other merchants, banks and law enforcement officials to help prevent further misuse. [Merchant] may also use “device identification” technology to 21.2. Reservation of Rights. Subject only to the limited sublicense grantedherein,weandtheFraudServicesprovider(s)reserveall WFB2210(Rev00 –10/19)28 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 and against any and all third party claims, losses, liabilities, damages andrecognize specific computers or other internet devices each time they 22. Special Provisions Regarding Buyer Initiated Payments The terms and conditions set forth in this Section 22 govern the provision of Buyer Initiated Payment services and apply only to Card payments that originate from a business certified into a Card OrganizationapprovedgatewayforBuyerInitiatedPayments.These provisionsdo not apply to anytransactionsoriginating from a terminal orsoftwareatyourbusiness. 22.6. Processing Specifications. The following details apply to how Servicerstransfersmoniesbetweenparties. a) Unless otherwise specified by you on the Application, amounts deposited into your account will be in the whole amount of the payment fromyour customer.After a paymentis made by the Buyer,it typically takes one to three businessdaysfor the funds to be deposited into your checking account. 22.1. Description of Buyer Initiated Payments. Buyer Initiated Payments (“BIP”) allow invoices that have been electronically entered b) Unless otherwise specified by you on the Application, the fees applied to your transactions will be debited from your Settlement Account on or about the first business day of the month following when the transactions occurred. It is your responsibility to ensure that there are no settings on your accountprohibitinga debit entry. You must ensure there are adequate funds available in your SettlementAccount. Use of this service only changes the method of payment between you and your Buyer (your customer). All other processes between you and the Buyer as it pertainsto invoicing,approvalsand exceptions will remain as is for each Buyer paying you through this service. 22.2. AcceptanceofBuyerInitiatedPayments.22.7. Authorization. Authorization will occur at the Servicers or relevant a) Thereisnohardware,software,orsuppliesrequiredtoacceptBuyer Initiated Payments Card Organization. 22.8. Termination. As stated on your Application, there is no early termination fee associated with BIP accounts. At any time, you are able to terminate service by calling the customer service number listed on your statement.It isyourresponsibilityto contactyourBuyersto informthem that a differentpaymentoption will be needed on future invoices.Wecan terminate BIP servicesupon 30 days’notice to you or immediately in the event of your breachof the Agreement. b) All transactions submitted through a BIP account must be Buyer initiated.Youcannotrequesta terminalor initiate transactionsin any way through the Merchant ID established by these terms. Merchant processing must be done through a separate Merchant ID. c) No credits are permitted on BIP accounts. In the eventof a dispute regarding a Buyer Initiated Payment, all refunds, discounts, or other remediesmustbe handledbetweenyouandyourcustomer,theBuyer, withouttheinvolvementof Servicers. 23. Special Provisions Regarding PayeezySMGateway Services If you elect to utilize the Payeezy Gateway Services, the following additional terms and conditions of this Section 23 shall apply.d) It is your responsibility to ensure that only customers that you authorize to submit payments on this account do so. We will not disclose the fact that you are enrolled to receiveBIP to other businessesunlessyou authorizeus to do so. The Payeezy Gateway Services are provided to you by Processor and not Bank. Bank is not a party to this Agreement insofar as it applies to the PayeezyGateway Services,and Bank is not liable to you in any way with respectto suchservices.Forthepurposesof thisSection23,thewords“we,” “our” and “us” referonly to the Processor and not the Bank. e) If a business does process a paymenton the accountwithoutyour consent, you must handle the matter directly with your customer, the Buyer,withouttheinvolvementof Servicers.The Payeezy Gateway Services and Software provided and other matterscontemplated under thisSection 23 are subject to the rest of this Agreement,as applicable,except to the extent the terms of this Section 23 directly conflict with another provision of this Agreement, in which case the terms of thisSection23willcontrol. f) Servicers are responsible for processing the BIP. Any concessions given by your customers such as accelerating payment terms or changing early payment discounts are not administered or enforced by Servicer. Such agreements are strictly part of the relationships between your businessand those of your buyersand the resolution to issuesarisingfrom thosearrangementsareto be handledoutsideof thisAgreement.23.1. Definitions. Capitalized terms used herein shall have the meanings given to such terms as set forth in this Section 23.1 or as defined in the Glossaryor elsewherein thisSection23.22.3. Chargebacks related to Buyer Initiated Payments. In BIP processing, the Buyer has control over the payment, and is therefore prohibited frominitiatingmostcharge back types. In the eventyourbuyer initiates a charge back onthis Merchant ID, please contact Servicers. “Claim” means any arbitration award, assessment, charge, citation, claim, damage, demand, directive, expense, fine, interest, joint or several liability, lawsuit or other litigation, notice, infringement or misappropriation of any Intellectual Property Right or violation of any law, and any consequential, indirect,special,incidentalor punitivedamages and any attorney’sfees and expenses incurred in connection therewith. For purposes of the foregoing Claim definition, a Claim shall be considered to exist even though it may be conditional, contingent, indirect, potential, secondary, unaccrued, unasserted,unknown,unliquidated,orunmatured. 22.4. Limitation on Liability/Indemnification. NOTWITH STANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, SERVICER’S CUMULATIVE AGGREGATE LIABILITY FOR ANY LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES ARISING OUT OF RELATED TO THIS SECTION FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CLIENT AND, IN ANY EVENT, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT OF FEES PAID TO SERVICERS BY CLIENT UNDER THIS SECTION DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THAT THE LIABILITY ARISES, OR (II) TWENTY THOUSAND DOLLARS ($20,000), WHICHEVER IS LESS. “Confidential Information” means the Software, Documentation, Operational Procedures, the terms and conditions of this Section 23 (including any schedule, exhibit or addendum), pricing or other proprietary business information, and any other information provided to you by us, whether or not such information is marked as confidential; provided, however, that Confidential Information will not include information that: (a) is or becomes generally known to the public through no fault of yours;(b) was lawfully obtained by you from a third party free of any obligationof confidentiality;(c)wasalreadyin yourlawfulpossession 22.5. Indemnification. Client shall indemnify and hold harmless Servicers,its directors,officers,employees,agents and Affiliatesfrom WFB2210(Rev00 –10/19)29 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Payeezy Gateway Services shall be required for each separate Merchantpriorto receiptthereof,directlyor indirectly,fromthedisclosingparty;(d) 23.3. Term; Termination. The Payeezy Gateway Services shall commence as of the effective date of this Agreement and shall remain in effectuntilterminatedbyeitherpartyasprovidedherein.Eitherpartymay terminate the Payeezy Gateway Services upon giving the other party at least thirty (30) days prior written notice. We may suspend or terminate your access to Payeezy Gateway Services without prior notice, with or without cause. Regardless of the reason for termination, you shall be responsible for the payment of all fees due up to and including the effective date oftermination. “Customer” means your customer who would like to provide payment for your goods or services. “Documentation” means any and all manuals and other written materialsin any form provided for use with the Software, as amended by us from time to time,the termsof whichareincorporatedin this Section 23 as if fullysetforthherein. 23.4. License Grant. 23.4.1. Software License. Subject to the terms and conditions of thisAgreement,Processorgrants to you a royaltyfree,non-exclusive, nontransferable, revocable limited license to use the Services, during the term of this Agreement for the sole and limited purpose of submitting payment transactions to us for processing, and otherwise using our Services as set forth herein. “Intellectual Property Rights” means any and all patents, copyrights, trademarks, trade secrets, service marks, and any other intellectual property rights, and any applications for any of the foregoing, in all countries in the world. “Merchant Account” shall mean an account set up for a merchant that requires a card processor, bank, merchant ID., terminal ID., merchant identification number, or otherwise named unique merchant number. Multiple physical or virtual storefronts that process transactions under the same uniquemerchantnumbershallbe deemed as one (1) Merchant Account. 23.4.2. Documentation License. Subject to the terms and conditions of this Agreement,Processor grants to you, and you hereby accept, a royalty free, non-exclusive, non-transferable limited license, without right of sublicense, to use the Documentation during the term of this Agreement for the sole and limited purpose of supporting your use of the Services. You shall strictly follow all Documentation provided to you, as it may be amended from time to time by us, in our discretion. To the extent that there is any conflict between the Documentation and the terms of this Agreement,the terms of thisSection 23 shallgovern and control. “Operational Procedures” means our published policies and procedures contained in the various documents provided to you, as amended from time to time,concerning the Servicesprovided pursuant to thisSection, the termsof whichareincorporatedin thisSectionas if fullysetforthherein.23.4.3. Use Restrictions. You shall not, and shall not cause or permit any third party to: (i) use the Services in any way, other than in accordance withthisAgreement,theDocumentationor asotherwiseinstructed by us in writing; (ii) use the Software or Documentation, either directly or indirectly, for benchmarking or to develop any product or service that competeswiththeproductsandservicesprovidedunderthisSection23; (iii) disassemble, decompile, decrypt, extract, reverse engineer or modify the Services,or otherwiseapplyanyprocedureor processto theServices inordertoascertain,derive,and/orappropriateforanyreasonorpurpose, the source code or source listings for the Services or any algorithm, process,procedureor otherinformationcontainedin theServices,except asotherwisespecificallyauthorizedinaccordancewiththisSection23; (iv) provide the Services or Documentation to any third party, other than toyourauthorizedemployeesandcontractorswhoaresubjecttoawritten confidentiality agreement, the terms of which are no less restrictive than the confidentiality provisions of this Section 23; (v) use, modify, adapt, reformat, copy or reproduce the Services or Documentation, except as is incidentalto thepurposesof this Section 23, or forarchivalpurposes(any copiesmadehereundershallcontainallappropriateproprietarynotices); (vi)rent,lease,assign,sublicense,transfer,distribute,allowaccessto,or timeshare the Services or Documentation; (vii) circumvent or attempt to circumventanyapplicablesecurity measuresof the Services; (viii) attempt to access or actually access portions of the Platform or Services not authorized for your use; or (ix) use the Services or Documentation in any unlawful manner or for any unlawful purpose. “Payeezy Gateway Services” or “Service” means the products or services offered through Payeezy Gateway (including, but, not limited to payment processing services such as authorization of transactions, routing transactions to the appropriate payment processing network or third party service provider, transaction responses (approved, declined), and the detailed reporting of those transactions) and Software, as applicable. Payeezy Gateway Services do not include alternative payment products or services that are supported by or may be accessedthroughthe Payeezy Gateway and with respect to whichyouenterinto an agreement:(i)with us(which agreement may consistof an amendment to this Agreement or specific terms in this Agreement expressly covering such alternative payment products or services)(such alternative payment products orservices,“SeparateProducts”),or(ii)athirdpartyserviceprovider regardingyourparticipationin suchalternativepaymentproductsor services(togetherwithSeparateProducts,the“ExcludedProducts”). “Platform” means our operated, or approved, electronic payment platform(s) and/or gateway(s) (also referred to as the “Payeezy Gateway”) through which the payment services contemplated under this Section 23 are provided. “Services” means the products or services offered the Platform(including, but, not limited to payment processing services such as authorization of transactions to the appropriate payment processing network or third party service provider, transaction responses (approved, declined), and the detailed reporting of those transactions, and all related and applicable Software.23.4.4. Updates. From time to time we may, at our discretion, release Updates or modify the Software. In the event we notify you of any such Update, you shall integrate and install such Update into Your Systems within thirty (30) days of yourreceiptof suchnotice.Youacknowledge that failure to install Updates in a timely fashion may impair the functionality of the Platformor any of the Services provided hereunder. We will have no liability for your failure to properly install the most current version of the Softwareor any Update, and we will have no obligation to providesupport orservicesforanyoutdatedversions. “Software” means all applications, protocols, software components andotherinterfacesandsoftwareprovidedbyus to youpursuantto this Section 23, and any and all Updates. “Updates” means an embodiment of the Software that provides enhancements and/or improvements. “Your Systems” means any web site(s) or interfaces to the Services operated or maintained by you or on your behalf through which transactions are submitted for processing, and all of your other associated systems.23.4.5. Licensors. The licenses granted hereunder may be subject to other licenses currently held by us. Should any license held by us or oursubcontractorstocertaintechnologyorsoftwarebeterminatedor23.2. Fees. Client shall pay Processor the fees for the Payeezy Gateway Servicesas set forthon the Application.A separate accountwith us for WFB2210(Rev00 –10/19)30 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 no Services need be provided by us to you pursuant to Section, except assuspended, the corresponding license(s) granted to you hereunder may 23.4.6. Export Compliance. Youagree not to export or re-export the Software or any underlying information or technology except in full compliance with all applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technologymaybedownloadedorotherwiseexportedorre-exported(i) to any country to which the United States has embargoed goods (or any nationalor residentthereof);(ii)to anyoneon theUnitedStatesTreasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders; or (iii) in any manner not in full compliance with the requirementsof the United StatesBureau of Industry and Security and all applicable Export Administration Regulations.If you have rightfully obtained the Software outside of the United States, you agree not to re-exporttheSoftwareexceptaspermitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the Software. You warrant that you are not located in, under the control of, or a national or residentof any suchcountry or on any suchlist. 23.5.2. Set-Up Assistance Services. Subject to Section 23.5.1 above, upon your requestto us, andupon paymentof anyapplicablefees,we will provideyouwithset-upservicesto assistwiththeIntegration. 23.5.3. Shut Downs. Wereserve the right, from time to time, without priornotice,to shutdownandrestartthePlatformformaintenanceand/or softwareupgradesforreasonabletimeperiodsofoneminuteormore. 23.5.4. Orders by Customers. You are solely responsible for accepting, processing, and filling any orders for purchases by your Customers, and for handling any inquiries arising therefrom. You shall use the highest standards in the industry in responding to complaints by Customers. We are not responsible or liable for any unauthorized access to your data or Your Systems by any means ordevice. 23.6. Security of Information. We will use commercially reasonable efforts to maintain the security of the Services and the Platform. You will use commercially reasonable efforts to maintain the security of Your Systems. Such steps by you will be taken at your sole cost and expense, andshallinclude,withoutlimitation:(i)creatingfirewallsto protectagainst unauthorized access to Your Systems by your employees, contractors, Customers, or by any other person; and (ii) implementing reasonable protective techniques suggested by us. Youfurther agree that you will be bound by and comply with all of our and all Card Organization security rules and regulationsas they now exist or as each may be amended or supplemented from time to time. Notwithstanding the foregoing, the parties recognize that there is no guarantee or absolute security of information that is communicated over the internet. 23.4.7. Federal Acquisition Regulations. If you are acquiring the Software on behalf of any part of the United States Government (the “Government”), the following provisions apply: Any use, duplication, or disclosure by the Government is subject to the restrictions set forthin subparagraphs(a)through(d) of the CommercialComputer Software-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Softwareclauseat DFARS252.227-7013,andin similarclausesin theNASA FAR Supplement. We are the contractor/manufacturer, with the address setforthbelow.Anyuse,modification,reproduction,release,performance, display or disclosure of the Software and/or the accompanying documentation by the Government or any of its agencies shall be governed solely by the terms of this Addendum and shall be prohibited exceptto theextentexpresslypermittedby the terms of thisSection 23. 23.7. Privacy. We have adopted an online Privacy Statement for the Services to inform individuals as to our online collection and use of personal information.Youagree that, during the term of this Agreement, you will adequately communicate and comply with an appropriate privacy policy explaining your online collection and use ofthe personal information of your Customers. Unless required by law, Card Organization Rules, or done pursuant to this Agreement, you shall not, under any circumstances, sell, purchase, provide, or otherwise disclose any customer’s account information, transaction information, or other personal information to any third party. You shall store all data securely. We may advise potential users of the services that we have a relationship with you. 23.4.8. Return / Destruction. Upon termination or expiration of this Agreement,alllicensesgranted hereundershallimmediately terminate, and within five (5) days thereof, you shall either return to us or destroy or delete from Your Systems, as applicable,the Software,Operational procedures, Documentation, and any copies thereof, and shall so certify to us in writing. 23.4.9. No other Licenses. Except as expressly provided above, no licenseforanypatents,copyrights,trademarks,tradesecretsor anyother intellectualpropertyrights,expressorimplied,aregrantedhereunder. 23.8. Audit Rights. Upon notice to you, we may audit your usage, records and security of the Services, your Customer’s payment processing information,andtheservicesprovidedhereunderto ensure(i) that you are using the Platform and Services in full compliance with the provisions of thisSection 23; (ii) thatallapplicable fees have been paid;(iii) that you are adhering to your Privacy Policy; and; (iv) that you are in full compliance with allapplicable laws,regulationsand rules (including but not limited to Card Organization Rules). Any such audit shall be conducted during regular business hours at your offices and shall not interfere unreasonably with your business. 23.4.10. Use of Transaction Data. As permitted by applicable law and regulations,we reserve the right to copyanddistributeto thirdparties,any information associated with your use of the Services or your activities on the Platformto the extentnecessary to provideServices to you. 23.5. Platform Matters 23.5.1. Integration with Your Systems. While we provide Software to you,youacknowledgethattheSoftwareitselfis insufficientto allow Your Systems to function with the Platform. Programming, development and maintenance of Your Systems and their functionality are your sole responsibility. You have the sole responsibility to select and employ any competent programming agent(s) to accomplish the programming required to make Your Systems function correctly with the Platform and the payment services contemplated hereunder (“Integration”). You shall be responsible for all technical support for Your Systems and Integration related issues.Youagree that you will use commercially reasonableefforts to complete the Integration as soon as possible. You will be responsible for all of yourowndevelopmentandimplementationcostsassociatedwith such Integration. Notwithstanding any other provision of thisSection 23, you acknowledge that unless and until you complete the Integration, 23.9. Reserved 23.10. Indemnification. You shall indemnify, defend, and hold us, our subsidiaries and affiliates and our and their officers, directors, employees, shareholders, agents and attorneys from any Claim(s) arising from the conductof yourbusiness,any transactions submitted throughthe Payeezy Gateway hereunder for payment processing, any false or inaccurate representationmade by you or the negligence,fraud,dishonestyor willfulbehaviorof any of youremployeesor agents,or fromyourfailure to strictlycomply,in wholeor in part,withany:(i)termsandconditions pursuant to this Agreement and any addenda hereto or Documentation; or (ii) applicable law, regulations or Card Organization Rules. Upon written notice from us to you,youshallimmediately undertake the defenseof such WFB2210(Rev00 –10/19)31 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 transmitted to the party to be notified at such party’s address or numberClaim by representatives of your own choosing, subject to our reasonable 23.11.Limitation of Liability. 23.11.1. General Limitations. Processor is not liable for the merit and legitimacy of the orders forwarded by you. All liability for validity of ordersremainswithyou.Wearenotresponsibleforanydataentryerrors, Customer misrepresentations, or reporting errors resulting from your actions. We shall not be liable to you or your Customer for the accuracy of the information provided by the Services. 23.11.2. Special Damages. In no event shall we be liable to you, or to any otherpersonor entity,underthisSection23,or otherwise,foranypunitive, exemplary,special, incidental or consequentialdamages, including, without limitation,anylossor injuryto earnings,profitsor goodwill.23.14. Subcontractors. Processor may subcontract all or part of the Services using a variety of providers globally, but, notwithstanding any suchsubcontract,Processorshallremainfullyresponsibleforperformance of the Services, including ensuring the compliance of subcontractors with the terms of this Agreementapplicable to such subcontractors. Each of our subcontractorsfortheServicesisa thirdpartybeneficiaryof Sections23.4, 23.5,23.7,23.8,23.9,23.10,29.11,23.14and23.15ofthisSectionwithrightsto enforce the applicable terms of this Section againstyou. 23.11.3. Maximum Liability. Notwithstanding any provision in this Agreement to the contrary,in no event shall our liability under this Section 23 for all Claims arising under, or related to, this Section 23 exceed, in the aggregate (inclusive of any and all Claims made by you against us, whether related or unrelated), the lesser of: (i) the total amount of fees paid by you fortheourServicesduringthe12-monthperiodimmediatelyprecedingthe datetheeventgivingriseto suchClaim(s)occurred;or(ii)$10,000.00. 23.14. Survival. Upon termination or expiration of this Section 29 or the Agreement, a party's obligations shall cease except for those remaining or required to be performedfollowingsuch termination.Forthe avoidanceof doubt, the parties agree that those provisions of this Section that logically shouldsurviveitsterminationor expirationin orderto accomplish its fundamental purposes will do so. All representations, warranties, indemnities and covenants made herein shall survive the termination of this Section and shall remain enforceable after such termination. 23.11.4. Other Damages. Notwithstanding provisions set forth herein, we will not be liable for any Claims under this Agreement arising directly or indirectly from or otherwise concerning: (a) any termination, suspension, delay or disruption of service (including billing for a service) by the Internet, any common carrier or any third party service provider; (b) any failure,disruptionor malfunctionof theServicesprovidedhereunder or the internet, or any communications network, facility or equipment beyondourreasonablecontrol,whetheror notattributableto one or more commoncarriersor thirdpartyserviceproviders;(c)anyfailedattemptsby you or your Customers to access any Systems or to complete processing transactions; or (d) any failure to transmit, obtain or collect data from Customers or for human, machine or software errors or faulty or your or yourCustomer’s;or(e)human,machineorsoftwareerrorsorfaultyoryour or yourCustomer’serroneousinput. 24.ChoiceofLaw;Venue;WaiverofJuryTrial;LimitationonClaims 24.1. Choice of Law. Our Agreement shall be governed by and construed in accordancewiththe laws of the State of New York (without regard to its choiceoflawprovisions). 24.2. Venue. We have substantial facilities in the State of New York and many of the services provided under this Agreement are provided from these facilities. The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in Suffolk County, New York. 23.12. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES AND DOCUMENTATION ARE AT YOUR SOLE RISK WE MAKE NO (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR HEREUNDER (INCLUDING BUT NOT LIMITED TO THE SOFTWARE) WILL (1) MEET YOUR REQUIREMENTS; (2) OPERATE ACCORDING TO YOUR EXPECTATIONS; (3) PROVIDE ACCURATEDATA; OR (4) OPERATE UNINTERRUPTED OR ERROR FREE. ANY AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCAIMED BY US AND WAIVED BY YOU. WE DO NOT WARRANT THAT ANY ERRORS WILL BE CORRECTED. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, THE SERVICES, (INCLUDING THE SOFTWARE) AND OTHER SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS-IS, WITH ALL FAULTS” BASIS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. All decisions to reject any processing transaction or paymentforyourproductsor servicesaresolelyyourresponsibility. 24.3. Waiver of JuryTrial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 24.4. Without limiting any other terms or conditions contained in this Agreement, you agree that any lawsuit or other action you may wish to bring against us to adjudicate claims arising under this Agreement must be commenced and filed by you within one (1) year of the date on which your claim first accrued, without regard to the date on which your claim was discovered. Any action that is not commenced and filed by youwithin such one (1) year time period shall be barred,withoutregardto anyother limitationsperiodsetforthbylaworstatute. 24.5. Youunderstand and agree that any additionalsecondarylocation(s) that you request to be added shall be subject to this Merchant Processing Agreement. 25. Other Terms 25.1. Force Majeure. No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire,flood,earthquake,elementsof natureor otheractsof God;(ii) any terroristattacksoroutbreakorescalationofhostilities,war,riotsorcivil disordersin any country; (iii) any act or omissionof the other party or any governmentauthority;(iv)anylabordisputes(whetheror notemployees’ demandsarereasonableorwithintheparty’spowerto satisfy);or (v) the nonperformanceby a Person for any similar cause beyond the reasonable 23.13. Notices. You agree to notify us of any change in your name, typeof business,or anyotherinformationrequiredon yourMerchant Processing Application at least thirty (30) business days prior to the effective date of change.Any notice or other communication required or permittedto be givenhereundershallbein writing,addressedor WFB2210(Rev00 –10/19)32 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 25.5. Severability. The parties intend every provision of this Agreement to be severable. If any part of this Agreement is not enforceable, the remaining provisionsshall remain valid and enforceable. control of such party, including without limitation, failures or fluctuations 25.6. Entire Agreement; Waiver. This Agreement constitutes the entire Agreementbetweenthepartieswithrespectto thesubjectmatterthereof and supersedes any previous agreements and understandings. A party’s waiverof a breachof any term or condition of this Agreement shall not be deemed a waiverof anysubsequentbreachof the same or anothertermor condition. 25.2. Compliance with Laws. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it. You further agree to cooperate and provide information requested by Servicers, as Servicers determine necessary, to facilitate Servicerscompliance with any applicable lawincluding without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury. Without limiting the foregoing, you acknowledge and agree that “restricted transactions” as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulations GG (“Restricted Transactions”) issued thereunder are prohibited frombeingprocessed throughyour Account or any relationship between you and the Bank. You represent and warrant that you will not submit such Restricted Transactions for processing through your Account. Youfurther acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the UnlawfulInternetGambling EnforcementAct,31 U.S.C.Section 5361et seq, as may be amendedfromtime to time, or those involving any Person listed on the U.S. Department of Treasury,Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of transactions in certain jurisdictionspursuant to 31 CFR Part 500 et seq. and other lawsenforced by the Office of Foreign Assets Control (“OFAC”) or in connection with illegal activity of any kind. 25.7. Amendment. We may modify any provision of this Agreement by providing written notice to you. You may choose not to accept the requirements of any such change by terminating the Agreement within twenty (20) days of receiving notice. If you choose to do so, notify us that you are terminating for this reason so that we may waive any early termination fee thatmightotherwise apply. For purposes of thissection, in addition to Electronic Communications (as further described in Section 25.13) an electronic or “click-wrap” notice intended to modify or amend this Agreement and which you check “I Accept” or “I Agree” or otherwise acceptthroughan electronicprocess,shallconstitute a writing as required herein.Thissection 25.7 does not apply to fee changes, which are governed bySections5.5and5.6. 25.8. Third Party Beneficiaries. Our respective Affiliates and any Persons we use in providing the Services are third party beneficiaries of this Agreement and each of them may enforce its provisions as it was a party hereto. Except as expressly provided in this Agreement, nothing in thisAgreementis intended to confer upon any Person or entity other than the parties any rights or remedies, and the parties do not intend for any Personsto be third-partybeneficiariesof thisAgreement. 25.9. Card Organization Rules. The parties acknowledge that the Visa, Mastercard , American Express, Discover and PayPal Card Organization Rules give Visa, Mastercard ,Discover and PayPal, certain rights to require terminationor modificationof thisAgreementwithrespectto transactions involving Visa, Mastercard , Discover and PayPal Cards and the Visa, Mastercard , Discover and PayPalCard systems and to investigate you. The partiesalsoacknowledgethatissuersof other Cards, for which we perform services on your behalf, may have similar rights under their applicable Card Organization Rules with respect to this Agreement’s applicability to transactions involving such other Cards. In the event we identify a suspected restricted transaction, we may blockor otherwisepreventor prohibitsuchtransaction,wemayclosethe Account or end the relationship, and we may seek any other remedies availableto usunderthisAgreementor otherwise. 25.3. Notices. Except as otherwise specifically provided, all notices and othercommunicationsrequiredorpermittedhereunder(otherthanthose involving normal operational matters relating to the processing of Card transactions) shall be in writing, to you at your address appearing in the Application, or via Electronic Communications (as further described in Section 25.13), including but not limited to the e-mail address you have provided on the Application. If to us at our address appearing in Section 41.4 of this Agreement, with a copy to Attention: General Counsel’s Office, 3975 N.W.120th Avenue,Coral Springs, FL 33065. Notices shall be deemed to havebeen given(i) if sent by mail or courier,upon the earlierof five (5) days after mailing of when actually received or, in the case of courier, when delivered, and (ii) if sent by facsimile machine, when the courier confirmation copy is actually received. Notice given in any other manner shall be effective when actually received.Notices sent to your lastknown address (including e-mail address), as indicated in our records, shall constitute effective notice to the Merchant under this Agreement. 