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Data Security Event any actual or suspected unauthorized or fraudulent access to (or
<br />use, disclosure, or alteration of) Transaction Data (including but not limited to Cardholder
<br />Information) whether consisting of a single event, a continuous course of events, or a series
<br />of related events.
<br />Debit Card: a card bearing a valid Mark of Visa, MasterCard, Discover Network or
<br />American Express or any debit network that is used to access funds in a Cardholder's bank
<br />account or a prepaid account,
<br />Default: See Section 19.5.
<br />Device: a tablet, smartphone, or other mobile or fixed form factor identified by us as
<br />compatible with and capable of accessing and/or supporting a particular Service.
<br />Discount Rate: a percentage rate or amount charged to a merchant for processing its
<br />qualifying daily Credit Card and Non -PIN Debit transactions, as set forth in the
<br />Application.
<br />Dispute: any dispute, claim, or controversy related to or arising under any aspect of your
<br />relationship with us, whether directly with Processor and/or Bank, or indirectly with any
<br />other Person or entity related to the relationship, and arising at any time during, before, or
<br />after that relationship.
<br />Early Termination Fee: see Section 19.4
<br />EMV Upgrade Costs: the costs you agree to incur to upgrade payment acceptance and
<br />processing hardware and software to enable you to accept and process EMV-enabled Cards
<br />in a manner compliant with the PCI DSS.
<br />Equipment: equipment purchased by you under this Agreement and any Equipment
<br />Documents.
<br />Equipment Documents: documents setting out additional terms on which Equipment is
<br />rented to or purchased by you under this Agreement.
<br />Extended Term: see section 19.2.
<br />Fee Schedule: Includes the pricing and other information provided in Section 7 of your
<br />Application and the Interchange Rate/Fee Schedule.
<br />Foreign Currency: a currency other than the Local Currency and supported by us for a
<br />particular service.
<br />General Terms: these general terms and conditions on which the Services are provided,
<br />including any amendments or modifications.
<br />Guarantor: means any party who signs on the Personal Guarantee signature line(s) of
<br />the Application. See section 29.2.
<br />Issuer: the financial institution or Card Organization that has issued a Card to a Person.
<br />Local Currency: the currency associated with your place of domicile and approved by us.
<br />Integration: see section 22.1.
<br />Marks: names, logos, emblems, brands, service marks, trademarks, trade names, tag lines
<br />or other proprietary designations belonging to a party to this Agreement or their respective
<br />Affiliates or agents.
<br />Merchant: the legal entity or business identified in the Application and whose name and
<br />signature appears on this Agreement and the Application and who may be referred to in this
<br />Agreement, you or your.
<br />Merchant Account: shall mean an account set up for a merchant that requires a card
<br />processor, bank, merchant i.d., terminal i.d., merchant account number, or otherwise
<br />named unique merchant number. Multiple physical or virtual storefronts that process
<br />transactions under the same unique merchant number shall be deemed as one (1) Merchant
<br />Account. Merchant Account Number: a number that numerically identifies each merchant
<br />location, outlet, or line of business to us for accounting and billing purposes.
<br />MID: merchant identification number.
<br />Mitigation Service: a service provided to a Cardholder whose information is the subject
<br />of a Data Security Event, where the primary purpose of the service is to mitigate the effects
<br />of the Data Security Event, including identity theft education and assistance and credit
<br />monitoring.
<br />Non -PIN Debit a transaction using a Debit Card that is processed without the use of a
<br />PIN.
<br />Non -Qualified Fee: the difference between the interchange or program pricing associated
<br />with the Anticipated Interchange and Program Pricing Level and the interchange or
<br />program pricing associated with the more costly interchange or program pricing level at
<br />which the transaction actually processed.
<br />Non -Qualified Surcharge Fee: a surcharge applied to any transaction that fails to qualify
<br />for the Anticipated Interchange and Program Pricing Level and is therefore downgraded to
<br />a more costly interchange or program pricing level. The Non -Qualified Surcharge Fee (the
<br />amount of which is set out on the Fee Schedule) is in addition to the Non -Qualified Fee,
<br />which is also your responsibility.
<br />PCI: Payment Card Industry.
<br />PCI DSS: Payment Card Industry Data Security Standard, as amended from time to time.
<br />See section 26.1.
