HomeMy WebLinkAboutR-2009-042 Electronic Payment Services Agreement with US Bank and Elavon, Inc.RESOLUTION NO. R-2009-42
A RESOLUTION authorizing and directing the City of Yakima to execute a Treasury
Management Services Agreement with U. S. Bank and a Govemment
Terms of Service Agreement with Elavon, Inc., a subsidiary of U. S. Bank,
in order to provide electronic payment and debit/credit services, for the
public, thereby offering additional options for the payment of municipal
services.
WHEREAS, the City of Yakima seeks to offer to the public additional options for the
payment of municipal services; and
WHEREAS, the City Council directed staff to conduct a Request For Proposals ("RFP")
and several submissions from vendors were received; and
WHEREAS, the Purchasing Department and the Finance Department, with the
participation of Information Systems and Utility Services, determined that U. S. Bank and its
subsidiary Elavon, Inc., provided the most effective services for the City of Yakima in
accordance with the City's requirements; and
WHEREAS, the Purchasing Department and the Finance Department successfully
completed negotiations with U. S. Bank and Elavon, Inc. for the necessary agreements with
both entities; now, therefore:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager and/or the Director of Finance of the City of Yakima are hereby
authorized and directed to execute the attached and incorporated Treasury Management
Services Agreement with U. S. Bank and the attached and incorporated Government Terms of
Service Agreement with Elavon, Inc., a subsidiary of U. S. Bank, to provide electronic payment
and debit/credit services included herein, as updated from time to time, and any other
agreements as needed to provide these services, thereby offering the public additional options
for the payment of municipal services.
ADOPTED BY THE CITY COUNCIL this 24th day
ATTEST:
David Edler, Mayor
ban
SCOICCCOAIAPICIII V.41
Rank
Treasury Management Service Agreement
This U.S. Bank Treasury Management Service Agreement will govern the treasury management services provided to
the Account Holder(s) listed below (and in any addendum hereto) and any deposit accounts that have been, or will
be, established with U.S. Bank by any Account Holder.
Name of Account Holder(s) (individually & collectively, "the Customer") Tax Identification Number
CITY OF YAKIMA 91-6001293
The undersigned Contract Signers, being the owners, officers, partners, managers or otherwise duly authorized
agents of the Customer hereby agree as follows:
U.S. Bank's Treasury Management services ("Services") are described in the U.S. Bank Treasury Management
Services Terms and Conditions, the merchant processing Terms of Service, any Implementation Documents, user
manuals, operating guides and other related documentation and disclosures provided by U.S. Bank, and any
addendum to any of the foregoing (collectively the "Agreement"). The Contract Signers, acting on behalf of the
Customer, has received and reviewed the Agreement and desires to use one or more of the Services by entering into
this Agreement.
Authorized Signers
The Contract Signers certify and warrant that they have taken all action required by the organizational documents of
the Customer to authorize the individuals signing below to act on behalf of the Customer (the "Authorized Signers")
in all actions taken under the Agreement. The Authorized Signers are empowered in the name of and on behalf of the
Customer to enter into all transactions contemplated in the Agreement mcludmg, but not limited to, selecting
Services, appointing Agents to act on behalf of the Customer in the delivery of Services, signing additional
documentation necessary to implement the Services and giving the Customer instructions with regard to any Service,
including without limitation, merchant processing, wire transfers, ACH transfers, and any other electronic or paper
transfers from or to any account the Customer may maintain with U.S. Bank. U.S. Bank may, at its discretion,
require the Customer to execute additional documentation to implement or amend certain Services. In such cases,
documentation necessary to implement or amend such Services shall be signed by at least one of the Authorized
Signers.The Contract Signers further acknowledge and agree that U.S. Bank may implement or amend Services
based on the verbal, written, facsimile, voice mail, email or other electronically communicated instructions that it
believes in good faith to have been received from an Authorized Signer. U.S. Bank is entitled to act in reliance upon
the authorizations in this Agreement until it receives written notice of their revocation and has a reasonable
opportunity to act thereon.
Authorized Signer (please print):
Richard A. Zais, Jr.
Title:
City Manager
kignature: 4
Date:
Authorized Signer (please print):
Rita M. DeBord
Title:
Director Finance and Budget
Signature:�
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Date:
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U.S Bank Treasury
Management Services Agreement
Page 1 of 2
Revision Date: 3/2008
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Treasury Management Service Agreement
Authorized Signer (please print):
Cindy Epperson
Title:
Deputy Director Accounting/Budget
Signature: r1 ""?
Date:
Authorized Signer (please print):
Title:
Signature:
Date:
Customer acknowledges that it has received a copy of the Agreement which governs treasury management services,
plus all disclosures of fees and service charges and other disclosures required by law and agrees that all treasury
management services will be governed by the Agreement.
In compliance with Internal Revenue Service ("IRS") Regulations, the Contract Signers on behalf of the Customer
hereby certify, under penalty of perjury, that the Taxpayer Identification Number(s) provided in this Agreement are
correct, and that the Customer is not subject to backup withholding because: (a) it is exempt from backup
withholding, or (b) if not exempt, is has not been notified by the IRS that it is subject to backup withholding as a
result of a failure to report all interest and dividends, or (c) the IRS has notified the Customer that it is no longer
subject to backup withholding.
The Contract Signers hereby certify that: (i) the signatures appearing above are the true and authentic signatures of
the Authorized Signers; (ii) the assumed business name(s) of the Customer, if any, are duly registered with the
appropriate state agency, and if not, U.S. Bank shall be promptly notified when registered; (iii) the Contract Signers
are duly authorized agents of the Customer and that they are sigmng on behalf of the Customer in their authorized
capacity; and (iv) the Contract Signers have full authority to execute this Agreement.
Contract Signer (please print):
Richard A. Zais, Jr.
Title and Name of Company:
City Manager
Signature:
Date:
Contract Signer (please print
Rita M. DeBord
Title and Name of Company:
Director Finance and Budget
Signature:
Date: q—
APPROVAL BY')U.S. BANK NATIONAL ASSOCIATION
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Officer Number:a.(~if-,t°_
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Date: 5/'/' U-fi
CITY CONTRAC r N0: 02009 4'L
RESOLUTION NO: /1 --.?/1.119— 7oZ
U.S. Bank Treasury
Management Services Agreement
Page 2 of 2 Revision Date: 3/2008
bank®
Five Star Service Guaranteed �;�*7
Treasury Management Services
Terms and Conditions
Thank you for choosing U S. Bank Treasury
Management Services. This document provides
product information, disclosures and
descriptions of the Treasury Management
Services ("Services") available at U.S Bank.
Other documents may become part of our
Agreement depending on the Services you
select. Please read all documents carefully; they
will govern the Services provided to you.
U S Bank National Association
Member FDIC
Treasury Management Services — Terms and Conditions U.S Bank
CONTENTS
Page
I. Introduction 1
II. Terms Applicable to All Treasury Management Services 2
III. Terms Applicable to All Internet -Based Services 6
IV. Terms Applicable to Specific Treasury Management Services
A. E -Payment Service 7
B. Information Reporting and Transaction Services 8
C. ACH Services 9
D. Wire Transfer Services 13
E. Paper -Based Disbursement Services 15
Controlled Disbursement 15
Drafts/Warrants 16
F. Positive Pay Services 17
Attachment: Schedule "A" - Pricing
Treasury Management Services — Terms and Conditions U.S Bank
tINTRODUCTIOI
1. Definitions
a. "Agent" means any director, officer, employee, representative,
affiliate, third -party vendor or any other person acting on behalf of the
Customer with the actual, implied or apparent authority of Customer
Bank may rely on any grant of authority until it receives written notice of
its revocation and is given a reasonable amount of time to act upon such
notice.
b. "Bank" means U.S Bank National Association and each subsidiary or
affiliate of U S Bank that provides Services to Customer
c. "Business Day" means any day on which a majority of Bank's offices
are open to the public for substantially all banking functions. Saturdays,
Sundays, federal or state holidays or any day recognized by a Federal
Reserve Bank as a holiday shall not be considered a Business Day,
even if Bank's offices are in fact open.
d. "Customer" means the City of Yakima, Washington.
e. "Elavon" means Elavon, Inc. and any subsidiary or affiliate of Elavon
that provides merchant processing services to Customer
2. Other Agreements, Laws and Regulations
In addition to these terms and conditions (collectively referred to herein
as the "Agreement"), the Services are provided to the Customer subject
to the following other agreements, laws and regulations, which are
hereby incorporated into and made part of this Agreement:
a. the U S. Bank Treasury Management Service Agreement;
b the Elavon Terms of Service and Merchant Operating Guide;
c. the set-up materials, user guides, and any supplement thereto
required by Bank to implement a specific Service (referred to in the
Agreement as the "Implementation Documents");
d. the provisions of the then current deposit account agreement and
accompanying disclosures and fee schedules, which govern standard
deposit accounts and other depository services;
e. the Uniform Commercial Code, as enacted in the State of
Washington;
f. any applicable automated clearinghouse operating rules, including,
without limitation, the National Automated Clearing House Association
Operating Rules and Guidelines (the "NACHA Rules"), the National
Checking Clearinghouse Association Rules (the "NCHA Rules"), and the
rules promulgated by the Electronic Check Clearing House Organization
(the "ECCHO Rules"); and
g. federal, state and local laws and regulations applicable to Bank or
Customer, including, without limitation, Regulation CC promulgated by
the Board of Governors of the Federal Reserve System, 12 CFR Section
229 1, et seq. ("Regulation CC"), all Operating Circulars promulgated by
the Board of Governors of the Federal Reserve System, and the
regulations promulgated by the Office of Foreign Assets Control
("OFAC").
3. Amendments to Agreement
Any and all amendments to this Agreement must be in writing and
executed by both parties.
4. No Third Party Beneficiaries/Third Party Claims
Services provided by Bank are for the sole and exclusive benefit of
Customer, and no other persons or organizations shall have any of the
rights and remedies arising under this Agreement. Customer agrees
that Bank will not be liable for any and all claims, demands, expenses,
losses, liabilities and damages of third parties of any nature whatsoever,
including, without limitation, reasonable attorney fees and court costs at
trial or appeal arising directly or indirectly from any Service delivered to
Customer pursuant to this Agreement.
5. Disclaimer of Warranties
NOTICE: BANK MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
IN LAW OR IN FACT TO THE EXTENT ALLOWED UNDER
WASHINGTON LAW, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE AND OF MERCHANTABILITY, EITHER TO CUSTOMER
OR TO ANY OTHER PARTY, WITH RESPECT TO THE SERVICES
PROVIDED BY BANK OR ITS AGENTS OR WITH RESPECT TO
SOFTWARE PRODUCTS PROVIDED OR MADE AVAILABLE TO THE
CUSTOMER FOR ITS USE BY BANK IN CONNECTION WITH THIS
AGREEMENT AND ANY SERVICE.
Page 1 (Rev 3/08)
Treasury Management Services — Terms and Conditions
U.S. Bank
iirtfkMS APPLICABifttoT L TREASURY. MANAGyEMENTs
SERVICESri+a
1. Services
Bank may provide Services that are not specifically included in the
Services section of this Agreement. By accepting and using any
Service, Customer agrees that the Service will be governed by this
Agreement. Certain Services included in this Agreement may not be
available or may not be provided in certain market areas.