25.10. Publicity. Client may not use our logo, name, trademark, or servicemarkof Processorand/orBankin anymanner,includingwithout limitation,in anyadvertisements,displays,or pressreleaseswithoutthe priorwrittenconsentofProcessorandBank. 25.11. Electronic Communicatiions and E-Sign Consent Agreement. 1.Consent. By signing the Confirmation Page, you consent and agree that: a. Servicers can provide disclosures required by law and other information aboutyour legalrightsand duties to youelectronically(rather thaninpaperform). b. Where required or requested, your electronic signature (via “click- through” or other method) on agreements and documents relating to the Clover Service or the Services has the same effect as if you signed them in ink.Notwithstanding the above, all bankruptcy or collection related, notices must be sent to the following address – Merchant Services Dept., 5251 Westheimer Road, Fourth Floor Houston, Texas77056 Attn: Bankruptcy, and Collection Notifications. All such notices must include the related merchant name and merchant number. Failure to provide Notice to this address or include this pertinent merchant information will be deemed ineffective. All notices must include your merchant name(s) and merchant number(s). Failure to provide notice in the manner described in this Section will be deemed ineffective. c. Servicers can send all communications, billing statements, amendments, notices, documents, and other disclosures or communications, or other information regarding the Clover Service or the e-mailat the last known e-mail address that you provide to us, which will be 25.4. Headings. The headings contained in this Agreement are for convenience of reference only and shall not in any way affect the meaning or construction of any provisionof thisAgreement. WFB2210(Rev00 –10/19)33 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ,Discover, PayPal and American Express you should also consult thosed. If you want a paper copy, you can print a copy of the Disclosure or downloadtheinformationforyourrecords. The requirements set forth in these Operating Procedures will apply unless prohibited by law. You are responsible for following any additional or conflicting requirements imposed by your state or local jurisdiction. e. This consent applies to all future Disclosures sent to you in connection with the Clover Service, the Services, the Agreement, or your use of the Clover Service or the Services as defined in the Agreement. 26. Mastercard, Visa, Discover,PayPal and American Express Acceptancef. Youagree to maintain a valid email address and keep your email addresscurrentwithus at alltimes.Youunderstandandacknowledgethat access to the Internet, e-mail and the worldwide web are required for you to access Disclosures, and you confirm that you have such access. You understand that there may be costs related to accessing Disclosures (e.g. youmayhavetopurchaseinternetservices,softwareorhardware),andyou agree that you are responsible for any such related access costs. At our discretion, we may choose to discontinue or resume sending Disclosures at any time provided that if we elect not to send a document,notice or communicationelectronically,wewillinsteadsendthesamein paperform. Youacknowledge that if for any reason you are not able to open a readable version of Disclosures that we send to you, it is your responsibility to contactus to notify us of the same and to requesta copy in paperform. 26.1. Card Descriptions. At the point of sale, the Card must be carefully examined to determine whether it is a legitimate and valid Card and not visibly altered or mutilated. The name of the Card (e.g., Visa, Mastercard, Discover,PayPalor American Express) should appear in bold letterson the Card. For all Mastercard and Visa Cards and some Discover Cards, the Card Issuer (e.g., XYZ Bank, etc.) should also appear in bold letters on the Card. The following is a description of the authorized Visa, Mastercard, Discover, PayPal and American Express Card designs: Visa: The Visa Brand Mark must appear in blue and gold on a white background in either the bottom right, top left, or top right corner. Embossed/Unembossed or Printed Account Number on valid cards begins with “4.” All digits must be even, straight, and the same size. The Four to Six Digit Bank Identification Number (BIN) must be printed directly below the account number. This number must match exactly with the first four digits of the account number. The Expiration or “Good Thru” date should appear below the account number. The Mini-Dove Design Hologram may appear on the back of the card. The three-dimensionaldove hologram should appear to move as you tilt the card. The Magnetic-Stripe is encoded with the card’s identifying information. The Card Verification Value 2 (CVV2) is a three-digit code that appears either in a white box to the rightof the signature panel,or directly on the signature panel.Portions of the account number may also be present on the signature panel. CVV2 is used primarily in card-absent transactions to verify that customer is in possession of a valid Visa card at the time of the sale The Signature Panel must appear on the back of the card and contain an ultraviolet element thatrepeatstheword“Visa®.”It may vary in length. The words“Authorized Signature” and “Not Valid Unless Signed” must appear above, below, or beside the signature panel. If someone tried to erase the signature panel; the word ‘VOID” will be displayed. Chip cards contain a small embedded microchip that is virtually impossible to copy or counterfeit. Chip Antenna for contactless cards, the interface can be an antenna embedded into the back of the card and connected to the chip. A contactless transaction works at terminals through the radio frequency wave between the card and the terminal. You are required to familiarize yourself with the new design by consulting the document entitled“Card Acceptance Guidelines for Visa Merchants” and Chargeback Management Guidelines for Visa Merchants You may download the document from Visa’s website at http://www.visa. com/merchant. 2. Legal Effect. By consenting, you agree that electronic Disclosures have the same meaning and effect as if Servicers provided paper Disclosures to you. When Servicers send you an email or other electronic notification alerting you that the Disclosure is available electronically and makes it available online, that shall have the same meaning and effect as if Servicers provided a paper Disclosure to you, whether or not you choose to view or print or download theDisclosure. 25.12. IRS Reporting. Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring entities and third party settlement organizationsarerequiredto filean informationreturnwiththeIRSfor each calendar year beginning January 1, 2011, reporting all payment cardtransactionsandthirdpartynetworktransactionswithmerchants occurring in that calendar year. Accordingly, you will receive a Form 1099K reporting your gross transaction amounts for each calendar year beginning withtransactionsprocessedincalendaryear2011. In addition, amounts reportable under Section 6050W are subject to backup withholding requirements. We are required to perform backup with holding by deducting and withholding income tax from reportable transactions if (a) you fail to provide your taxpayer identification number (TIN) to us, or (b) the IRS notifies us that the TIN (when matched with the name) provided by you is incorrect. Accordingly, to avoid backup withholding from your daily merchant funding amount, it is very important that you provide us with the correct name and TIN that you use when filing the taxreturn thatincludesthetransactionsforyourbusiness. PLEASE NOTE THAT VARIOUS STATES MAY HAVE ADDITIONAL REPORTING/WITHHOLDING REQUIREMENTS Mastercard: The Mastercard symbol appears on the front or back of the Card. The Mastercard hologram is a 3 dimensional with a repeat “Mastercard” printed in the background. In addition, the words Classic, Preferred, Gold or Business may appear. When rotated, the hologram will reflect light and appear to move. Mastercard account numbers are sixteen(16)digits,andthefirstdigitisalwaysa two (2) or five(5).Thefirst four digits of the account must be printed directly below the embossed number.Thesignaturepanelistamperevidentwiththeword“Mastercard” printedin multiplecolorsat a 45ºangle.Formagneticswipedtransactions, remember to compare the signature on the back of the card with the cardholder’ssignature on the receipt.The 4 digitsprinted on the signature panel must match the last 4 digits of the account number, followed by the 3 digit indent printed CVC2 number. A Chip may be present on the card. The cardholder will be promptedto enter a uniquepersonalidentification number or PIN when the card is inserted into a chip capable payment terminal.PayPass®contactlesspaymenttechnologymaybepresenton card.A signatureisnotrequiredforPayPass®“tapped”transactionsbelowa specified limit. You are required to familiarize yourself with the new design by consulting a document “Mastercard Card Identification Features.”You B. Operating Procedures This part of the Program Guide (through Section 39) describes the procedures and methods for submitting Credit Card transactions for payment, obtaining Authorizations, responding to Chargebacks and Media Retrieval Requests, and other aspects of the operations of our services. Processor is a full-service financial transaction processor dedicated, among other processing services, to facilitating the passage of your Sales Drafts back to the thousands of institutions who issue the Mastercard,® Visa® , Discover and American Express Cards carried by your customers, as well as to the independent Card Issuers of American Express® and Optima. The Operating Procedures contained in this part focus primarily on the Mastercard, Visa and Discover and PayPal and American Express Card Organization Rules, and seek to provide you with the principles for a sound Card program; however, you should consult the Card Organization Rules for complete information and to ensure full compliance with them. They are designed to help you decrease your chargeback liability and train your employees. (In the event we provide Authorization, processing or settlement of transactions involving Cards other than Mastercard, Visa WFB2210(Rev00 –10/19)34 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Diners Club International:maydownloadthedocumentfromMastercard’swebsiteathttp://www. mastercardmerchant.com/us/merchant.A Diners Club International Acceptance Mark in upper left corner.• Discover: The Discover Network includes Discover, Diners Club International, JCB, UnionPay, BCCard and Dinacard. Valid standard rectangular plastic Cards bearing a Discover® Acceptance Mark include the following common characteristics and distinctive features. • Embossed14 – digitAccountNumber(beginswith36). • • Embossed digits on the card must be clear and uniform in size and spacing within groupings.• The Discover Acceptance Mark may appear on the lower right corner of the front,back,or both sides of the Card. • Embossed expiration data appearsin mm/yy format and indicatesthe last month in which the Card is valid.• Cards display either a three-dimensionalhologramon the front or back of the Card or a three-dimensional holographic magnetic stripe on the back of the Card. Valid Cards do not display holograms on both front and back. Note: Some valid Cards bearing a Diners Club International Acceptance Mark display a printed, unembossed Card number. If a Card sale involving a Diners Club International Card with an unembossed Card number cannot be completed by swiping the card through the POS Device, the card should not be accepted.If submitted, suchcard sale may be subjectto Dispute. • Card Numbers may be embossed or unembossed and will appear on either the front or back of a Card. Card Numbers begin with the number “6” and are composedof 16 digitsthatshould be clear and uniformin size and spacing. Union Pay:• The Cardholder name, and if applicable, business name, may be embossedor unembossedandwillappearon either the front or backof the Card. •A16–digitCardnumberstartingwith“622,”“624,”“625,”“626,”or“628” is embossed on the front of the Card. • The “Valid Thru” date may be embossed or unembossed and will appear on either the front or back of a Card in mm/yy format that indicates the last month in which the Card is valid. • Embossed digits on the Card should be clear and uniform in size and spacing. • The embossed expiration date appears in mm/yy formatand indicates the last month in which the Card is valid.• The words “DISCOVER” or “DISCOVER NETWORK” appears on the front of the Card under an ultravioletlight.• The Card contains a magnetic stripe. • The signature panel displays the words “DISCOVER” or “DISCOVER NETWORK” and may vary in size. Cards may contain a panel that includes an ultraviolet image of the word “DISCOVER.” An underprint of “void” on the signature panel becomes visible if erasure of the signature is attempted. • A three-dimensional hologram image of Heaven Temple in the foregroundwith Chinese charactersin the background appearson the front of all such Cards. The hologram reflects light as it is rotated. •“Valid Thru” and the Cardholder name (which may not be in English) are embossed on the frontof the Card.• The last four digits of the Card Number may be displayed on the back of the Card and are commonly printed in reverse indent printing on the signaturepanel. •The CID appears on the upper right corner of the signature panel. Note: Text on Cards bearing a China UnionPay Acceptance Mark may not be printed in English.• On embossed Cards, a security character, displayed as an embossed stylized “D” may appear on the front of the Card.JCB: • The 3-digit CID is printed on the back of the Card in a separate box to the rightof the signature panel.•Card Numbers are made up of 16 digits,startingwith“35”embossedor printed on the frontof the Card. NOTE: Valid Cards may not always be rectangular in shape (e.g., Discover 2GO Cards). Certain valid unembossed Cards or Contactless Payment Devices approved by us for use in accessing Card Accounts (e.g., contactless stickers, key fobs, and Mobile Commerce Devices) andto conduct Contactless Card Transactions may not display the some features described above. Card expiration date and other features listed above are not displayed on such Contactless Payment Devices. • Embossed digits on the Card should be clear and uniform in size and spacing within groupings. • The Cardholder name and, if applicable, business name embossed on the front of theCard. • A JCB AcceptanceMarkappearson thefrontof theCard. • A three-dimensional hologram image of rising sun, rainbow, and “JCB” in micro lettering appearson either the front or the back of the Card.The hologramreflectslightas it is rotated. NOTE: For unembossed Cards used to conduct a Card Present Card Sales, Merchants must obtain an Authorization Response electronically using a POS Device. A Card Sale involving an unembossed Card may be subject to Dispute if the Merchant “key enters” Card information into a POS Device and does not use the electronic Authorization procedures. • The embossed expiration date appearsin mm/yyor mm/dd/yyformat on the front of the Card and indicates the last month in which the Card is valid. The features indicated below are found on valid Contactless Chip Payment Devices approved for use in accessing Card Accounts and to conduct Contactless Card Transactions: • The Card contains a magnetic stripe on the back of theCard. • The name “JCB” appears in ultraviolet ink on the left bottom of the front of the Card when held under an ultravioletlight. • Standard, plastic rectangular Cards that are also Contactless Chip PaymentDevices bear the security featuresdescribed above.• The first four digitsof the Card number match the 4-digitnumber pre- printed just belowthe embossed Card number of the frontof the Card. • Contactless Chip Payment Devices other than Mobile Payment Devices bear the ContactlessIndicator.• The first four digits of the Card number displayed on the signature panel on the back of the Card match the last four digits of the Card number that appears on the front of the Card.• Contactless Magnetic Stripe Payment Devices bear the Discover Zip Indicator • The last four digits of the Card number on the back of the Card followed by the 3-digit CID.• Other Acceptance Mark as described below for Diners Club International, JCB, and UnionPay. WFB2210(Rev00 –10/19)35 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Card must compare favorably with the signature on the Sales Draft. The• An overprint on the signature panel reads “JCB” in two colors, blue and green. • Some Cards have an embedded integrated circuit chip on the front of the Card. • The words “Good Thru,” “Valid Dates,” “Valid Thru,” or “Expiration Date”must be printedneartheexpirationdate.Thecorrespondingwords in the language of the country where the JCB Card is issued may also be printed. The words“Month/Year”or thecorrespondingwordsin the language of the country where the JCB Card is issued may be printed aboveorbelowtheexpirationdate. Visa, Mastercard , Discover, PayPal and American Express: If the signature panel on the Card is blank, in addition to requesting an Authorization, you must do all the following: • Review positive identification bearing the Cardholder's signature (such as a passportor driver’slicense that has not expired) to validatethe Cardholder’sidentity. Note: Some valid Cards bearing the JCB Acceptance Mark will have a printed, unembossed Card number on the Card. If a Card sale involving a valid, JCB Card with an unembossed Card number cannot be completed by swiping the Card through the POS Device, the Card should not be accepted. If submitted, such Card sale may be subject to dispute. • Require the Cardholder to sign the signature panel of the Card prior to completing the Transaction. 26.4. Users Other Than Cardholders. A Cardholder may not authorize another individualto use his/her Card for purchases. Be sure the signature on the Card matches with the one on the Sales Draft. Furthermore, any Card having two signatures on the back panel is invalid and any sale made with this Card can result in a Chargeback. For Cards bearing a photograph of the Cardholder, ensure that the Cardholder appears to be the person depicted in the picture which appears on the Card. If you have any questions, call the Voice Authorization Center and request to speak to aCode10operator. PayPal Tokens: • PayPallogo appearson the frontof the card with allremaining features appearingon the back of the card • The followingfeaturesappearon the back of the card: ii.Last 4 digits of the Account Number printed on the PayPal Card Token 26.5. Special Terms. If you limit refund/exchange terms or impose other specific conditions for Card sales, you must provide proper disclosure to the Cardholderat the time of transaction in accordance with applicable law. If applicable, the words “No Exchange, No Refund,” etc. must be clearly printed on the SalesDraftnear or above the Cardholder’s signature. The Cardholder’s copy, as well as your copy, must clearly display this information near or above the Cardholder’s signature. Applicable disclosures will vary by transaction type. iv.Tamper proof signature panel followed by a 3 digit CID value • The full token card number does not appear anywhere on thecard. • Transactions processed using PayPal Card Tokens that do not have all of these featuresmay be subjectto Dispute under the Dispute Rules. American Express: • All American ExpressCard Numbersstartwith “37” or “34.”The Card number appears embossed on the front of the Card.Embossing must be clear, and uniform in sizing and spacing. Some Cards also have the Card Number printed on the back of the Card in the signature panel. These numbers, plus the last four digits printed on the Sales Draft, must match. During a liquidation and/or closure of any of your outlets, locations and/ or businesses, you must post signs clearly visible to customers stating that “All Sales Are Final,” and stamp the Sales Draft with a notice that “All Sales Are Final.” • Pre-printed Card Identification (CID) Numbers must alwaysappear Generally do not give cash, check or in store credit refunds for Card sales. Visa allows for the following exclusions: a cash refund to the Cardholder for a Visa Easy Payment Transaction, a cash refund, Credit, or other appropriate form of Credit to the recipient of a gift purchased as a Mail/ Phone Order transaction, or a cash refund or in-store Credit for a Visa prepaid card transaction if the Cardholder states that the Visa prepaid card has been discarded. NOTE: A disclosure does not eliminate your liability for a Chargeback. Consumer protection laws and Card Organization Rules frequently allow the Cardholder to dispute these items notwithstanding suchdisclosures. above the Card Number on either the right or left edge of the Card. • Only the person whose name appears on an American Express Card is entitledto use it.Cardsarenottransferable. • Some Cards contain a holographic image on the front or the back of the plastic to determine authenticity. Not all American Express Cards have a holographic image. • Some Cards have a chip on which data is stored and used to conduct a transaction. • The signature on the back of the Card must match the Cardholder’s signature on the Sales Draft, and must be the same name that appears on the front of the Card. The signature panel must not be taped over, mutilated,erasedorpaintedover. 26.6. Delayed Delivery Transactions or Deposit Balance. In a delayed delivery transaction where a Cardholder makes a deposit toward the full amount of the sale, you should execute two separate Sales Drafts (each completedfullyasdescribedin Section 28.1.), the first for a depositandthe secondfor paymentof the balanceupon deliveryof the merchandiseor the performanceof theservices. • Some Cards also have a three digit Card Security Code (3CSC) number printedon thesignaturepanel. 26.2. Effective/Expiration Dates. At the point of sale, the Card should be carefully examined for the effective (valid from) (if present) and Visa: You must obtain an Authorization for each Sales Draft on each transaction date. You must assign the separate Authorization numbers to each Sales Draft, respectively. You must note on such Sales Drafts the words “delayed delivery,” “deposit” or “balance,” as appropriate, and the authorization dates and approval codes. expiration (valid thru) dates which are located on the face of the Card.The Mastercard: For Mastercard transactions, you must obtain an Authorization for each Sales Draft on each transaction date. You must note on both Sales Drafts the words “delayed delivery,” “deposit” or “balance,” as appropriate, and the authorization date and approval code.26.3. Valid Signature. Check the back of the Card. Make sure that the signature panel has not been disfigured or tampered with in anyfashion (an altered signature panel may appear discolored, glued or painted, or showerasuremarkson thesurface).Thesignatureon the back of the NOTE: For Visa and Mastercard transactions, If delivery is more than twenty-five (25) days after the original transaction date and the initial WFB2210(Rev00 –10/19)36 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Cardholder’sconsentmust include (1) a detailed description of the goodsAuthorization request, you should reauthorize the unprocessed portion of • doobtainanauthorizationapproval; • do complete aSales Draft; and •if you cannot deliver the goods or services (for example, because custom-orderedmerchandisecannotbe fulfilled)andcannotmakeother Discover: For Discover transactions, you must label one Sales Draft “deposit” and the other “balance,” as appropriate.For Card Not Present transactions involving an advance payment: You shall submit Authorization requests you receive and await receipt of the Authorization Response prior to completing the Card sale. A positive Authorization Response will remain valid for thirty (30) calendar days from the date of the Authorization responsefor Card sales in the car rental industry,airline andpassengerrailway industries, the lodging industry and other travel MCCs including passenger transport and all International Card sales. A positive Authorization response will remain valid for ten (10) calendar days from the date of the Authorization response for Card sales in all other industries and MCCs. •do ensure that the Sales Draft contains the words “Advance Payment”; and •within twenty-four (24) hours of the advance charge being authorized, doprovidethecardholderwithwrittenconfirmation(forexample,byemail In addition, you must complete Address Verification at the time of the “balance” authorization, and you must obtain proof of delivery upon deliveryof the services/merchandisepurchased. You may not submit sales data relating to the “balance” to us for processing until the merchandise/ servicepurchasedhasbeencompletelydelivered. 26.7. Recurring Transaction and Preauthorized Order Regulations. If you process recurring transactions and Charge a Cardholder’s account periodically for recurring goods or services (e.g., yearly subscriptions and annual membership fees, etc.), the Cardholder shall complete and deliver to you a Cardholder approval for such goods or services to be charged to his account. The approval must at least specify the Cardholder’s name, address, account number and expiration date, the transaction amounts, the frequency of recurring Chargesand the duration of time for which the Cardholder’s permission is granted. For Discover transactions, the approval must also include the total amount of recurring Charges to be billed to the Cardholder’s account, including taxes and tips and your Merchant Number. American Express: For American Express Card transactions, you must clearly disclose your intent and obtain written consent from the Cardholder to perform a delayed delivery transaction before you request an Authorization. You must obtain a separate Authorization Approval for each delayed delivery transaction on their respective Charge dates and clearly indicate on each record that the Charge is either for the deposit or for the balance of the transaction. You must submit the delayed delivery transactionrecordfor the balanceof the purchase only after the itemshave been shipped, provided or services rendered. For deposits, submission must be on the date the Cardholder agreed to pay for the deposit for the purchase. For balances, submission must be on the date the items are shipped,providedor servicesrendered.Youmust submitand If the recurring transaction is renewed, the Cardholder must complete and deliver to you a subsequent written request for the continuation of such goods or services to be charged to the Cardholder’saccount. You may not complete a recurring transaction after receiving a cancellation notice from the Cardholder or Issueror after a requestforAuthorizationhasbeen denied. Authorize each delayed delivery transaction under the same Merchant Identification Number and treat deposits on the Card no differently than youtreatdepositson allotherpaymentproducts. If we or you have terminated this Agreement, you may not submit authorization requests or sales data for recurring transactions that are due after the termination date of this Agreement. , and you must inform Cardholders for which you have submitted the recurring transactions that you no longer accept the Card.Advance Payment Charges. Please follow the procedures set out in thissection if you permit or requirecardholderstomakeadvancepaymentchargesfor:You must obtain an Authorization for each transaction and write “Recurring Transaction” (or “P.O.”for Mastercard transactions/ “Signature on File” for American Express) on the Sales Draft in lieu of the Cardholder’s signature. A positive authorization response for one recurring transaction Card Sale is not a guarantee that any future recurring transaction authorization request will be approved or paid. • customorders(forexample,ordersforgoodsto be manufacturedtoa customer’s specifications); • ticketingforeventsor entertainment(forexample,sportingeventsor concerts); • tuition,room,board,andothermandatoryfees(forexample,libraryor otherstudentsservicesfeesatuniversities); For all recurring transactions, you should submit the 3-digit CID with thefirstauthorizationrequest,butnotsubsequentauthorizationrequests. Discover Card Organization Rules specifically require that you follow this CID procedure for Discover recurring transactions.• ticketsfor airlines,rail lines,cruise lines, lodging, and other travel- relatedservices(forexample,toursorguidedexpeditions); Also, for Discover recurring transactions, the Sales Draft must include a general description of the transaction, your merchant name and a toll-free customer service number that the Cardholder may call to obtain customer assistance from you or to cancel the written approval for the recurring transaction. • vehiclerentals;or • in-store merchandise not immediately available (for example, merchandisepre-purchasedforan upcoming sale event or merchandiseon layaway). For all advance payment transactions:For American Express recurring transactions you should periodically verify with Cardholder that their information (e.g., Card Number, expiration date, billing address) is still accurate. This will improve the likelihood of obtaining an approval to an Authorization request. • do state your full cancellation andrefund policies; • do clearly disclose your intention to receiveadvancepayment; • beforeyourequestan authorization,doobtainwrittenconsentfrom the cardholderto bill the card for an advancepaymentcharge; the The method to secure consent for recurring Charges must contain a WFB2210(Rev00 –10/19)37 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • Processa refund for the fullamountpaid if unable to adhere to the terms of the sale or service.disclosure that you may receive updated Card account information from • Do include the installment payment indicator in the authorization request. • Don’t impose a convenience fee in connection with an installment • Ensure that your process for cancellation of recurring billing is simple payment. andexpeditious;• Don’tprocessinstallmenttransactionsat intervalsless than. - 7calendardays.• Clearly and conspicuously disclose all material terms of the option, including, if applicable, the fact that recurring billing will continue until the option is cancelled by theCardholder;- Monthly anniversary of the shipment date for the U.S. region. 26.9. Certain Rules and Requirements. The following rules are requirements strictly enforced by Visa, Mastercard and Discoverand PayPal: • Within twenty-four (24) hours of incurring the first recurring billing Charge, provide the Cardholder written confirmation (e.g., email or facsimile) of such Charge, including all material terms of the option and detailsof yourcancellation/refundpolicy;and •Your minimum Credit Card acceptance amount cannot exceed $10.00. Such minimum amount must be established to all Credit Cards regardless• Where the material terms of the option change after submission of the first recurring billing Charge, promptly notify the Cardholder in writing of such change and obtain the Cardholder’s express written consent to the new terms prior to submitting another recurring billing Charge. The cancellation of an American Express Card constitutes immediate cancellation of that Cardholder’s consent for recurring Charges. American Express will not have any liability from such cancellation. If an American Express Card is cancelled or a Cardholder withdraws consent to recurring Charges, you are responsible for arranging another form of payment with the Cardholder. •Youcannot impose a surcharge or fee for accepting a Debit Card or PayPal Cards. • Youcannot establish any special conditions for accepting a Card.Allrecurringtransactionsor preauthorizedordersmaynotincludepartial paymentsfor goodsor servicespurchased in a single transaction.•Youcannot require the Cardholder to supply any personal information (e.g., home or businessphonenumber;homeor businessaddressincludingYou may not impose a finance charge in connection with a Recurring Transaction or Preauthorized Order. If you process recurring payment transactions, the Recurring Payment Indicator must be included in each Authorization request, and as applicable, each Batch submission entry. Penalties can be assessed by the Card Organizations for failure to use the Recurring Payment Indicator. • Any taxrequired to be collected must be includedin the total transaction amount and not collected in cash.26.8. PaymentsByInstallments. If you process multiple payments for a single purchase of goods or services over a periodof time basedon an agreementbetween a Cardholderanda merchant(forexamplea car payment or furniture purchase)pleasefollowtheproceduressetoutin thissection: • Youcannot submit any transaction representing the refinance or transfer of an existing Cardholder obligation deemed uncollectible, for example,a transactionthat hasbeen previously charged back,or to cover a dishonoredcheck. • Do obtain written Cardholder approval for goods or services to be charged on an installment basis to the Cardholder’s account at the time of the first transaction.Approvalmust at leastspecify: • Youcannot accept a Visa Consumer Credit Card or commercial Visa Product,issued by a U.S.Issuer to collector refinance an existing debt. • You must create a Sales Draft or Credit Draft for each Card transaction and deliver at least one copy of the Sales Draft or Credit Draft to the Cardholder. - Terms of service. - Timing of delivery toCardholder. - Transactionamount.• If you accept Card checks, your Card check acceptance policy must treat the acceptance of checks from all payment card brands that you accept equally. (e.g., if you accept Mastercard, Visa and Discover, your check acceptance policy must treat checks for all three payment card brands equally). You should handle these Card checks like any other personal check drawn upon a bank in the United States. - Total purchaseprice. - Terms of future payments,including dates,amounts,currency, cancellation and refundpolicies. - Any associated charges, including shipping and handling charges and any applicable tax.