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EXHIBIT C: TERMS AND CONDITIONS
<br />1. &PAYMENT SYSTEM.
<br />1.1. E -Payment System. Subject to the terms of this Agreement, during the Term, Provider will process electronic payments to
<br />Merchant ("Payments") from Merchant's taxpayers, citizens and/or customers ("Customers") via an electronic payment system that is
<br />provided by Provider and is described in more detail in the SOW (the "E -Payment System"). Merchant will promptly provide Provider
<br />with information reasonably required by Provider in order to promptly and accurately perform the services contemplated by this
<br />Agreement.
<br />1.2. Payment Date. The date the Payment is posted is the date the Customer manually transmits the Payment to the E -Payment
<br />System or the date an agreed automatic Payment is initiated, whichever is applicable (the "Payment Date"). The Payment Date will be
<br />deemed the date the Payment is made for all purposes, including any late fees, if any, that Merchant may charge to such Customer.
<br />Provider will remit to Merchant all Payments paid via the E -Payment System no later than two (2) business days, excluding bank
<br />holidays, following the Payment Date. Provider cannot control Merchant's financial institution's funds availability or posting policies.
<br />1.3. Chargebacks. Merchant will promptly investigate all Chargebacks (as defined by the Rules of the applicable Payment
<br />Network) with the assistance of Provider. Merchant is responsible for the amounts of all Chargebacks, deposit errors, refunds, and
<br />unfulfilled products and services ("Disputed Amounts"). Provider is responsible for the third -party fees and penalties levied by a
<br />Payment Network in respect of the investigation and resolution of a Chargeback ("Chargeback Resolution Fees"). Provider may, in its
<br />discretion, debit Merchant's account in respect of Disputed Amounts or bill Merchant for the amount of such Disputed Amounts.
<br />1.4. Fraud. Provider may, in its sole discretion, implement any fraud prevention systems that it deems necessary, appropriate,
<br />and/or advisable, including, but not limited to, CVV2, Address Verification Service, Verified by Visa, MasterCard Secure Code and/or
<br />similar systems.
<br />1.5. Indemnified Payments. Chargebacks and Fraud Sections notwithstanding, for payment types marked as Indemnified in the
<br />SOW, Provider will promptly investigate all Chargebacks (as defined by the Rules of the applicable Payment Network) with the
<br />assistance of Merchant. Provider will be liable for Chargeback liability derived from Payments processed by Provider; provided,
<br />however, that (a) the Payment was made via credit card, debit card, PayPal, or Venmo; and (b) Provider may, in in its sole discretion,
<br />implement any fraud prevention systems that it deems necessary, appropriate and/or advisable, including, but not limited to, CVV2,
<br />Address Verification Service, Verified by Visa, MasterCard Secure Code and/or similar systems; and (c) Merchant, will promptly, from
<br />time to time, deliver to Provider all agreements, documents and data and perform all such acts and deeds that Provider requests from (or
<br />of) Merchant for the purpose of resolving a Chargeback; and (d) Merchant will reimburse Provider in respect to fraud, deposit errors
<br />and/or duplicative payments.
<br />1.6. Modification of E -Payment System. Provider may modify the features and functionality of the E -Payment System at any time
<br />and from time to time; provided, however, that Provider will not modify the E -Payment System in a manner that would significantly
<br />adversely affect the use thereof, without providing at least ten (10) days prior notice to Merchant of any such modification.
<br />1.7. Fees. In consideration for the provision of the E -Payment System, Customers will pay to Provider, in respect of each Payment,
<br />the Convenience Fees that are detailed in the SOW and Merchant, if applicable, will pay to Provider the Merchant Absorbed Fees and/or
<br />other fees set forth in the SOW. Provider will pay the charges levied by the Payment Networks for processing Payments, including
<br />interchange fees, assessments, authorization fees, risk fees, transmission fees and similar fees ("Transaction Fees") and for Chargeback
<br />Resolution Fees. If federal and/or state statutes or Payment Network Rule changes impact the ability to impose the Convenience Fees
<br />and/or Merchant Absorbed Fees, or if the Payment Network(s) notify either party of changes required to the Convenience Fees and/or
<br />Merchant Absorbed Fees, the parties agree to amend the Convenience Fees and/or Merchant Absorbed Fees to comply with such statutes
<br />and rule changes. The Convenience Fees and/or Merchant Absorbed Fees are calculated based on the assumptions that the total number
<br />of payments and the total payment amount collected each month from the use of non -consumer credit and debit cards shall be under 5%
<br />of the respective total per month and that the combined cost of Third Party Fees is less than 60% of the Convenience Fees and/or
<br />Merchant Absorbed Fees charged by Provider for a given transaction type (e.g., tax payment) and/or payment method (e.g., Visa credit)
<br />(collectively, the "Fee Assumptions"). Provider may amend the SOW, upon prior written notice to Merchant, if a Fee Assumption is not
<br />accurate or if such change is required due to changes in the Rules. "Payment Network" means a group of credit/debit card issuer banks,
<br />debit networks and other method providers, including, without limitation, PayPal Commerce, Visa U.S.A., Inc., MasterCard
<br />International, Inc., American Express, Discover, and the NYCE, Pulse, Star, and Interlink debit networks. "Rules" are the bylaws, rules,
<br />and regulations, as they exist from time to time, of the Payment Networks. "Third Party Fees" means all taxes imposed by any
<br />governmental entity and Transaction Fees.
<br />1.8. Reporting. Provider will provide its standard daily transaction reports; provided, however, that Provider may provide custom
<br />transaction reports to Merchant for an additional monthly fee upon Merchant's request.
<br />1.9. Routing; Transaction Processing. Provider may, in its sole discretion, route Payments through any eligible network, including
<br />but not limited to debit networks, and/or process Convenience Fees as a single transaction (Convenience Fee plus Payment) or as separate
<br />transactions.
<br />Payment Processing Services Statement of Work.• nCourt, LLC & Indian River County -Solid Waste Disposal District I Page 8 of 14
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