2. Proprietary Information
Customer acknowledges that this Agreement, all Bank's related
documentation and computer programs and systems used in providing
Services, and all information related thereto constitute proprietary
property of Bank that is of great commercial value. Customer agrees
that it shall not acquire any proprietary interest or rights therein as a
result of its use of the Services and shall keep all such proprietary
information strictly confidential, subject to the requirements of the
Washington State Public Records Act, RCW § 42.56.
3. Representations and Warranties
Customer and Bank each represent and warrant to the other, as of the
date this Agreement is entered into and at the time any Service is used
or performed, that: (a) it is validly existing and in good standing under
the laws of the jurisdiction of its organization; (b) it has all requisite
power and authority to execute and deliver, and to perform its obligations
under, this Agreement and each Service used or performed by it; (c) this
Agreement has been duly authorized and executed by it and constitutes
its legal, valid and binding obligation, and (d) any consent or
authorization of any governmental authority or third party required to be
obtained by it in connection with this Agreement or any Service used or
performed by it has been obtained.
4. Financial Review
Bank's willingness to provide Services to Customer is dependent on the
Customer's financial condition. Customer's financial condition is subject
to review by Bank from time to time, and such reviews must be
satisfactory to Bank in its sole discretion and opinion. Customer shall,
upon request, provide to Bank any such information as Bank may
reasonable require to perform any such review. Customer's failure to
meet such standards or provide such information or assistance when
requested shall constitute a breach of this Agreement and shall permit
Bank to cease providing Services upon written notice to Customer
5. Fees
Unless otherwise agreed by Bank in writing, Customer shall pay Bank
the fees, charges and assessments set forth in the attached Schedule
A, plus additional fees and expenses for extraordinary Services. Bank
may change the amount or type of service charges only at the time of
the renewal of this Agreement (if any), which changes must be agreed
upon in writing by Customer and Bank.
6. Deposit Accounts
Most treasury management services require that Customer maintain one
or more deposit accounts with Bank. All checks, wire transfers, ACH
payments and other items deposited into such accounts are provisionally
credited and taken subject to later verification by Bank and Bank's
receipt of final settlement. Deposited items that are deposited and later
returned unpaid will be charged against the account without prior notice.
Customer agrees to pay Bank for any overdraft or overpayment in any of
Customer's accounts. Bank will first attempt to recover such amounts
from account number (to be determined) or any replacement thereof
7. Security Interest
Customer grants to Bank a consensual possessory security interest in
the account number referenced in paragraph 6 above (or any
replacement thereof) and the funds held therein to secure payment of all
of Customer's obligations under this Agreement.
8. Information Sharing
Customer agrees that Bank may share information: (a) with Bank's
affiliates (i.e. entities related to Bank by common control or ownership)
that offer financial products and other services, related to those identified
in this Agreement and with our administrative or service units that
perform these functions; (b) with non-affiliated entities that provide
support services to Bank or that assist Bank in providing financial
products and services to Customer; and (c) to credit rating agencies or
other entities as permitted by law
9. Authorized Signers and Users
Customer shall appoint certain Authorized Signer(s) in the U.S. Bank
Treasury Management Service Agreement or in such other format as
may be agreed by Bank. Customer agrees that Authorized Signers shall
be authorized to act on behalf of Customer in all actions taken under this
Agreement and may enter into all transactions contemplated in this
Agreement, including, without limitation, selecting Services for the
benefit of Customer, appointing Agents to act on behalf of Customer in
the delivery of Services, signing additional documentation that may be
necessary to implement Services and giving Customer's instructions
with regard to any Service, including, without limitation, wire transfers,
ACH transfers and other electronic or paper transfers from or to any
account Customer maintains with Bank. The Authorized Signer(s)
designated in the U S. Bank Treasury Management Service Agreement
shall appoint Agents to use the Services provided for the benefit of
Customer ("Authorized Users"). Authorized Users may act on behalf of
Customer for a particular Service in accordance with the relevant
Implementation Documents or other document(s) establishing the
Authorized Users' responsibilities. Customer may revoke the authority of
or change the Authorized Signers or Authorized Users at any time upon
prior written notice and execution of additional documentation required
by Bank. Such change or revocation shall not be binding upon Bank
until it has received the required written notice and has had a reasonable
opportunity to act thereon. In any event, Bank may act on instructions
that it believes in good faith were provided by an Authorized Signer or
Authorized User, or anyone purporting to be an Authorized Signer or
Authorized User
10. Check Samples, Forms Approval and Service Implementation
Bank reserves the right to approve the form of Customer's checks,
drafts, deposit slips and similar documentation. Prior to initiating a new
account or Service, or at any other necessary time, Customer agrees to
provide all information and conduct any test that Bank may reasonably
request, including, without limitation, Implementation Documents,
signature cards, test tapes, transmissions, corporate resolutions and
other documents. Bank may also request samples of Customer's
checks, drafts, deposit slips and similar items to ensure, in Bank's sole
discretion, whether such items meet Bank's quality control and
processing standards. In the event that Bank determines that any item
or test does not meet its specifications, Bank will so advise Customer
Customer acknowledges that Services will not commence or continue
until such time as an approved item or test is provided to Bank and
determined by Bank to be satisfactory Customer shall be responsible
for initial product installation, whether or not Bank provides telephone or
on-site installation support.
11. Security Procedures
a. Introduction. Bank and Customer shall agree to one or more security
procedures that must be used by Bank and Customer in connection with
certain Service(s), which security procedures are deemed to be
commercially reasonable. Customer agrees to be bound by any
payment order, transaction or service change order that is acted upon by
Bank in accordance with such security procedure. Customer
understands that the security procedures are not for the purpose of
detecting errors in the transmission or content of information controlled
by Customer If Customer selects certain security procedures to use in
connection with a Service and those security procedures provide less
protection against unauthorized transactions or activity than other
security procedures offered by Bank in connection with such Service, the
security procedures selected by Customer shall be deemed
commercially reasonable to the same extent as the security procedures
offered by Bank that provide greater protection. Bank reserves the right
to issue new security procedures and/or to cancel or change any
security procedures from time to time.
Page 2 (Rev 3/08)
Treasury Management Services — Terms and Conditions
U S Bank
b. Access. Customer shall be solely responsible for designating
individuals authorized to access Services. Access to Services will be
controlled through the use of Customer IDs, user IDs, passwords,
private keys or other security devices. Customer is solely responsible
for maintaining its own internal security and agrees to use the utmost
care in selecting any company or individual given access to use one or
more of the Services. Neither Bank nor Customer shall disclose any
information regarding the Services that an unauthorized user would find
helpful to obtain access to all or part of any Service.
c. Confidentiality. Customer and Bank represent, warrant and mutually
agree that all confidential information concerning the other party or
parties that comes into its possession in connection with any of the
Services, including, without limitation, security procedures or any
security codes, keys, personal identification numbers, digital
certificates/signatures or template numbers ("Codes"), will be maintained
in strictest confidence and shall not be used or divulged to any other
party except as may be necessary or advisable for the due performance
of any of the Services or as required by applicable law, subject to the
requirements of the Washington State Public Records Act, RCW §
42.56. Bank shall maintain physical, electronic, and procedural
safeguards to keep Customer's confidential information secure. Both
Bank and Customer are solely responsible for the procedures to assure
the internal confidentiality of its own security procedures, security
devices and codes and assumes all risk of accidental disclosure or
inadvertent use of any security device by any party whatsoever, whether
such disclosure or use is on account of Customer's negligent or
deliberate acts or otherwise. If Bank or Customer or its Agents have
reason to believe that any security procedures or Codes have or may
become known by unauthorized persons (whether or not employed by
Customer), such party shall immediately notify the other party by
telephone and confirm such verbal notification in writing to Bank within
24 hours. The affected party will replace the security procedures and
Codes in accordance with mutually agreed-upon security procedures.
Customer shall be solely responsible for funds transfer instructions and
other communications initiated before Bank received Customer's notice
and had a reasonable time to act on such notice. Bank reserves the
right to change any or all of the security procedures or codes by giving
verbal or written notice to the Customer Bank and Customer's
obligation to maintain the confidentiality of all security procedures shall
survive the termination of any Service or this Agreement.
d. Verbal and/or Written Instructions. For some Services, Bank may
choose to honor Customer's request to give Bank verbal or written
instructions regarding the Services. Customer agrees that Bank may in
good faith rely on such verbal or written instructions that purport to come
from an authorized Agent of the Customer without independent
verification by Bank.
12. Unsecured Electronic Transmissions and Instructions
Bank shall transmit to Customer information related to Services via
secure electronic transmissions. If Customer elects to send or receive
instructions or reports from Bank via unsecured electronic means,
including, without limitation, facsimile transmission, voice mail,
unsecured e-mail, pager or other unsecured electronic or telephonic
methods ("Electronic Transmission"), Customer acknowledges that such
Electronic Transmissions are an inherently insecure communication
method due to the possibility of error, delay and observation or receipt
by unauthorized personnel. Bank may rely in good faith on Customer's
instructions regarding how and to what number or e-mail address
Electronic Transmissions should be sent and may rely on any Electronic
Transmission that it reasonably believes to have been initiated by the
Customer. Should Customer elect to send or receive unsecured
Electronic Transmissions to or from Bank, Customer assumes all risks,
and Bank shall not be liable for any loss, that results from the
nonreceipt, disclosure, alteration or unauthorized access of any such
unsecured Electronic Transmission.
13. Telephone Recording
Customer acknowledges, agrees and consents on behalf of itself, and its
Agents, that Bank may monitor and record telephone conversations at
any time without further notice to the parties to such conversations,
subject to the requirements of Washington state and federal law The
decision to record any conversation shall be solely in Bank's discretion,
and Bank shall have no liability for failing to do so
14. Computer Equipment and Software
Many Services require the use of computer hardware and software or
other equipment. Customer is solely responsible for maintaining its
computer and equipment in good working order, with the necessary
compatibility and format to interface with Bank's systems, including,
without limitation, the ability to support the Bank's security procedures.
Customer agrees to install upgrades and other system enhancements
within a reasonable time of being requested to do so by Bank. License
Agreements for necessary software shall either be embedded in the
software or separately documented. Customer agrees to comply with all
applicable software license agreements, whether or not such
agreements have been executed by Customer Customer has no rights
or ownership in any software provided by or through Bank and shall not
transfer, copy, alter, modify, reverse engineer, reproduce, or convey in
any manner, in whole or in part, any such software. Customer shall
return all software and user manuals associated with any software upon
request. Bank makes no representations or warranties with respect to
any equipment or software provided by Bank.
15. Transactions on Non -Business Days/Cutoff Times
Transactions, deposits, payment orders, entries or other requests by
Customer received by Bank on a non -Business Day or after established
cutoff deadlines may be treated by Bank as received on the next
business day Bank may change any cutoff time or other deadline at
any time. Bank will make a reasonable effort to notify Customer of any
changes in advance.
16. Customer -initiated Transactions and Instructions
Bank will honor Customer's transactions and instructions (including
adjustments, amendments and cancellations) only when Customer has
complied with this Agreement and related policies and procedures.