• Failure to comply with any of the Card Organization Rules may result in • Installment transaction amount must an less than the total price of the merchandise or services purchased (may include interest charges, except in the US Region) and must be applied to the total obligation. finesorpenalties. U.S. merchants may engage in any of the following: • You may direct customers to a particular brand or type of general purpose card or a particular form of payment. U.S. merchants may also encourage customers who initially present a Visa Card to use a payment card with a differentnetworkbrand,a differenttypeof paymentcardor a differentformof payment. • Do obtain authorization foreachtransaction. • Contact Cardholder in writing if authorization is declined, and allow at least 7 days for payment by other means. • Provide the followingto the Cardholder within 3 businessdaysif they cancelwithin the terms of the cancellation policy.• You may provide a discount/incentive for a consumer to pay with cash, check, Credit Card, Debit Card, etc., however, you must clearlyand conspicuously disclose the discount to consumers. Also, you must offer the- Cancellationor refundconfirmationin writing. - Credit transaction receipt for the amount specified in the cancellation policy. WFB2210(Rev00-10/19)38 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 efforts, by reasonable and peaceful means to retain the Card while makingdiscount to all consumers and you cannot discriminate based upon Card in Section 26.10. • You may offer a discount or rebate, including an immediate discount or rebateat thepointof sale;26.10.7. MastercardrevisedstandardsrelatedtotheuseofMobile POS (“MPOS”) terminals. • You may offer a free or discountedproduct,serviceor enhancedservice; • You may offer an incentive,encouragement,or benefit;Merchantswithlessthan$100,000inannualMastercardtransaction volume may use Chip only MPOS terminals; • You may express a preference for the use of a particularbrand or type of generalpurposecardor aparticularformof payment;•That do notsupportmagneticstripe capture and cannot print a paper Transactionreceipt. • Youmaycommunicate to a customer the reasonablyestimated or actual costs incurred by the merchant when a customer uses a particularbrand or type of general purpose card or a particular form of payment or the relative costs of using different brands or types of general purpose cards or different forms of payment. NOTE: Visa Consumer Debit and Visa Business Debit Card products including prepaid card type can be accepted to collect or refinance an existing debt; or •Have a contact chip reader and magnetic stripe- reading capability but does not support PIN as a Cardholder Verification Method (“CVM”) for • Chip-onlyMPOSTerminal. Merchants with less than $100,000 in annual Mastercard transaction volume may use MPOS terminals or Chip-only MPOS solutions that do notsupportelectronicsignaturecaptureto completea transactionwithout obtaining a CVM.• You may engage in any other practices substantially equivalent to the above. Please Note: Merchants with more than $100,000 in annual transactions may use MPOS terminals if the MPOS terminal complies with Mastercard’s requirements for POS terminals or hybrid POS terminals (if chip cards are accepted). • You will inform the Cardholder that you are responsible for the Card transaction including your goods and services and for related customer service,dispute resolution andperformance of the termsand conditionsof thetransaction. 26.11. Deposits of Principals. Owners, partners, officers and employees of your business establishment, and the guarantors who signed the Application, are prohibited from submitting Sales Drafts or Credit Drafts transacted on their own personal Cards, other than transactions arising from bona fide purchases of goods or services in the ordinary course of your business.Suchuse in violation of this Section 26.11 is deemed a cash advance,and cashadvancesare prohibited. 26.10. Card Acceptance. If you have indicated either in the Merchant Processing Application or by registering with us at least thirty (30) days in advance that, as between Non-PIN Debit Card transactions and Credit Card transactions,youwill limityour acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Credit Card transactions, thenthefollowingtermsin thisSection26.10willapply: 26.10.1. You will be authorized to refuse to accept for payment either Non-PIN Debit Cards or Credit Cards that are issued within the United States. You will, however, continue to be obligated to accept all foreign issued Credit or Debit Cards issued by Mastercard, Visa or Discover so long as you accept any type of Mastercard, Visa or Discover brandedCard. 26.12. Merchants in the LodgingIndustry. 26.12.1. Generally. There are additional rules and requirements that apply to merchants in the lodging industry for practices including,but not limited to, Guaranteed Reservations and Charges for no shows, advance deposits,overbookings,and priority checkout.If you are a merchant a lodging merchant and wish to participate in the Card Organization lodging services programs, please, contact your sales representative or account manager for detail and the appropriate Card Organization Requirements. Failure to do so could result in additional charges or termination of this Agreement. 26.10.2. While many Debit Cards include markings indicating debit (such as “Visa Checkcard, Visa Buxx, Gift Card, DEBIT, or Mastermoney), many Debit Cards may not include such markings. It will be your responsibility to determine at the point of sale whether a Card is of a type that you have indicated that you will accept. Youagree to institute appropriate systems and controls to limit your acceptance to the Card types indicated. You may purchase a table of ranges of numbers currently associated with Debit Card transactions upon execution of confidentiality/ non-disclosure agreements required by the Card Organizations. You will be responsible for updating your systems to utilize such tables and to obtain updated tables. You must safeguard BIN information provided by us. If you share our provided BIN information with a third party to use on your behalf, you must require they safeguard it also and use it only for card type identification at the POS. 26.12.2. Lodging Service Services Programs. In the event you are a lodging merchantand wish to participate in Visa’sand/orMastercard’s lodging services programs, please contact your sales representative or account manager for details and the appropriate Mastercard and Visa requirements. 26.12.3. Written Confirmation of Guaranteed Reservations. You mustprovidetheCardholderwithwrittenconfirmationof a guaranteed reservation.Theconfirmationmustcontain: 26.10.3. To the extent thatyouinadvertently or intentionally accept a transaction other than the type anticipated for your account,such transaction will downgrade to a higher cost interchange and you will be billed the difference in interchange (a Non-Qualified Interchange Fee), plus a Non-Qualified Surcharge (see Section 5.1 and Glossary). • Cardholder’sname as it appearson the Card, if present. • CardNumber,truncatedwhererequiredbyapplicablelawto you or us and Cardexpiration date if present, unless prohibited by applicable law to you orus. 26.10.4. Based upon your choice to accept only the Card types indicated in the Application, you must remove from your premises any existing signage indicating that you accept all Visa, Mastercard or Discover Cards and use approved specific signage reflecting your policy of accepting only Non-PIN Debit or Credit Cards. •Reservationconfirmationnumber. • Anticipated arrival date and length ofstay. • The cancellation policy in its entirety, inclusive of the date and time the cancellation privilegesexpire. • Anyotherpertinentdetailsrelatedto thereservedaccommodations.26.10.5. Even if you elect not to accept Non-PIN Debit Card transactions as provided above, you may still accept PIN Debit Card transactions if you have signed up for PIN Debit Services. 26.12.4. Cancellation of Guaranteed Reservations. If a Cardholder requestsa cancellation in accordance with Merchant’scancellationpolicy 26.10.6. If a Mastercard Card ispresented, you must use your best 39WFB2210(Rev00-10/19) DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 only use the American Express Marks as permitted by the Agreement andand specified time frames,Merchantmust provide the Cardholderwith 26.14.1. Discover Sublicense to Use Discover Program Marks. You are prohibited fromusing the DiscoverProgramMarks,as defined below, other than asexpresslyauthorizedin writing by us. “DiscoverProgram Marks” means the brands, emblems, trademarks and/or logos that identify Discover Cards, including, without limitation, Diners Club International Cards, JCB, UnionPay, BCcard, and Dinacard. Additionally, you shall not use the Discover Program Marks other than as a part of the display of decals, signage, advertising and other forms depicting the Discover ProgramMarksthatareprovidedto you by us or otherwiseapprovedin advancein writingby us. • Cardholder’sname as it appearson the Card, if present. • Card Number, truncated as required by applicable law to you or us. • Cardexpiration date,if present,unlessprohibited by applicable law to you orus. • Reservation cancellationnumber. You may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by you must be approved in advance by us in writing. • Date of cancellation. • The name of the Merchant’semployee that processed the cancellation. • Anyotherpertinentinformationrelatedto thereserved accommodations.You shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by you are sponsored or guaranteed by the owners of the Discover Program Marks. Yourecognize that you have no ownership rights in the Discover Program Marks. You shall not assign to any third party any of the rights to use the Discover Program Marks. 26.13. Customer Activated Terminals and Self-Service Terminals. Transactions are processed at customer-activated terminals and self- service terminals have specific requirements for processing. Prior to conducting Customer Activated Terminal (“CAT”) transactions or Self-Service Terminal transactions for Mastercard, Visa, Discover or PayPal you must contact us for approval and further instructions, rules and requirements that apply to CAT and Self-Service Terminal transactions. Failure to do so could result in additional charges or termination of this Agreement. 26.14.2. American Express sublicense to Use American Express Marks. You shall only use the American Express Marks as reasonably necessary to perform your obligations under the Agreement. The guidelines listed below apply to the Merchant’s use of the American Express “Blue Box”logo.Customer Activated Terminals for American Express Transactions • The “Blue Box” logo must always be shown in the pre-approved “AmericanExpressblue”or, in one or two color communications,or black. Charges for purchases at your Customer Activated Terminals (CATs) must meet the requirements for Sales Draft as detailed below: •The space around the “Blue Box”must equal at least 1/3 the size of theYou must include:box.• Full Magnetic Stripe data stream or chip Card data in all Authorization requests, and;•The“BlueBox”logominimumsizeis3/8"and1/2"isthepreferredsize. • A minimumdistanceof 1-1/2 times the size of the“Blue Box”must be allowed between the“Blue Box”logo andanotherMark.• CATindicator on all Authorization requests and Submissions. American Expresswill not be liable for actualor alleged fraudulent Charges occurring through Customer Activated Terminals (CAT) and will have the right to Chargeback for those Charges. • For additional guidelines on the use of the American Express Marks, youcanvisittheAmericanExpresswebsiteat www. americanexpress.com/ decals.26.14. Displays and Advertising. You must prominently display appropriate Visa, Mastercard, Discover, PayPal, American Express, and, if applicable, other Card Organization decals and program Marks at each of yourlocations,in catalogs,on websitesandon otherpromotionalmaterials as required by Card Organization Rules, if you elected to accept such Card payments on your Application. You may not indicate that Visa, Mastercard, Discover, PayPal or any other Card Organization endorses your goods or services. • You must remove American Express Marks from your website and wherever else they are displayed upon termination of the Agreement or if do notelect to acceptor are notauthorized to acceptAmerican Express Cards. 26.14.3. PayPal Sublicense to Use PayPal Marks. You are prohibited from using the PayPal Marks, as defined below, other than as expressly authorized in writing by us. “PayPal Marks” mean the brands, emblems, trademarks, and/or logos that identify PayPal acceptance. You may use the PayPalMarksonly to promote PayPalproducts,offers, services,processing and/or acceptance. Your use of the PayPal Marks is restricted to the display of decals, signage, advertising, and marketing materials provided or approved by PayPal in writing pursuant to the process set forth in the PayPal Card Organization Rules. You shall not use the PayPal Marks in such a way that PayPal Account Holders could believe that the products or services offered by you are sponsored or guaranteed by the owners of the PayPal Marks. You recognize that you have no ownership rights in the PayPal Marks. You shall not assign to any third party any of the rights to use the PayPal Marks. You are prohibited from using the PayPal Marks, not permitted above, unless expressly authorized in writing by PayPal. Your right to use the program Marks of the Card Organizations terminates upon the earlierof (i) if and when your right to acceptthe Cards of the respective Card Organization terminates (e.g., if your right to accept Discover Cards terminates, you are no longer permitted to use Discover Program Marks), (ii) delivery of notice by us or the respective Card Organization to you of the termination of the right to use the program Mark(s) for thatCard Organization,or (iii) termination of the license to use the program marks by the respective Card Organization to us. American Express: If you elected to accept the American Express Card on your Application, whenever payment methods are communicated to customers,or whencustomersaskwhatpaymentsareaccepted,youmust indicate your acceptance of the American Express Card and display the American Express Marks (including any Card application forms provided to you) as prominently and in the same manner as you do for any other Card or payment products.. You must not use the American Express Marks in any way that injures or diminishes the goodwill associated with theAmericanExpressMarks,nor(withoutpriorwrittenconsentfromus) indicate thatAmerican Expressendorse your goods or services.Youshall 26.15. Cash Payments by and Cash Disbursements to Cardholders. You must not accept any direct payments from Cardholders for Charges of merchandise or services which have been included on a Sales Draft; it is the right of the Issuer to receive such payments. You may not make any cash disbursements or cash advances to a Cardholderas part of a Card WFB2210(Rev00-10/19)40 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • talk fast or carry on a conversation to distractyoufromchecking the signature?transactionunlessyouarea financialinstitutionwithexpressauthorization •take the Card from a pocketinstead of a wallet? • repeatedly come back,in a short amount of time or rightbefore closing time,to makeadditionalpurchases? 26.16. Discover Cash Over Transactions. Cash Over transactions are not available for Mastercard or Visa transactions. You may issue Cash Over in connection with a Discover Card sale provided that you comply with the provisions of this Agreement including the following requirements: • cause an unusual, sudden increase in the number and average sales transactionsoveraone-tothree-dayperiod? •tell you he has been having some problems with hisIssuer and request that you call a number (that he provides) for a “special” handling or • You must deliver to us a single authorization request for the aggregate total of the goods/services purchase amount and the Cash Over amount of the Card sale. You may not submit separate authorization requests for the purchase amount and the Cash Over amount. • have a previous history of disputedCharges? •place orders to be shippedto an address other than the billing address, or useanonymous/freeemaildomains?• The Sales Draft must include both the purchase amount and the Cash Over amount, and you may not use separate Sales Drafts for the purchase amount and Cash Over amount. •placeorderssentto zip codes or countrieswhereyoushowa historyof fraudulentclaims? • Cash Over may only be offered with a Card Present Card Sale that includes a purchase of goods or services by the Cardholder. You must not issue Cash Over as a stand-alone transaction. Merchants that offer Cash Over may require the total amount of a Card Sale with a Credit product, including Cash Over, to meet a minimum transaction amount of up to $10.00. • frequentlymakepurchasesand then return goodsfor cash? • use a prepaid Card to purchase otherprepaid Cards? •use a large numbersof prepaid Cards to make purchases? Does the Card: • have characters the same size, height, style and all within alignment? • You shall not assess or charge fees of any type or amount, including any surcharges, on Cash Over transactions. None of the fees or charges applicable to Cash Advances shall be applied to Cash Over transactions. • appearto be re-embossed(theoriginalnumbersor lettersmaybe detected on the back of the Card)? • have a damaged hologram?• Cash Over may not be dispensed in connection with Credits, Cash Advances, or any Card Sale for which you are unable to electronically capture Track Data using the POS Device. • have a Magnetic Stripe on the back on the Card? • The maximum amount of cash that you may issue as Cash Over is $100.00.•have an altered signature panel(e.g.,appeardiscolored,glued or painted, orshowerasuremarksonthesurface)? (Cash Over may not be available in certain markets. Contact us for further information.)• have“validfrom”(effective)and“validthru”(expiration)dates consistentwiththesaledate? 26.17. Telecommunication Transactions. Telecommunication Card Sales occur when a telephone service provider is paid directly using a Card for individual local or long-distance telephone calls. (NOTE: pre-paid telephone service cards are not and do not give rise to Telecommunication Card Sales). Prior to conducting Telecommunication transactions you must contact us for approval and further instructions, rules and requirements. Failure to do so could result in additional charges or termination of this Agreement. If you use an electronic terminal and swipe the Card, make sure the account number displayed on the terminal and/or the Sales Draft matches thenumberontheCard.Ifyoucannotordonotverifytheaccountnumber andacceptthesale,youaresubjecttoaChargebackandcouldbedebited for the amount of the transaction. IF THE NUMBERS DO NOT MATCH, DO NOT ACCEPT THE CARD AS A FORM OF PAYMENT, EVEN THOUGH AN AUTHORIZATION CODE FOR THE MAGNETICALLY SWIPED CARD NUMBER MAY BE RECEIVED. 27. Suspect Transactions Fraud-Prone Merchandise Tips: If the appearance of the Card being presented or the person presenting the Card appears to be suspicious or you otherwise suspect fraud, you must immediately call the Voice Authorization Center and ask to speak to a Code10 operator.Answeralltheirquestionsandfollowtheirinstructions. While not proof that a transaction is fraudulent, the following are some suggestions to assist you in preventing fraudulent transactions that could result in aChargeback: • Gift Cards, jewelry, video, stereo, computer and camera equipment, shoes and men’sclothing are typically fraud-prone because they can easily beresold. • Be suspiciousof high dollar amountsand transactionswith more than one fraud-prone item, e.g., two VCRs, three gold chains, etc. If you suspect fraud: Ask yourself, does the Customer:Call the Voice Authorization Center and ask to speak to a Code 10• operator.• appear nervous/agitated/hurried? • If the terminal does not display the Card number, call the POS Help Desk for terminalassistance.• appearto be makingindiscriminate purchases(e.g.,doesnotcare how much an item costs,the size,etc.)? REMEMBER: AN AUTHORIZATION CODE ONLY INDICATES THE AVAILABILITY OF A CARDHOLDER’S CREDIT AT THE TIME OF THE TRANSACTION. IT DOES NOT WARRANT THAT THE PERSON PRESENTING THE CARD IS THE RIGHTFUL CARDHOLDER. IF PROPER PROCEDURES ARE NOT FOLLOWED AT THE TIME OF THE TRANSACTION, YOU ARE SUBJECT TO A CHARGEBACK AND YOUR ACCOUNT MAY BE DEBITED FOR THE AMOUNT OF THE TRANSACTION. • makepurchasessubstantiallygreaterthanyourusualcustomer(e.g., youraveragetransactionis$60,butthistransactionisfor$360)? • insist on taking the merchandise immediately (e.g., no matter how difficult it is to handle,isnotinterestedin freedelivery,alterations,etc.)? • appearto be purchasingan unusualamountof expensiveitemsor the same items? • take an unusual amount of time to sign the Sales Draft, or look at the back of the Card as he signs? WFB2210(Rev00–10/19)41 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 signed. Stray marks and other alterations on a Sales Draft may render it28. Completion of Sales Drafts and CreditDrafts You must prepare a Sales Draft or Credit Draft, as applicable, for each Card transaction and provide a copy of it or a transaction receiptor copy of the Draft to the Cardholder at the time the Card transaction is completed.For Discover sales using a paper Sales Draft (as opposed to Electronic Draft Capture), the paper sales draft must also contain the initials of your representative or employee that conducted the transaction. For Discover Credits, the Credit Draft must contain the signature of your authorized representative or employee that conducted the transaction. 28.1. Information Required. All of the following information must be contained on a single page document constituting a Sales Draft or Credit Draft: • Cardholder’saccount number must appear on the Sales Draft or Credit Draft in the manner required by applicable law and Card Organization Rules. NOTE: The copy of the Sales Draft or Credit Draft you provide to a Cardholder must not include the Cardholder’s expiration date or any more than the last four digits of the Cardholder’s Card number. Some states have similar requirements that also apply to the Sales Drafts or Credit Drafts you retain. Mastercard requires that Card expiration dates be excluded from the Sales Drafts or Credit Drafts your business retains. You are solely responsible to determine the Card account number truncation requirements and Card expiration date exclusion requirements for your state/ jurisdiction; Discover and PayPal Card Sales in an amount more than $50.00 including sales taxes, tip, surcharge and/ or Cash Over amount are not eligible for treatment as No Signature Required Card Sales and you may lose a dispute of such a Card Sale if the Merchant fails to obtain the Cardholder’s Signature on the Sales Draft. Eligible merchants participating in Visa Easy Payment Service (“VEPS”) (Visa’s No Signature Required Program), Quick Payment Service and/ or Small Ticket are only required to providetheCardholderwiththe completed SalesDraftwhen requested by the Cardholder. NOTE: If you are a merchant operating under certain merchant category codes (“MCC”) approved by the Card Organizations, you are not required to provide a transaction receipt, unless requested by the Cardholder or obtain the Cardholder’s signature provided that you transmit the full track data in the authorization request and the sale amount is below the applicable program floor limit (Mastercard/ Discover/PayPal/ American Express/STARis$50.00or less.Visa’sprogramlimitremainsat$25.00or less excluding U.S. grocery stores (MCC 5411) and discount stores (MCC 5310) where the limit is$50.00. • Clear imprint of the Card. Whenever the term “imprint” is used it refersto the process of using a manual imprinting machine to make an impression of the Card on a SalesDraft; it does not include the printout from a printer attached to an electronicdevice.If you use a device(e.g., authorization/draftcapture terminal,cashregister,POSDevice,etc.) to electronically capture the card information (magneticswipe,chip or contactlessdata),youdonothavetoimprinttheCard.HOWEVER,IF THE CARD HAS A CHIP OR MAGNETIC STRIPE AND THE POS DEVICE FAILS TO READ THE CHIP OR MAGNETIC STRIPE OR IF YOU ARE REQUIRED TO OBTAIN A VOICE AUTHORIZATION, YOU MUST ALSO USE A MANUAL INMPRINTING MACHINE TO MAKE A CLEAR IMPRESSION OF THE CARD ON THE SAME SIDE OF THE SIGNED SALES DRAFT. IF YOU WORK IN THE FACE-TO- FACE SALES ENVIORNMENT, YOU MAY INCLUDE THE CARD VERIFICATION CODE IN THE AUTHORIZATION REQUEST FOR U.S. DOMESTIC KEY-ENTERED TRANSACTIONS IN LIEU OF TAKING A MANUAL CARD IMPRINT, WITH THE EXCEPTION OF DISCOVER. FAILURE TO FOLLOW THESE PROCEDURES WILL PREVENT YOU FROM DEFENDING A TRANSACTION IN THE EVENT THAT IT IS CHARGED BACK UNDER A CLAIM THAT THE RIGHTFUL CARDHOLDER DID NOT AUTHORIZE THE PURCHASE. ENTERING INFORMATION INTO A TERMINAL MANUALLY WILL NOT PREVENT THIS TYPE OF CHARGEBACK. FOR MAIL/TELEPHONE/ INTERNET AND OTHER CARD NOT PRESENT ORDERS SEE SECTION 28.2. IF THE PHYSICAL CARD IS NOT PRESENT, ANOTHER FORM OF PAYMENT MUST BE REQUESTED; For Discover only include the last 4-digits of the merchant identification number. For Mastercard, if you are operating vending machines under MCC 5499 (Miscellaneous Food Stores-Convenience Stores, Markets, Specialty Stores), you need not provide a receipt at the time a transaction is conducted. If a vending machine cannot provide a printed receipt, you must disclose and post instructions advising customers how a receipt may be obtained. Sales Drafts for American Express Transactions. You must create a Sales Draft for every Charge. For each Charge submitted electronically, you must create an electronically reproducible Sales Draft. The Sales Draft (and a copy of the customer’s receipt) must disclose your return and/or cancellation policies. If the Cardholder wants to use different Cards for payment of a purchase, you may create a separate Sales Draft for each Card used. However, if the Cardholder is using a single Card for payment of a purchase, you shall not divide the purchase into more than one Charge, nor shall you create more than one Sales Draft. • Cardholder’s signature. However, eligible merchants participating in Mastercard’s Quick Payment Service Program, Visa No Signature Required Program, American Express No Signature Program, Discover’s No Signature Program, PayPal’s No Signature Program, and/or certain Discover transactions (see note below) are not required to obtain the Cardholder’ssignature under certain conditionsset forth by eachprogram; • Submit the Charge to American Express directly,or through your Processor,forpayment. •Retain the original Sales Draft (as applicable) and all documents evidencingthe Charge,or reproducible recordsthereof,forthe timeframe • Provide a copy of the Sales Draft to the Cardholder.• Date of thetransaction You may be able to create more than one Sales Draft if the purchase qualifies for a delayed delivery Charge. The retention time frame for SalesDraftsistwenty-four(24)monthsfromthedateyousubmittedthe corresponding Charge to us. Pursuant to applicable law, truncate the Card number and do not print the Card’s expiration date on the copies of Sales Drafts delivered to Cardholders. Truncated Card number digits must be masked with replacement characters such as “x,” “*” or “#,” and not blank spaces or numbers. •Amountof the transaction(including the approved currencyof the sale); • Description of the goods and/or services involved in the transaction (if there are too many items, combine them into onedescription; e.g. “clothing” instead of “one pair of pants, one shirt”). Do not carry information onto a second Sales Draft; •Description of your merchandise return and Credit/refund policy; • A valid authorization code;and If you submit Charges on paper, you must create a Sales Draft containing all of the following required data:• Merchant’s Doing Business As (“D/B/A”) name and location (city and staterequired)andMerchantIdentificationNumber. When imprinting Sales Drafts, do not alter the Cardholder account number,circle or underline any informationon the Sales Draft or alter a Sales Draft in any way after the transaction has been completed and •Provide a copy of the Sales Draft to the Cardholder. FullCard number and expiration date (pursuantto applicable law),and WFB2210(Rev00–10/19)42 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 imprinted or magnetically swiped transaction and you will not have theif available, Cardholder name. • The date the Charge wasincurred. • The amount of the Charge, which must be the total price for the purchase of goods and services (plus applicable taxes and gratuities) purchased on theCard. • A clear description of the goods or services purchased by the •Obtain the expiration date of Card. Cardholder.• On the Sales Draft, clearly print the Cardholder’s account number; effectiveandexpiration dates; date of transaction;description of the goods and services; amount of the transaction (including shipping, handling, insurance, etc.); Cardholder’s name, billing address and shipping address; authorization code; and merchant’s name and address (city and state required); provided, that you must effect PAN Truncation, and must not include the expiration date, on the copy of the Sales Draft or Credit Draft that you provide to the Cardholder, or as required by applicable law, the Sales Draft or Credit Draft youretain. • An imprintor otherdescriptorof yourname,address,Merchant Identification Number and, if applicable,store number. • The words“no refunds”if you have a no refund policy,andyourreturn and/or cancellationpolicies. American Express No Signature Program/ No PIN Required Program. You may participate in the American Express No Signature/ No PIN Program. This No Signature/ No PIN Program allows establishments not to request a signature from Cardholders on the Sales Draft. To qualify for the No Signature/ No PIN Program, both the establishment and each Charge must meet the following criteria: • For mail orders, write“MO”;for telephoneorders,write“TO”on the Cardholder’s signatureline. • If feasible, obtain and keep a copy of the Cardholder’s signature on file on a formauthorizingyouto submittelephoneandmailordertransactions.Establishment Criteria. If your establishment is classified in an industry that accepts in-person Charges, then the establishment may participate in the No Signature/ No PIN Program with the exception of the following categories: You should utilize the Address Verification Service for all Card Not• Present Transactions (see note below). Address Verification is specifically If you do not receive a positive match through AVS, you may not process the Discover Card Not Present Transaction. If you do not have AVS, contact us immediately. • Merchantswho do notconductin-person Charges (i.e.,internet,mail order or telephone order). • Prohibited transactions as set forth in the American Express Card Organization Rules or illegal transactions or activity, as described in Section 25.2. •Youshould obtain the 3 or 4 digit Card Verification Code number and include it with each authorization request. Discover Card Organization • High Risk Merchants (e.g., establishments whose business type has had historically high occurrencesof fraud and disputed charges with American Express or as compared to other similarly situated merchants (or both); examples include internet electronic services or nightclubs/lounges) as determined by American Express in its sole discretion. •Fortelephoneorders,itisrecommendedthatwrittenverificationofthe sale be requestedfromtheCardholder(sentbymailor fax). • You may not submit a transaction for processing until after the merchandise has been shipped or the service has been provided to the customer. (The Card Organizations will permit the immediate billing of merchandisemanufacturedto thecustomer’sspecifications[i.e.,special/ custom orders] provided the Cardholder has been advised of the billing details.) • Merchants placed in American Express’ Fraud FullRecourse Program. Charge Criteria: • The amount or Charge must meet the threshold established in American Express’ country specificpolicy. • The Charge Submission must include the appropriate indicator to reflectthatthe Card and the Cardholderwere presentat the pointof sale. • You should provide a copy of the Sales Draft to the Cardholder at the time of delivery. You must also obtain proof of delivery of the goods or services to the address designated by the Cardholder (i.e., by getting a signature of the Cardholder or person designated by the Cardholder through the delivery carrier). If the Cardholder visits one of your locations to receive the goods or services purchased, obtain an imprint of the card and the Cardholder’s signature. • The Charge Submission must include a valid approval. Under the No Signature/ No PIN Program, Chargebacks will not be exercised for such Charges based solely on the establishment’s failure to obtain the Cardholder’ssignature at the pointof sale. If a disproportionate amount or a number of disputed Charges under the No Signature/ No PIN Program occur, you must cooperate to reduce the amount or number of disputed Charges. If such efforts fail, you may be placed in American ExpressChargebackprograms,or yourestablishment’sparticipation in the No Signature Program may be modified or terminated. The established threshold for charges to qualify under the No Signature/ No PIN Program is$50.00orless. •Notify the Cardholder of delivery time frames and special handling and/ or of cancellation policies. Merchandise shipping dates must be within • You may not require a Cardholder to complete a postcard or other documentthatdisplaysthe Cardholder’saccountnumber in clearview whenmailed. 