<br />PCI Non -Compliance Fee: See section 10.10.
<br />Person: an individual, corporation, partnership, sole proprietorship, trust, association or
<br />any other legally recognized entity or organization, other than you or us.
<br />Personal Guarantee: See section 29.2.
<br />PIN: a Personal Identification Number entered by the Cardholder to submit a PIN Debit
<br />transaction.
<br />PIN Debit: a transaction using a Debit Card where a Cardholder -enters a PIN via a PIN
<br />Pad.
<br />Processing Infrastructure: means a Card processing infrastructure capable of processing
<br />a Chip Card.
<br />Processor: TD Bank, N.A.
<br />Processor Provided Service: has the meaning set forth in Section 1.1 of this document
<br />and includes Services provided directly to merchant by Processor or their affiliates as part
<br />of the suite of Services offered by Bank. These Services include but are not limited to Clover,
<br />Clover Go and Insightics Solution.
<br />Reserve: funds that are otherwise payable to you which we hold to secure your obligations
<br />under this Agreement, pursuant to Section 17 of this Agreement. The Reserve may also
<br />refer to other collateral that you may provide to us to secure such obligations. References
<br />to "Reserve Account" shall refer to our records and accounting of such funds or other
<br />collateral.
<br />Security Event Expenses: means: (a) any obligation that you have to us arising from a
<br />Data Security Event, including EMV Upgrade Costs; (b) the cost of a security assessment
<br />conducted by a qualified security assessor approved by a Card Organization or PCI to
<br />determine the cause and extent of a Data Security Event; and (c) any reasonable fees or
<br />expenses incurred by us, or by you with our prior written consent, for any Mitigation
<br />Service specifically approved by us in writing but only if the Mitigation Service is provided
<br />within one (1) year after discovery of the relevant Data Security Event.
<br />Services: the activities undertaken by us to authorize, process and settle Card transactions
<br />undertaken by Cardholders at your location(s), and all other services provided by us under
<br />this Agreement.
<br />Settlement Account: an account or account(s) at a financial institution designated by
<br />you as the account to be debited and credited by us for Card transactions, fees, Chargebacks
<br />and other amounts due under this Agreement or in connection with this Agreement. Initial
<br />Settlement account information is provided in Section 4 of the Merchant Processing
<br />application.
<br />Software: all software, computer programs, related documentation, technology, know-
<br />how and processes embodied in the Equipment i.e. firmware or otherwise provided to you
<br />under this Agreement. For the avoidance of doubt, the term Software shall not include any
<br />software available as part of a Processor Provided Service or Third Party Service or which
<br />may be obtained by you as part of the Services or separately from the Services (e.g. any
<br />applications downloaded by you through an application marketplace).
<br />Third Party Services: services, products, promotions or applications provided by
<br />someone other than us. Bank, Processor or the respective Affiliates or agents.
<br />Transaction: means a transaction conducted between a Cardholder and you utilizing a
<br />Card in which consideration is exchanged between the Cardholder and you.
<br />Transaction Data: data collected as part of performing Services for you.
<br />Transaction Rate: the then -current Foreign Currency exchange rate used by the Card
<br />Organizations or their designee to convert the net funding amount into the Local Currency.
<br />Wireless Networks: certain cellular telephone and data networks to which we have
<br />access though Wireless Vendors.
<br />Personal Guarantee: see section 29.2. This term may also be referred to as Personal
<br />Guaranty.
<br />Processor: Fist Data Merchant Services Corporation.
<br />Wireless Services: wireless data communication services that use radio base stations and
<br />switching offered by Wireless Networks in order to allow you to capture and transmit to us
<br />certain wireless Card Authorization transactions or to transmit other communications to
<br />our system.
<br />Wireless Software: wireless software (including any documentation relating to or
<br />describing the wireless software) downloaded by you or your designee from our systems
<br />onto the Wireless Equipment.
<br />Wireless Vendors: one or more third party vendors selected by us in our sole discretion
<br />through whom we have acquired the right to, resell Wireless Services.
<br />You,Your: the Merchant signing this Agreement and Application.
<br />Your Payments Acceptance Guide: the information prepared by us, containing
<br />operational procedures, instructions and other rules and requirements relating to Card
<br />transactions.
<br />TD2008(ia)
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<br />August 2017 Manual T&C - CAP # 40233
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