Bank will be under no obligation to honor, either in whole or in part, any
transaction or instruction that:
a. exceeds Customer's collected or available funds on deposit with
Bank;
b. Bank has reason to believe may not be authorized by Customer;
c. involves funds subject to a hold, dispute or legal process preventing
their withdrawal;
d. violates any provision of any applicable regulation of the Federal
Reserve Bank or any other federal, state or local regulatory authority; or
e. Bank has reasonable cause not to honor, for the protection of either
Bank or Customer
17. Inconsistent Name and Account Number
If Customer or third party acting at the Customer's instruction initiates a
fund transfer instruction or payment order ("Payment Order") to Bank
that describes the person to receive the proceeds of such Payment
Order (the "Beneficiary"), the Beneficiary's bank, or an intermediary bank
by name and an account or other identifying number, Bank and
subsequent parties to the Payment Order may rely on and act solely on
the basis of such number, even though the name and number do not
agree and even though Bank and subsequent parties know or have
reason to know of the inconsistency Customer's obligation to pay the
amount of the Payment Order to Bank is not excused in such
circumstances.
18. Customer Records
This Agreement and the performance of Services by Bank shall not
relieve Customer of any obligation imposed by law, clearinghouse rules
(including the NACHA Rules, NCHA Rules, and ECCHO Rules), or by
contract regarding the maintenance of records or from employing
adequate audit, accounting and review practices as are customarily
followed by similar businesses. Customer shall retain and provide to
Bank, upon request, all information necessary to remake or reconstruct
any deposit, transmission, file or entry for thirty (30) days following
Page 3 (Rev 3/08)
Treasury Management Services — Terms and Conditions
U.S. Bank
receipt by Bank of the deposit, file, entry, transmission or other order
affecting an account.
19. Account Communications and Review Period
Customer agrees to regularly and promptly review and verify all
statements, reports, check payment records, wire transfer instructions,
confirmations, adjustments, charges, and other transactions ("Account
Communications"). Customer may elect to receive Account
Communications electronically, including without limitation, delivery by
posting to a password protected website. Customer acknowledges that
Account Communications provided by Bank through electronic delivery
is deemed to constitute good and effective delivery when posted by
Bank, regardless of whether Customer actually or timely receives or
accesses the Account Information. Unless a different review period is
specified elsewhere in this Agreement, Customer shall, within a
reasonable time, which in no event shall be greater than thirty (30)
calendar days following the day Bank first mails, electronically transmits
or otherwise makes data available to Customer ("Review Period"), notify
Bank of any error or discrepancy between Customer's records and any
Bank notice or statement, or any transaction or transfer Customer
believes was not authorized If Customer fails to notify Bank of such
unauthorized transaction within the Review Period, Customer agrees
that the failure to report any such errors or unauthorized transactions
shall relieve Bank of any liability for the unreported erroneous or
unauthorized transaction. In accordance with NACHA rules, Customer
must report an unauthorized ACH debit entry to the Customer's account
by the established deadline on the business day following the settlement
date of the unauthorized entry Otherwise, Customer's sole recourse is
to the originator of the transaction.
20. Limitation of Bank's Liability for Services
Customer acknowledges that Bank's fees for Services are very small in
relation to the amounts of transfers initiated through these Services and
consequently Bank's willingness to provide such Services is based on
the liability limitations contained in this Agreement. In addition to greater
limitations on Bank's liability that may be provided elsewhere in this
Agreement, Bank's liability related to any Service shall be limited
exclusively to actual proven damages arising directly from its own
negligence or willful misconduct. Bank will not, under any
circumstances, be liable for any special, incidental, indirect,
consequential, punitive or similar losses or damages, whether or not the
likelihood of such losses or damages was known by either party at the
time Customer first obtains Services from Bank or at the time any
instruction or order is given to a Bank pursuant to any Service, and
whether such losses or damages arise from tort, contract or otherwise.
Bank's maximum liability for any loss of interest shall be calculated using
a rate equal to the average Federal Funds rate at the Federal Reserve
Bank of New York for the period involved. Notwithstanding the
foregoing, Bank shall not be liable for any losses or damages caused, in
whole or in part, by the action or inaction of Customer, or any Agent or
employee of Customer, whether or not such action or inaction
constitutes negligence or a breach of this Agreement. Bank shall not be
liable for any damage, cost, loss, liability or delay caused by accident,
strike, fire, flood, war, riot, terrorist act, equipment breakdown, electrical
or mechanical failure, acts of nature, any cause which is attributable to
a third party, or any other cause or event that was beyond Bank's
reasonable control. Customer agrees that the fees charged for the
performance of the Services shall be deemed to have been established
in contemplation of these liability limitations.
21. Disputes
a. Governing Law. Except as otherwise provided herein, this
Agreement shall be governed by the laws of the State of Washington,
without regard to conflicts of law principles.
b. Jury Trial Waiver. To the fullest extent permitted by law, Bank
and Customer hereby agree to waive trial by jury in any judicial
proceeding involving, directly or indirectly, any matter (whether in
tort, contract or otherwise) in any way arising out of, related to or
connected with these Services or this Agreement. Bank and
Customer represent and warrant to each other that this jury trial
waiver is knowingly, willingly and voluntarily given.
c. Jurisdiction and Venue. Venue for any litigation commenced in
connection with this Agreement will be in either (i) the appropriate state
court located in Yakima County, Washington, or (ii) the federal court
closest to Yakima County, Washington.
d. Collection Costs. The parties agree that the presiding court may
award attorneys' fees and costs in an action to enforce the Agreement,
or as against the non -prevailing party or parties arising from a breach of
the Agreement, as provided by Washington law
e. Dispute Resolution.
(i) Negotiation. In the event a dispute arises over the interpretation or
application of any provision of this Agreement or the grounds for
termination, the parties shall meet within ten (10) working days of a
request by one or both parties to resolve the dispute by negotiation. The
parties shall act through the appropriate officers with full decision-
making authority to promptly resolve the matter in good faith with a
cooperative, problem -solving approach If within ten (10) working days
after the first meeting, the parties have not resolved the dispute, either
party may request they extend the time for negotiation for fifteen (15)
additional working days with the objective of achieving final resolution.
(ii) Mediation. In the event a dispute exists relating to the interpretation
or performance of this Agreement or the grounds for its termination and
after compliance with the negotiation required in subsection (i) above,
the parties shall enter into mediation in accordance with this subsection
(ii). The party requesting mediation of the dispute must notify the other
party in writing of the requesting party's intent to seek mediation by a
third -party who is an expert ("Expert") in the subject and technology
under dispute. Each party must, within fifteen (15) working days after
such notification, submit its position regarding the dispute in writing to
the other party If within fourteen (14) days after each party has
submitted its position to the other the dispute is not resolved, the parties
shall mutually select an independent Expert in a joint letter of
appointment to the Expert. The Expert shall render a written decision
containing an analysis and explanation of the decision within fifteen (15)
working days or, where necessary, twenty (20) working days of his/her
receipt of the joint letter of appointment from the parties. A party may not
unreasonably withhold consent to the selection of an Expert. Any
person who is a current or former employee, agent, representative,
shareholder or subsidiary of either party, or relative of one, or a current
or former consultant for either party or relative of one, is not eligible to
serve as the Expert. The parties shall share equally the costs of the
Expert and the mediation.
(iii) Post -Mediation Alternative. If the parties are not able to resolve the
dispute through mediation in subsection (ii), they may agree to use
another form of alternative dispute resolution including arbitration
(iv) Confidentiality All discussions and documents prepared pursuant to
the attempt to resolve a dispute under this section (e) are confidential
and for settlement purposes only and shall not be admitted in any court
or forum as an admission or otherwise against a party for any purpose
including the applicability of federal and state court rules.
(v) Statute of Limitations. The parties agree to toll any applicable
statutes of limitations during the pendency of any of the above dispute
resolution proceedings.
(vi) Judicial Remedies. Nothing in this section (e) will prevent any party
from seeking equitable remedies in a judicial proceeding if interim relief
from a court is necessary to preserve the status quo pending resolution
or to prevent serious and irreparable injury to that party or others.
f. Adverse Claims. If Bank receives an adverse claim against any
account, and Bank reasonably believes that it will not be protected if the
claim is ignored, Customer agrees that Bank may place a hold on the
affected account. Any such hold will remain in place only so long as
reasonably necessary to resolve the claim or employ legal remedies to
allow a court to decide such claim Assuming compliance with this
section, Bank shall have no liability for dishonored transactions due to
the hold, and Customer agrees to reimburse Bank all costs, including
attorney fees, incurred due to such adverse claim
Page 4 (Rev 3/08)
Treasury Management Services — Terms and Conditions
U S Bank
22. Necessary Third Party Service Providers
a. Third Party Networks. Some Services are provided by Bank through
access to a third party network. Such Services are dependent upon the
availability of the third party network on conditions acceptable to Bank.
Bank reserves the right to discontinue the Service or provide the Service
through an alternative third party network and shall have no liability
should such network become unavailable. Bank does not warrant and
shall not be responsible for Services received by Customer from any
third party network.
b. Third Party Vendors. Some Services and/or computer equipment
and software are provided to Customer by a third party vendor selected
by Customer who is unaffiliated with Bank. In those cases, the third
party vendor is acting as Customer's Agent rather than an agent of
Bank, and Customer agrees to be bound with such third party's acts and
omissions. Bank does not warrant and shall not be responsible for
Services provided by unaffiliated third party vendors. Customer
authorizes Bank to disclose to any third party vendor information
concerning Customer to the extent required to deliver the requested
Service.
23. Notices
All written notices to Bank shall be delivered or mailed to the address
designated by Bank. Notices sent to Customer shall be delivered or
mailed to Customer's current lead account address or other known
address if deemed more appropriate by Bank under the circumstances.
Notices may be delivered to some Customers in electronic format,
including posting to Bank's website, if requested or appropriate.
24. Severability
To the extent possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision shall be held to be invalid, illegal or
unenforceable, such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability, without rendering invalid,
illegal or unenforceable the remainder of any such provision or the
remaining provisions of this Agreement.
25. Waiver
A waiver by Bank or Customer of any term or provision shall not be
construed as a waiver of such term or provision at any other time, or of
any other term or provision.
26. Assignment
In addition to section 22 above, Bank may at any time assign or delegate
its rights and duties under this Agreement. Customer may not assign or
transfer its rights or obligations hereunder to any other person or entity
without Bank's written consent, whose consent shall not be
unreasonably withheld.
27. Termination
Any Services may be terminated by either party upon 90 days' prior
written notice to the other Bank may also terminate or suspend any
Services without notice to Customer if any of the following occurs:
(a) Customer becomes insolvent or files, or has filed against it, any
bankruptcy or other insolvency, reorganization, liquidation or dissolution
proceeding of any kind; (b) a material adverse change occurs in
Customer's business or financial condition, (c) Bank has reason to
believe that Customer has engaged in fraudulent or illegal activity; (d)
Customer fails to maintain balances in accounts sufficient to cover
overdrafts; (e) Customer violates the terms of this Agreement, any
Service Terms and Conditions or any financing arrangement with Bank,
(f) Customer fails to provide financial information reasonably requested
by Bank; (g) Bank determines it is impractical or illegal to provide any
Services because of changes in laws, regulations or rules; or (h) Bank,
in good faith, is unable to satisfy itself that any Services have been
properly authorized by Customer. Notwithstanding any termination, the
terms of this Agreement and the Service Terms and Conditions shall
apply to all transactions that have been initiated prior to termination.