28.2. Mail / Telephone/ Internet (Ecommerce) Orders and Other Card Not Present Sales. You may only engage in mail/ telephone/ Internet orders provided they do not exceed the percentage of your total payment Card volume reflected on your Application. Failure to adhere to thisrequirementmay resultin cancellation of your Agreement.Merchants conducting Internet transactions using Mastercard or Visa Cards must have special codes (an “Electronic Commerce Indicator”) added to their authorization and settlement records. Discover does not use an Electronic Commerce Indicator. Failure to register as a merchant conducting Internet transactions can result infines imposed by the Card Organizations. •If you accept orders via the Internet,your web site must include the followinginformationina prominentmanner: – Complete description of the goodsor services offered – Descriptionof yourmerchandisereturnandCredit/refundpolicy; – Customer service contact, including email address and/or telephone number; Mail, Telephone, Internet and other Card Not Present transactions have a substantially higher risk of Chargeback. Since you will not have an – Transactioncurrency(U.S.dollars,unlesspermissionisotherwise WFB2210(Rev00–10/19)43 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Charge, American Express may exercise Chargeback for the full amount ofreceived from Servicers); – Any applicableexportor legalrestrictions; – Delivery policy;28.2.1. Discover Protocol for Internet Transactions. Each Internet Discover Card transaction accepted by you and submitted to us shall comply with Discover standards, including, without limitation, Discover standards governing the formatting, transmission and encryption of data,referred to as the “designated protocol.” You shall accept only those Internet Discover Card transactions that are encrypted in accordance with the designated protocol. As of the date of these Operating Procedures, the designated protocolfor the encryption of data is Secure SocketLayer (SSL). We may, at our discretion,withhold Settlementuntilsecurity standardscan be verified. However, the designated protocol, including any specifications with respect to data encryption, may change at any time upon thirty (30) days advance written notice. You shall not accept any Internet Discover Card transaction unless the transaction is sent by means of a browser whichsupportsthedesignatedprotocol. – Consumer data privacy policy; – A descriptionof thetransactionsecurityusedon yourwebsite;and – The sale or disclosure of databases containing Cardholder account numbers, personalinformation, or other Card transaction information tothirdpartiesisprohibited. – Address of merchant includingcountry. – Cancellation policy; and – Date any freetrialperiod ends. • You may not accept Card Account Numbers through Electronic Mail overtheInternet. 28.3. Customer Service Telephone Numbers for Card types which are funded by individual non-bank Card Organizations include:NOTE: Address Verification Service (AVS) (and other fraud mitigation tools such as Verified by Visa®, Mastercard® Secure Code, Discover Protect Buy, SafeKey, Card Validation Codes and Card Identification) does not guarantee against Chargebacks, but used properly, it assists you in reducing the risk of fraud by confirming whether certain elements of the billing address provided by your customer match the billing address maintained by the Issuer. AVS also may help you avoid incurring additional interchange expenses. AVS is a separate process from obtaining an Authorization and will provide a separate response. A transaction may be authorized regardless of the AVS response. It is your responsibility to monitor the AVS responses and use the information provided to avoid high-risk transactions. American Express EDC Program 1-800-528- 5200 Voyager 1-800-987-6591 WEX 1-800-492-0669 (24 hours) 29. Data SecurityAmerican Express Internet Charges.THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION OF CARDHOLDER DATA. PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED DISCLOSURE AS WELL AS TERMINATION OF THIS AGREEMENT. Processing a Card Not Present Charge for American Express Transactions you must: • Submit the Charge to American Express; For Card Not Present Charges, you must create a Sales Draft and ask the Cardholder to provide:29.1. Payment Card Industry Data Security Standards (PCI DSS). Visa,Mastercard,DiscoverandJCBandAmericanExpressaligneddata securityrequirementstocreateaglobalstandardfortheprotectionof Cardholder data. The resulting Payment Card Industry Data Security Standards(PCIDSS)definestherequirementswithwhichallentities that store, process, or transmit payment card data must comply.PCI DSS is the name used to identify those common data security requirements. The Cardholder Information Security Program (CISP) is Visa USA’sdata security program, the Site Data Protection (SDP) program is Mastercard’s data security program and Discover Information Security and Compliance (DISC) is Discover’s data security program, and the Data Security Requirements (DSR) is American Express’ data security program, each based on the PCI DSS and industry aligned validation requirements. PCI DSS PCI compliance validation is focused on Merchant Equipment (as definedbelow)whereCardholderdataisprocessed,stored,ortransmitted, including: • Cardnumber; • Card expirationdate; In addition, it is recommended that you ask for: • Name as it appears on theCard, • Cardholder’s billing address,and • Ship-toaddress,if differentfromthebillingaddress. American Express will not Chargeback for such charges based solely upon a Card- member claim that he or she did not receive the disputed goods if youhave: •Verifiedtheaddressto whichthegoodswereshippedwasthe Cardholder's full billingaddress. • Provided proof of delivery signed by the Cardholder or an authorized signer of the Card indicating the delivery of the goods or services to the Card-member'sfullbillingaddress. •Allexternalconnectionsinto yournetwork(i.e.,employeeremoteaccess, thirdpartyaccessforprocessing,andmaintenance). American Express will not be liable for actual or alleged fraudulent transactions over the internet and will have the right to Chargeback for those charges. • All connections to and from the Authorization and settlement environment(i.e.,connectionsfor employee accessor for devices such as firewalls, and routers);and For Internet Orders, you must:• Any data repository outside of the Authorization and settlement environment.• Use any separate merchant numbers (seller ID) established for your internetorders in all of yourrequestsfor AuthorizationandSubmission of charges. For the purposes of this Section 29, “Merchant Equipment” means any and all equipment you use in connection with Card authorization, clearing, completing, settling, transmitting or other related processing, including, without limitation, all telecommunication lines and wireless connections and software, systems, point-of-sale terminals, card readers, merchandise and card scanners, printers, PIN pad devices and other hardware, whether owned by you, Merchant Providers or other Persons used by you. • Provide us with at least one (1)month’spriorwrittennoticeofany changein yourinternetaddress. • Comply with any additional requirements that American Express provides from time to time. Additionally, if a disputed Charge arises involving a Card Not Present Charge that is aninternet electronic delivery WFB2210(Rev00–10/19)44 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 delivered to Cardholders in either electronic or paper format.The Card Organizations or we may impose fines or penalties, or restrict you from accepting Cards if it is determined that you are not compliant with the applicable data security requirements. We may in our sole discretion, suspend or terminate Services under this Agreement for any actual or suspected data security compromise. You agree that you will not request any Authorizations, submit any Sales Drafts or Credit Drafts until you have read and understood the PCI DSS, CISP, SDP and DISC for which you acknowledge we have provided you sufficient information to obtain, and you will be deemedto have done so upon our receipt of yourrequestor submission of any Authorizations, Sales Drafts or CreditDrafts. • 29.3. Compliance Audits. You may be subject to ongoing validation of your compliance with PCI DSS standards. Furthermore,we retain the right to conduct an audit at your expense, performed by us or a third party designated by us to verify your compliance,or that of your agents or Merchant Providers, with security procedures and these Operating Procedures.In any event, upon request, you shall provide us withcopies of any and all reports developed by your forensic vendor(s), and you shall ensure that we have direct communication access with such forensic vendor(s). You must comply with the data security requirements described in this Section 29.1, including without limitation, PCI DSS, SDP, CISP and DISC, and any additional Card Organization requirements applicable to payment applications and PIN transactions.29.4. Immediate Notice Required. In the event that transaction data is known or suspected of having been accessed or retrieved by any unauthorizedPerson,youmust contactus immediately and in no event more than 24 hoursafterbecomingawareof suchactivity. Detailed information about PCI DSS, can be found at the PCI DSS Counsel’s website: www.pcisecuritystandards.org. Detailed information about Visa’s CISP program can be found at Visa’s CISP website: www.visa.com/cisp.29.5. Investigation. You must, at your own expense (i) perform or cause to be performedan independentinvestigation,including a forensics analysis performed by a certified forensic vendor acceptable to us and the Card Organizations in accordance with Card Organization standards, of any data security breach of Card or transaction data, (ii) provide a copy of the certified forensic vendors final report regarding the incident to us and the Card Organizations, (iii) perform or cause to be performed any remedial actions recommended by any such investigation, and (iv) cooperate with us in the investigation and resolution of any security breach. Notwithstanding the foregoing, if required by the Card Organization, we will engage a forensic vendor approved by a Card Organization at your expense. You must cooperate with the forensic vendor so that it may immediately conduct an examination of Merchant Equipment, and your Merchant Providers’ procedures and records and issue a written report of its findings. Detailed information about Mastercard’s SDP program can be found at the Mastercard SDP website: www.mastercard.com/sdp. Detailed information about DISC can be found at Discover DISC website: http://www.discovernetwork.com/fraudsecurity/disc.html. Detailedinformationcanbe foundatAmericanExpress’website:www. americanexpress.com/merchantopguide. 29.2. Data Security Requirements. You must comply with the data security requirements shown below: • You must install and maintain a secure firewallconfiguration to protect data. • Youmustprotectstored data and do encrypttransmissions of data sent across open/public networks using methods indicated in the Payment Card Industry Data Security Standard (PCI DSS) which is available at www.pcisecuritystandards.org.29.6. Required Information for Discover or PayPal Security Breaches. For security breaches involving Discover or PayPal transactions and/or track data, you must provide us and/or Discover or PayPal (as applicable) with the following information: (i) the date of breach;(ii)detailsconcerning the data compromised (e.g., account numbers and expiration dates, Cardholdernamesandaddresses,etc.);(iii)themethodof suchbreach;(iv) your security personnel contacts; (v) the name of any person (including lawenforcement)assistingyouwithyourinvestigationof suchbreach; and (vi) any other information which we reasonably request from you concerning such breach, including forensics reports. You shall provide suchinformation as soon as practicable,and the items listed in (i)-(v) shall be providedto us in anyeventwithin48 hoursof yourinitialnotificationto us of thebreach. • Youmust use andregularlyupdate anti-virus softwareandkeep security patches up-to-date. • You must restrict access to data by business “need to know,” assign a unique ID to each person with computer access to data and track access to data by unique ID. • Youmust not use vendor-supplieddefaultsfor systempasswordsand other security parameters. • Youmust regularly test security systemsand processes. • Youmust maintain a policy that addresses information security for employees andcontractors. 29.7. Merchant Providers. The data security standards set forth in this Section 29 also apply to Merchant Providers. Before you engage any MerchantProvider,youmustprovideto us in writing(a)theMerchant Provider’s legal name, (b) contact information, and (c) intended function. Youacknowledge and agree that you will not use, or provide Card holder data access to, any Merchant Provider until you receive our approval and, ifrequired,confirmationofourregistrationof thatMerchantProviderwith applicable Card Organizations. You must ensure that you and Merchant Providers: (i) comply with the registration process which can involve site inspections, background investigations, provision of financial statements, and any other information required by a Card Organization; (ii) comply with the periodic and other reporting required by a Card Organization; and (iii) comply with all applicable Card Organization Rules, including without limitation, those requiring security of Cardholder data. You may allow Merchant Providers access to Cardholder data only for purposes authorized under and in conformance with the Card Organization Rules. You are responsible for all our costs and expenses associated with our review,approval,certification(andrecertificationasmayrequiredbyusor the Card Organization Rules) and registration of any Merchant Providers. • Youmust restrict physical access to Cardholder information. • You may not transmit Cardholderaccount numbers to Cardholdersfor Internet transactions. • Youcannot store or retain Card Verification Codes (three-digit codes printed in the signature panel of most Cards, and a four digit code printed on the frontof an American ExpressCard) afterfinaltransaction authorization. • Youcannot store or retain Magnetic Stripe data, PIN data or AVSdata. Only Cardholder account number, Cardholder Name and Cardholder expirationdatecanbe retainedsubsequentto transactionauthorization. • You must destroy or purge all Media containing obsolete transaction datawithCardholderinformation. • You must keep all systems and Media containing Card account, Cardholderor transactioninformation (whetherphysicalor electronic)in a secure manner so as to prevent access by, or disclosure to any unauthorized party. • ForInternettransactions,copiesof thetransactionrecordsmaybe WFB2210(Rev00-10/19)45 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • ten(10)days(DiscoverNetworkandPayPaltransactions);Your use of the Services, equipment, software, systems, materials, supplies or resources of third parties regarding your Card transactions processing, including, without limitation, Merchant Providers and any third party lessors or licensors, will not affect your obligations under this Agreementto us whichwill apply to the same extentas if you had not used them. For Card present transactions, it is highly recommended that you use your electronic authorization device to capture card data using the POS device by inserting the card (chip card), swiping the card (magnetic stripe) or tapping/ waving the card (contactless). Do not attempt to obtain an Authorization Approval Code provided by someone other than us except as described in Section 30.4. If a Cardholder or another service provider provides you with either an authorization number or with a telephone number for obtaining Authorizations, the Authorization Approval Code you receive may not be valid. Even if the transaction is initially processed and funded, it may be charged back at a later date. Also, if you receive a purported Authorization Approval Code from someone other than us, we will not have the supporting records and will be unable to verify that you received the authorization if that is later questioned in a Chargeback. We have no liability or responsibility to you or others regarding these third parties, even if we referred them to you. These third parties are your agents,and you are solely responsible for (i) determining whetherthey can meetyour needs and standards,(ii) their actions,inactionsandcompliance with the terms of this Agreement and the Card Organization Rules and (iii) any and all fees, costs, expensesand other obligations owed to them by you or owed by them to us or to CardOrganizations. 29.8. Reserved. 29.9. Costs. If you or a Merchant Provider (or other Person used by you) are determined by any Card Organization, regardless of any forensic analysisor report,to be the likely source of anyloss,disclosure,theftor compromise of Cardholder data or Card transaction information (together, “Compromised Data Events”) and regardless of your belief that you have complied with the Card Organization Rules or any other security precautions and are not responsible for the Compromised Data Event, you must promptly pay us for all related expenses, claims, assessments, fines, losses, costs, and penalties and Issuer reimbursements imposed by the Card Organizations against us (together, “Data Compromise Losses”). In addition to the foregoing, you must also pay us promptly for all expenses and claims made by Issuers against us alleging your responsibility for the Compromised Data Event, apart from any claim procedures administered by the Card Organizations. If you obtain Address Verification, you must review the AVSresponse separately from the authorization response and make your own decision about whether to accept the transaction. A transaction can receive an Authorization Approval Code from the Card Issuer even if AVS is unavailableor reflectsthatthe addressprovidedto you does not match the billing address on file at the Issuer. If the authorized Cardholder disputes such a transaction, you will be responsible for the resulting Chargeback. If you receive a Referral response to an attempted Authorization for American Express or Discover, you may not submit the transaction without calling for and receiving a voice authorization. After receiving a Referral response you may not attempt another Authorization on the same Card through your POS Terminal. If you fail to obtain an Authorization Approval Code or if you submit a Card transaction after receiving a decline (even if a subsequent Authorization attempt results in an Authorization ApprovalCode), your transaction may result in a Chargeback and may be assessed fines or fees by the Card Organizations for which you will be responsible. These currentlyrangefrom$25to$150pertransaction.Toavoidthesecosts and related Chargebacks, always obtain an Authorization Approval Code directly from your terminal before submitting a transaction for settlement. 30. Authorizations Each authorization request you submit to us must fully comply with the applicable provisions of this Agreement. Submission of an authorization request that does not fully comply may result in assessment of additional fees to you, a declined authorization response or a Chargeback to you. An Authorization Approval Code only indicates the availability of funds on an account at the time the Authorization is requested. It does not guarantee or warrant that the person presenting the Card is the rightful Cardholder, the Charge is in fact valid or bona fide, nor is it a promise or guarantee that you will be paid for the Charge and not be subject to a Chargeback and/oradjustment. You may not attempt to obtain multiple Authorizations for a single transaction, except when incremental Authorizations are allowed. Refer to Section26.13andwww.americanexpress.com/merchantopguideregarding additionalprovisionsfor specific industries. If a sale is declined,do not take alternative measures with the same Card to obtain an approval of the sale fromotherauthorizationsources.Instead,requestanotherformof payment. If you accept and processa transaction that was declined, or attemptmulti- transactionsand/ormulti-Authorizations,youare subjectto a Chargeback, Card Organization Fines and/or cancellation of your Agreement. Do not discuss reason for decline with a Cardholderratherreferthemto the customer service number on the back of the Card. A positive (approved) authorization response remains valid for: • seven (7) daysfor Visa,Mastercard and American Expresselectronic processed transactions; • ten (10) days for Visa, Discover,and STAR electronic processed transactionssubjectto thefollowingexception: - thirty (30) daysfor Visa,Discoverand PayPal,twenty (20) daysfor STAR forthefollowingIndustries:For Visa, Mastercard, Discover and PayPal transactions, Automated Fuel Dispensers must ensure that completion messages are submitted for Mastercard’s Card within 60 minutes of the Authorization.- car rental; - airlineandpassengerrailway; - lodging; For Visa, Mastercard, STAR, American Express, Discover and PayPal transactions, Merchants operating in the petroleum industry that conduct Card Sales at Automated Fuel Dispensers (AFDs), may submit an Authorization Request for $1.00 to verify the validity of the Card presented. Under such circumstances, you must submit an Authorization Advice Message for the actual amount of the Card Sale within sixty (60) minutes of completion of fuel delivery regardless of whether you previously received a Partial Authorization Response or a positive Authorization Response for any other amount. If you do not complete the Card Sale following receipt of an approved Authorization Response for any amount, a request to cancel the Authorization Request must be submitted within sixty (60) minutes of the completion of fuel delivery. - otherTravel&Entertainment(T&E)categories. • seven(7)daysforAmericanExpresselectronicprocessedtransaction subjectto thefollowingexception: - thirty(30)daysfortheTravel&Entertainment(T&E)industries. If delivery is longer than the allowable timeframes after the initial Authorization request, per payment type, the Authorization must be reversedfortheunusedportionanda newauthorizationobtainedforthe remainingamountpriortodelivery:30.1. Card Not Present Transactions. You must obtain the 3 digit Card Verification Code on the back of the Card (or the 4 digit Card Verification Code on the front of American Express Cards) and that include thiscode • seven (7) days (Mastercard, Visa, American Express, and STAR transactions); WFB2210(Rev00-10/19)46 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 fromtheauthorizationsourceandsubmitit to us within the timeframewith each Card Not Present authorization request unless the transaction is NOTE: For each Card Not Present Discover transaction, you must also verify the name and billing address of the Discover Cardholder using the Address Verification System (AVS). IF YOU CONTRACTED TO USE ONE OF OUR AUTHORIZATION SERVICES, YOU MUST NOT USE ANOTHER THIRD PARTY AUTHORIZATION SYSTEM WITHOUT VERIFYING THEY ARE PROPERLY REGISTERED WITH THE NETWORKS BY YOUR BANK. THIS CAN BE DONE BY NOTIFYING CUSTOMER SERVICE AND HAVING THEM CHECK THE REGISTRATION STATUS. OTHERWISE, WE WILL BE UNABLE TO SUCCESSFULLY RESEARCH AND DEFEND ANY AUTHORIZATION RELATED CHARGEBACKS ON YOUR BEHALF. THIS DELAY WILL SIGNIFICANTLY DECREASE YOUR TIME TO RESEARCH AND PROVIDE PROOF OF AUTHORIZATION, THUS REDUCING YOUR OPPORTUNITY TO REVERSE A CHARGEBACK. For Gateway merchants, it is your responsibility to ensure AVS/CVV2/ CVC2 settings are appropriate to deter fraud for your particular type of business. 30.2. Authorization via Telephone (Other than Terminal/Electronic Device Users). • Call your designated voice authorization toll free number and enter the authorization information into the VRU using a touch tone phone or hold foranauthorizationrepresentative.Third Party Vendors You must confirm Bank approval prior to using any vendor that is providing services that stores, processes, or transmits Cardholder data. This includes, but is not limited to: authorization, encryption key/software application loading, terminal driving/servicing (remote servicing), and shopping carts. This can be done by notifying Customer Service and having them check the registration status. • If advised to pick up a Card, use reasonable and peaceful means to do so, and do not take any action thatwill alarm or embarrassthe Card presenter.Youwill bearallresponsibility forclaims, liabilities,costsand expensesas a resultof any action by you,youremployees,vendorsor agents,thatattemptto retaina Card without theIssuer’sdirectrequestor failureto usereasonable,lawfulmeansin retainingor attemptingto retain the Card. Forward the Card to: Attn: Rewards Department, P.O. Box 5019, Hagerstown, MD 21740. You may be paid a reward for the return of the Card. If you utilize another authorization network, you will be responsible for the downgrade of any transactions to a higher cost interchange that result from a mismatch of information to our systems and those of third party authorization networks (see Section 5.1). • On occasion, the Authorization Center will ask you to obtain identification from the Cardholder before issuing an approvalcode. If you areinstructedto do so,clearlywritetheappropriateidentificationsource and numbers in the space provided on the Sales Draft unless otherwise prohibitedbylaw. If you use a thirdpartyauthorizationnetwork,youmustalsocomplywith Section 29.7. Call the following for other Card types: • If the sale is declined, please remember that our operators are only relaying a message from the Issuer. The fact that a sale has been declined should not be interpreted as a reflection of the Cardholder’s creditworthiness. The Cardholder should be instructed to call the Issuer. 30.3. Authorization via Electronic Devices.Voyager 1-800-987-6589 •If you use an electronic terminal to obtain Authorization ApprovalCode, all sales should be authorized through this equipment. Authorizations throughothermethodswillresultin additionalchargesto you. WEX 1-800-842-0071 Available 24 hours/day; 7 days/week All approved sales authorized in this manner must be entered manually as “post authorization” transactions into the terminal, once the terminal becomes operational. All credit transactions must be entered into the terminal for data capture. You may be subject to a Chargeback if you receive a Referral and subsequently receive an approval. Toreduce the risk of such a Chargeback, the Card should be imprinted using a manual Imprinter machine. (For specific procedures on Electronic Data Capture, refer to the Terminal Operating Instructions/Users Guide.) If the terminal malfunctions for more than twenty-four (24) hours, contact Customer Service for further instructions on processing your transactions. • If your terminal malfunctions, refer to your Quick Reference Guide, if necessary, or call the POS Help Desk. The problem will either be corrected promptly or may require terminal programming or replacement. During the period in whichyour terminal is notfunctioning, rememberto check it periodicallysincemostterminalproblemsaretemporaryin natureandare quicklycorrected. • If a terminalis moved or if wiresare disconnected, causing malfunction, call the POS Help Desk immediately and follow their instructions. You may be responsibleforany service chargesincurredfor reactivation of the terminal.30.5. Automated Dispensing Machines. Records must be produced for all transactions whose origin and data capture are automated dispensing machines or Limited Amount Terminals. Records should include the Cardholder account number, merchant’s name, terminal location, transaction date, identification of transaction currency, transaction type (purchase),authorizationcodeandamount. • Until the terminal becomes operable, you must call your designated voice authorization toll free number and enter authorization information into the VRU using a touchtone phone. During this time, each transaction must be imprinted using a manual Imprinter machine. Failure to obtain an Authorization Approval Code and to imprint these transactions could resultin a chargebackto youraccount.30.6. Pre-Authorization for T&E (Travel & Entertainment) and Restaurant Merchants. If you are a business engaged in providing travel and/or entertainment services (e.g., car rentals, hotels, motels, etc.) or a restaurantbusiness,and engage in the practice of “pre-Authorization.”You mustcomplywiththefollowinggeneralprocedures: 30.4. Third Party Authorization System. If you have contracted with another authorization network to obtain Credit Card authorization, i.e., your terminal can Split Dial, liability resulting from discrepancies with that networkmustberesolvedbetweenyouandthatnetwork. We will not research Chargebacks resulting from Authorization ApprovalCodes obtained from another authorization service organization. Such Chargebacks will be passed through to you for resolution. If an authorizationprovided bya third partyauthorizationsystemis challenged in a Chargeback, you must obtain proof (e.g.,third party authorization logs) A hotel,motel,or car rentalmerchantmay obtain an estimated Visa,• Mastercard, Discoveror PayPalAuthorization at the time of check-in. • Restaurantsmustnotaddan estimatedtipamountto theauthorization requestbeyondthevalueof thegoodsprovided,or servicesrendered,plus WFB2210(Rev00-10/19)47 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • The original amount of the Authorization beingcancelled; • The new amount of thetotaltransaction(ifany); any applicable tax. • Youmust notify the Cardholder of the dollar amountyouintend to “Pre- Authorize.”The original authorization code for the Authorization being cancelled;• • If the customer decides to use another form of payment (e.g., cash, check, etc.) you must promptly call the Voice Authorization Response Unit to delete the authorizationhold.Providethe Cardholder’saccountnumber, original dollar amount and date of the transaction, and the authorization code. If a new transaction takes place, a new imprinted and signed Sales Draft for the exact amount and a new authorization code for that amount must beobtained. • Abrief reason for the Authorization cancellation. 30.8. Partial Authorization and Authorization Reversal. Partial Authorization provides an alternative to a declined transaction by • VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL VEHICLE DAMAGE OR INSURANCE DEDUCTIBLES IN ANY PREAUTHORIZATIONS. • If you receive a declineon a transaction,youmust waittwentyfour(24) hoursbeforeattemptingtoreauthorize.Ifyoureauthorizepriortothistime frame and receive an approval, you may be subject to a chargeback and a fine imposed by the Card Organizations. transaction. For Mastercard transactions, partial authorization is optional • Hotels, motels, and car rental merchants are allowed up to a 15% variance above the amount authorized. If the final amount charged to the Cardholder exceeds the original estimate by more than 15% above thepreauthorization,youmustauthorizeanyadditionalamounts,andall incrementalauthorizationcodesmustbe writtenin theauthorizationarea along with the date of authorizationandtheamountauthorized. An Authorization reversal must be submitted if the Authorization is no longer needed a partial amount of the total authorized is submitted for the settled transaction, or the Cardholder elects not to the purchase. The transaction sent for settlement must be no more than the amount approved in the partial Authorization response. In the event that you wish to support the partial Authorization functionality, you must contact us for additional rules and requirements. An authorization reversal may only be submitted if the transaction has not settled. Once the transaction has settled, only a Credit or refund can occur. • Pre-Authorizationforcertainestablishmentsservices,are alloweduptoa20%(insteadof15%)varianceabovetheamountauthorized. If thefinalamountexceedstheamount“preauthorized”by more than 20%, you must authorize the additional amount. Estimating the Authorization amount to include a tip is prohibited. The authorization request should include only the amount associated with the bill presented to the consumer. 31. Submission/Deposit of Sales Drafts and Credit Drafts 31.1. Submission of Sales for Merchants Other Than Your Business. You may present for payment only valid charges that arise from a transactionbetween a bona fide Cardholder andyourestablishment.If you deposit or attempt to deposit transactions that arise from sales between Cardholders and a different business than the one approved by us in our agreement with you, then the transaction may be charged back, we may suspend or debit funds associated with all such transactions, and we may immediatelyterminate your accountand the Agreement. • You must obtain an Authorization for the initial estimated charges and then monitor the charges to ensure that the actual charges made do not exceed the estimated charges. If the actual charges exceed the amount of the initial estimated authorization (and any subsequent estimated authorizations), then you must secure a positive authorization for the additional amount. NOTE: Subsequent Authorizations should only be for the additional amount of total charges and must not include amounts already authorized.31.1.1. Factoring. Factoring is considered merchant fraud and strictly prohibited.Factoringis the submissionof authorizationrequestsand/or Sales Drafts by a merchant for Card transactions transacted by another business.If you submit Sales Drafts on behalf of another Person,youwill suffer any losses associated with the disputes of any such Sales Draft and/or transaction. Also if any fraud is involved, you could face criminal prosecution. • The estimated amount of any pre-authorization for lodging accommodations must be based on (i) the intended lengthof stay;(ii) the room rate; (iii) applicable taxes and service charges; and (iv) other miscellaneous charges as dictated byexperience. • If an authorizationrequestis declined,no charges occurring afterthat date will be accepted for thatCardholder. 31.2. Timeliness. In order to qualify for the lowest fees for Services, all Sales and Credit Drafts must be properly completed and submitted daily. If you have not received payment for submitted Sales Drafts after one (1) week from your normal payment date, contact Customer Service. Late Submission of Sales or Credit Drafts may result in increased interchange rates or fees or in a Chargebackto you. • You do not need to obtain a final Authorization if the total sum ofcharges(thefinalamount)doesnotexceed20%ofthepreviously authorized charges. You must record the dates, authorized amounts, and their respective Authorization Approval Codes on the Sales Draft(s). 