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II. Additional Terms.
<br />B. GolfNow Payments Merchant Services Agreement for Sub -Merchants.
<br />In connection with the Agreement Client has entered into with GolfNow, LLC ("Provider"), WorldPay, LLC, having its principal office at 8500
<br />Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively "Acquirer(s)") may provide Client ("Sub -
<br />merchant") with certain payment processing services ("Acquirer Services") in accordance with the terms of this Sub -Merchant Agreement. For the
<br />avoidance of doubt, the Acquirer Services are not part of the services provided by Provider under the Agreement. The term "Service," as used in
<br />this Sub- Merchant Agreement, refers solely to the services provided by Provider under theAgreement.
<br />In consideration of Sub -merchant's receipt of credit or debit card funded payments, and participation in programs affiliated with MasterCard
<br />International Inc. ("MasterCard"), VISA U.S.A. Inc. ("VISA"), Discover ("Discover'), and certain similar entities (collectively, "Associations"), Sub -
<br />merchant is required to (i) enter into a direct relationship with an entity that is a member of the Associations and (ii) agree to comply with Operating
<br />Regulations (defined below) and Association rules as they pertain to applicable credit and debit card payments. By entering into this Sub -Merchant
<br />Agreement, Sub -merchant is fulfilling the Association rule of entering into a direct relationship with a Member of the Associations; however,
<br />Acquirers understand that Sub -merchant has contracted with Provider to obtain certain processing services.
<br />NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:
<br />1. Certain Sub -merchant Responsibilities.
<br />For the purposes of this Sub -Merchant Agreement, the following terms shall have the meanings set forth below:
<br />"Cardholder" shall mean any person authorized to use a Card or the accounts established in connection with a Card.
<br />"Cards" shall mean MasterCard, VISA, Discover and Other Network cards, account numbers assigned to a Cardholder or other methods of payment
<br />accepted by Processor under this Sub -Merchant Agreement.
<br />"Issuer" shall mean financial institution or other entity that issued the Card(s) to the Cardholders.
<br />"Other Network" shall mean any network or card association other than VISA, MasterCard, or Discover in which Provider participates hereunder
<br />Sub -merchant agrees to participate, and to cause third parties acting as Sub -merchant's agent ("Agents"), to participate in the Associations in
<br />compliance with, and subject to, the by-laws, operating regulations and/or all other rules, policies and procedures of the Associations (collectively
<br />"Operating Regulations"). The Associations make excerpts of their Operating Regulations available online, including via:
<br />hftps://www. mastercard. us/en-us/business/overview/support/rules. html; https://usa. visa. com/support/consumer/visa-rules. html;
<br />hftps://www.americanexpress.com/merchantopquide; hftps://www.discoverglobalnetwork.com/content/dam/discover/en us/dan/pdfs/MIT-
<br />Implementation-Guide.pdf.
<br />Each applicable Association's complete Operating Regulations are incorporated by reference into this Sub -Merchant Agreement and will control
<br />with respect to any conflict in terms between this Sub -Merchant Agreement and such Operating Regulation. Sub -merchant will not discriminate
<br />against Cards or Issuers (e.g., limited acceptance options) except in full compliance with the Operating Regulations, and will comply with all
<br />Operating Regulations, applicable laws, and regulations related to its business operations, PCI -DSS obligations, the use of an Association's marks,
<br />and each transaction acquired hereunder. Sub -merchant expressly agrees that it will accept Cards and protect, utilize, or restrict transaction data,
<br />including the magnetic stripe and CVV2, in accordance with the terms of this Agreement, applicable law or regulation, and the Operating Regulations,
<br />and will cooperate with any audit requested by an Association until such audit is completed.
<br />In addition to complying with each Association's obligations or prohibitions related to acceptance, disbursement, or resubmission of a transaction,
<br />Sub -merchant may not submit any illegal, fraudulent, or unauthorized transaction and shall only submit transactions for the sale of its own goods or
<br />services, and not any other person or company, and may not receive payment on behalf of or, unless authorized by law, redirect payments to any
<br />other party. Sub -merchant covenants that it is not a third -party beneficiary under any agreement with an Association, however, an Association may
<br />be a third -party beneficiary of this Agreement, and shall have the rights, but not any obligation, necessary to fully enforce the terms of this Agreement
<br />against the Sub -merchant.
<br />Sub -merchant authorizes Provider to conduct checks of Sub -merchant's background, credit, or banking information, as necessary, and agrees that
<br />all information obtained under this Agreement may be shared with an Association. Sub -merchant acknowledges and agrees that it is responsible for
<br />its employees' actions, it will notify Provider of any 3rd party that will have access to cardholder data, and it will immediately report all instances of
<br />a data breach to Provider immediately after it reasonably identifies an incident.
<br />Sub -merchant also agrees to comply with all applicable state, federal, and local laws, rules, and regulations ("Laws"). Without limiting the
<br />foregoing, Sub -merchant agrees that it will fully comply with any and all confidentiality and security requirements of the USA Patriot Act (or similar
<br />law, rule or regulation), VISA, MasterCard, Discover, and/or Other Networks, including but not limited to the Payment Card Industry Data Security
<br />Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or
<br />requirement that may be published and/or mandated by the Associations. For purposes of this section, Agents include, but are not limited to, Sub -
<br />merchant's software providers and/or equipment providers.
<br />Sub -merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub -merchant to cardholders, and
<br />is expressly prohibited from processing, factoring, laundering, offering, and/or presenting sales transactions which are produced as a result of
<br />sales made by any person or entity other than Sub -merchant, or for any purposes related to any illegal or prohibited activity including but not
<br />limited to money-laundering or financing of terrorist activities.
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