28. Hold Harmless.
a. Bank agrees to protect, defend, indemnify, and hold harmless
Customer, its officers, elected officials, agents, and employees from any
and all claims, demands, losses, liens, liabilities, penalties, fines,
lawsuits, and other proceedings and all judgments, awards, costs and
expenses (including attorneys fees and disbursements) caused by or
occurring by reason of any negligent act and/or omission of Bank, its
directors, officials, officers, employees, agents, and/or volunteers arising
out of or in connection with the activities of Bank under and pursuant to
this Agreement, including but not limited to any personal injury, death,
and/or property damage claim, demand, lawsuit or other proceeding
brought against Customer
b. Customer agrees to protect, defend, indemnify, and hold harmless
Bank, its officers, elected officials, agents, and employees from any and
all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits,
and other proceedings and all judgments, awards, costs and expenses
(including attorneys fees and disbursements) caused by or occurring by
reason of any negligent act and/or omission of Customer, its directors,
officials, officers, employees, agents, and/or volunteers arising out of or
in connection with the activities of Customer under and pursuant to this
Agreement, including but not limited to any personal injury, death, and/or
property damage claim, demand, lawsuit or other proceeding brought
against Bank.
c. In the event that the officials, officers, agents, and/or employees of
Bank and Customer are negligent, each Party shall be liable for its
contributory share of negligence for any resulting suits, actions, claims,
liability, damages, judgments, costs and expenses (including reasonable
attorneys fees).
Page 5 (Rev 3/08)
Treasury Management Services — Terms and Conditions
U S. Bank
'11E ERD0)0,7 e4iliE eTO ALLzINTERNET-BASEU SERVICE
1. Introduction
Bank offers a number of Treasury Management Services over the
Internet. If requested by Customer and agreed to by Bank, Bank will
grant Customer access to one or more of Bank's Internet Services in the
manner established by Bank. Customer agrees that its use of Treasury
Management Services from time to time offered by Bank via the Internet
(collectively, the "Internet Services") shall be governed by.
(1)
this Section and all other relevant sections of this Agreement,
including, without limitation, sections governing the specific
Treasury Management Services that are offered online;
(ii) the other agreements, laws and regulations described in
section 1.2. of this Agreement; and
(iii) the applicable Terms of Use, as defined in section 111.2. below
2. Terms of Use
Bank may post terms or rules of Use ("Terms of Use") governing
Customer's use of the Internet Services on Bank's website(s) for
accessing such Services. Such Terms of Use shall supplement and
amend the terms set forth in this section. In the event of a conflict
between the Terms of Use and the rules set forth in this Agreement, this
Agreement shall govern. Customer's initial use of an Internet Service
shall constitute an acceptance of the Terms of Use posted on the
website. Bank may change the Terms of Use for any Internet Service at
any time by posting notice of such change via an alert or message on a
broadcast or message page of the website ("Broadcast Message"). All
changes shall have an effective date. Customer's use of the Internet
Service after the effective date of any such change shall constitute an
acceptance of the revised Terms of Use by Customer Customer is
responsible for establishing an internal procedure for reviewing the
Broadcast Message page on a regular basis to obtain timely notice of
changes to the Terms of Use. In the event that a specific Internet
Service does not have Broadcast Message capability, Customer will be
notified of any changes in accordance with section 11.24 hereof Neither
Bank nor Customer will contest the validity, enforceability, or
admissibility of hard copy printouts of the Terms of Use for any website
or notices of changes to such Terms of Use provided in accordance with
this section. Copies of such Terms of Use or notices, if introduced as
evidence in tangible form in any judicial or administrative proceeding, will
be admissible to the same extent and under the same conditions as
other business records originated and maintained in documentary form
3. Security
Customer agrees to use the Internet Services in accordance with the
security procedures established by Bank. Without limiting the foregoing,
Customer shall at all times use a web browser that supports the level of
encryption used by Bank as part of its security procedures. Due to
emerging technologies and ensuing changes in security practices, Bank
reserves the right to supplement or change its security procedures from
time to time upon reasonable notice to Customer Customer
acknowledges and agrees that, notwithstanding anything to the contrary
set forth in the Agreement, in matters of security, reasonable notice may
be less than a day's notice or even, in some cases, notice after the fact.
Bank reserves the right to reject any transaction or service request that
is not made in accordance with its security procedures. Customer shall
designate one or more System Administrator(s). The System
Administrator shall be responsible for setting up Internet Services and
for establishing internal security procedures related to such Internet
Services, including, without limitation, accepting delivery of software,
system -wide configuration of Bank accounts, establishing authority
levels, establishing authorization requirements, and distributing and re-
setting IDs, passwords and other internal security devices related to the
Internet Services. Customer's designation of the System Administrator
may be amended or revoked from time to time upon notice to Bank.
Bank shall have a reasonable time to act on any such notice. Customer
is responsible for maintaining the security and confidentiality of all IDs,
passwords and other security devices issued to or by Customer
(collectively, "Customer's Internal Security Devices"). Customer shall
not permit unauthorized individuals to use Customer's Internal Security
Devices to access any website. Customer is responsible for the actions
of any individuals using Customer's Internal Security Devices to access
any website. Customer shall promptly notify Bank if Customer has
actual knowledge that the security of any website has been
compromised. Customer agrees to defend and indemnify Bank against
any claims, losses, damages, costs, expenses, fines and other liabilities
arising out of Customer's failure to maintain the security and
confidentiality of Customer's Internal Security Devices or arising out of
the unlawful use of any website by Customer or any person who obtains
access to the website using Customer's Internal Security Devices.
4. Other Customer Responsibilities
a. Equipment and Software. Customer is responsible for obtaining
(from Bank, in some instances), installing and maintaining the computer
and communications equipment (including, without limitation, personal
computers and modems), software, web browsers, Internet access and
communications services necessary to access and use the Internet
Services in accordance with this Agreement.
b. Use of Internet Services. Customer shall use its access to Internet
Services and websites operated by or on behalf of Bank only to conduct
its business or through with Bank and agrees to limit access to those
Agents who require access to Internet Services.
c. Antivirus Protection. Customer agrees to run antivirus software
before transmitting data to or through any website. Customer may use
any commercially available, industry recognized antivirus software of the
type that detects and disinfects viruses automatically, without the need
for the Customer to execute virus scanning for each file manually
Customer shall update its antivirus software on a regular basis and in no
event less often than once every month.
5. Disclaimer of Warranties
NOTICE. BANK PROVIDES ALL INTERNET SERVICES ON AN "AS
IS," "AS AVAILABLE" BASIS AND, TO THE EXTENT ALLOWED
UNDER WASHINGTON LAW, MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND WITH RESPECT TO THE INTERNET
SERVICES OR THE CONTENT OR SECURITY OF ANY WEBSITE.
BANK DISCLAIMS ALL SUCH REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, BANK DOES NOT WARRANT
THAT THE OPERATION OF ANY WEBSITE WILL BE
UNINTERRUPTED OR ERROR -FREE. CUSTOMER IS
RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS
AGAINST DAMAGE TO ITS OPERATIONS WHICH COULD BE
CAUSED BY INTERRUPTIONS OR MALFUNCTIONS OF ANY
WEBSITE AND ASSUMES THE RISK OF SUCH OCCURRENCES
Page 6 (Rev 3/08)
Treasury Management Services — Terms and Conditions
U.S. Bank
llVknTE40, APPLICABL'z cSPECIFIC'i:TREASUAY±MANAGEME.
ac* 0
The following are additional terms and conditions applicable to specific
Treasury Management Services offered by Bank. Bank may change the
number or type of Services offered at any time.
A. E -PAYMENT SERVICE
Customer may select the E -Payment Service that would allow its
customers ("Payers") to make convenient payments to Customer
through the Internet, an Integrated Voice Response (IVR) system, or a
'live' call center Customer agrees that this Service shall be governed by
this Section and all other relevant sections of this Agreement.
1. Internet
a. Customer Payment Site. "Customer Payment Site" means the
interactive Internet payment site hosted by Bank where Payers may
make payments to Customer over the Internet. Bank will configure,
implement, host and support the Customer Payment Site.
b. Customer License. Bank shall have the right and license to use
Customer's name, trademarks, service marks, copyrights and logos and
other textual information in connection with the Customer Payment Site
solely for the purposes contemplated herein.
c. Administrative Terminal. "Administrative Terminal" means the
interactive Internet site hosted by Bank where Customer may access
reports, initiate payments on behalf of Payers, or initiate refunds. Bank
will configure, implement, host and support the Administrative Terminal
Customer shall be solely responsible for setting up Authorized Users,
access entitlements and internal controls within the Administrative
Terminal.
d. Links. Customer shall provide and maintain a secure link on its
website to the Customer Payment Site. Customer shall be responsible
for ensuring that the link to the Customer Payment Site takes Payer to
the appropriate area within the Customer Payment Site. Customer shall
be responsible for providing the agreed-upon data concerning Payer in a
manner that meets Bank's encryption or security methods during the
exchange. Customer and Bank agree to use industry -standard security
procedures and technology to ensure the security of the Customer's
website and the Customer Payment Site and to prevent data theft or
unauthorized access.
e. Payer Authentication. Depending on the applicable payment
processing channel, Customer shall be responsible for verifying the
identity of each Payer prior to the time Payer is linked to the Customer
Payment Site. Customer agrees that Payers shall not be granted
access to the Customer Payment Site link until Customer has verified
the identity of each Payer using a commercially reasonable fraud
detection system For every Payer that accesses the Customer
Payment System, Bank may rely on Customer to have completed such
verification.
2. Compliance with laws and regulations
Customer agrees to comply with all applicable laws, rules and
regulations, including without limitation, those issued by. (i) the National
Automated Clearing House Association, (ii) any governmental entity,
including (without limitation) the requirements contained in the Electronic
Fund Transfer Act, Regulation E, and the Electronic Signatures in Global
and National Commerce Act; and (iii) any other entity or association that
issues or sponsors a payment device, including (without limitation) the
requirements of the Payment Card Industry (PCI) Data Security
Standard and any credit card association, including Visa and
MasterCard Customer further agrees to comply with all payment
network regulations for ATM debit networks.
3. Integrated Voice Response (IVR)
To make an automated payment via a touch-tone phone, Payers may
access the IVR system by calling a toll-free number provided by Bank or
Customer Customer shall.have previously forwarded a one-time file of
existing Payers ("pre -registration file") to Bank. In order to make a
payment via the IVR system, Payers are required to input information
that matches their user information in the pre -registration file.
4. Call Center
If this option is selected by Customer, Payers may make a payment by
phone by calling a 24-hour call center and speaking to 'live' Bank
personnel. Bank shall authenticate a Payer's identity in the manner
specified by Customer, and agreed to by Bank, in the Implementation
Documents. Customer acknowledges and agrees that the
authentication of the Payer's identity in such manner shall constitute a
commercially reasonable fraud detection system and Bank shall have no
liability for all payments so authenticated.