30.7. Discover and PayPal Procedure for Request for Cancellation of Authorization.If a Discoveror PayPalCardsaleis cancelled or the amount of the transaction changes following your receipt of Authorization for the sale, you must process an authorization reversal via your POS Device or, for voice-approved authorizations for Discover Card sales, call your Authorization Center directly and request a cancellation of the Authorization. An Authorization may be cancelled at any time within ten (10) days of your receiptof the Authorization,butmust be cancelled before the salesdata relatingto the transactionis submitted to us, afterwhich the Authorization cannot be changed. For an Authorization cancellation, you mustprovideuswiththefollowinginformation,in thisorder: 31.3. Electronic Merchants: Daily Batching Requirements & Media Submission. Batches must be transmitted to us by the time indicated on the Additional Important Information Page in Section 40.2 of the Agreement in order to be processed on the date of transmission. Additionally, if you deposit via magnetic tape, electronic transmissions, or Electronic Data Capture terminal and have contracted to send the actual Sales Drafts and Credit Drafts to us for imaging and retrieval, the Sales Drafts the Media must be batched daily by register/terminal following the procedures below. Failure to do so may result in a processing fee and/or a Chargeback due to our inability to retrieve the Media as requested by the Issuer.• The Discover Merchant Identification Number used in the Authorization; • A register/terminalBatchheaderformmust be filled out for eachBatch of Media.• The Card number; WFB2210(Rev00-10/19)48 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 - The total amount ofthe Credit; and• The Batchheadermust be imprinted with your MerchantIdentification Card, and all areas completed properly (i.e., Batch number, date, amount, numberofitems,etc.). - For Discover / PayPalin-store Card transactions,the approved currency usedandthesignatureof yourauthorizedrepresentativeoremployee. Note: PayPal is limited to U.S. currency.• The Batch/deposittotalmust match to the settled/reconciledamount displayed on the terminal upon closing the Batch.• Youcannot process a Credit transaction that does not correspond to a refund on a previoustransactionon the original SalesDraft.• Any discrepancies between the actual Media and electronic display must be reconciledand corrected beforestoring the Media(for merchants who contract to hold their Media) or before sending us the copies of the deposit. Otherwise, transactions may appear to be a new Submission and may be manually keyed (causing duplicate billing to Cardholders and resulting in Chargebacks)or we may not be able to retrievean itemwhen requestedbytheIssuer. • Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, etc. (You must identify the shipping and handling charges incurred.) The refund amount may not be for more than the original Card sale amount. • Alldollaramountsandotherhandwritteninformationmustbe clearly written. (Stray marks on the Credit Draft will render it unscannable/ illegible.)• It is your responsibility to ensure that the actual Media is batched correctlyand,depending on the terms of yourAgreement,either stored at your location or sent to Processor.(In some cases,the actualMedia is sent dailyto yourheadoffice,and forwardedto Processorforimaging.) • Do not circle or underline any information on the Credit Draft. •Imprint the Credit Draft with the same Card used by the Cardholder to make the original purchase when applicable.Youshould not credit an • You must confirm that your equipmenthastransmitted your Batchesto us at least once daily. Even if your equipment is designed or programmed to closeandsubmitBatcheswithoutyourintervention,it isultimatelyyour responsibility to confirm that the Batches have been transmitted to us for processing. •Never give cash or check Credit refunds or other consideration for Card sales with the exception of the following type of Visa transactionsonly: -Visa Easy Payment Service Transaction (Visa’s ‘no signature required’ program);Note: A batch is defined as: Sales Drafts and Credit Drafts received per day, per transaction date, per location (maximum, 500 documents per batch). -A gift purchased as a Mail/Phone Order transaction;or - Visa prepaid Card transaction if the Cardholder states that the Visa prepaid Card has been discarded.32. Settlement Except as otherwise set forth in this Program Guide, your funds for Mastercard, Visa, Discover, PayPal and American Express transactions will ordinarilybe processedandtransferredto yourSettlement Account within two (2) Business Days from the time a Batch is received by Processor if your Settlement Account is with the Bank. If your Settlement Account is not with the Bank or one of its affiliates, as otherwise agreed upon by the parties,your Mastercard/ Visa/Discover/PayPaltransactionswill ordinarily be processed and transferred to the Federal Reserve within two (2) Business Days from the time a Batch is received by Processor. The Federal Reservewilltransfersuchamountsto yourfinancialinstitution. Have the Cardholder sign the Credit Draft, give the Cardholder the• appropriate copy, and deposit the Credit Draft immediately. Failure to • Authorizationisnotrequired for Credits. •You cannot intentionally submit a sale and an offsetting Credit at a later date solely for the purpose of debiting and crediting your own or a • You are responsible for paying all refunds submitted to us on your merchant account. We assume no responsibility for verifying any Credits or refunds.If you have been classified by Discover as having a Discover Direct Strategic Relationship with Discover, we will not acquire your Discover transactions and they will be subject to your agreement with Discover. If you have a direct relationship with PayPal, we will not acquire your PayPal in-store transactions (we will simply pass transaction data to PayPal) and they will be subject to your agreement with PayPal. • Do not process a Credit transaction once a Chargeback is received. Credits issued after a Chargeback has been received may not be recoverableandthemerchantwouldbe financiallyresponsibleforthe Credit as well as the Chargeback. • YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING CREDITS THAT DO NOT REFLECTBONAFIDE RETURNSOR REIMBURSEMENTSOF PRIOR TRANSACTIONS. Youacknowledge and agree that if we had not agreed or do not acquire transactions for any Card type (i) we have no liability or responsibility whatsoever for the settlement of or disputes regarding those transactions and (ii) you will pursue directly with the related Card Organization all claims and disputes regarding those transactions. Youagree to pay us per item processing, authorization and other fees in the Application for any non-acquired transaction services you receive from us. For the avoidance of doubt, with respect to the payments you have elected to accept on your Merchant Processing Application, you authorize us to submit Card transactions to, and receive settlement for such transactions from, the applicable Card Organizations on your behalf. • For Discover only include the last 4 digits of the merchant identification number. 33.1.1.Processing a Credit for American Express Transactions. These are additional requirements for a Credit for purchases or payments made on an American Express Card. To issue a Credit, you must:33. Refunds/Exchanges (Credits) 33.1. Refunds.1. Compare the last four digits on the Sales Draft against the Card presented (when applicable). • You must promptly complete and submit a Credit Draft for the total amount of the Credit which must include the following information:2.Have the Cardholder sign the Credit Draft (when applicable). 3. Provide a copy of the Credit Draft to the Cardholder. - The accountnumber;You must not issue a Credit when there is no corresponding Charge, nor issue a Credit in exchange for cash or other consideration from a Cardholder. You must submit all Credits under the establishment where the Credit originated. A Credit must be issued in the currency in which the original Charge was submitted to us. You must issue Credits to the Card - The Cardholder’sname; - Your name, city, state and Merchant Identification Number; - A description of the goodsor services; - The transaction date ofthe Credit; WFB2210(Rev00-10/19)49 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 For Discover: You must securely retain legible copies of all Sales and Credit Drafts or any other transaction records for the longer of (i) 365 days or (ii) the resolution of any pending or threatened disputes, claims, disagreements or litigation involving the Card transaction. You must also keep imagesor other copiesof SalesDrafts for no less than three (3) years from the date of the Discovertransaction. used to make the originalpurchase;however,if the Credit is for the return If the Cardholder indicates that the Card on which the purchase was originally made is no longer active or available, do the following: • For all Cards except Prepaid Cards, advise the Cardholder that you must issue the Credit to that Card. If the Cardholder has questions, advise him or her to call the customer service number on the back of the Card in question. For PayPal: the longer of (i) (A) one (1) year from the transaction date, or(B)ifthetransactiondatewassubjecttodispute,two(2)yearsfromthe transactiondateor(ii)thetimeperiodrequiredbyapplicablelaw. For American Express: You must submit the Credit to your Processor, for payment. You must securely retain legible copies of all Sales Drafts and Credit Drafts or any other transaction records for 24 months from the date you submitted the corresponding Credit to us. You must also provide a copy of the Credit Draft to the Cardholder or as required by applicable law, truncate the Card Number and do not print the Card’s expiration date on copies of Credit Drafts delivered to the Cardholder. • If the inactive or unavailable Card is a Prepaid Card, apply your usual refundpolicyforreturns. If you issue a Credit, American Express will not refund the discount or any other fees or assessments previously applied on the corresponding Charge. The discount on Chargebacks will not be refunded. Your return and cancellation policies must be fair and clearly disclosed at the time of sale in compliancewith applicable law. Your policies must be conveyed to the Cardholder prior to completion of the Charge and printed on a copy of a receipt or Sales Draft. Your refund policy for purchases on the American Express Card must be at least as favorable as your refund policyforpurchasesmadewithotherpaymentproductsor otherpayment methods. 34.2. Provide Sales and Credit Drafts. You must provide all Sales Drafts and Credit Drafts or other transaction records requested by us within the shortest time limits established by Card Organization Rules. You are responsible for any deficiencies in Card transaction data transmitted or otherwise delivered to us. 35. Lost/Recovered Cards Return Policy recommendations.If a card is left behind and remains unclaimed, you should call the appropriate payment organization’s Customer Service team via the number below or the number printed on the back of the Card and they will instruct you on how to handle it: Provide clear return instructions for your customers, including the following information: • Customer service telephonenumber. • Referencenumberforthereturn.Visa: 1-800-336-8472 Mastercard: 1-800-826-2181• Expected processing time for the Credit. Discover: 1-800-DISCOVER (1-800-347-2683)• Returnaddress,preferablyona pre-formattedshippinglabel(if applicable). You must submit all Credits to us within seven (7) days of determining that a Credit is due.36. Chargebacks, Retrievals andOther Debits 36.1. Chargebacks.Cancellation Policy Recommendations. • Provide document cancellation policy and terms and conditions on the contractthe Cardholdersigns,or on your website,as applicable.36.1.1. Generally. Both the Cardholder and the Issuer have the right to question or disputea transaction.If suchquestionsor disputes are not resolved, a Chargeback may occur. A Chargeback is a Card transaction that is returned to us by the Card Issuer. As a result, we will debit your Settlement Account or settlement funds for the amount of each Chargeback. It is strongly recommended that, whenever possible, you contact the Cardholder directly to resolve a disputed transaction or Chargeback, unless the dispute involves a Discover Cardholder, in which case Discover rules and regulations expressly prohibit you from contacting the Discover Cardholder regarding the dispute. You are responsible for all Chargebacks, our Chargeback fees, and related costs arising from your transactions. • Provide Cardholderwith a cancellation number that can be tracked in your records. American Express Return Policy For Prepaid Products. If your return policy for the purchase of prepaidproductsisdifferentfrom your standard return policy, you must ensure that such prepaid product- specific return policy is clearly disclosed to the Cardholder at the time of purchase in accordance with applicable law and also coded to print on all receipts and copies of Sales Drafts you provide to Cardholders. 33.2. Exchanges. 36.1.2. Transaction Documentation Requests. In some cases, before a Chargeback is initiated, the Issuer will request a copy of the Sales Draft via a request for transaction documentation. We will forward the request to you. You must respondto the requestwithin the time frame and manner set forthin the request. We will then forward your response to the Issuer. If you fail to timely respond, we will so notify the Issuer and a Chargeback may result. Upon receipt of a transaction documentation request, immediately retrieve the requested SalesDraft(s) using the following guidelines: • No additional paperwork is necessary for an even exchange. Just follow your standard companypolicy. • For an unevenexchange,complete a CreditDraft(follow the procedures outlined in Section 33.1.) for the total amount of only the merchandise returned.The Cardholder’saccount will be credited for thatamount.Then, complete a new Sales Draft for the total amount of any new merchandise purchased. 34. Retention of RecordsForRetrievalsand Chargebacks • Makealegiblecopy,centeredon8-1⁄2x11-inchpaper(onlyone(1)Sales Draft perpage). For Visa, Mastercard and STAR: You must securely retain legible copies of all Sales and Credit Drafts or any other transaction records for a period of thirteen (13) months from the date of each transaction and a period of five (5)years for the retention of healthcare Sales Draftsand CreditDrafts. The Sales Draft you retain must comply with all requirements (see Section 28.1). Write the‘case number’fromtherequestfortransactiondocumentation• on eachcopy/page. • If applicable,make copiesof a hotel folio, car rentalagreement,or mail/ phone/internetorderform,orotherformofreceipt. •If a Credit transaction has been processed, a copy of the Credit Draft is WFB2210(Rev00-10/19)50 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Mastercard. Mastercard currently charges a $250 filing fee and a $250also required. • Lettersare notacceptablesubstitutesfor SalesDrafts. • Respond via Dispute Manager, fax or mail legible copies of the Sales Draft(s)to thefaxnumberor mailaddressprovidedon therequestform. You may be charged for the fax or mail options. • If you fax your response, please set your fax machine to print your fax number and name on the documents that you send. We can use this informationtodeterminewherethedocumentationreceivedoriginated fromshouldadditionalresearchberequired. For Discover and PayPal Chargebacks: If Discover or PayPal rejects our representment request and you feel strongly that the Chargeback is invalid,we may, at the discretionof Processorand on yourbehalf and at your request, submit the matter for dispute arbitration before Discover or PayPal.Discoverand PayPalchargesacquirers fees for representment requestsandmatterssubmittedto Discoveror PayPalforarbitration.We, in turn,may charge you fees for these items. • Additionally, please set the scan resolution on your fax machine to the highest setting. The higher resolution setting improves the clarity of charactersandgraphicson thedocumentationtransmittedand helps reduce the number of illegible fulfillments and/or Chargebacks.If the Chargeback is not disputed within the applicable time limits set forth by Mastercard, Visa, Discover, PayPal and American Express rules and regulations, reversal rights are forfeited. Our only alternative, for Visa and Mastercard non-fraud Chargeback reason codes, is to attempt a “good faith collection” to the Issuer on your behalf. This process can take up to six (6) months and must meet the Issuer’s criteria (e.g., at or above a set dollar amount. Good faith collection attempts are not a guarantee that any funds will be collected on your behalf. Issuers normally charge good faith collection fees, which are deducted from the transaction amount if accepted in addition to any processing fees that are charged by us. If we do not receive a clear, legible and complete copy of the transaction documentation within the timeframe specified on the request,youmay be subjectto a Chargebackfor whichthere may be no recourse. A handling fee may be charged by the Issuer and will be debited from your Settlement Account or settlement funds if a Transaction Documentation Request results from a difference in the following informationon the Sales Draft and the transmitted record:merchantname or anincorrectcity,state,foreigncountryand/ortransactiondate. 36.1.3. Chargeback Process. Regardless of whether you respond to a Transaction Documentation Request, a Chargeback may be debited to your Settlement Account for numerous reasons (see below). If the Card Issuer submits a Chargeback, we will send you a Chargeback notification, which may also include a request for transaction documentation. Due to the short time requirements imposed by Mastercard, Visa, Discover, PayPal and American Express, it is extremely important that you respond to a Chargeback notification and Transaction Documentation Request within the time frame set forth in the notification. Do not process a credit transaction once a Chargebackis received; the Issuer will Credit the Cardholder’s account. Credits issued after a Chargeback has been received, may not be recoverable and you may be financially responsible for the Credit as well as the Chargeback. If the information you provide is both timely and, in oursolediscretion,sufficientto warrant a representmentof thetransactionand/orreversalof theChargeback, wewilldosoonyourbehalf.However,representmentand/orreversal is ultimately contingent upon the Card Issuer and/or Cardholder accepting the transaction under applicable Card Organization guidelines. Representment or reversal is not a guarantee that the Chargeback has been resolved in your favor. For American Express Chargebacks: You may request a Chargeback reversalif theChargebackwasappliedin error.In order for us to consider your request,youmust haverespondedto the originalinquiry within the specifiedtimeframe,requestthe Chargeback reversal no later than 20 days after the date of the Chargeback, and provide all supporting documentation to substantiate the error. Note: Discover and American Express do not offer good faith collection for Acquirers. Mastercard and Visa Card Organization Rules require that a merchant make a good faith attempt and be willing and able to resolve any disputes directly with the Cardholder. Discover rules and regulations, however, prohibit you and/or us from contacting the Cardholder directly regarding dispute(s) or any other matter, except as required for acceptance of Discover transactions, and require you and/or us to submit any responses to dispute notices directly to Discover. Due to Card Organization Rules, you may not re-bill a Cardholder after a Chargeback is received for that transaction, even with Cardholder authorization.For Visa Chargebacks: If we reverse the Chargeback and represent the transaction to the Issuer, the Issuer, at its sole discretion, may elect to submit the matter for arbitration before Visa. Visa currently charges a $250 filing fee and a $250reviewfee.Whether or not a decision is made in your favor, you will be responsible for all such fees and charges, and any other applicable fees and charges imposed by Visa, as they may change from time to time. Such fees and charges will be debited from your Settlement Account or settlement funds, in addition to the Chargeback. Westrongly recommend that youinclude a detailed rebuttal letter along withallpertinentdocumentswhenrespondingtoa transactionrequestor a Chargebacknotification (e.g.,rentalagreement,imprinted portion of the invoice or Sales Draft; the portion signed by the Cardholder; and the area wheretheauthorizationcodes,withamountsanddates,arelocated). Due to the short time frames and the supporting documentation necessary to successfully (and permanently) reverse a Chargeback in your favor, we strongly recommend the following:For STAR Chargebacks: If we reverse the Chargeback and re-present the transaction to the Card issuing bank, the Card issuing bank, at its sole discretion,mayelectto submitthe matterfor arbitration beforeSTAR. Whether or not a decision is made in your favor, you will be responsiblefor all fees and charges relating to that arbitration and any other applicable fees and charges imposed by STAR. Such fees and charges will be debited from your Settlement Account or Settlement funds in addition to the Chargeback. • Avoid Chargebacks by adhering to the guidelines and procedures outlined in these OperatingProcedures. • If you do receive a Chargeback, investigate, and if you dispute the Chargeback,submittheappropriatedocumentation withintherequired timeframe. •Whenever possible, contact the Cardholder directly to resolve the dispute, unless the dispute relates to a Discover Cardholder, in whichForMastercard Chargebacks: If we reverse the Chargebackand represent the transaction to the Card Issuer, at its sole discretion, may elect to resubmit the Chargeback. In such event, at the discretion of Processor, we will debit your Settlement Account or settlement funds for the Chargeback. However, if you feel strongly that it is an invalid Chargeback, we may, on yourbehalfandatyourrequest,submitthematterforarbitrationbefore •If you have any questions, call Customer Service. 36.1.4. Chargeback Reasons. This section outlines the most common types of Chargebacks. This list is not exhaustive. For ease ofunderstanding, WFB2210(Rev00-10/19)51 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • Provideproperdisclosureofyourrefundpolicyforreturned/cancelled merchandise, or services to the Cardholder at the time of transaction in accordancewithapplicablelaw. we have combined like Chargebacks into six groupings. We have included •Card present, Cardholder signed the Sales Draft containing disclosure. 1. Authorization Issues: Proper Authorization procedures were not followedandvalidAuthorizationwasnotobtained. • If applicable, the words “NO EXCHANGE, NO REFUND,” etc. must be clearly printed in ¼ inch letteringon the SalesDraftnear or above the Cardholder signature.ThefollowingscenarioscouldcauseanAuthorizationRelated Chargeback to occur:•Ecommerce,provide disclosureon website on same page as check out showing Cardholder must click to acceptprior to completion.• Authorization notobtained. • Authorization wasdeclined.• Card Not Present, provide cancellation policy at the time of the transaction. • Transactionprocessedwithan expiredcardandAuthorizationwasnot obtained.• Provide cancellation numbersto Cardholder’s when lodging servicesare cancelled. • Transactionwasprocessedwithan invalidaccountnumber and Authorization was notobtained.• Ensuredeliveryof themerchandiseor servicesorderedto the Cardholder. • Card Recovery Bulletin (CRB) or Exception File was not checked (transactionsbelowfloorlimit).3. Fraud: Transactions that the Cardholder or authorized user claims are unauthorized; the accountnumber is no longer in use or is fictitious, or the merchant was identified as“highrisk”.To reduce your risk of receiving an Authorization Related Chargeback:The followingscenarios could causea FraudRelatedChargebackto occur:• Obtain valid Authorization on the day ofthe transaction. • CardPresentTransactions-Authorizationmust be obtained on the transactiondatefortheamountsettled.•Multipletransactionswerecompletedwitha singlecardwithoutthe Cardholder’spermission. • Card Not Present Transactions-Authorization must be obtained on the transaction date for the amount settled. However, if merchandise is being shipped,Authorization must be obtained within seven calendar days of the transaction shipdate. •Counterfeitcardwasutilizedandproperacceptanceprocedureswere not followed. • Authorizationwasobtained;however,fulltrackdatawasnottransmitted. • Cardholder states thatthey did notauthorize or participate in the transaction.• If a declined responseisreceived,then request another form of payment from theCardholder. NOTE: Visa Fraud:• If a Referralresponseisreceived,thenfollowpropervoiceproceduresto obtain a valid Authorization and obtain an imprint of the card • Complete a retrievalrequestand/orprovidea salesslip thatcontainsall requireddataelements;and• “Pick-up” responseindicatesthatthe Issuer is requesting for the card to be retained and returned back to them. The Credit Card should not be accepted forpayment.Alternatively,youshould call the appropriate payment organization’s Customer Service team via the number below or the number printed on the back of the Card and they will instruct you on howtohandleit.. • Respond to all retrieval requests with a clear legible copy of the transactiondocumentthatcontainsallrequireddataelementswithinthe specifiedtimeframe. To reduce your risk of receiving a Fraud Related Chargeback: • Merchantsshouldnotexceedanypredetermined thresholdsfor specific terminal types as specified by each Card Organization.• Pre-notifytheCardholderofbillingswithin10 days. • American Express customers have the option to receive written notification of the recurring transaction at least (10) days prior to submitting, or any time the Charge amount exceeds a maximum amount that has been set by the cardholder. 2. Cancellations and Returns: Credit was not processed properly or the Cardholderhascancelledand/orreturneditems. The following scenarioscouldcausea Cancellation and Return Related Chargeback to occur: • Obtain an Authorization for alltransactions. • Cardholderreceiveddamagedor defective merchandise. • Cardholder continued to be billed for cancelled recurring transaction. • Credittransactionwasnotprocessed. • If you are utilizing an electronic device to capture Card data information, swipe all Card transactionsthroughyour electronic authorization device to capture Cardholder information and ensure the displayed Cardholder number matches the number on the Card.Toreduce your risk of receiving a Cancellation and Return Related Chargeback:•Youshould avoid keying the Card data into your electronic authorization device unless you are unable to capture the Card data through one of• Issue Credit to the Cardholder for the same account as the purchase in a timelymanner. • Do not issue Credit to the Cardholder in the form of cash, check or instore/merchandiseCreditas we may not be able to recoup your funds in the event the transaction is charged back. • Ensure customers are fully aware of the conditions for recurring transactions. Cancel recurring billings as soon as notification is received from the Cardholder or as a Chargeback, and Issue a Credit as needed to thecardholderin a timelymanner. • Pre-notify the Cardholder of billings within 10 days(Domestic) and 15 (International) prior to billing, allowing the Cardholder time to cancel the transaction. Note: Do not imprint on the back of a signed Sales Draft. The imprint must be on the transaction document that contains all transaction WFB2210(Rev00-10/19)52 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • In the event that the cardholderreceiveddefective merchandiseor the merchandise received was not as described; resolve the issue with the cardholderatfirstcontact. elements to prove the Card was present at the time of the transaction. • Obtain the Cardholder signature for all transactions; ensure the signature on the Sales Draft matches the signature on the back of the Card.• If the merchandise is being picked up by the Cardholder, have them sign for the merchandise after inspection that it was received in good condition. • Process all transaction one time and do not Batch out transactions multipletimes. • Educate staff on procedures to eliminate point of sale (POS) fraud. Card Not Present Transactions: • Participationin recommendedFraudPreventionTools. • Verified by Visa Program. •Do not Charge the Cardholder until the merchandise has been shipped, ship according to the agreed upon terms and obtain signed Proof of • If unableto provideservicesor merchandise,issuecreditto cardholder in a timelymanner. • Mastercard SecureCode.• Acceptonly one form of paymentper transaction and ensure the cardholderisonly billed once pertransaction.• Discover ProtectBuyProgram. • American Express SecureKeyProgram. • Address Verification Services. • Do not bill Cardholder for loss, theft or damages unless authorized by theCardholder. 5. Processing Errors: Error was made when transaction was processed or itwasbilledincorrectly.• Use of Card Verification Code. Note: While transactions utilizing these tools may still be disputed, the service may assist you with your decision to accept the Card for the transaction. The following scenarios could cause a Processing Error Chargeback to occur: • Transaction was not deposited within the Card Organization specified timeframe.• Ensure you ship to the AVSconfirmed address (bill to and ship to shouldmatch). • Cardholderwasissue a CreditDraft; however,the transactionwas processed as a sale.• Obtain Authorization for alltransactions. • Ensure merchantdescriptor matchesthe name of the businessand is displayedcorrectlyon the Cardholderstatement.• Transactionwasto be processedin a currencyotherthanthecurrency usedto settlethetransaction.• Ensuredescriptorincludescorrectbusinessaddressanda valid customerservicenumber.•The accountnumber or transaction amountutilized in the transaction was incorrectly entered.• American Express offers fraud mitigation tools for both Card Present and Card Not Present transactions to help verify that a Charge is valid. These tools help you mitigate the risk of fraud at the point of sale, but are not a guarantee that a Charge is in fact valid or bona fide, or that you will not be subject to a Chargeback. For optimal use of the tools, please visit AmericanExpress’FraudPreventionInformationat:www.americanexpress. com/fraudinfo. •A single transaction was processed more than once to the Cardholders account. •Cardholderinitially presented card as payment for the transaction; howeverCardholderdecidedto use an alternate form of payment. • Limitedamountor self-serviceterminaltransactionwasprocessedfor anamountwhichisoverthepre-determinedlimit. 4. Cardholder Disputes: Merchandise or services not received by the Cardholder,Merchandisedefective or notasdescribed.To reduce your risk of receiving a Processing Error Related Chargeback: The following scenarios could causea CardholderDispute Chargeback to occur:• Process all transactions within the Card Organization specified timeframes. • Serviceswerenotprovidedor merchandise was not received by the Cardholder.• Ensure alltransactionsareprocessedaccuratelyand only one time. Note: In the event that a transaction was processed more than once; immediately issue voids, transaction reversals or Credits.• The Cardholder was charged prior to merchandise being shipped or merchandisewasnotreceivedbyagreedupondeliverydateor location. • Ensure thatcredittransaction receiptsare processedas Credits and sale transactionreceiptsareprocessedassales.• Cardholder received merchandise that was defective damaged or unsuited for the purpose sold,or did not match the description on the transactiondocumentation/verbaldescriptionpresentedatthetimeof purchase. • Ensure all transactions received a valid Authorization Approval Code prior to processing the transaction and obtain a legible magnetic swipe or imprinted Sales Draft that is signed.• Cardholder paid with an alternate meansand their Card was also billed forthesametransaction.• Do notaltertransactiondocumentation or makeanyadjustmentsunless the Cardholder has been contacted and agrees to any modifications of the transactionamount.• Cardholder cancelled service or merchandise and their Card wasbilled. • Cardholder billed for a transaction that was not part of the original transactiondocument.• Ensurelimitedamount,self-serviceandautomatedfueldispenser terminalsaresetproperlytoconformtothepre-determinedlimits. To reduce your risk of receiving a Cardholder Dispute Related Chargeback:Chargebacks due to non-receipt of information Description: • Thetransactiondocumentationwasnotprovidedto fulfilltheretrieval request.• Provide Services or Merchandise as agreed upon and described to the cardholder;clearlyindicatetheexpecteddeliverydateon thesalesreceipt or invoice.•Theretrievalrequestwasfulfilledwithan illegiblesalesdraftor wasan invalid fulfillment (incorrect sales draft or the sales draft did not contain• Contact the cardholder in writing if the merchandise or service cannot be provided or is delayed, and offer the cardholder the option to cancel if yourinternalpoliciesallow.•The Cardholderdoes recognizeor is unfamiliar with the transaction WFB2210(Rev00-10/19)53 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 American Express, and TeleCheck Services), you are also responsible fordue to the merchant name and/or location not matching the name and/or Recommendations to reduce such risk of Chargebacks:37.2. Change in Your Legal Name or Structure. You must call Customer Service or your Account Manager and request a new Agreement.