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TERMS AND CONDITIONS Subject to the requirements of applicable Card Association rules. ETS CORPORATION and Bank may allocate their respective duties and obligations behveen themselves as they deem appropriate at their sole discretion, and ETS CORPORATION or Bank may jointly or individually assert or exercise the rights or remedies provided to the Bank hereunder. In consideration of the mutual covenants herein. Bank. ETS CORPORATION and Merchant have agreed as follow ARTICLE I - DEFINITIONS 1.01 "Account' means a commercial checking account or demand deposit maintained by Merchant as set forth in Section 5.16 for the crediting of collected funds and the debiting of fees and charges under this Agreement. 1.02 'ACH" means the Automated Clearing House paperless entry system controlled by the Federal Reserve Board . 1.03 "Agreement" means these terns and conditions and any supplementary documents indicated herein. and valid schedules and amendments to the foregoing. 1.04 'American Express' means the Cards bearing the Marks of. and Card Network operated by, American Express Travel Related Services Company. Inc. or its affiliates. 1.05 'Authorization" means a computerized function or direct phone call to a designated number to examine individual Transactions to obtain approval from the Card Issuer to charge the Card for the amount of the sale, 1.06 "Bank" has the meaning set forth on the Merchant Application. 1.07 "Card" means (i) a valid credit card in the form issued under license from Visa U.S.A., Inc. Visa International, Inc. or MasterCard International, Inc. ("Bank Card') or Discovers; or (ii) any other valid credit card accepted by Merchant by agreement with Bank and ETS CORPORATION. 1.08 "Card Association" means Visa U.S.A. Inc.. Visa International, Inc., MasterCard International, Inc. or Discover or any other Card Issuers that provide Cards that are accepted by Merchant by agreement with Bank and ETS CORPORATION. 1.09 "Card Issuer" means the financial institution or company which has provided a Card to a Cardholder. 1.10 'Card Not Present (CNP)' means that an Imprint of the Card is not obtained at the point-of-sale 1.11 "Cardholder" (sometimes referred to as "Card Member in certain Card Network materials) means the person whose name is embossed upon the face of the Card. 1.12 'Cardholder Information' means any non-public, sensitive information about a Cardholder. including any combination of Cardholder name plus the Cardholder's social security number, driver's license or other identification number or credit or debit card number, or other bank account number. 1.13 "Chargeback' means the procedure by which a Sales Draft (or disputed porion thereof) is returned to Bank by a Card Issuer because such item does not comply with the applicable Card plan's operating regulations. 1.14 "Credit Voucher" means a document executed by a Merchant evidencing any refund or price adjustment relating to Cards to be credited to a Cardholder account. 1.15 "Imprint" means (i) an impression on a Sales Draft manually obtained from a Card through the use of an imprinter. or (*1) the electronic equivalent obtained by swiping a Card through a terminal and electronically capturing Card Data and printing a Sales Draft. 1.16 "Mid or Non -Qualifying Transaction" means any sale Transaction that fails to qualify for lowest interchange rate assigned by the applicable Card Association for the standard card industry code of Merchant and which may be charged fees as set forth in Schedule A. 1.17 "Sales Draft' mains the paper form, wt ether electronically or manually imprinted, evidencing a safe Transaction. 1.18 "Transaction" means any sale of products or sen'ices or credit for such, from a Merchant for which the Cardholder makes payment through the use of any Card and which is presented to Bank for collection 1.19 "Voice Authorization" means a direct phone cal( to a designated number to obtain credit approval on a Transaction from the Card Issuer. whether by voice or voice-activated systems. ARTICLE 1l - CARD ACCEPTANCE 2.01 Honoring Curds. (a) Merchant will accept all valid Cards sv hen properly presented by Cardholders in payment for goods or services, subject to applicable Card Association rules requiring Merchant to clot whether it will accept credit only. debit only or both debit and credit Cards. Merchant's election is set forth in the Application. (b) Merchant will not establish minimum or maximum amounts for Card sales as a condition for accepting any Card. (c) Merchant will not require any Cardholder to pay as a surcharge any part of any discount or charge imposed upon Merchant by this Agreement. tvhether through any intoe in price or otherwise require a Cardholder presenting a Card to pry any charge or price as a condition of sale that is not also required from a customer paying cash However, Merchant may not, by this term, be prevented from offering discounts to customers for cash purchases. (d) Merchant will not engage in a Card Transaction (other than a mail order. telephone order, ecommerce or preauthorized sale to the extent permined under this Agreement) if the person seeking to charge the purchase to his or her Card account does not present the Card to permit Merchant to compare the signature on the Card to the signature on the Sales Draft and obtain an Imprint or otherwise use the physical Card to complete the Transaction. 