5. Payer Authorization
If payment is made via the Internet, Payer will be prompted to authorize
the payment and print a confirmation once Payer has reviewed the
payment data and input the information necessary to complete the
payment. If payment is made via the IVR or call center, the confirmation
number will be read to Payer Bank is not responsible for the detection
of errors made by Payer or Customer and may rely on the information
submitted or communicated by Payer or Customer
6. Payment Processing
Payments shall be processed in the manner mutually agreed to between
Bank and Customer, which may include ACH debit entries, debit cards,
credit cards or other payment processing methods. Customer shall at all
times be considered the originator of Payer's payment. Depending on
the applicable payment processing channel, payment processing may
also be subject to the terms of any other agreement between Bank and
Customer and between Customer and the payment transaction
processor supported by Bank. Payments may be initiated through the
Customer Payment Site, IVR system or Administrative Terminal. Bank
will notify Customer of the payments that were initiated through the
Administrative Terminal or by delivering a file as set forth in the
Implementation Documents. Customer acknowledges and agrees that
all payments are subject to adjustment, return, reversal and/or
chargeback in accordance with the rules governing the applicable
payment processing channel.
7. Recurring Payments
The E -Payment Service provides Customer with the ability to offer
Payers the option of making fixed or variable recurring payments. If
permitted by applicable regulations, Payers have the ability to initiate a
payment that recurs semi-weekly, weekly, semi-monthly, monthly or
quarterly Payers must be pre -registered in order to initiate variable
recurring payments.
8. Convenience Fee
a. If permitted by applicable regulations, the E -Payment Service offers a
flexible convenience fee option that allows Customer or Bank to define
and collect a convenience fee to be charged to Payers in connection
with the payment transaction. Payers are provided with the opportunity
to stop the payment process if they do not wish to pay the convenience
fee.
b. If Customer desires to collect the convenience fee, Customer shall be
responsible for ensuring that convenience fee assessments comply with
the relevant laws, rules and regulations.
c. If agreed to by Bank and Customer, Bank may collect and retain the
convenience fee. Customer agrees that Bank may, in its sole discretion,
set, adjust, manage and collect the convenience fee as a means to
wholly or partially offset Bank fees that may otherwise have been
incurred by Customer Bank's willingness to collect the convenience fee
shall be based on Customer's projected payment volume, average
ticket, type of transactions, or other considerations such as changes to
interchange fees and assessments. If the actual payment volume,
average ticket or other considerations fail to meet Customer's stated
projections or do not completely offset Bank fees, Customer agrees that
Bank may, in its sole discretion, require Customer to wholly or partially
reimburse Bank for any resulting shortfall in Bank fees.
10. Transaction Controls
Customer agrees to notify Bank of any material change or anticipated
material change in daily dollar activity or type of transaction processing,
and obtain Bank's consent to such change. Bank may, in its sole
discretion, immediately upon written notice to Customer, place a
Page 7 (Rev 3/08)
Treasury Management Services — Terms and Conditions
U.S Bank
maximum dollar limit on the E -Payment transactions or require
Customer to provide reasonable security for Bank's continued handling
of such transactions.
B. INFORMATION REPORTING AND TRANSACTION SERVICES
Information reporting and transaction services may be provided by Bank
to Customer through SinglePoint® or other applications or systems as
may be introduced by Bank ("System(s)"). The System may also be
used by Customer to automate many of the Services offered by Bank
and also may provide access to other Bank systems that initiate
transactions. Customer agrees that such use of the System shall be
governed by this Section and all other relevant sections of this
Agreement.
1. Introduction
If requested by Customer and agreed to by Bank, Bank will grant access
to Bank's System(s) in the manner agreed to by Bank. Customer
agrees to be bound by any terms of use and license agreements
associated with these Systems.
2. Information Reporting
Bank is authorized to store, process, transmit and make available
through Bank's agencies and Systems and through third party data
processing providers ("Providers") information regarding accounts
designated by Customer Bank or Providers will transmit to Customer
information regarding its account(s) and/or other financial data through
the System on a periodic basis. Customer may elect to receive data
through one or more delivery mechanisms, including, without limitation,
the Internet, computer dial-up, telephonic delivery, facsimile, CD -Rom or
unsecured e-mail. Section 11.12. shall apply in the event Customer
elects to receive unsecured reports via an Electronic Transmission
Balance and related information for Customer's accounts(s) held at other
financial institutions may be made available by these financial
institutions or Providers that input information into Bank's System Bank
will use reasonable care in submitting data into the System, but
assumes no responsibility for the accuracy or timeliness of the account
information and other financial data supplied by other financial
institutions or Providers. Bank will make every reasonable effort to
deliver information by the mutually agreed upon time, but does not
guarantee a specific delivery time. Accordingly, Bank's responsibility to
Customer with respect to the delivery of information shall be to deliver
such work as close to the agreed time as may be reasonably
practicable.
3. Transaction Services
Customer may use SinglePoint® or other similar System to access
treasury management transaction services offered by Bank for which
Customer has enrolled. Depending on the type of product offered by
Bank, access to the transaction services may include, but are not limited
to, ACH, ACH positive pay, wire transfer payments, book transfers, stop
payments, positive pay, reverse positive pay, image access and system
administration. Customer agrees that use of the System for transaction
services shall be governed by this Section C and all other sections of
this Agreement that are applicable to the product or service being
accessed.
4. Security Procedures/System Administrator
Customer agrees to operate the System in accordance with the
procedures established by Bank. Bank reserves the right to reject any
transaction or service request that is not made in accordance with these
procedures. Customer agrees to designate one or more System
Administrator(s). The System Administrator is responsible for setting up
Services available through the System and for establishing internal
security procedures related to such Services, including, without
limitation, system -wide configuration of Bank accounts, assigning users,
establishing authority levels, establishing authorization requirements,
distributing and re -setting passwords and other internal security devices
related to the Services. Designation of the System Administrator may
be amended or revoked from time to time upon notice to Bank. Bank
shall have a reasonable time to act on any such notice. Customer is
solely responsible for maintaining a secure work environment to ensure
against use of the System by unauthorized individuals. Security
procedures to be followed by Customer include, without limitation,
informing Agents that any passwords should not be shared with.anyone
and to secure physical access to the terminals used for services when
an Agent has logged on to the system or otherwise.
5. Manuals
Bank will provide Customer with a manual(s) in paper or electronic
format that will set forth the applicable System's policies and procedures
with which Customer agrees to comply Bank may, without prior
notification, make amendments to any manual Bank owns or has
obtained all proprietary rights to the manuals and Customer agrees not
to duplicate, distribute or otherwise copy Bank's manuals without Bank's
prior written consent. Any manual will at all times remain the property of
Bank and Bank reserves the right to request Customer to return all
printed copies of such manual within thirty (30) days of termination of
this Service.
6. Customer Responsibilities
Customer will purchase (from Bank, in some cases) and provide all
equipment and software necessary to use the applicable System in
accordance with this Agreement. Bank shall have no responsibility and
makes no warranties for such equipment or software. Customer agrees
to use the System solely to conduct its business with Bank and agrees
to limit access to those Agents who require access to the System
Customer agrees that in addition to other limitations to Bank's liability
elsewhere in this Agreement, Bank shall not be liable for any loss or
damage arising directly or indirectly from the following:
a. any inaccuracy or incompleteness in the input of an order or
instruction from the Customer;
b. any failure by Customer to obtain a confirmation of an order or
instruction, or
c. any cancellation or attempted cancellation by Customer of an order or
instruction.
7. Accuracy and Timeliness of Information
Bank will use reasonable efforts to provide the information requested
through the Services in a prompt fashion, but shall not be liable for
temporary failure to provide timely information. In such event, Customer
shall be responsible for carrying out banking business through
alternative delivery channels. Bank shall not be liable for any inaccurate
or incomplete information with respect to transactions which have not
been completely processed or posted to Bank's system prior to being
made available pursuant to the Services. Information with respect to all
transactions is provided solely for Customer's convenience, and
Customer shall have no recourse to Bank as to use of such information.
8. International Information Reporting
If requested by Customer and agreed to by Bank, Bank may provide
incoming international information reporting through Providers or via
SWIFT, which shall be governed by the terms of this Section C, other
applicable sections of this Agreement, and other applicable agreements
or law Bank shall receive the international information reporting data
through Providers or via SWIFT from Customer's account -servicing
Bank ("Servicing Bank") and shall display such data to Customer using
SinglePoint® or other similar System If Customer makes a request to
Bank for an off -schedule international information report from the
Servicing Bank, Customer agrees that Bank shall have no liability if the
Servicing Bank does not support the off -schedule request or does not
respond to the request in a timely manner
Page 8 (Rev 3/08)
Treasury Management Services — Terms and Conditions
U.S. Bank
C. ACH SERVICES
1. Introduction
If requested by Customer and agreed to by Bank, Customer (or its Agent
or third party vendor) may initiate credit or debit Automated Clearing
House (ACH) transactions ("Entries") for payments ("Credit Entries")
and/or collections ("Debit Entries") on ACH Business Days to its
accounts or the accounts of others ("Receivers") in accordance with
Bank's security procedures and this Agreement. Bank will act as an
Originating Depository Financial Institution with respect to such entries.
Bank may process Entries directly, through one or more clearinghouses,
or through the mechanism selected by Bank. Customer's rights and
obligations with respect to such Entries are governed by applicable law
and the rules of the National Automated Clearing House Association
("NACHA"), as amended from time to time. Customer acknowledges
that it shall be bound by NACHA Rules and agrees not to initiate any
Entry in violation of the NACHA rules or applicable federal, state or
international law, regulation or clearinghouse rules, including, without
limitation, Regulation E of the Board of Governors of the Federal
Reserve System, regulations promulgated by the Office of Foreign
Assets Control, rules of the Canadian Payments Association and the
Mexican lnterbanking Electronic Payment System (SPED, and Operating
Circular 4 of the Federal Reserve Bank (collectively referred to herein as
the "Rules"). Customer acknowledges that a copy of the NACHA Rules
is available through NACHA at current NACHA prices.
2. Entry Origination/Processing Dates/Deadlines
Customer may initiate Entries in the manner and format agreed to by
Bank. ACH files transmitted to Bank shall be in an unbalanced file
format. Customer agrees that all ACH Entries (regardless of SEC Code)
that involve the exchange or transmission of banking information via
unsecured electronic networks shall be encrypted or transmitted via a
secure session, using a commercially reasonable security technology
that, at a minimum, is equivalent to 128 -bit RC4 encryption technology
Bank will establish a deadline for the receipt of Entries from Customer
("Deadline"). Bank may establish different Deadlines for Entries
depending on the method of delivery employed by Customer and all
such Deadlines are subject to change. Bank must receive Customer's
Entries at or prior to the Deadline for the Entries to be processed on the
ACH Business Day of receipt. Entries received after the Deadline will be
processed on the next ACH Business Day Entries with settlement
dates of more than thirty (30) calendar days from receipt will not be
processed unless prior arrangements have been made.
3. Content
In submitting any Entry, Customer shall be responsible for providing all
information required by Bank. Customer bears sole and exclusive
responsibility to verify that the information set forth in Entries submitted
to Bank is authentic, accurate and conforms to the Rules. The Services
hereunder are only designed to respond to information provided by
Customer Accordingly, any inaccuracy in any information provided by
Customer may result in unintended processing by Bank. Bank bears no
responsibility for detecting or reporting any error in data supplied by
Customer and shall not be liable to Customer for any information
provided by Customer with respect to an Entry which is inaccurate,
incomplete or otherwise incorrect.
4. Prenotification
To the extent required by NACHA Rules, Customer shall send a
prenotification that it intends to initiate an Entry to a particular account in
accordance with the procedures set forth in the Rules or by Bank. The
prenotification can be returned or result in a Notification of Change
("NOC"). If the prenotification is returned, Customer shall research the
problem and make any necessary corrections before transmitting
another Entry If the prenotification results in a NOC, Customer shall
make the required change prior to initiating another Entry, or issue a
Refused NOC NOC Manager is an optional service that allows Bank to
track Customer's NOC on Customer's behalf If Customer selects this
option, Bank shall only manage the changes to the routing, transit and
account numbers.