• Provide a clear and legible copy of the sales draft that contains all requireddataelementswithintherequiredtimeframethatisspecifiedon the retrieval request.37.3. Change in Company DBA Name, Address or Telephone/ Facsimile Number. Tochange your company or location DBA name, address(ore-mailaddress),ortelephone/facsimilenumber,youmustsend therequestinwritingtotheaddressonyourstatement. • Ensure that the mostrecognizablemerchantname,location and/or Customer Service phone number is provided on all transactions. • Retain copies of alltransactiondocumentation for the required timeframe that is specified by eachpaymentorganization.37.4. Other Change(s) in Merchant Profile. You must immediately notify us of any change to the information on file with us in your merchant profile, including: (i) any new lines or types of business; (ii) change in ownership; (iii) the opening, closing or liquidation of business or any location; (iv) change in Card processing method (i.e., paper Sales Drafts to POS Device); (v) voluntary or involuntary party to a bankruptcy case; (vi) entry into a loan or other agreement with a third party that seeks to affect this Merchant Agreement; and/or (vii) change from a business that exclusively conducts card-present retail sales to one that accepts Card sales by mail, telephone or Internet transactions. Weretain the right to terminate this Agreement if you fail to notify us of any change to the information in your merchant profile. • Developefficientmethodsto retrievetransactiondocumentation to maximizeabilityto fulfillrequest. 36.2. Summary (Deposit) Adjustments / Electronic Rejects. Occasionally, it is necessary to adjust the dollar amount of your • Yoursummaryreflectedanarithmeticerror. • Submitted sales not included in your Agreement (e.g., American Express).37.5. Charges for Changes to Account Maintenance. You may be charged for any changes referenced in this section or any other changes requestedbyyouorotherwisenecessaryrelatedtoaccountmaintenance.• The dollar amountis unreadable/illegible. • The Cardholder’saccount number is unreadable/ illegible. • Duplicate Sales Draft submitted.38. Card Organization Monitoring Mastercard, Visa and Discover, PayPal and American Express have established guidelines, merchant monitoring programs and reports to track merchant activity such as, but not limited to excessive Credits, reported fraud and Chargebacks, and increased deposit activity. In the event you exceed the guidelines or engage in practices that could circumvent such monitoring programs or submit suspicious transactions as identified by a Card Organization or any related program or reports, you may be subject to: (i) operating procedure requirement modifications; (ii) incremental Chargebacks and/or increased fees; (iii) settlement delay or withholding; (iv) terminationof yourAgreement;or (v) audit and imposition of fines. • Card number isincorrect /incomplete. • Summary indicated Credits, but no Creditswere submitted. 36.3. Disputing Other Debits and Summary Adjustments. In order to quickly resolve disputed debits and Summary Adjustments, it isextremely important that the items listed in this section be faxed or sent to the addresslistedon thenotification. If the Summary Adjustmentis for an unreadable or incorrectCardholder accountnumber,resubmitthecorrectedSalesDraftwithyournextdeposit. Also, if the transaction is over thirty (30) calendar days old, you must reauthorize and obtain a valid Authorization ApprovalCode.39. Supplies Placing Orders.A clear and legible copy of the Sales Draft containing the following should be obtained from your files:•Toorder additionalsupplies,callCustomer Service or order through the customer service IVR when you have two months’ inventory left. We will• Date of sale/Credit; • Cardholder’saccountnumber,name and signature; • Totalamount of the sale and description of goods and services; and • Date and Authorization Approval Code. • In an EMERGENCY, please contact Customer Service using the number provided on the last page of this Program Guide. If supplies are sent via an expressdeliveryservice,thedeliverychargeswillbe debitedto your account.Include a dated cover letter detailing the reasons for requesting a review of the debit or Summary Adjustment and documentation to support your dispute. (You should retain a copy of the correspondence and all documentation for your files.) If the inquiry is related to prior correspondence,besureto includethecontrolnumberwepreviouslyused. • Youareresponsibleforunauthorizeduse of sales/creditandsummary Media. Werecommended that you store all supplies in a safe location. • You may becharged for supplies and taxes plus applicable Immediately fax or mail the Sales Draft or Credit Drafts to the fax number or address provided on your notification letter. shipping and handling charges. 40. Special Provisions for American Express If you have any questions, please call the Customer Service number provided on the last page of this Program Guide. If a Customer Service Representative informs you that additional documentation is required in orderto fullyreviewtheitem,pleaseimmediatelysubmityourrebuttaland transactiondocumentation to the fax number or addresslistedon thedebit notification. The provisions in this Section 40 apply to American Express Card acceptance and Transactions. 40.1. Treatment of the American Express Brand. Except as expressly permittedbyapplicablelaw,youmustnot: •indicateor implythatyouprefer,directlyor indirectly,anyother paymentproductsover the Card,37. Account Maintenance • try todissuade Cardholders from using the Card,37.1. Change of Settlement Account Number. If you change the Settlement Accountin which youreceive the proceeds of your transactions,criticize or mischaracterize the Card or any of American Express’• servicesorprograms, • try to persuadeor promptCardholderstouseanyotherpayment WFB2210(Rev00-10/19)54 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 confidential and the sole property of the Issuer, American Express or any ofproducts or any other method of payment (e.g., payment by check), • impose any restrictions,conditions,disadvantagesor feeswhen the Card is accepted that are not imposed equally on all other payment products,exceptforelectronicfundstransfer,or cashandcheck,40.6. Disclosure and Use of Data Collected Under Agreement. We may disclose to American Express data and information that you provide on your Application and that we collect as part of performing American Expresspaymentprocessing services or transactionrelated services including information about you. American Express mayuse the information that you provide in the Application at the time of setup to screen and monitor your American Express acceptance, to perform its responsibilities in connection with your American Express Card acceptance to respond to court orders and legal investigations, and to perform analytics and create reports for our and American Express’s internal purposes, and for any other lawful business purposes, including marketing purposes. American Express may otherwise use and share your information for business purposes and as permitted by Applicable Law. American Express uses reasonable administrative, technical and physical security measures to protect Program Merchant information consistent with the sensitivity of the information. • suggestor require Cardholdersto waivetheir rightto dispute any transaction, • engage in activities that harm the American Express business or the AmericanExpressBrand(orboth), • promote any other payment products (except your own private label card that you issues for use solely at your establishments) more actively than youpromote the Card, or • convertthecurrencyof theoriginalsaletransactionto anothercurrency whenrequestingAuthorizationorsubmittingtransactions(orboth). You may offerdiscountsor in-kind incentivesfromyour regularpricesfor payments in cash, ACH funds transfer, check, Debit Card or Credit Card, provided that (to the extent required by applicable law): (i) you clearly and conspicuously disclose the terms of the discount or in-kind incentive to yourcustomers,(ii) thediscountor in-kindincentiveisofferedto all of your prospective customers, and (iii) the discount or in-kind incentive does not differentiateon the basis of the issuer or, except as expresslypermitted by applicable law and Card Organization (e.g., Visa, Mastercard, Discover, JCB, American Express). The offering of discounts or in-kind incentives in compliance with the terms of this section will not constitute a violation of the provisions set forth in the above section “Treatment of the American Express Brand.” 40.6.1. Consent for American Express to Contact You by Phone, eMail, Text or Facsimile. American Express may use the information you provide in the Application (as such information may be updated) to call you or send you communications or materials via email, SMS, text or facsimile regarding American Express products, services and resources available to you. These messages may be sent to the mailing address, phone numbers, email addresses or fax numbers that you provide. You consent and agree to receive autodialed, automated and/or prerecorded calls and communications (which may include SMS or text messages) at the telephone number(s)youhaveprovided. If you provide a faxnumber, you consent and agree to receiving fax communications from American Express. In connection with the foregoing, you understand that the calls made or communications sent to you by American Express may be subject to charges or fees by your telecommunications or other applicable service provider that are your responsibility to pay. You understand that your consent under this Section 40.6.1 is not a condition of purchasing or receiving any product or service or entering into this Agreement. 40.2. TreatmentoftheAmericanExpressMarks. Wheneverpaymentmethodsarecommunicatedto customers,or when customers ask what payments are accepted, you must indicate your acceptance of the Card and display American Express’ Marks (including any Card application forms provided to you) as prominently and in the same manner as any other payment products. You must not use the American Express Marks in any way that injures or diminishes the goodwillassociatedwiththeAmericanExpressMarks,nor(withoutprior writtenconsentfromProcessor)indicatethatAmericanExpressendorses your goods or services. You shall only use the American Express Marks as permitted by the Agreement and shall cease using American Express’ Marksupon termination of the Agreement. 40.6.2. Opt-Out: You may opt-out of receiving marketing related communications and materials from American Express by calling Processor at the Customer Service number indicated in the Program Guide and indicating that you no longer want to receive marketing or other communications from American Express, in which case Processor will disable your American Express acceptance services, and you will no longer be permitted to acceptAmerican Express paymentcardsunder the Agreement. 40.3. Treatment of American Express Card Member Information. Any and all Cardholder Information is confidential and the sole property of the Issuer, American Express or its Affiliates. Except as otherwise specified, you must not disclose Cardholder Information, nor use nor store it, other than to facilitate transactions at your Establishments in accordance with the Agreement. 40.7. Conversion to a Direct Relationship with American Express. Youacknowledge and agree that upon written notice from us, you will be converted to a direct American Express Card acceptance relationship with American Express if and when the annual American Express Card charges that you submit under this Agreement are greater than $1,000,000. You agree that , upon conversion, (i) you will be bound by American Express’ then-current Card Acceptance Agreement with respect to American Express Transactions;(ii) American Express will set pricing and other fees payable by you for American Express Card acceptance; and (iii) you will no longer be able to submit American Express Card transactions under this Agreement, but this Agreement will continue in full force and effect withrespectto otherpaymentsandservicesyouelectedto receiveon your Application. If you need to receive American Express related services from us after you have been converted to a direct relationship with American Express,thenyouwillneedto contactourCustomerServiceat1-800- 451-5817torequestthatyouraccountbeentitledforAmericanExpress acceptance and to acknowledge the new pricing terms for our services associatedwithyourdirectrelationshipwithAmericanExpress. 40.4. American Express Transaction Data. The transaction data you collect to facilitate the Charge must be or have been provided directly to you by the Cardholder. You must not accept or have accepted transaction data from, nor shall you provide or have provided transaction data to, any third parties other than your covered parties (as defined in the Data SecurityRequirements(DSR)).If youfail to complywiththisrequirement, in addition to other rightsand remediesregarding“monitoring”,you may be charged a fee as indicated on the Merchant Processing Application, we may suspend Card acceptance privileges at your establishments, or terminate the Agreement. Where Cardholders pay you using payment or “e-wallet” accounts (which Cardholders may have created by providing Card- member information when the account was established), the transaction data collected to facilitate the Card Not Present Charge has alreadybeenprovideddirectlybytheCardholder.Youarenotrequired to have the Cardholder re-enter the transaction data. All information required by American Express evidencing one or more transactions, including information obtained at the point of sale, information obtained or generated during Authorization and Submission, and any Chargeback. 40.8. Reserved.40.5. Treatment of American Express Cardholder Information. You acknowledge that any and all American ExpressCardholder information is 40.9. Third Party Beneficiary Rights. American Express is adirect WFB2210(Rev00-10/19)55 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • Clearly disclose your intent and obtain written consent from the Cardholder that their purchases or refunds (or both) on the Card may be aggregatedandcombinedwithotherpurchasesor refunds(orboth)before yourequestan Authorization. and intended third-party beneficiary of this Agreement, and may enforce • Each individual purchase or refund (or both) that comprises the aggregated Charge must be incurred under the same merchant number and on the sameCard. 40.10. Your Right to Opt Out of American Express Card Acceptance. You may opt out of accepting American Express Cards at any time without directly or indirectly affecting your rights to accept any other payment products. In order to opt out you must complete the Limited Acceptance Form. Toobtain a copy of this form, you call Processor at the Customer Service Number stated in Section 42.4 of the Program Guide. • Obtainapre-Authorizationofnomorethan$15 • Create a Sales Draft for the full amount of the aggregated Charge. • The amountof the aggregated Charge must notexceed $15 or the amountforwhichyouobtainedpre-Authorization.40.11. Collections from American Express Cardholder. You may not bill or collect from any American Express Cardholder for any purchase or payment on the American Express Card unless a Chargeback has been exercised, you have fully paid for such Charge, and you otherwise have the right to do so. • Submit each Sales Draft within our submissiontimeframe. •Provide the Cardholder with an emailcontaining the date,amount, and descriptionof eachindividualpurchaseor refund(orboth)thatcomprises 40.12. American Express Key-Entered Charges. If a Card cannot be read electronically, in addition to the “Magnetic Stripe Card Charges” requirements, you must:40.16. American Express-Excessive Disputes. You may be subject to various fees and assessments as set forth on the Application including fees for excessive disputes. Some fees and assessments are for special products or services, while others may be applied based upon non-compliance of American Express policies and procedures. Many non-compliance fees and assessments can be avoided by correcting the actions that are causing such non-compliance. • Key-enter thedata. 40.13. Keyed No Imprint for American Express Transactions. • Your establishments may be eligible to participate in the American Express “Keyed No Imprint Program.” The “Keyed No Imprint Program” allows you to submitin-person chargeswithouttaking an imprintof the Card if you meet the following Chargecriteria:40.17. American Express Right to Modify or Terminate Agreement. American Express has the right to modify the Agreement with respect to American ExpressCard transactionsor to terminate your acceptance of American Express Card transactions and to require Processor to investigate your activities with respect to American Express Card transactions. • All Cards qualify for the “Keyed No Imprint Program.” • The Charge must bekey-entered. • The Charge Submission must include the appropriate indicator to reflectthatthe Card and the Cardholderwere presentat the pointof sale. • The Charge Submission must include a valid approval, and;40.18. Acceptance Procedures for American Express Travelers and GiftCheques.• The CID Number must be confirmed as a positive match. Under the “Keyed No Imprint Program,” Chargebacks will not be exercised for such charges based solely on the establishment’s failure to obtain an imprint of the Card. If a disproportionateamountor number of disputed charges under the “Keyed No ImprintProgram”occurs,youmust cooperate to reduce the number of disputed charges. If such efforts fail, you may be placed in any of American Express’ Chargeback programs or your participation in the “Keyed No Imprint Program” may be modified or terminated. Procedures for accepting American Express Travelers and Gift Cheques: • Watch Merchant’s customer countersign in the lower left corner of the cheque, and compare the countersignature to the signature in the upper left corner for American Express Travelers Cheques and Gift Cheques. For Cheques for Two, the customer's countersignature must match either one of thetwosignatureson top. • Obtain authorization - American Express recommends obtaining an authorization to reduce the chances of accepting fraudulent cheques. American Express offers a variety of authorization tools. Obtain online authorization at www.americanexpress.com/verifyamextc. 40.14. MerchantWebsiteInformationDisplayGuidelines. • An accurate description of the goods/services offered, including the currency type for the transaction (e.g.,U.S.Dollars).Transaction currency must be in U.S.Dollars.41. Glossary As used in this Program Guide, the following terms mean as follows: • Your physical address in the U.S.Acquirer: Bank in the case of Mastercard, Visa and certain debit transactions or Processor in the case of Discover and PayPal (in-store only) transactions that acquire Card sale transactions from merchants such as yourself. • An email address and a telephone number for customer service disputes. • Return/refund policy. • A description of your delivery policy (e.g., No COD, No overnight).Address Verification: A service provided through which the merchant verifies the Cardholder’s address, in whole or in part. Primarily used by Mail / Telephone/Internet order merchants. Address verification is intended to deter fraudulent transactions, however, an AVS match does not guarantee that a transaction is valid. An AVS request should generally be submitted with an authorization request. The AVS response, if available, however will not impact whether any associated authorization request is approved or denied. You may be charged an AVS fee for any AVS request you submit even if we are not able to provide a response to the request. • A description of your security practices (e.g., information highlighting security practices you use to secure transactions conducted on the internet). • A statementof knownexportrestrictions,tariffs,andanyother regulations. • A privacy statement regarding the type of personal information collected and how the information is used. Additionally, you must provide to customers the option to decline being included in marketing campaigns or havingtheir personalinformationincludedon listssold to third parties.Affiliate: ”Affiliate” of a Person means another Person that, directly or indirectly,(i)ownsor controlssuchPersonor (ii) isundercommon ownershiporcontrolwithsuchPerson.40.15. Aggregated Charges. Agreement: The Agreements among Client, Processor and BankIf you are classified as an internet industry, you may process aggregated charges, provided the following criteria are met: WFB2210(Rev00-10/19)56 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 interpretationsandotherrequirements(whethercontractualorotherwise)contained in the Application, the Program Guide and the Schedules Annualized Sales Volume: Annualized Sales Volume is the greater of (1) the sum of the monthly Sales Volume since the account was activated, divided by the number of months the account has been active, and then multipliedbytwelve(12),or (2)theestimatedannualSalesVolumelistedin the Agreement. An active account is defined as an account having a Sales Volume of fifty dollars ($50.00) or greater for that month. If the Client has three months or less of Sales Volume, the “Annualized Sales Volume” is the estimated annual Sales Volume provided by the Client in the Agreement. Card Verification: A three-digit value printed in the signature panel of most Cards and a four-digit value printed in the front of an American Express Card. Visa’s Card Verification Code is known as CVV2; Mastercard’s Card Verification Code is known as CVC2; the Card Verification Codes for Discover, PayPal and American Express are known as a Card Identification Numbers (CID). Card Verification Codes are used to deter fraudulent use of an account number in a non-face-to-face environment,(e.g.,mailorders,telephoneordersandInternetorders).Application: See Merchant Processing Application. Authorization: Approval by, or on behalf of, the Card Issuer to validate a transaction. An authorization indicates only the availability of the Cardholder’s Credit Limit or funds at the time the Authorization is requested An Authorization Fee (see Fee Schedule) can be charged for each Authorization, whether approved or declined. Card Verification Value (CVV) / Card Validation Code (CVC)/ Card Identification Data (CID): A unique value encoded on the MagneticStripeofaCardusedtovalidateCardinformationduringthe Authorizationprocess. Cardholder Verification Method (CVM): A method used to confirm the identity of a Cardholder and to signify Cardholder acceptance of a transaction, such as signature, Offline PIN, and Online PIN. Authorization Approval Code: A number issued to a participating merchant by the Authorization Center which confirms the authorization for a sale or service.Cash Benefits: An EBT account maintained by an Issuer that represents pre-funded or day-of-draw benefits, or both, administered by one or more government entities, and for which the Issuer has agreed to provide access under the EBT program. Multiple benefits may be combined in a single cash benefit account. Authorization and Capture: Refers to the communication of instructions from your POS device or other systems to our computer systems, whether the communications are for authorization requests or any other capture of information. If your Service fee Schedule reflects an authorization and capture fee it may be applied to each communication you transmit to us.Cash Over Transaction: Dispensing of cash by a merchant in connection with a Card sale, other than a PIN Debit Card transaction, for the purchase of goods or services. Authorization Center: A department that electronically communicates a merchant’s request for authorization on Credit Card transactions to the Cardholder’s bank and transmits such authorization to the merchant via electronic equipment or by voice authorization.Charge or Charges: The total price, including all applicable taxes and gratuities,for the purchaseof goods or services at a merchantfor which a Cardholder has signed a Sales Draft or otherwise indicated intent to pay with a Card. Authorization /EDC Fees: A fee that applies to all Visa, Mastercard and Discover Card approvals (pre-authorizations, authorizations & authorization reversals), denials, batch inquiries, and batch entry transactions and includes any transaction fees and capture fees.Chargeback: A Card transaction (or disputed portion) that is returned to us by the Issuer. Client is responsible for payment to us for all Chargebacks.Bank: The bank identified on the Application signed by you. Bankruptcy Code: Title 11 of the United States Code, as amended from time to time.Check Warranty: A service provided through a merchant’s POS equipment which guarantees payment up to a defined limit, provided the merchant follows proper steps in accepting the check.Batch: A single Submission to us of a group of transactions (sales and credits) for settlement.A Batchusually represents a day’sworth of transactions.Check Verification: A service provided in which a merchant accesses a national negative file database through its terminal/register to verify or authorize that a person has no outstanding bad check complaints at any of the member merchants. This is not a guarantee of payment to the merchant. Business Day: Monday through Friday, excluding Bank holidays. Buyer Initiated Payment (BIP): A payment that occurs when a cardholding business approves an invoice (or invoices) and submits an electronic payment instruction causing funds to be deposited directly into a their supplier’s merchant account. Chip: An integrated microchip embedded on a Card containing cardholder and account information. Chip Card: A Card with an embedded EMV-compliant chip containing memory and interactive capabilities used to identify and store additional data about a Cardholder,an Account,or both. Card: Means a Credit Card and/or a Debit Card. Cardholder: Means the Person whose name is on a Card and any authorized user of such Card, including the Person that has entered into an agreement establishinga Card account with an Issuer. The words “Card Member”refertoCardholder. Claim: Means any claim (including initial claims, counterclaims, cross- claims, and third party claims), dispute, or controversy between you and us arising from or relating to the Agreement or prior Card acceptance agreements, or the relationship resulting therefrom, whether based in contract, tort (including negligence, strict liability, fraud, or otherwise), statutes, regulations, or any other theory, including any question relating to the existence, validity, performance, construction, interpretation, enforcement, or termination of the Agreement or prior Card acceptance agreements or the relationship resulting therefrom. Card General Terms: Section of the Program Guide, including any amendments or modifications. Card Not Present Sale/Transaction: A Transaction that occurs when the Card is not present at the point-of-sale,includingInternet,mail-order andtelephone-orderCardsales. Card Organization: Any entity formed to administer and promote Cards, including without limitation Mastercard Worldwide (“Mastercard”), Visa U.S.A., Inc.(“Visa”), DFS Services LLC (“Discover”), PayPal, Inc. (“PayPal”), American Express Company, Inc. (“American Express”) and any applicable debit networks. Client: The party identified as “Client” on the Application. The words “Subscriber,” “you,” “your” and “Customer” refer to Client. Also, sometimes referred to as “Merchant.” Contactless Payment: payment performed in a Card-Present Environment with a Contactless card or Payment Device (e.g., MobileCard Organization Rules: The rules, regulations, standards, releases, WFB2210(Rev00-10/19)57 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Gross: When referred to in connection with transaction amounts or fees, refers to the total amount of Card sales, without set-off for any refunds or Credits. phone) at the Point-of-Transaction. Credit: A refund or price adjustment given for a previous purchase transaction.Imprinter: A manual or electric machine used to physically imprint the merchant’s name and ID number as well as the Cardholder’s name and Card number on Sales Drafts. Credit Card: A device bearing a valid Organization Mark of Visa, Mastercard, Discover, PayPal or American Express and authorizing the Cardholder to buy goods or services on Credit and, to the extent the Schedules so provide, a valid device authorizing the Cardholder to buy goods or services on Credit and issued by any other Card Organizations specified on such Schedules. Issuer: The financial institution or Card Organization (or other Entity authorized by a Card Organization) which has issued a Card to a Person. Limited Amount Terminal: A customer Activated Terminal that has data capture only capability, and accepts payment for items such as parking garage fees, road tolls, motion picture theater entrance, or magnetic stripe telephones. Credit Draft: A document evidencing the return of merchandise by a Cardholder to a Client, or other refund or price adjustment made by the Clientto theCardholder,whetherelectronic,paperor some other form, all of which must conform to Card Organization Rules and applicable law.Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and account information.Credit Limit: The credit line set by the Issuer for the Cardholder’s Credit Card account. Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag lines or other proprietary designations.Customer Activated Terminal (CAT):A Magnetic Stripe terminal or chip- reading device (such as an automatic dispensing machine, Limited Amount Terminal, or Self-Service) that is not an ATM.Mastercard Account Status Inquiry Service Fee: Zero dollar Account Status Inquiry Service requests (including AVS, CVC2 or both).Data Incident: Any actual or potential unauthorized or fraudulent access to (oruse,disclosure,or alterationof) transactiondata,whetherconsisting of a single event, a continuous course of events, or a series of related events. Mastercard CVC2 Fee: A fee assessed for transactions acquired in the U.S. Region with the CVC2 (Three digit code on the back of the Mastercard issued card) included in the transaction for authorization and where the CVC2 response value equals ‘M’ (Match) or ‘N’ (Invalid/did not match). The fee will not be applied to Account Status Inquiry (ASI) requests.Data Incident Expenses: Means: (a) any obligations that you have to us arising from a Data Incident including EMV Upgrade Costs; (b) the costs of a security assessmentconducted by a qualified security assessor approved by a Payments Organization or PCI to determine the cause and extent of a Data Incident; and (c) any reasonable fees and expenses incurred by us, or by you with our prior written consent, for any Mitigation Services specifically approved by us in writing but only if the Mitigation Services are provided within one (1) year following discovery of the relevant Data Incident. Mastercard Digital Enablement Fee: A fee assessed by Mastercard on select Card Not Present transactions. Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit Drafts, computer printouts, etc.) Merchant Identification Card: A plastic embossed card supplied to each merchant to be used for imprinting information to be submitted with each batch of paper Sales Drafts. Embossed data includes Merchant Identification Number, name and sometimes merchant ID code and terminal number. Debit Card: Means a PIN Debit Card and/or a Non-PIN Debit Card. Dial-Up Terminal: An Authorization device which, like a telephone, dials an Authorization Center for validation of transactions.Merchant Identification Number: A number that numerically identifies each merchant location, outlet, or line of business to the Processor for accounting and billing purposes. Discount Rate: A percentage rate charged to merchants, as applicable, for processing Card transactions. Discover International Service Fee: A fee assessed by Discover on the amount of Card Sales (excluding Cash Over) conducted at a Client location in the United States where the domicile of the Issuer of the Card used in the Card Sale is a country other than the United States. This fee is not applicable to Card Sales with JCB and China Union Pay cards. Merchant Processing Application (“MPA”): The Merchant Processing Application and Agreement executed by Client, which is one of the documents comprising the Agreement. Merchant Provider: Any Person engaged by you to provide services to you involving or relating to (i) access to Cardholder data, transaction dataor informationrelatedto eitherCardholderdataor transactiondata or (ii) PIN encryption, including without limitation, Encryption Service Organizations (ESOs). Electronic Benefit Transfer (EBT): An Electronic Benefits Transfer system used to deliver certain government delivered benefits, including without limitation Cash Benefits and FNS, SNAP and WIC Benefits, to EBT customers.Mitigation Service: A service provided to a cardholder whose informationis the subjectof a Data Incident, where the primary purpose of the service is to mitigate the effects of the Data Incident, including identity thefteducation and assistance and credit monitoring. Electronic Draft Capture (EDC): A process which allows a merchant’s Dial-Up Terminal to receive Authorization and capture transactions, and electronically transmit them to the Processor. This eliminates the need to submitpaperforprocessing.Non-Bank Services: Products and/or Services for which Bank is not responsible, or a party to, including American Express EDC Transactions, PIN Debit Card, and Electronic Benefits Transfer Transactions, TeleCheck Check Services, Gift Card Services and Transactions involving Cards from other Non-Bank Card Organizations, such as Voyager Fleet Systems, Inc., WEX, Inc. and WEX Bank, Discover, PayPal, Leasing, TransArmor, Fraud Services, Wireless, Payeezy Gateway Services, and other items as may be indicated in this Program Guide. EMV: Developed by Europay, Mastercard, and Visa. It is the global standard for chip based payments. EMV Upgrade Costs: The costs you agree to incur to upgrade payment acceptanceandprocessinghardwareandsoftwareto enable you to accept and process EMV-enabled Cards in a manner compliant with the PCI DSS. Entity: Means a corporation, partnership, sole proprietorship, trust, association, or any other legally recognized entity or organization.Non-PIN Debit Card: A device with either a Visa, Mastercard or Discover Mark that is tied to a Cardholder’s bank account or a prepaid account and which is processed without the use of a PIN. Factoring: The submission of authorization requests and/or Sales Drafts by a merchant for Card sales or cash advances transacted by another business. Factoring is prohibited.Non-Qualified Interchange Fee: The difference between the interchange fee associated with the anticipated interchange program and theFraud Full Recourse: One of American Express’s Chargeback programs WFB2210(Rev00-10/19)58 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 assessments and other pass through fees paid by you and passed throughinterchange fee associated with the more costly interchange level at which Non-Qualified Surcharge: A surcharge applied to any transaction that fails to qualify for the anticipated interchange program and is therefore downgraded to a more costly interchange level. The Non-Qualified Surcharge (the amount of which is set forth on the Service Fee Schedule) is in addition to the Non-Qualified Interchange Fee, which is also your responsibility (see above and Section 5.1). Rules: The rules, regulations, standards, releases, interpretations and otherrequirements(whethercontractualorotherwise)imposedoradopted by any Card Organization and related authorities, including without limitation, those of the PCI Security Standards Council, LLC and the National Automated Clearing House Association (including, with respect to EBTs, the Quest Operating Rules).Operating Procedures: The information prepared by Processor, containing operational procedures, instructions and other directives relating to Card transactions. The current Operating Procedures are set forth in Part B of the Program Guide. Sales/Credit Summary: The identifying form used by a paper Submission merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day’s work). Not a Batch header, which is used by electronic merchants.PAN Truncation: A procedure by which a Cardholder’s copy of a Sales Draft or Credit Draft, or as required by applicable law, the Sales Draft or Credit Draft that you retain, will only reflect the last four digits of the Card account number. Sales Draft: Evidence of a purchase, rental or lease of goods or Services by a Cardholder from, and other payments to, Client using a Card, including preauthorized orders and recurring transactions (unless the context requires otherwise); regardless of whether the form of such evidence is in paper or electronic form or otherwise, all of which must conform to Card Organization Rules and applicable law. Person: A third party individual or Entity, other than the Client, Processor or Bank. PIN: A Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction.Sales Volume: The total combined amount of Credit Card, PIN Debit and Non-PIN Debit (Mastercard, Visa, Discover and American Express) paymenttransactionsprocessedby us minus any amountsattributable to returned items. PIN Debit Card: A device bearing the Marks of ATMnetworks (such as NYCE, Star) used at a merchant location by means of a Cardholder-entered PIN in the merchant PIN Pad. PIN Debit Banks: The PIN Debit Bank(s) identified on the Application signed by you that is/ are the sponsoring or acquiring bank(s) for certain PIN Debit networks. Schedules: The attachments, addenda and other documents, including revisions thereto, which may be incorporated into and made part of this Agreement concurrently with or after the date of this Agreement. PINless Transaction: A PIN Debit transaction using a Debit Card that does not require the Cardholder to enter a PIN. . Self Service Terminals: A Customer Activated Terminal that accepts payment of goods or services such as prepaid cards or video rental, has electronic capability, and does not acceptPIN’s.Point of Sale (POS) Terminal: A device placed in a merchant location which is connected to the Processor’s system via telephone lines and is designed to authorize, record and transmit settlement data by electronic means for all sales transactions with Processor. Servicers: Bank and Processor collectively. The words “we,” “us” and “our”referto Servicers,unlessotherwiseindicatedin thisProgramGuide. Services: The activities undertaken by Processor and/or Bank, as applicable to authorize, process and settle all United States Dollar denominated Visa, Mastercard, Discover, PayPal and American Express transactions undertaken by Cardholders at Client’s location(s) in the United States, and all other activities necessary for Processor and Bank to perform the functions required by this Agreement for all other Cards covered by this Agreement. For the avoidance of doubt, and without limiting the foregoing, “Services” shall include any ancillary products or services provided to You by Processor and/orBank in connection with this Agreement to the extent such products or services are not provided to you pursuanttoaseparateagreementwithProcessorand/orBank. Processor: The entity identified on the Application (other than the Bank) which provides certain services under the Agreement. Program Guide (also known as the Merchant Services Program Terms and Conditions): The booklet which contains Operating Procedures, General Terms, Third Party Agreements, and Confirmation Page, which, together with the Application and the Schedules thereto and documents incorporated therein, constitute your Agreement with Processor and Bank. Recurring Payment Indicator: A value used to identify transactions for which a Cardholder provides permission to a merchant to bill the Cardholder’s Card account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services. Settlement Account: An account or accounts(s), unless otherwise agreed upon by the parties, at Wells Fargo Bank or one of its affiliates, designated as the account to be debited and credited by Processor or Bank for Card transactions, fees, chargebacks and other amounts due under the Agreement or in connection with the Agreement. Referral: A message received from an Issuer when an attempt for Authorization requires a call to the Voice Authorization Center or Voice Response Unit (VRU).Signature Debit: A transaction using a Debit Card that requires the Cardholder to provide a signature rather than a PIN.Reserve: Monies held by us in order to secure or fund your obligations with us.Split Dial: A process which allows the authorization terminal to dialdirectlyto differentCardProcessors(e.g.,American Express) for Authorization. In this instance, the merchant cannot be both EDC and Split Dial. Split Dial is also utilized for Check Guarantee companies. Reserve Account: An account established and funded at our request or on behalf, pursuant to Section 11 of the Agreement. Resubmission: A transaction that the merchant originally processed as a Store and Forward transaction but received a soft denial from the respective debit network or Card Organization. The Resubmission transactionallowsthemerchantto attemptto obtainan approvalforthe soft denial, in which case Client assumes the risk that the transaction fails. Split Dial/Capture: Process which allows the Authorization terminal to dial directly to different Card processors (e.g., American Express) for Authorization and Electronic Draft Capture. Store and Forward: A transaction that has been authorized by a merchant when the merchant cannot obtain an authorization while the customer is present, typically due to a communications failure. The merchantwill store the transactionelectronicallyin their host system and retransmitthetransactionwhencommunicationshavebeenrestored. Retrieval Request/Transaction Documentation Request: A request for documentation related to a Card transaction such as a copy of a Sales Draft orothertransactionsourcedocuments. Revenue: Total fees for Services minus the amount of interchange, Submission: The process of sending Batch deposits to Processor for WFB2210(Rev00-10/19)59 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 If a transaction fails to qualify for your anticipated interchange programs, you will be billed a Non-Qualified Interchange Fee, plus a Non-Qualified Surcharge for each such non-qualifying transaction (see Section 5.1 and Glossary). processing. This may be done electronically or by mail. Summary Adjustment: An adjustment to your Submission and / or SettlementAccountsinordertocorrecterrors.(SeeSections36.2.and36.3.) Telecommunication Card Sales: Individual local or long distance telephone calls,for whichthe telephone service providerispaiddirectly by use of a Card. These do not include, however, calls paid for with pre-paid telephone service cards. Telecommunication Card Sales are considered Card Not Present Sales. Your initial fees for Services are stated on your Application and may be adjusted from time to time to reflect: a. Any increasesor decreasesin the interchange and/orassessment portionof thefees, b. The appropriate interchange level as is consistent with the qualifying criteria of each transaction submitted by Client, andTransaction Fees: Service costs charged to a merchant on a per transaction basis. c. Increases in any applicable sales or telecommunications charges or taxes levied by any state,federalor localauthorityrelatedto the delivery of the services provided by Wells Fargo Merchant Services, L.L.C. when such costs are included in the Service or otherfixed fees. Us, We and Our: See Servicers. You, Your: See Client. 42. ADDITIONAL IMPORTANT INFORMATION PERTAINING TO THIS ENTIRE AGREEMENT In addition to the Debit Card transaction fees set forth on the Application, Client shall be responsible for the amount of any fees imposed upon a transaction by the applicable debit network.42.1. Electronic Funding Authorization All payments to Client shall be through the Automated Clearing House (“ACH”) and shall normally be electronically transmitted directly to the Settlement Account you have designated or any successor account designated to receive provisional funding of Client’s Card sales pursuant to the Agreement. Client agrees that any Settlement Account designated pursuant to the preceding sentence will be an account primarily used for business purposes. Neither Wells Fargo Bank, N.A. (“Wells Fargo Bank”) nor Wells Fargo Merchant Services, L.L.C. can guarantee the timeframe in which payment may be credited by Client’s financial institution where the Settlement Account is maintained. A Monthly Minimum Processing Fee will be calculated beginning thirty (30) days after the date Client’s Application is approved.(Refer to your pricingdisclosures.) Authorization Fees are charges that apply each time you communicate directly with Processor. Authorization /EDC Fee applies to all Visa, Mastercard and Discover Card approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, and batch entry transactions and includes any transaction fees and capture fees. Client hereby authorizes Wells Fargo Bank and its authorized An equipment rental fee will be charged each month for each piece of equipment rented, plus tax as applicable. Client will be charged for actual shipping fees for equipment and cost of supplies. representative, including Wells Fargo Merchant Services, L.L.C., to access The parties further agree and acknowledge that, in addition to any remedies contained herein or otherwise available under applicable law, if (a) Client breaches this Agreementby improperly terminating it prior to the expiration of the applicabletermof the Agreement,(b) this Agreementisterminatedpriorto theexpirationof theapplicableterm of the Agreement due to an Event of Default, or (c) the actual volume is materially less than the anticipated annual volume, then Servicers will suffer a substantial injury that is difficult or impossible to accurately estimate. Accordingly, in an effort to liquidate in advance the sum that should represent such damages, the parties have agreed that the amount calculated in the manner specified below (the “Early Termination Fee”) is a reasonable pre-estimate of Servicers’ probable loss. The Early Termination Fee shall be paid to SERVICERS within 7 days after Client’s receipt of Servicers’ calculation of the amount due. The amount of the Early Termination Fee will be calculated as follows: (i) If the Client’s total Sales Volume for the preceding 12 months* is less than One Million Dollars($1,000,000) there is no Early TerminationFee;or (ii) If the Client’s total Sales Volume for the preceding 12 months* is greater than or equalto OneMillionDollars($1,000,000)andthe termination occurs during the initial term or any renewal term, then the Early Termination fee is Five Hundred Dollars ($500.00) per location plus six (6) times the highest amount of Revenue in any single calendar month during the initial term or any renewal term. 42.2. Funding Acknowledgement Automated Clearing House (ACH). Automated Clearing House (ACH). I acknowledge that the funds for Mastercard, Visa and Discover, PayPal and American Express transactions will be processed and transferred to my Settlement Account within two (2) Business Days from the time a Batch is closed (by 11:00 p.m. PT) and withinone(1)BusinessDayfromthetimetheBatchisclosed(by11:00 p.m. PT) if such account is a Wells Fargo Settlement Account. The ACH transactions will appear on your statement as “Merchant Bnkcd”. * If you have been processing with us for less than 12 months, the early termination fee shall be calculated based on “Annualized Sales Volume” in lieu of “Sales Volume.” Client’s obligation with respect to any Monthly Minimum Processing Fee will end when Servicers receive the aforementioned Early Termination Fee.42.3. Additional Feesand EarlyTermination The fees for Services as shown on your pricing disclosure are based on the assumption that your Credit Card and Non-PIN Debit transactions will qualify at the anticipatedinterchangeprograms associatedwithyour account. WFB2210(Rev00-10/19)60 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 42.4. Addresses forNotices Wells Fargo Merchant Services, L.L.C.: P.O. Box 6079 Concord, CA 94524 Attn: Sales Manager BANK: Wells Fargo Bank: P.O. Box 6079 Concord, CA 94524 Attn: Merchant Services Important Phone Numbers: (see also Sections 28.3 and 30.4) Mastercard/Visa/Discover Authorization Center POS Help Desk: 1-800-622-0842 If thisapplication for businesscreditis denied you may obtain a written statement of the specific reasons for the denial. Toobtain the statement, please contact Credit Initiation, PO Box 6079, Concord, CA 94524, within sixty (60) days from the date you are notified of our decision. We will send you a writtenstatementof reasonsforthedenialwithinthirty(30)daysof receiving yourrequest. WFB2210(Rev00-10/19)61 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Part III: Third Party Agreements The following Agreements are Third Party Agreements entered into between Client and the Third Parties identified in the Third Party Agreements. Client acknowledges that the Third Parties are relying upon the information contained on the Merchant Processing Application and the Schedules thereto, 1.0. TeleCheck Solutions Agreement for breach of its Information Warranty will not exceed the lesser of: (a) the Ineligible Items); however, Ineligible Items 1. Services. TeleCheck will provide Client (also referred to as Company) with the Telecheck services indicated in the Merchant Processing Application and Agreement which may include: (i) coded information that it may use when deciding whether to accept a check or electronic funds transfer item (each an Item, and together, Items) when provided by its consumers as payment, (ii) settlement processing services and (iii) warranty or verification services; all as described in this Agreement (together, Services). TeleCheck will be Company’s exclusive provider of the Services during the Term(defined below) of this Agreement. Company agrees to the terms of this Agreement by signing the Merchant Processing Application; clicking “Accept” or “Install” when presented via an App (as applicable and described below); or using any of the Services. Company acknowledges that the Specialty Items (Settlement Only) service does includereceivingcodedinformation,warrantyor verificationservices. 1.4. Warranty Requirements. Company represents and warrants that each Item it submits to TeleCheck for processing and coverage under the InformationWarrantymeetsthefollowingrequirements: A. General Requirements. The following apply to all Itemsunless otherwise specified: (1) the Item was submitted to TeleCheck for processing according to TeleCheck’s operating guidelines and specifications, and Company obtained a single approvalcode for it;1.1. Delivery by Application. If the TeleCheck Services are provided through TeleCheck’s check acceptance application (App) that resides on a Clover® point of sale device (a Device), Company agrees that this Agreement will govern Company’s access to and use of TeleCheck’s Services on such App. Company’s use of its Device is subject to its agreement with the supplier of the Device (and not TeleCheck), and this Agreement does not alter Company’s agreement with its Device supplier. Company will comply with the terms of its agreement with the Device supplier; and warrants that it is authorized to install and use TeleCheck’s App on the Device. (2) the Item is drawn on the consumer’s deposit account at a United States or Canadian financial institution (for example, and without limitation, money orders, cashier’s checks, travelers checks, insurance checks,creditcardchecks,or non-firstpartyItemsareIneligibleItems); (3) the Item, or a clear image of the Item (if submitted using a mobile or other optical imaging device), shows the consumer’s name, address, check number, and routing and account numbers in the MICR line (not applicableif the paymentisonline or over the phone); (4) the Item isa properly completed firstpartyItem that is dated, payable to Company, made out for the amount due to Company for its goods or services, and signed by the consumer (not applicable if the payment is onlineoroverthephone); 1.2. Submitting Items. Company will designate the types of Items it accepts and that it will submit to TeleCheck for processing under this Agreement as indicated on the Merchant Processing Application. Company must submit the Item to TeleCheck through the appropriate service. For example, checks presented in person by consumers at Company’s point of sale can only be submitted through the In-Person Warranty (or Verification) service, checks sent through the mail to Company can only be submitted through the By Mail/Drop Box service. Company will submit all of its designated Items to TeleCheck for processing under this Agreement. Except for Items processes through the By Mail/Drop Box service, TeleCheck will analyze each Item that Company submits for processing and, in its discretion, provide Company with an approval or decline code with respect to each Item. TeleCheck will give Company operating guidelines and specifications, as applicable, to assist Company with properly accepting and submitting its Items for processing (operating guidelines and specifications may be provided to Company electronically ormade available via the Internet). (5) the consumer authorized debiting its account by electronic funds transfer or remotely created check for the amount of the Item (an Authorization) in accordance with TeleCheck’s operating guidelines and specifications and the rules of the National Automated Clearinghouse Association (NACHA Rules), as applicable, for the services utilized ; (6) the Item represents the consumer’s payment obligation to Company for its goods or services,and has not been used in anothertransaction; (7) the amount of the Item (a) is for the price of Company’s goods or services,(b) matches the amount submitted to TeleCheckfor processing, and (c) does not exceed the WarrantyMaximum; (8) the Item wasnotsubmitted asa splitsale or in other ways to avoid thesewarrantyrequirementsortheWarrantyMaximum; (9) the Item is not for credit,cash,or payment on an account,debt,or Item already due toCompany;1.3. Information Warranty. If Company has selected a warranty service in the Merchant Processing Application, TeleCheck warrants the accuracy of the information given in its approval code (the Information Warranty) when an Item meets the warranty requirements described below. Items that satisfy TeleCheck’s Information Warranty and meet the corresponding warranty requirements are Eligible Items. TeleCheck will purchase Eligible Items that are subsequently dishonored, returned, reversed, or otherwise not paid by a consumer’sfinancialinstitution(these Items are Return Items). Company’s sole remedy for a breach of TeleCheck’s Information Warranty is the right to require TeleCheck to purchase an Eligible Item that became a Return Item. TeleCheck’s liability to Company (10)theItemdoesnotpre-dateor post-datethedateof thetransaction and corresponding inquiry to TeleCheckby more than 1 calendarday; (11) the transaction and correspondingItem are not subject to any stop payment,disputeorsetoffright; (12)Company is not aware of anything that invalidates the Item, prevents itscollection,or relievestheconsumerfromliabilityforit; and (13) Companyprovided the notices required by applicable Law(defined in Section 21.1 below), authorizing TeleCheck to process the Item as an WFB2210(Rev00-10/19)62 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 days of TeleCheck’s instruction to do so and TeleCheck must receive it forelectronic funds transfer or remotely created check and imposing (and B. RequirementsForIn PersonPayments:If a consumerpresentsa paper check in-person at Company’spoint of purchase location, in addition to those in Section 1.4 A. above the following requirements apply and must be followed in accordance with TeleCheck’s operating guidelines and specifications: (a) the consumer signed an authorization to debit consumer’s account and consumer’s signature on the authorization reasonablymatchesthenameimprintedon the Item; (b) theauthorization must be clearly and conspicuously posted and a copy of the authorization must be provided to the consumer and (c) the Item must be voided and returned to the consumer aftersubmission to TeleCheckfor processing. If such in-person payment is approved as a paper check that cannot be settled as an electronic funds transfer, the additional requirements in Section 1.4 F below apply. 1.5. Electronic Images. If the Item is submitted to TeleCheck by Company as an image using a mobile device or other image reader, the ability to settle imaged Eligible Items to the banking system depends on (a) the quality of the image and (b) the banking system’s ability to accept the image for settlement processing. Company will use a third party provider to capture imagesof Items using a mobile device (this third party, an Image Vendor) and submit those images to TeleCheck. Company acknowledges that its Image Vendor will require some of Company’s account information (including, without limitation, merchant account number,contactname,emailaddressand deviceidentifier) to submitItem images to TeleCheck; and authorizes TeleCheck to provide the Image Vendor with the information necessary to allow it to submit Item images to TeleCheck on behalf of Company. TeleCheck is not responsible for the image quality of Items submitted through Company’s Image Vendor, or submission of the images by Company’s Image Vendor to TeleCheck. Company will destroy the physical checks that were submitted as electronic images after storing them securely for at least60 days. C. Requirements For Online Payments: If a consumer makes an online payment, the following requirements apply in addition to those in Section 1.4 A above: (a) the consumer electronically authorized the transaction in accordance with TeleCheck operating guidelines and specifications and (b)the payment website site authenticates the consumer’s identity and usesappropriatesitesecurityandinternetsessionsecurity D. Requirements For Phone Payments: If the consumer makes payment over the phone, the following requirements apply in addition Section 1.4 A. above: (a) the consumer provided a telephonic 1.6. Authorization. Company will maintain a copy of each consumer’s Authorization for the longer of: (a) 2 years, or (b) the period of time required by the NACHA Rules. Company will provide TeleCheck with legible copies of Authorizations within 7 days of TeleCheck’srequest for them. 1.7. Assignment of Items. Company assigns all if its right, title, and interest in each Eligible Item that it submits to TeleCheck for warranty coverage when the Item becomes a Return Item. Companywill reasonably aid TeleCheck in its enforcement of the rights associated with an assigned Eligible Item. E. Requirements for Mail/Drop Box Checks: If the consumer provides a paper check which was mailed in or submitted in a drop box to Company, the requirements in Section 1.4 A above apply except (a) the check must be for paymentthat is not more than 60 days past due; (b) the check must notbe post-datedor datedearlierthan20 days from the date of inquiry to TeleCheck; and (d) Company must securely store the check for at least 60 days following the corresponding payment transaction at which time it must be destroyed. Additionally, the consumer must not have notified Company that the check was not to be converted into an electronic funds transfer.If such mail/drop box check is approved asa paper check that cannot be settled as an electronic funds transfer, the additional requirements in Section 1.4 F below apply. 1.8. Processing Notices; Return Item Fees. Company will post, and provideconsumerswith,noticesat the point of sale that are required to process Items using the Services and to collect fees on Return Items. Company will assess the highest fee amount allowed by applicable Laws on all Return Items, which TeleCheck may collect and retain from consumers. 1.9. “Goodwill” of an Ineligible Item. TeleCheck may elect to provide warranty coverage for an Ineligible Item that Company submits for processing. Providing warranty coverage for an Ineligible Item will not constitute a course of dealing,waiverof rights,or preventTeleCheckfrom rejectingwarrantycoverageforanyotherIneligibleItems.F. Requirements for Mobile Checks or any Checks Approved as Paper Only. If TeleCheck approves an Item as a paper check that couldnot be settledas an electronicfundstransfer(i.e.checkisto be deposited by Company) or the check is submitted to TeleCheck as an image through a mobile device (either, a Paper Settlement Item), the following requirements apply in addition to those in Section 1.4 A above: (a) the checkmust includethe consumer’sname (imprinted by the manufacturer), physical address (imprinted by the manufacturer or written on the check according to TeleCheck’s operating guidelines – P.O.Boxes will not be accepted),phonenumber(withareacode),identificationtypeandnumber (imprinted or written on check), Company’sTeleCheckSubscriber Number and TeleCheck’s approval code; (b) the consumer’s signature must reasonably match the name imprinted on the check and (c) Company must send Paper Settlement Items that were presented in-person at Company’s point of purchase and that become Return Items directly from its financial institution to TeleCheck within 30 days of the date on the check. If the Paper Settlement Item was mailed in or submitted in a drop box by the consumer to Company,or if the Item waspresented by the consumer to Company and submitted through a mobile device by Company to TeleCheck, and subsequent to the transaction TeleCheck instructs Company to deposit the check (due to image quality issues (a Redeposit Check Item), Company must deposit the Redeposit Check Item within 2 1.10. Updating Information. Company will promptly notify TeleCheck if (a) a consumer makesany payment to Company or returns any goods in connectionwitha Return Item that is subject to warrantycoverage,or (b)Company cancels any services paid for by an Item that is subject to warranty coverage; both representing a full or partial satisfaction of the 1.11. Chargeback. TeleCheck may chargeback any Eligible Item that it purchased from Company for coverage under the Information Warrantyif: (1) theconsumerreturnedthegoodsor services(inwholeor in part) that werepaidforwiththeItem; (2) Company hasnotdelivered the goods or services that were paid for using the Item; (3) the Item is subject to anystop payment,dispute,or setoff; (4) the consumer makesfull or partial payment to Company for the Item, or providesanyformof securityto ensureits payment; (5) the goods or serviceswereinitiallydeliveredon creditor under a lease; WFB2210(Rev00-10/19)63 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 with the Services. Company authorizes TeleCheck to (a) initiate credits ACH) entry. (6) the purchase transaction, the payment represented by the Item, or transferring the Item to TeleCheck(by assignmentor otherwise)isvoid or invalid for any reason other than theconsumer’sbankruptcy; (7) Company breachesthe applicable warranty requirementsfor Eligible Items; (8) Company submits multiple Items or duplicate Items related to the same transaction for processing (e.g., deposits a paper Item previously submitted for processing as an electronic Item without TeleCheck’s directiontodoso);3.2. TeleCheck reserves the right to decline processing any Item. TeleCheck will initiate a funds transfer for Company’s transactions thatwereprocessedunderthisAgreement;lessanyamountsdue from Company for fees, refunds, adjustments or its other obligations. TeleCheck will typically credit Company’s settlement funds to its Settlement Account within 2 banking days once the transactions are finally submitted to TeleCheck for settlement processing. (9) Company does not submit its Items to TeleCheck for processing within1 calendardayof thetransactiondate(forbatchprocessing,Items must be submitted to TeleCheckfor processing within 7 calendar days of thetransactiondate); (10) the consumer disputes authorizing the Item, its validity, or the amountdebited for it (exceptin the case of third partyfraud committed withaconsumer’scheck);3.3. TeleCheck may recover amounts associated with any adjustments for an Item that are made to the Settlement Account at Company’srequest or due to its error. TeleCheck may also recover amounts associated with any fees that a consumer paid to its financial institution because of these adjustments. (11)the consumer’s Authorizationisincomplete or invalid; (12) Company fails to provide TeleCheck with a legible copy of an Authorizationwithin7 daysof a request for it; or (13) Company breaches this Agreement, alters an Item or approvalcode, or submitsan ItemwithKnowledgeit islikely to become a Return Item. Knowledge means facts or circumstances which, if known, would cause a merchant, using commercially reasonable judgment, to independently refuse to accept an Item (including, without limitation, splitting single transactions into smaller components or resubmitting Items that were previously denied). 3.4. Company must promptly notify TeleCheck if it fails to receive any settlement funds or if there are any changes to the Settlement Account. Transfer of settlement funds may be delayed or misdirected if Company provides inaccurate information about, or fails to notify TeleCheck of changes to, the Settlement Account. TeleCheck is not responsible for settlement errors that arise if Company provides inaccurate information about, or fails to notify TeleCheck of changes to, theSettlement Account. Company will immediately notify TeleCheck if it has Knowledge that any of the above circumstances occur.Company will continue to be responsible for its chargebacks after termination of this Agreement. TeleCheck may chargeback any amounts that exceed the Warranty Maximum for an Eligible Item. Financial Information. Company will promptly provide any financial4. or otherinformationreasonablyrequestedby TeleCheckto performcredit 2. Non-Warranty Services. 2.1. If any of the verification services or the Specialty Items (Settlement Only) services are selected by Company in the Merchant Processing Application (Non-Warranty Services), TeleCheck will have no liability for any Item that is processed using the Non-Warranty Services that is subsequently returned, dishonored, reversed or otherwise unpaid, and does notwarranty the checksprocessedusing the Non-WarrantyServices. There will be no payment to Company for any loss from transactions processed through the Non-Warranty Services. Companyassumes all risks that Items accepted by Company may result in Return Items. Company will be fully responsible and liable to TeleCheck for all Return Items, regardless of the reason or timing. TeleCheck will deduct or offset all Return Items against any amounts to be paid to Company for Items to settled under this Agreement or, alternatively, TeleCheck may initiate debits to Company’s Settlement Account (defined in Section 3.1 below) for all such Return Items. 5.Notice of Material Changes. Company will provide TeleCheck with reasonableadvance notice of any materialchange in the nature 6. Company’s Payment Obligations. Fees. Company will pay TeleCheck for: (a) all fees and charges for the Services that are set forth in the TeleCheck Service Application and Agreement;(b) allItemsthatarechargedback;(c)alladjustmentsrequired in connection with Company’stransactions; and (d) allcosts,liabilities, or other obligations imposed on TeleCheck by third parties as a result of transactions submitted by Company, its actions, or inactions. 2.2. Representations and Warranties. Company represents and warrants that each Item submitted under any of the Non-Warranty Services complies with the following, (a) the Item was submitted to TeleCheck in accordance with the TeleCheck’s operating guidelines and specifications, (b) the consumer authorized debiting its accountby electronic funds transfer or remotely created check for the amount of the Item in accordance with in accordance with the TeleCheck’s operating guidelines and specifications and NACHA Rules including, without limitation, providing any necessary notices to consumer (not applicable to the Specialty Items (Settlement Only) services) and (c) the requirements in Sections 1.4. B., C. and D (as applicable to the type of Item presented) have been complied with. 6.1. Other Fees. Company will also pay TeleCheck for the following feesandchargesfortheServices(asapplicable):(a)CustomerRequested Operator Call Fee (also called CROC or Voice Authorization Fee), which is an additional $2.50 fee per operator or Interactive Voice Response (IVR)- assisted call that Company initiates, but TeleCheck does not request; (b) December Risk Surcharge, which is an additional percentage charge added to the Inquiry Rate for each authorization inquiry in the month of December; (c) Funding Report Fee, which is a $10.00 monthly fee to receive daily funding or weekly funding reports (the Funding Report Fee does not apply if TeleCheck provides the funding report monthly); (d) Inquiry Rate, which is the percentage rate that applies to the face amount of each Item (up to the Warranty Maximum) that Company submits to TeleCheck for authorization (whether or not TeleCheck issues an approval code for the Item); (e) Monthly Minimum Fee, which is the minimum aggregate amount of the Inquiry Rate fees that Company must pay on a monthly 3. Settlement. 