2.02 Advertising. (a) Merchant agrees to prominently display the promotional materials provided by flank and ETS CORPORATION in its place (s) of business. Use of promotional materials and use of any trade name, trademark, service mark or logo type ("Marks) associated with Card(s) will be limited to informing the public that Card(*) will be accepted at Merchant's place(s) of business. Merchants' use of promotional materials and Marks is subject to the direction of Bank and ETS CORPORATION. (b) Merchant may use promotional materials and Marks only during the term of this Agreement and will immediately cease use and return any inventory to Bank or ETS CORPORATION upon any termination thereof . (c) Merchant will not use any promotional materials or Marks associated with Visa, MasterCard or Discover in any way which suggests or implies that either endorses any goods or services other Than Card payment services. 2.03 Card Acceptance. When accepting a Card. Merchant will follow the steps provided by Bank and ETS CORPORATION for accepting Cards and will : (a) Determine in good faith and to dte best of its ability that the Card is valid on its face; (b) Obtain Authorization from the Cad Issuer to charge the Cardholder's account: (c) Unless the Sales Draft is electronically generated or is the result of a mail, phone or pretuthorized order, (i) obtain an Imprint of the Card including embossed data from the merchant imprinter plate; and (ii) obtain the Cardholder's signature on the Sales Draft and compare that signature to the signature on the Card: (d) Enter a description of the goods or services sold and the price thereof (including any applicable taxes); (e) Deliver a trot and completed copy of the Sales Draft to the Cardholder at the time of delivery of the goods or perfomance of the services. or, if the Sales Draft is prepared by a point-of-sale terminal, at the time of the sale: (1) Offer the Sales Dtaf to Bank for purchase according to Bank's procedures and the tens of this Agreement; and (g) Make an Imprint of the Card, if the Transaction is not based upon a mail, phone or pre -authorized order. 2.04 Authorization Merchant will obtain an Authorization for all Card sales. If Merchant cannot. for any reason, obtain an electronic Authorization through the use of a temhinal, Merchant will request a Voice Authorization from Bank's designated authorization center and will legibly print the authorization number on the Sales Draft. Merchant will not obtain or attempt to obtain authorization from Bank's authorization center unless Merchant intends to submit to Bank a Transaction for the authorized amount if Authorization for the Transaction is given . Merchant may not divide a single Transaction between two or more Sales Drafts on a single Card to avoid Authorization limits that may be set by the Card Issuer . Merchant acknowledges that an Authorization provides only that the Cardholder account has sufficient credit available to cover the amount of the current sale and that an Authorization is not a guarantee that the Ttansmaion will not be subject to dispute or Clargeback and docs not warranty the Cardholder's identity . Merchant may not anempt to obtain an authorization by successively decreasing the sale amount. Bank or ETS CORPORATION may refuse to purchase or process any Sales Draft presented by Merchant : (a) unless a proper authorization or approval code has been recorded on the Sales Draft (b) if Bank or ETS CORPORATION determines that the Sales Draft is or is likely to become uncollectible from the Cardholder to which the transaction would otherwise be charged: or (c) if Bank or ETS CORPORATION has reason to believe that the Sales Draft was prepared in violation of any provision of this Agreement Merchant will use, and may not circumvent, fraud identification tools requested by Bank or ETS CORPORATION. including Address Verification System processing and CVV2 processing. and acknowledges that the use of these tools may prevent Merchant from accepting certain Cards as payment. Merchant acknowledges that its use of fraud identification tools may not prevent fraudulent Card usage. and agrees that any fraudulent Transaction may ultimately result in a Chargeback. for which Merchant retains full liability under this Agreement. 2.05 Retention and Retrieval of Cards. (a) Merchant will use its best efforts. by reasonable and peaceful means, to retain or recover a Card (i) when receiving such instructions when making a request for Authorization or (ii) if Merchant has reasonable grounds to believe the Card is counterfeit, fraudulent or stolen. (b) The obligation of Merchant imposed by this section to retain or recover a Card does not authorize a breach of the peace or any injury to persons or property. and Merchant will hold Bank and ETS CORPORATION harmless from any claim arising from any injury to person or propeny or other breach of the peace in connection with the retention or recovery of a Card. 2.06 Jtfattinle Transaction Records; Partial Consideration. Merchant will not prepare more than one Sales Draft for a single sale or for a single item but will include alt items of goods and services purchased in a single Transaction in the total amount on a single Sala Draft except under the following circumstances: (i) For purchases in separate departments of a multiple department store; (it) For partial payment, installment payment, delayed delivery or an advance deposit: or (iii) For decayed or amended charges governed by rules for htavel and entertainment merchants and Transactions. 24