5. Entry Limits and Payment
Customer shall at all times maintain a settlement account with Bank for
the purpose of funding Customer's Entries ("Account"). The total dollar
amount of Entries initiated by Customer through Bank under all ACH
Services and pending on a given day shall not exceed the lesser of
collected or available balances in the Account or an exposure limit
should one be established by Bank ("Exposure Limit"). Establishment of
an Exposure Limit should not be interpreted or construed by Customer
as a commitment or agreement to provide any credit or loans to a
Customer and is subject to modification or termination at any time by
Bank. Customer agrees that it will not initiate Entries in excess of its
Exposure Limit without the written consent of Bank. Customer shall pay
Bank for all Entries and authorizes Bank to charge its Account or any
other account with Bank in the amount of such Entries. Bank shall have
the right to reject Entries initiated by Customer without notice if Bank has
reason to believe that there will be insufficient available funds on the
relevant settlement date. Customer will receive funds for any Debit
Entry on the ACH settlement date. Bank shall credit the Account in any
amount payable to the Customer, subject to Bank's right to make
adjustments in accordance with this Agreement. Bank may establish,
monitor and periodically review Customer's Exposure Limit and
Customer's compliance thereof, and may, in Bank's sole discretion,
cease processing Entries based on such review
6. Data Breach Notification
Customer may have gathered personal or financial information of its
customers for the purpose of initiating ACH transactions. Such
information may include, without limitation, the customer's bank account
number together with the bank routing number, or the customer's name
together with the customer's social security number or tax identification
number Customer agrees to immediately report to Bank any loss, theft
or unauthorized access of such information ("data breach") by or from
Customer, its Agent, or third party service provider, if circumstances
indicate that the misuse of such information has occurred or is
reasonably possible. Customer acknowledges that Bank may have an
obligation to report arty data breaches to NACHA and other affected
parties, and agrees to establish appropriate procedures to prevent,
detect, investigate and report data breaches.
7. ACH Secured Funds Entries
Bank may require Customer to prefund all Credit Entries that Customer
desires to initiate. Customer acknowledges and agrees that such funds
are held solely for the benefit of Bank and that Customer will not be
entitled to earn any interest thereon. Upon initiation of such Credit
Entries, Bank is authorized to immediately charge the Account (in the
total amount of such Entries). If ACH Secured Funds is used to initiate
Debit Entries, funds will be credited to the Account on the settlement
date of the transaction. However, such funds shall not be available for
withdrawal from the Account for two business days after the settlement
date.
8. File Confirmation System
Customer shall at all times comply with applicable file confirmation
procedures established by Bank and any security procedures
established by Bank or Customer Such procedures are solely for the
purpose of verifying the origination of Entries by Customer or Bank's
receipt of the ACH file and/or batch (but not for errors in transmission or
content).
a. Control Totals. If Customer elects to provide Bank with the total
dollar value of ACH Entries and any other necessary information
("Control Totals"), Customer must telephone Bank's Interactive Voice
Response Unit ("IVR") each time it originates ACH Entries. After Bank
receives Customer's ACH file, Bank will compare the information in the
file to the Control Totals. If the information matches the Control Totals,
Bank will process the ACH file. Bank will not process a file if it does not
receive conforming Control Totals on or before the established file
delivery deadline on the Business Day it receives the file. Bank will
notify Customer if the Control Totals do not match the information in the
file, or if Bank receives a file without receiving Control Totals or vice
versa.
b. Confirmation of Receipt. If Customer elects not to provide Bank with
Control Totals but elects to receive a confirmation, Bank shall provide
Customer with a confirmation that Bank received Customer's ACH file
and/or batch. After Customer receives the confirmation, Customer will
compare the confirmation information to Customer's ACH transmission
information. If the information does not match, Customer shall notify
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U.S. Bank
Bank before Bank's established deadline, failing which, Bank shall
process Customer's ACH file and/or batch. Customer acknowledges
that the confirmation is for the sole purpose of verifying Bank's receipt of
the file and does not signify any validation of data. Customer bears sole
responsibility for any inaccurate or incomplete information provided to
Bank if Customer fails to notify Bank prior to Bank's processing of
Customer's file.
9. Rejected and Returned Entries, Unauthorized Entries
Bank may reject any Entry that is not initiated in accordance with this
Agreement. In the event that an Entry is rejected, or returned by an
ACH processor, for any reason whatsoever, it shall be Customer's
responsibility to reinitiate the Entry Bank will give Customer or its
designated Agent notice of any rejected or returned Entry in the manner
agreed to by the parties. Bank is authorized to debit/credit the Account
for Entries that are returned to Bank. Unless the return is caused by
Bank's failure to properly execute an Entry, Bank has no obligation to
pay Customer interest on the amount of any returned Entry debited from
the Account. A Receiver may, in some cases, have the right to have an
unauthorized or erroneous Debit Entry credited to its account. Customer
agrees that Bank may deduct the amount owing to the Receiver from
Customer's Account upon Bank's receipt of proper notice from the
Receiver's bank. Bank may charge back against Customer any Debit
Entry that is returned or reversed by the Receiving Depository Financial
Institution.
10. ACH Redeposit Service
If requested by Customer and agreed to by Bank, Bank will reinitiate
(maximum of two times) each Debit Entry returned for insufficient or
uncollected funds.
11. Amendment of Entries
Customer does not have the right to delete or amend any Entry after it
has been received by Bank unless Customer has requested, and Bank
has agreed to provide ACH Adjustment Services. If such services are
provided, Customer may initiate an amendment to ACH Entries after
receipt by Bank. Customer may initiate such amendments via Internet
or fax in accordance with the terms of this Agreement and all
communications must be received by Bank prior to the established
deadlines in order to be effective.
a. Internet Option. If Customer has selected the Internet Option,
Customer may use the Internet to transmit information to Bank for the
purpose of amending ACH files. Customer agrees to comply with any
applicable software agreement, user guide and any established security
procedures.
b. Fax Option. If Customer has selected the Fax Option, Customer may
amend ACH files in accordance with this Agreement by sending
instructions to Bank to delete Entries via facsimile. Bank will notify the
Customer of the telephone numbers for facsimile and verbal instructions.
Bank may from time to time change such telephone numbers or the form
of instructions upon notification to the Customer Customer
acknowledges that the Internet Option may be substantially more secure
than the Fax Option. Customer agrees to be bound by any instructions,
whether or not authorized, issued in its name and accepted by Bank in
accordance with the agreed procedures.
12. Customer Representations/Indemnity
Customer represents and warrants to Bank that each Entry complies
with the terms of this Agreement and NACHA Rules, does not breach
any warranty of Customer or Bank contained in this Agreement and
NACHA Rules, complies with applicable state and federal laws,
including, without limitation, the Electronic Funds Transfer Act,
Regulation E and regulations promulgated by the Office of Foreign
Assets Control, is accurate, timely, and authorized and that any Debit
Entry is for a sum that on its settlement date is due and owing from the
Receiver to Customer or is a correction of a previously transmitted
erroneous Credit Entry With respect to each ACH Entry (regardless of
SEC Code), Customer is deemed to make to Bank any representation or
warranty that Bank makes, under applicable law and NACHA Rules to
any person, Receiving Depository Financial Institution, or any other
transferee. Receiver authorizations shall expressly authorize Bank to
transmit corrective entries to Receiver's accounts to correct a prior Entry
and shall authorize Customer to release to Bank all information
concerning its Receivers that is required by Bank to recover such
Entries. Customer shall immediately cease initiating Entries upon
receiving actual or constructive notice of the termination or revocation of
the Receiver's authorization Customer will retain each authorization
received by Customer for such period of time as may be required by the
Rules or applicable law and shall provide Bank with copies of such
authorizations upon request. Customer will indemnify, defend and hold
Bank harmless from and against any and all claims, demands,
expenses, losses, liabilities, and damages, including reasonable
attorney fees and court costs at trial or on appeal that arise directly or
indirectly out of any Entry initiated by Customer in violation of this
Agreement.
13. Re -presented Check Entries
NACHA Rules allow Customer to initiate an ACH Entry to collect certain
checks that have been returned unpaid for insufficient or uncollected
funds ("RCK Entry"). In the event that Customer initiates an RCK Entry
to Bank for check collection purposes, Customer agrees that such RCK
Entry will comply with all provisions of this Agreement and applicable
Rules and makes the following additional representations and warranties
regardless of which entity initiates the RCK Entry on its behalf.
a. Each check is eligible under NACHA Rules to be collected via an RCK
Entry
b. Customer has no knowledge of any insolvency and it has good legal
title to the returned item
c. All signatures on the returned item are authentic and authorized, and
the returned item is without alteration, not subject to claims or defenses,
and will not be presented to the paying bank.
d. The RCK Entry accurately reflects the item and any information
encoded after issue in magnetic ink is correct. (RCK Entries cannot be
used for collection fees.)
e. Any restrictive endorsement placed on the item is void or ineffective.
f. Customer has provided clear and conspicuous notice of its electronic
check representment policy in advance of receiving the item to which the
RCK Entry relates.
g. The Customer will provide to Bank immediately upon request a copy
of the front and back of the returned item, provided that the request is
made within seven (7) years of the settlement date of the RCK Entry
14. Internet -Initiated Entries
NACHA Rules allow Customer to initiate a Debit Entry to a consumer
Receiver's account pursuant to an authorization obtained from the
Receiver via the Internet ("WEB Entry"). In the event that Customer
initiates a WEB Entry to Bank, Customer agrees that such WEB Entry
will comply with all provisions of this Agreement and applicable Rules
and makes the following additional representations and warranties
regardless of which entity initiates the WEB Entry on its behalf'
a. Customer has employed a commercially reasonable fraudulent
transaction detection system to screen each WEB Entry
b. Customer has employed commercially reasonable methods of
authentication to verify the identity of the Receiver.
c. Customer has taken commercially reasonable steps to verify that
routing numbers are valid.
d. Customer has established a secure Internet session prior to the key
entry by the Receiver of any banking information and through the
transmission of the data to Customer Currently, 128 -bit RC4encryption
technology is the standard for financial transactions and is considered
commercially reasonable. If technological advancements drive the
commercially reasonable standard to change, Customer agrees to
comply with the new standard.
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Treasury Management Services — Terms and Conditions
U S. Bank
e. Customer has and will conduct an annual audit to ensure that the
financial information that Customer obtains from Receivers is protected
by security practices that include adequate levels of (1) physical
security to protect against theft, tampering, or damage, (2) personnel
and access controls to protect against unauthorized access and use,
and (3) network security to ensure secure capture, storage and
distribution of financial information. Customer will provide proof of
Customer's security audits to Bank upon request. Any such information
provided to Bank shall be kept confidential. Bank may cease processing
Entries for Customer if Bank in its sole discretion determines that
Customer's security procedures are inadequate.