3.1. Company will identify one or more bank accounts held in its name (each, a Settlement Account) that TeleCheck will use in connection WFB2210(Rev00-10/19)64 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10. Term. This Agreement begins on the earlier of the dates when Company signs its TeleCheck Services Application and Agreement, submits its first Item for processing under this Agreement, or when Company downloads the App (this date, the Effective Date). The length of this Agreement’s initial term is designated in theTeleCheck Services Application and Agreement (Initial Term). This Agreement will automatically renew for successive one-year periods (each, a Renewal Term), unless TeleCheck or Company provides the other with at least 30 days’writtennoticeof non-renewalat the end of theInitialTerm.TheInitial TermtogetherwithanyRenewalTerm(s)is the Term of thisAgreement. basis (if the total Inquiry Rate fees for Company’s Items submitted during Monthly Processing Fee is a monthly fee for Special Handling Fee, which is a $5.00 Transaction Fee, which is Unauthorized Return Fee 11. Termination; Modification; Suspension. 11.1.General Termination. Either Company or TeleCheck may terminate this Agreement by giving 30 days’ advance notice if the other materially breachesthisAgreementand fails to remedy the breachwithin 30 days of receiving notice of it. TeleCheck may terminate this Agreement upon written notice to Company for any reason (with or without cause) during its Term. If the Services are delivered through TeleCheck’s App, Company may terminate this Agreement for any reason (with or without cause) during its Term by uninstalling the App. 11.2. Modification. TeleCheck may modify thisAgreement’sterms(including,without limitation, its fees) upon 30 days’ notice to Company, during which notice period Company may terminate this Agreement by providing written notice of termination to TeleCheck. Company’s continued use of the Services after the 30 day period contained in a notice of modification from TeleCheck will constitute Company’s acceptance of the new terms. 6.2. Early Termination Fee. TeleCheck will suffer substantial injury, for which it would be difficult to determine damages, if Company breaches thisAgreementor terminatesit early in violation of the Agreement’sterms. TeleCheck may recover damages equal to 90% of the aggregate Monthly Minimum Fees and Monthly Processing Fees that are payable for the unexpired portion of the then-current Term as an accurate reflection of these damages and realistic pre-estimate of TeleCheck’s losses caused by an earlyterminationof thisAgreement. 7. Reserve. 7.1.TeleCheck may require Company to fund a cash reserve (Reserve) in an amount that reflects TeleCheck’ assessmentof risk, as it may determine in its discretion from time-to-time. The Reserve is a payment obligation of TeleCheck, established by holding back transaction proceeds or debiting the Settlement Account in order to potentially offset any obligations that Company may have to TeleCheck. The Reserve is not a segregated fund that Company may claim to own. TeleCheck is obligated to pay to Company any amounts remaining from the Reserve after all other then- current and contingent liabilities or obligations related to Company’s payment transactions have expired. 11.3 Suspension. TeleCheck may suspend its Services or settlement of any funds under this Agreement if it determines that questionable activity occurs with respectto Company’spayment transactions(including,without limitation, if there are excessive Return Items associated with Company’s Items, Company breaches the NACHA Rules, or if required by applicable laws. TeleCheck may also suspend or terminate its Services if requested by its Originating Financial Depositary Institution. 12.Confidential Information. 12.1. Confidentiality. Neither party will disclose non-public information about the other party’s business (including, without limitation, the terms of this Agreement, technical specifications, customer lists, or information relatingto aparty’soperational,strategic,or financialmatters)(together, Confidential Information). Confidential Information does not include information that: (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses beforeitsdisclosure;(3)isindependentlydevelopedwithoutrelianceon thediscloser’sConfidentialInformation;or (4) is received from a thirdparty that is not obligated to keep it confidential. Each party will implement and maintain reasonable safeguards to protect the other party’s Confidential Information. 7.2. The obligations due to Company from the Reserve will not accrue interestunlessrequiredbyapplicableLaws. 7.3. TeleCheck will notify Company if a Reserve is established (including its amount) or if the amount of theReserveismodified. 7.4. TeleCheck may set off any obligations that Company owes to TeleCheck from the Reserve. 7.5 Although Company acknowledges that the Reserve is a general obligation of TeleCheck, and not a specifically identifiable fund, if any person claims that the Reserve is an asset of Company that is held by TeleCheck, Company grants and acknowledges that TeleCheck have a security interest in the Reserve and, at TeleCheck request, will provide documentation to reflect this security interest.12.2. Disclosure. The recipient may disclose the other party’s Confidential Information: (1) to its directors, officers, personnel, and representatives (including those of its subsidiaries, affiliates, subcontractorsorvendors)thatneedtoknowitinconnectionwith the recipient’s performance under this Agreement, and are bound by confidentialityobligationsmateriallysimilarto thoserequired underthis Agreement;and(2)inresponsetoa subpoena,courtorder,orasrequired under applicable Laws or NACHA Rules. 8. Setoff and Priority. All funds that TeleCheck owes to Company under this Agreement are subject to Company’s payment obligations under this Agreement. TeleCheck may setoff or recoup amounts Company owes to TeleCheck against any funds that TeleCheck owes to Company. 9. Statements, Reporting. TeleCheck will provide Company with statements or electronic reporting (together, Statements) reflecting the fees, settlement amounts, and other information related to the Services. Company must review the Statements and inform TeleCheckof any errors within 60 days following the date that the error was, or should have been, reported;provided,Companymustreportsettlementorfundingerrors to TeleCheck within 30 days (reporting errors will enable TeleCheck to recover amounts or prevent them from continuing). TeleCheck will have no obligation to provide refunds for errors that Company reports more than60 daysor30days(asapplicable)aftertheerrorswere,or shouldhave been, reported. Company and TeleCheck will work together to resolve issues or disputes that arise in connection with the Statements, or the fundscredited or debited to the SettlementAccount. 13. Data Use; Security. 13.1.Data Use. TeleCheck owns all right, title and interest in the data it obtains from providing the Services to Company. 13.2 Data Security. Company will implement commercially reasonable practices, including administrative, physical and technical safeguards, that are designed to: (a) maintain the security and confidentiality of Consumer Information, (b) protect against reasonably anticipated threats to the security or integrity of Consumer Information, and (c) protect against unauthorized access to or use of Consumer Information that could resultin substantialharmor inconvenienceto the consumer.Consumer Information is customer information Company receives in connection with WFB2210(Rev00-10/19)65 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 for the information that TeleCheck provides through its Services, will related purposes). any transaction contemplated by this Agreement. 14. License to Marks. TeleCheck grants Company a limited, non- exclusive, non-transferrable, non-sublicensable, royalty-free license to use the trademarks, service marks and logos (together, Marks) that TeleCheck provides to Company during the Term of this Agreement. Company (a) may use the Marks only in the United States; (b) may use the Marks only in connection with its use of the Services; (c) will follow the branding guidelines that TeleCheck provides or makes available from time-to-time; and (d) will not use materials containing the Marks without TeleCheck’s prior written permission. Company will not otherwise distribute, lease, sublicense, sell, modify, copy or create derivative works from the Marks. TeleCheck reserves to itself all right, title, interest or license (express or implied) to the Marks that are not specifically granted to Company under this Agreement; and may suspend or terminate this license upon written notice to Company. 21.2 Choice of Law; Waiver of Jury Trial. This Agreement will be governed by New York law (without regard to its choice of lawprovisions). The courts of New York, New York will be the proper venue for legal proceedingsbroughtin connectionwiththisAgreement.TeleCheckand Company each waive their right to a jury trial for claims arising in connection with this Agreement. 21. Entire Agreement, Amendment, Counterparts. The defined term Agreement includes its schedules, addenda, and any amendments (capitalized terms used in the schedules, addenda, or amendments without definition will have the meanings given to them in this Agreement). This Agreement is the entire agreement between the parties and replaces any prior agreements or understandings (written or oral) with respect to its subject matter. Except as set forth in Section 11.2, modifications to this Agreement must be in writing, executed by the parties. This Agreement and any amendments may be executed electronically and in counterparts, each of which constitutes one agreement when taken together. Electronic and other copies of the executed Agreement are valid. 15. Indemnification. Company will indemnify, defend, and hold TeleCheck harmless for all losses, damages, costs, or expenses (including reasonable attorney’s fees) claimed against it by third parties, which arise from Company’s gross negligence, willful misconduct, or breach under this Agreement. 16. Exclusion of Damages. Neither party will be liable to the other forlostprofits,revenuesorbusinessopportunities,noranyexemplary, punitive, special, indirect, incidental, or consequential damages (whether any are direct or indirect); regardless of whether these damages were foreseeable or either party was advised they were possible. 22. Assignment. Company may not assign this Agreement without TeleCheck’s written consent. TeleCheck may assign this Agreement upon notice to Company. This Agreement will be enforceable against a party’s permitted successors or assigns. This Agreement may not be continued, assumed, or assigned in the event of a bankruptcy or other insolvency eventwithoutconsentfromthenon-bankruptorinsolventparties. 17. Limitation of Liability. TeleCheck’ aggregate liability to Company for lossesarising from any cause (regardlessof the form of action or legal theory)inconnectionwiththisAgreementwillbelimitedto$75,000.00 18. Notices. Written notices (other than normal operations) required under this Agreement will be sent by certified mail or national courier (with tracking and delivery confirmation). TeleCheck may also provide written notices required under thisAgreementby regular mail.Noticeswill be effective upon receipt. Noticesto Company will be sent to the address it provides on the TeleCheck Service Application and Agreement. Notices to TeleCheck will be sent to: TeleCheck Services, Inc., Attn: TeleCheck Merchant Services, Mail Stop A-12, 7301 Pacific Street, Omaha, NE 68114; with copies to TeleCheck Services, Inc., Attn: General Counsel’s Office, 3975 N.W.120th Avenue, Coral Springs, FL 33065 and legalpapers@ firstdata.com 19. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement other than TeleCheck’ subsidiaries and affiliates involved in providing the Services to Company. Each party is responsible for the performance of any third parties it uses in connection with the Services, and their compliance with the terms ofthis Agreement. TeleCheck is not responsible or liable to Company for any errors or breaches of this Agreement that occur because of Company’s third party providers (e.g., without limitation, issues that arise from ACH network participants, or if Company uses third party providers or applications to capture electronic images of Items to submit to TeleCheck). TeleCheck may audit Company’s compliance with this Agreement upon reasonable notice, during normal business hours, and at TeleCheck’s expense; and as required by the NACHA Rules. TeleCheck’s Originating Depository Financial Institution may also audit Company’s compliance with this Agreement and the NACHA Rules. 20. Waivers. A party’s delay or failure to exercise any of its rights under thisAgreementwill not be a waiverof those rights. 21. Compliance with Law, Choice of Law, Waiver of Jury Trial. 21.1. Compliance with Law. The parties will comply with all laws, regulations, and rules (including ACH’s network rules, requirements, and standards; the NACHA Rules) (together Laws) that are applicable to their respective performance obligations under this Agreement. Company acknowledges that it is the Originator under the NACHA Rules with respectto its transactionsandagreesto comply with itsobligationsas an Originator. Company certifies that it has a legitimate business need WFB2210(Rev00-10/19)66 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 WFB2210(Rev00-10/19) DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 WFB2210 (Rev 00 - 10/19) DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10/1/2020 Ed Shikada DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10/1/2020 Ed Shikada DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10/1/2020 Ed Shikada DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Ed Shikada 10/1/2020 Ed Shikada DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10/1/2020 10/1/2020 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Commercial Account Signature Card I. Account Title(s) Account #1 CoID Account #2 CoID Title Line 1 (Customer’s full legal name matching Customer’s formation documents and (Customer’s full legal name matching Customer’s formation documents and Optional Account Title Lines (40 characters max per line.)Optional Account Title Lines (40 characters max per line.) Title Line 2 Title Line 2 Title Line 3 Title Line 3 Title Line 4 Title Line 4 (If applicable, enter DBA name on last available title line)(If applicable, enter DBA name on last available title line) II. Regulation GG Certification Customer or any entity for which account(s) will be maintained (f/b/o) engaged in business of internet gambling?Yes No III. Authorized Account Signers #1 Signature Printed Name Position/Title Signer role-Please Select one. If no selection default will be limited signer. Refer to section IV for authority definitions. Limited Signer Authorized Agent Principal Officer/Key Executive Owner If principal Officer/Key Executive or Owner are selected, banker must provide CIS customer number: #2 Signature Printed Name Position/Title Signer role-Please Select one. If no selection default will be limited signer. Refer to section IV for authority definitions. Limited Signer Authorized Agent Principal Officer/Key Executive Owner If principal Officer/Key Executive or Owner are selected, banker must provide CIS customer number: Signature Printed Name Position/Title Signer role-Please Select one. If no selection default will be limited signer. Refer to section IV for authority definitions. Limited Signer Authorized Agent Principal Officer/Key Executive Owner If principal Officer/Key Executive or Owner are selected, banker must provide CIS customer number: Signature Printed Name Position/Title Signer role-Please Select one. If no selection default will be limited signer. Refer to section IV for authority definitions. If principal Officer/Key Executive or Owner are selected, banker must provide CIS customer number: IV. Customer Acknowledgement & Agreement On behalf of the customer, I hereby certify, by my signature below, that each of the individuals designated in Section III above as Commercial Account Signature Card Page 1 of 2 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (a) a "Limited Signer" is authorized, acting alone, to (i) sign checks drawn on the account(s) and (ii) instruct Wells Fargo with respect to stop payment order(s). (b) an "Authorized Agent" is authorized, acting alone, to (i) sign checks drawn on and make cash withdrawals from the accounts(s), (ii) instruct Wells Fargo with (c) a "Principal Officer/ Key Executive" is authorized, acting alone, to (i) sign checks drawn on and make cash withdrawals from the accounts(s), (ii) instruct Wells (d) an "Owner" is authorized, acting alone, to (i) sign checks drawn on and make cash withdrawals from the accounts(s), (ii) instruct Wells Fargo with respect to Wells Fargo may obtain credit reports or other information about the customer. Wells Fargo may disclose information about each account to its affiliates, to I acknowledge that the customer has received the Wells Fargo Commercial Account Agreement and agrees its terms and conditions, as amended from Printed Name Position/Title Authorized Signature V. Taxpayer Certification Please provide a copy of the most current version of IRS form W-9 or W-8. Tax forms are subject to review and withholding could apply if forms are incomplete or W-9 provided for U.S. Entity Taxpayer Identification Number (TIN) Enter your TIN on the appropriate line below. The TIN provided must belong to the Customer whose full legal name is provided in Section I, Title Line 1 and Social Security Number (SSN)Employer Identification Number W-8 provided for non-U.S. Entity Bank Use Only Banker Name Banker Telephone Banker MAC AU Submitter Name Submitter Phone # © 2019 Wells Fargo Bank, N.A., All rights reserved. Commercial Account Signature Card Page 2 of 2 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Authorization Certificate Depository Accounts and Treasury Management Services The undersigned hereby certifies that he or she is the duly appointed authorized representative of (Account holder's complete legal entity/company name), a (description of Account holder's business entity type) ("Customer"), with authority to act on behalf of Customer, and that the following are true and correct resolutions duly adopted by Customer, in The undersigned further certifies that any one of the following named persons, whose signatures are set forth opposite their names (and titles, Name Title (if applicable) Signature or Facsimile 1 Business Phone Business Email Address X X X#1 is individually authorized to, and to designate one or more other Customer officers, agents or employees (each such aforementioned person, Customer is authorized to enter into any other arrangements, agreements and documents with respect to any of Bank's deposit and treasury Customer shall be bound to Bank by, and Bank may rely upon, any communication or act, including telephone communications, purporting to The authority hereby conferred is in addition to that conferred by any other certificate heretofore or hereafter delivered to Bank and shall The undersigned further certify that the activities covered by the foregoing certifications constitute duly authorized activities of Customer; that ___________________________________ 1 Facsimile Signature/Logo. Customer authorizes the use of facsimile signatures/logos in connection with its agreements with and instructions to Bank if the facsimile/logo is provided on this form. Customer agrees its use of the facsimile/logo will be governed by Bank's Commercial Account Agreement. Authorization Certificate - Non-Personal Accounts Page 1 of 2 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 or which governs Customer's continued existence limiting the power of the undersigned to make the certifications set forth herein, and that the ACKNOWLEDGED & AGREED TO: By/Signature: Printed Name: (this individual must be a duly appointed representative of the TIN of record) Title (if applicable): Tax Identification Number of Customer: (TIN of the Account holder as assigned by the IRS) Public Funds Customers Only: Unless Customer otherwise specifically instructs Bank in writing, Bank will consider each of the © 2019 Wells Fargo Bank, N.A., All rights reserved. Authorization Certificate - Non-Personal Accounts Page 2 of 2 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Government Customer Certification The undersigned certifies that he or she is the authorized representative of the Customer named below Customer Information Full Legal Name with no abbreviations (Must match the governing/organizational document(s) and TIN Registered Physical Business Address Tax Identification Number TIN is shared with another entity?State of Registration Organizational Type (As indicated on the governing/organizational documentation - Must Select One) Government Entity Political Subdivision Government Agency Government Instrumentality (If selected, copy of Government Agency (For Public Colleges/Universities, Key Principal(s) Information The Key Principals and document Signer (below) must represent individuals who serve in the following capacity Individuals with day-to-day or strategic control/management of the customer and responsibility for the (Examples include but are not limited to: Head of the Executive Branch, Director, City Manager/County Manager, or their equivalent(s), Controller/Treasurer, Finance Director, or their equivalent(s), etc.). Legal Name Title/Position Personal Address Date of Birth Acknowledged & Agreed To By/Signer Printed Name Date 593022 (Rev 06 – 10/2018)For Government and Institutional Banking Use Only Page 1 of 1 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Form W-9 Request for Taxpayer Give Form to theIdentification Number and Certification(Rev. October 2018) Department of the Treasury a Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes.certain entities, not individuals; see Individual/sole proprietor or C Corporation S Corporation Partnership Trust/estate Exempt payee code (if any) Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) a Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that code (if any) is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) a (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions.Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid How to get a TIN, later. Social security number –– or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and for guidelines on whose number to enter. Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because Sign Signature of Datea a General Instructions • Form 1099-DIV (dividends, including those from stocks or mutual Section references are to the Internal Revenue Code unless otherwise • Form 1099-MISC (various types of income, prizes, awards, or gross Future developments. For the latest information about developments www.irs.gov/FormW9. • Form 1099-B (stock or mutual fund sales and certain other • Form 1099-S (proceeds from real estate transactions)Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan interest), • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. • Form 1099-INT (interest earned or paid) Cat. No. 10231X Form W-9 (Rev. 10-2018) DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Page 2Form W-9 (Rev. 10-2018) By signing the filled-out form, you:Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),student will become a resident alien for tax purposes if his or her stay in2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.Note: If you are a U.S. person and a requester gives you a form other Backup WithholdingDefinition of a U.S. person. For federal tax purposes, you are What is backup withholding? Persons making certain payments to youconsidered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN,In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). • In the case of a disregarded entity with a U.S. owner, the U.S. owner • In the case of a grantor trust with a U.S. grantor or other U.S. owner,Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.• In the case of a U.S. trust (other than a grantor trust), the U.S. trust Also see Special rules for partnerships, earlier. Foreign person. If you are a foreign person or the U.S. branch of a What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a Exemption from FATCA reporting code, later, and the Instructions for the Requester of FormNonresident alien who becomes a resident alien. Generally, only a Updating Your Information You must provide updated information to any person to whom you If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemptionfrom U.S. tax on certain types of income, you must attach a statementto Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Civil penalty for false information with respect to withholding. If you DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Page 3Form W-9 (Rev. 10-2018) Criminal penalty for falsifying information. Willfully falsifying IF the entity/person on line 1 is THEN check the box for . . . • Corporation CorporationMisuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.• Individual Individual/sole proprietor or single- Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.• LLC treated as a partnership for Limited liability company and enter If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. the appropriate tax classification. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.• Partnership PartnershipNote: ITIN applicant: Enter your individual name as it was entered on Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting,b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. Exempt payee code.c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. • Generally, individuals (including sole proprietors) are not exempt from • Except as provided below, corporations are exempt from backup d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. • Corporations are not exempt from backup withholding for payments • Corporations are not exempt from backup withholding with respect toe. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities Line 2 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession If you have a business name, trade name, DBA name, or disregarded Line 3 7—A futures commission merchant registered with the Commodity Futures Trading CommissionCheck the appropriate box on line 3 for the U.S. federal tax 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 12—A middleman known in the investment community as a nominee or 13—A trust exempt from tax under section 664 or described in section DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 4Form W-9 (Rev. 10-2018)Page The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting IF the payment is for . . . Interest and dividend payments Broker transactions THEN the payment is exempt Line 5All exempt payees except Enter your address (number, street, and apartment or suite number). Exempt payees 1 through 4 and 6 Line 6 Enter your city, state, and ZIP code.Barter exchange transactions and Exempt payees 1 through 4 Part I. Taxpayer Identification Number (TIN) Payments over $600 required to be Generally, exempt payees Enter your TIN in the appropriate box. If you are a resident alien andreported and direct sales over 1 1 through 52 you do not have and are not eligible to get an SSN, your TIN is your IRS How to get a TINPayments made in settlement of Exempt payees 1 through 4 If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. 1 If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. See Form 1099-MISC, Miscellaneous Income, and its instructions. However, the following payments made to a corporation andreportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Note: See What Name and Number To Give the Requester, later, for How to get a TIN. If you do not have a TIN, apply for one immediately.Exemption from FATCA reporting code. The following codes identify www.SSA.gov. You may also get this form by calling 1-800-772-1213. www.irs.gov/Businesses and www.irs.gov/Forms to view, download, or print Form www.irs.gov/OrderForms to A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)Note: Entering “Applied For” means that you have already applied for aF—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state Caution: A disregarded U.S. entity that has a foreign owner must use Part II. CertificationG—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 To establish to the withholding agent that you are a U.S. person, or I—A common trust fund as defined in section 584(a)For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.L—A trust exempt from tax under section 664 or described in section 4947(a)(1)Signature requirements. Complete the certification as indicated in DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Page 5Form W-9 (Rev. 10-2018) 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. For this type of account:Give name and EIN of: 14. Account with the Department of The public entity 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 15. Grantor trust filing under the Form The trust 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.Regulations section 1.671-4(b)(2)(i)(B)) 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 1 List first and circle the name of the person whose number you furnish. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your 4 List first and circle the name of the trust, estate, or pension trust. (Do Special rules for partnerships, earlier. 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft For this type of account:Give name and SSN of:Identity theft occurs when someone uses your personal information1. Individual The individual 2. Two or more individuals (joint The actual owner of the account or, if 1 To reduce your risk:3. Two or more U.S. persons Each holder of the account (joint account maintained by an FFI)• Protect your SSN, The minor2 • Ensure your employer is protecting your SSN, and4. Custodial account of a minor The grantor-trustee15. a. The usual revocable savings trust If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.b. So-called trust account that is not The actual owner1 a legal or valid trust under state law If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. 6. Sole proprietorship or disregarded The owner3 7. Grantor trust filing under Optional The grantor* For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. For this type of account:Give name and EIN of: 8. Disregarded entity not owned by an The owner Legal entity4 The corporation 9. A valid trust, estate, or pension trust 10. Corporation or LLC electing Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. 11. Association, club, religious,The organization 12. Partnership or multi-member LLC The partnership The broker or nominee DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Page 6Form W-9 (Rev. 10-2018) The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Certificate Of Completion Envelope Id: 0BD77910E7CB48F6A150C8FCEF27BA92 Status: Sent Document Pages: 364 Signatures: 0 Envelope Originator: Certificate Pages: 2 AutoNav: Enabled 250 Hamilton Ave EnvelopeId Stamping: Enabled Palo Alto , CA 94301 Record Tracking Status: Original Holder: Josh Martinez Location: DocuSign 9/30/2020 2:08:33 PM Josh.Martinez@CityofPaloAlto.org Security Appliance Status: Connected Pool: StateLocal Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Corby Gordon Uploaded paper with hand Sent: 9/30/2020 4:01:55 PM corby.gordon@wellsfargo.com Security Level: Email, Account Authentication Signature Adoption: Signed on Paper Electronic Record and Signature Disclosure: Not Offered via DocuSign Cassie Coleman Sent: 10/1/2020 6:33:20 AM cassie.coleman@cityofpaloalto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Ed.Shikada@CityofPaloAlto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Carbon Copy Events Status Timestamp Josh Martinez Sent: 10/1/2020 6:33:20 AM josh.martinez@cityofpaloalto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Renee Howard Renee.Howard@CityofPaloAlto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Tarun Narayan tarun.narayan@cityofpaloalto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Nelly Baumb Nelly.Baumb@CityofPaloAlto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Josh Martinez josh.martinez@cityofpaloalto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Dale Barton Dale.R.Barton@wellsfargo.com Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/1/2020 6:33:20 AM Payment Events Status Timestamps Certificate Of Completion Envelope Id: 88344AA552084B94BE72CB721C5A4721 Status: Completed Document Pages: 182 Signatures: 14 Envelope Originator: Certificate Pages: 2 AutoNav: Enabled 250 Hamilton Ave EnvelopeId Stamping: Enabled Palo Alto , CA 94301 Record Tracking Status: Original Holder: Josh Martinez Location: DocuSign 10/1/2020 7:51:12 AM Josh.Martinez@CityofPaloAlto.org Security Appliance Status: Connected Pool: StateLocal Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Cassie Coleman Sent: 10/1/2020 8:14:15 AM cassie.coleman@cityofpaloalto.org Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Sent: 10/1/2020 9:20:03 AM Ed.Shikada@CityofPaloAlto.org Signature Adoption: Pre-selected StyleSecurity Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Josh Martinez Sent: 10/1/2020 11:05:32 AM josh.martinez@cityofpaloalto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Envelope Summary Events Envelope Sent Hashed/Encrypted 10/1/2020 11:05:32 AM Payment Events Status Timestamps