15. Telephone -Initiated Entries
NACHA Rules allow Customer to initiate a Debit Entry to a consumer
Receiver's account pursuant to the Receiver's oral authorization and
banking information obtained via the telephone ("TEL Entry"). In the
event that Customer initiates a TEL Entry to Bank, Customer agrees that
such TEL Entry will comply with all provisions of this Agreement and
applicable Rules, and makes the following additional representations
and warranties regardless of which entity initiates the TEL Entry on its
behalf
a. Receiver Authorization. Customer shall obtain the Receiver's explicit
authorization prior to initiating a Debit Entry to the Receiver's account.
In the event that Customer obtains the Receiver's authorization verbally,
Customer will either tape record the Receiver's oral authorization or
provide, in advance of the settlement date of the Entry, written notice to
the Receiver that confirms the oral authorization. Customer agrees that,
at a minimum, the following specific information is disclosed to, and
acknowledged by, the Receiver during the telephone call.
(i) the date on or after which the Receiver's account will be debited
(ii) the amount of the Debit Entry to the Receiver's account;
(iii) the Receiver's name;
(iv) a telephone number that is available to the Receiver and
answered during normal business hours for customer inquiries,
(v) the date of the Receiver's oral authorization, and
(vi) a statement that the authorization obtained from the Receiver will
be used to originate an ACH debit to the Receiver's account.
Customer shall retain either the original or a duplicate tape recording of
the Receiver's oral authorization or a copy of the written notice
confirming the Receiver's oral authorization for two years from the date
of the authorization, and shall immediately provide same to Bank upon
request.
If Customer chooses to provide the Receiver with written notice
confirming the Receiver's oral authorization, Customer will disclose to
the Receiver during the telephone call the method by which such notice
will be provided.
b. Security Procedures. In addition to all other representations and
warranties contained herein, Customer also represents and warrants the
following each time it delivers a TEL Entry to the Bank that it has
(a) utilized a commercially reasonable security procedure to verify the
identity of the Receiver, including name, address and telephone number;
and (b) further that Customer has established commercially reasonable
procedures to verify the accuracy of the Receiving Depository Financial
Institution's ABA routing and transit number
16. Accounts Receivable and Back Office Conversion Entries
NACHA Rules allow Customer to utilize ACH to collect consumer check
payments received via U S mail or at a dropbox location (ARC Entry").
NACHA Rules also enable Customer to convert during back office
processing checks presented either at the point of purchase or a
manned bill payment location ("BOC Entry"). In the event that Customer
initiates an ARC or BOC Entry to Bank, Customer agrees that such ARC
or BOC Entry will comply with all provisions of this Agreement and
applicable Rules and makes the following additional representations and
warranties regardless of which entity initiates the ARC or BOC Entry on
its behalf.
a. Prior to the receipt of each check, Customer has provided clear and
conspicuous notice to the Receiver (i) that receipt of the check is
authorization for a payment as a check transaction or for a one-time
ACH debit to the Receiver's account; (ii) that funds may be withdrawn
from the Receiver's account the same day payment is made; (iii) that the
Receiver will not receive the check back from the Receiver's financial
institution, and (iv) of Customer's phone number for inquiries regarding
BOC Entries.
b. Customer has established reasonable policies and practices for
enabling a Receiver to opt -out of check conversion for a specific
checking account.
c. Each check is eligible as a source document under NACHA Rules to
be collected via an ARC or BOC Entry
d. The amount of the entry, the routing number, the account number,
and the check serial number are in accordance with the source
document.
e. The source document to which the ARC or BOC Entry relates will not
be presented for payment.
f. Customer has established policies and procedures to destroy the
source document as soon as is reasonable and shall use commercially
reasonable methods to securely store the source document until such
destruction.
g. Customer shall use commercially reasonable methods to securely
store the banking information relating to the ARC or BOC Entry
h. Customer shall retain a reproducible and legible image, microfilm or
copy of the front of the Receiver's source document for two years from
the settlement date of each ARC or BOC Entry, and shall immediately
provide same to Bank upon request.
i. For BOC Entries, Customer has employed commercially reasonable
procedures to verify the identity of each Receiver of BOC Entries.
j. For BOC Entries, Customer maintains a working telephone number
that is answered during Customer's normal business hours for Receiver
inquiries regarding BOC transactions.
17. Point of Purchase (POP) Entries
NACHA Rules allow Customer to initiate a Debit Entry to a Receiver's
account for in-person purchases made by check at the point-of-purchase
("POP Entry). In the event that Customer initiates a POP Entry to Bank,
Customer agrees that such POP Entry will comply with all provisions of
this Agreement and applicable Rules and makes the following additional
representations and warranties regardless of which entity initiates the
POP Entry on its behalf
a. Customer has posted a notice in a prominent and conspicuous
location at the point-of-purchase and provided Receiver with a written
notice of same: (i) that when a check is provided as payment, it is
authorization for payment as a check transaction or for a one-time ACH
debit to the Receiver's account; and (ii) that funds may be withdrawn
from the Receiver's account the same day payment is made.
b. Each check is eligible under NACHA Rules to be collected via a POP
Entry and the Receiver has not opted out of check conversion.
c. Customer has returned the voided source document to the Receiver
after capturing the necessary check information and the source
document was not previously negotiated, voided, or provided by the
Receiver for use in any prior POP Entry
d. Customer has obtained the Receiver's authorization and provided a
copy of same to Receiver, which. (i) is in writing and signed or similarly
authenticated by the Receiver; (ii) is readily identifiable as an ACH debit
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Treasury Management Services — Terms and Conditions
U S. Bank
authorization; (iii) clearly and conspicuously states its terms; and
(iv) states that the check will not be processed.
18. Third Party Vendors
If Customer initiates Entries through a third party vendor or processor
("Vendor"), Vendor is the agent of Customer and not of Bank. If
Customer uses a Vendor, Customer shall be deemed to have authorized
Bank to follow the instructions of such Vendor to the same extent and
under the same conditions as would apply if the instructions came direct
from Customer and Customer shall be responsible for insuring that such
Vendor fully complies with the Rules and this Agreement. Bank is riot
responsible for the acts or omissions of Vendor and Customer agrees to
be liable for and hold Bank harmless from, any losses caused by the
acts or omissions of the Customer's Vendor.
19. Third Party Sender
If Customer is transmitting Entries as a third party vendor or processor
on behalf of originators ("Third Party Sender"), Customer agrees to be
bound by the applicable terms provided in this Section E and NACHA
Rules. Customer warrants to Bank that the originator has agreed to
assume the responsibilities of an Originator under NACHA Rules and
that ACH Entries shall not be initiated in violation of laws of the United
States. Customer represents that it has executed an ACH agreement
with each Originator and that the agreement binds the Originator to the
NACHA Rules. Customer shall provide Bank with the list of Originators,
copies of the agreements, and other information deemed reasonably
necessary to identify the Originators within two (2) banking days of
Bank's request. Bank reserves the right to review the list of Originators
for which Customer is transmitting the Entries and to reject any in Bank's
sole discretion. As Third Party Sender, Customer agrees to indemnify,
defend and hold Bank harmless from and against any and all claims,
demands, expenses, losses, liabilities, and damages, including
reasonable attorney fees and court costs at trial or on appeal that arise
directly or indirectly from the failure of the Originator to perform its
obligations as an Originator under NACHA Rules. Customer further
agrees to assume all applicable responsibilities, warranties and liabilities
of the ODFI, as specified in the NACHA Rules. Customer shall
cooperate fully and respond within five (5) banking days to any inquiry
from Bank relating to potential NACHA Rule inquiries or violations.
20. PC ACH-Direct
a. Services and Software. If requested by Customer and agreed to by
Bank, Bank will grant Customer a non-exclusive, revocable and
non -assignable license to use the PC ACH program for the purpose of
initiating ACH Entries in accordance with this Agreement. Customer will,
at its own expense, obtain, install and at all times maintain in good
working order all equipment necessary for this service. Bank may
furnish to Customer updates to the PC ACH program Customer agrees
to install such upgrades as necessary to maintain the Service.
b. License. Customer acknowledges that the PC ACH program is an
original, confidential, valuable and proprietary product that has been
licensed to Bank with the right to be sub -licensed to Customer
Customer's use of the program shall be consistent with the terms of this
Agreement. Customer has no rights of ownership to the PC ACH
program and may not transfer, copy, alter, modify, reverse engineer,
reproduce, or convey in any manner, in whole or in part, the program.
Customer agrees to confine knowledge and access to the program only
to its designated employee users who require such knowledge and
access in the ordinary course and scope of their employment with
Customer Upon request, Customer shall return all software and user
manuals associated with this Service promptly upon termination.
c. Encryption. By default, Bank sets up Customer with encryption
technology to ensure the security of data retrieved from, and sent to,
Bank. If Customer elects to disable encryption, Customer assumes all
risks associated with the transmission of unencrypted data to and from
Bank.
21. Cash Concentration/Deposit Reporting Services
Customer may request Bank to provide deposit reporting services based
on information provided by the Customer or its designated Agent.
Information will be delivered to Bank at the time and location established
by Bank. Bank has no responsibility for the accuracy of any information
provided by Customer Customer may authorize Bank to initiate Credit
or Debit Entries to accounts designated by Customer at other financial
institutions. Bank will initiate such Entries in accordance with agreed
procedures. Customer agrees to authorize Receiving Depository
Financial Institutions to honor such transactions.
22. ACH Positive Pay Service
ACH Positive Pay Service assists Customer in detecting fraud by
electronically matching incoming ACH transactions to authorizations that
Customer can create and manage online. If ACH Positive Pay Service
is selected by Customer, Customer shall designate the account(s)
maintained at Bank that are to be used with the ACH Positive Pay
Service ("Account"). Customer shall create authorizations for incoming
ACH Credit and/or Debit Entries that it desires to post to the Account.
Customer shall be responsible for the accuracy and completeness of all
information provided to Bank. Bank will allow incoming ACH Entries that
match Customer's authorizations to post to Customer's Account.
Incoming ACH transactions that do not match Customer's authorizations
will be treated as exception items, and Customer agrees to monitor,
review and make payment decisions on the exception items prior to
Bank's established deadline. If Customer's requested default setup is
for Bank to pay all exception items, then such exception items shall post
to Customer's Account unless Customer has instructed Bank to return
one or more exception items prior to the established deadline. If
Customer's requested default setup is for Bank to return all exception
items, then Bank is authorized to return all exception items unless
Customer instructs bank to pay one or more exception items prior to the
established deadline. Bank shall have no responsibility for any liability,
loss or damage resulting from. (i) payment in accordance with this
section of any exception item that is unauthorized; (ii) the return of any
exception item to the Originator in accordance with this section; or (iii)
Customer's failure to meet Bank's established deadlines. Bank's failure
to report a discrepancy will not discharge Customer's obligation with
regard to any item, and shall not obligate Bank to return any item if it is
otherwise authorized.
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Treasury Management Services — Terms and Conditions
U S. Bank
D. WIRE TRANSFER SERVICES
1. Introduction
a. Governing Law. Bank sends outgoing and receives incoming wire
transfers through Fedwire (the funds transfer system owned and
operated by the Federal Reserve Banks or other provider in accordance
with section 11.23.A.). All funds transfers are governed by this
Agreement, Subpart B of Regulation J of the Federal Reserve Board,
OFAC regulations, and all other applicable federal, state and local laws
and regulations. Customer agrees not to initiate or receive a wire
transfer payment order in violation of applicable federal, state or local
law
b. Authorized Users. Customer will designate to Bank in the form
required by Bank those individuals authorized to instruct Bank regarding
wire transfer services including without limitation, individuals authorized
to initiate payment orders and select advice methods, confirmation
methods, and any or all authorizations and instructions that may be
requested by Bank. Bank may rely on any such authorization until it has
been revoked in writing by Customer Bank shall have a reasonable time
to process any revocation received pursuant to this section.
2. Security Procedures
Customer and Bank shall agree to use security procedures as
established by Bank. Customer acknowledges and agrees that it has
been informed of and understands Bank's security procedures.
Customer agrees that any agreed security procedures shall be deemed
commercially reasonable. Customer understands that the security
procedures are not for the purpose of detecting errors in the
transmission or content of a payment order controlled by Customer
Customer agrees to be bound by any payment order sent in the name of
Customer that is processed by Bank in compliance with the agreed
security procedures whether or not authorized. If Bank in good faith
believes that changes in security procedures are immediately necessary
to reduce the risk of an unauthorized funds transfer, Bank may initiate
such changes immediately and give notice to Customer as soon as
practicable. Customer and its Authorized Users and other Agents shall
maintain the highest possible level of confidentiality with regard to
security codes, test code procedures, other security devices and other
aspects of these procedures and will take all steps necessary to prevent
access to them by unauthorized persons.
3. Inconsistent Names and Account Numbers
Bank and any other party executing or receiving a payment order,
including the beneficiary's bank, may rely on the number in the payment
order that identifies the beneficiary and on any numbers that identify the
beneficiary's bank and any intermediate financial institutions identified in
the payment order, even if such numbers do not correspond to the name
of the beneficiary or the financial institution. Bank and any other
receiving financial institution have no obligation to determine whether a
name and number identify the same person or institution. Customer
acknowledges that payment of a payment order initiated by Customer
might be made by the beneficiary's bank on the basis of an identifying or
bank account number even if it identifies a person different from the
named beneficiary With respect to incoming wire transfers that do not
include an account number recognizable to Bank, Bank may return the
wire transfer to the sending financial institution without incurring any
liability to Customer
4. Routing/Time Deadlines
Bank may use means and routes that Bank thinks in its own discretion
are suitable for each outgoing wire transfer Bank will establish from
time to time a specific time of day after which Bank will not accept an
incoming payment order to be processed on the day of receipt.
Payment orders received after Bank's established deadline or on any
non -Business Day, including any Saturday, Sunday, holiday or any day
that Bank's wire department is not open will be considered received on
the next Business Day
5. Recordation
Customer authorizes Bank in its discretion to record electronically or
otherwise any telephone instructions and other conversations originated
by Customer to Bank and by Bank to Customer
6. Payment Orders
a. Communication. Customer may communicate a payment order to
Bank by the means and manner agreed to between the parties.
b. Content of Payment Orders. Customer will supply to Bank any
information Bank may reasonably request regarding any payment order
initiated by Customer, including, without limitation, money amounts,
affected accounts, dates of transfer, the beneficiary's name and account
number, the routing number or BIC of the beneficiary's financial
institution, such additional information as Bank may reasonably request
and, if necessary, further evidence of any Agent's authority to transfer
funds or to do any other act contemplated by this Service.
c. Execution of Payment Orders. Customer authorizes Bank to
execute and charge Customer's account(s) with Bank for payment
orders delivered to Bank in accordance with this Agreement. Bank has
no obligation to execute a payment order if Customer's account to be
charged has insufficient collected and available funds to cover the order
d. Processing Payment Orders. The order in which Bank processes
wire transfer payment orders is determined solely by Bank. Customer
does not have the right to reverse, adjust or revoke any payment order
after it has been received by Bank, provided, however, that Bank will
make a reasonable effort to act on such a request by Customer With
respect to a payment order already transmitted to the beneficiary's
financial institution, Bank shall, at Customer's request, request the
financial institution to return funds previously transferred. Customer
understands that the receiving institution is under no legal obligation to
comply with this request.
e. Rejection of Payment Orders. Bank may reject a payment order
from Customer if such payment order is not initiated in accordance with
the applicable security procedure, if there is any inconsistency between
a payment order and information previously supplied to Bank, if Bank is
unable to obtain confirmation of such payment order satisfactory to
Bank, if there are insufficient collected funds in Customer's specified
account to fund the payment order, or if Bank has other reasonable
grounds not to honor the payment order Bank will notify Customer by
first class mail that it has rejected a payment order Bank may also
reject an incoming payment order if it has reasonable grounds to do so.
f. Standing Payment Orders. If requested by Customer and agreed to
by Bank, Customer may initiate a standing payment order, which is one
where the Customer pre-programs the beneficiary, the beneficiary's
financial institution, and the accounts to be debited and credited and
such information remains constant for subsequent payment orders.
Customer shall provide Bank with the necessary information to execute
the standing payment order, including, without limitation, the dollar
amount to be transferred or the desired peg balance, the frequency of
the order and the day of week or month when the payment order is to be
executed. Customer may terminate a standing payment order at any
time upon receipt by Bank of a written notice. Bank shall have a
reasonable time to act on such notice.
g. Mainframe Batch Wire Transfers
(i) Service Specifications. If requested by Customer and agreed to
by Bank, Customer may initiate payment orders from its
mainframe computer to Bank's mainframe computer, subject to
the provisions of this Agreement. Customer will comply with
interface specifications established by Bank, including, without
limitation, file formats and means of data transmission (the
"Specifications"). Bank may furnish Customer with modifications
to the Specifications and Customer shall implement such
modifications as soon as reasonably practicable.
(ii) Wire Transfer Software, Confidentiality. Customer shall be
solely responsible for creating the computer programs to
implement the Specifications ("Wire Transfer Software").
Customer shall maintain the confidentiality of the Specifications
and the Wire Transfer Software and permit access solely to
those responsible for supporting the Wire Transfer Software or
authorized to initiate Payment Orders. Customer shall
implement passwords and other security devices commensurate
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Treasury Management Services — Terms and Conditions
U S Bank
with the highest level of security afforded by Customer to other
computer programs and confidential information of Customer
7. Confirmation of Outgoing Wire Transfers
a. Confirmation Method. Customer and Bank shall agree to the method
of confirming payment orders received from Customer Customer shall
designate Authorized Users to confirm payment orders. Bank
recommends a minimum of three potential Authorized Users to confirm
payment orders and that Authorized Users serve as an initiator or a
confirmer, but not both Notwithstanding Bank's recommendation, if
Customer permits an Authorized User to act as both initiator and
confirmer, Customer hereby authorizes Bank to process a wire initiated
and confirmed by such Authorized User Customer may add, change or
delete the Authorized Users in accordance with section II 9 of this
Agreement. In the event the designated Authorized Users with authority
to confirm are not available to confirm a payment order, Customer
agrees that Bank may, at its discretion, elect to process the payment
order initiated by an Authorized User Customer agrees to be bound by
any such payment order processed by Bank.
b. Waiver of Confirmation. Bank advises Customer not to waive
confirmation. If Customer, however, chooses to waive confirmation,
Customer agrees to be liable for all outgoing payment orders, except
those payment orders where (1) Customer is able to conclusively prove
that the unauthorized transfer could not have been prevented by the use
of confirmation procedures; (2) Bank is unable to produce any evidence
that the unauthorized transfer could have been prevented by the use of
confirmation procedures; and (3) Customer is not otherwise liable for the
transfer under this Agreement, or applicable law Customer
acknowledges that not using confirmation procedures substantially
increases the Customer's risk of liability for an unauthorized wire
transfer
c. Confirmation of Wire Transfers Initiated through electronic Bank
applications. The confirmation of payment orders initiated by Customer
through electronic Bank applications shall be verified and approved by
Customer prior to their transmission to Bank. All payment orders shall
be initiated and confirmed in accordance with the security procedures
established for the relevant application.
8. Advices
a. Advice Method. Customer will select the type of advice it wishes to
receive after Bank sends an outgoing wire transfer or receives an
incoming wire transfer If Customer selects telephonic advices,
Customer will designate person(s) to be contacted and telephone
numbers to be used for advice purposes. Bank shall not be required to
make more than one attempt to reach Customer's designated location
by telephone. If Bank is able to reach the Customer's designated
location, but not Customer's designated Agent, Bank may leave a
message containing the information to be conveyed
b. Advices by Facsimile. If Customer selects advices by facsimile
("fax"), Customer shall exercise extreme care in maintaining its own
security in the receipt of fax advices. Customer acknowledges that the
information to be received by fax may include confidential information,
including, without limitation, names, amounts, phone numbers,
originating account information, and the text of incoming wires.
Customer further acknowledges that it alone assumes full responsibility
for maintenance of its internal security procedures to keep such
information confidential. Customer agrees to indemnify, defend and hold
Bank harmless against any and all claims, demands, expenses,
liabilities and damages, including attorney fees at trial and on any appeal
or petition for review, incurred by Bank arising directly or indirectly from
the transmission by fax of an incoming wire transfer advice.
c. Waiver of Advice. Customer may waive its right under the Uniform
Commercial Code to receive advices by so indicating on the applicable
Implementation Documents.
9. International Wire Transfers
Wire Transfers across country borders are customarily done by Bank
through a correspondent. Any fee, commission or charges assessed by
the correspondent shall be passed on to the Customer or deducted from
the wire transfer amount by the correspondent. Payment to a foreign
country is subject to the laws of the foreign country involved. Bank
assumes no liability for delays, non-delivery or other events resulting
from causes beyond Bank's control. In refunding unexecuted payment
orders, Bank shall be liable to Customer only to the extent it receives
payment from the correspondent financial institution processing the
transfer Cancellation of a transfer involving other than domestic
currency is subject to any rate exchange loss as determined by Bank.
Customer agrees to sell any canceled payment order to Bank at the then
current applicable foreign currency buy rate.
10. Reverse Wire Transfers
a. Authorized Debits. If requested by Customer and agreed to by Bank,
Customer authorizes Bank to debit Customer's account(s) with Bank
upon receipt of a Fedwire drawdown request, and to send funds to the
Requesting Bank. Each transfer will be done on the Business Day Bank
receives the incoming request from the Requesting Bank if the request
is received within a reasonable time to determine whether Customer's
Account has sufficient available funds and to obtain access to the
Federal Reserve network prior to the close of business.
b. Reverse Wire Funding. Customer agrees not to transmit any reverse
wire request in excess of available collected balances on deposit in the
designated account(s). Bank may reject any reverse wire request in
excess of the collected and available balance. Requesting Bank will be
notified if the request is rejected by Bank.
c. Wire Transfer Numbers. Customer's obligation to pay Bank the
amount of the funds transfer in the event that the Fedwire message does
not identify the same account or financial institution is not excused in
such circumstances. When names and numbers are inconsistent, the
numbers shall control. With respect to incoming wire transfers that do
not indicate an account number recognizable to Bank, Bank may return
the wire transfer to the sending financial institution without incurring any
liability Customer does not have the right to reverse, adjust, or revoke
any Fedwire message after it is received by Bank; however, Bank will
use reasonable efforts to act on such a request by Customer to reverse,
adjust or revoke such message before Bank has sent the outgoing wire
transfer With respect to an outgoing wire transfer already transmitted
by Bank, Bank shall, at Customer's request, request the receiving
financial institution to return funds previously transferred. Customer
understands and agrees that the receiving financial institution may or
may not comply with any such request.
d. Authorizations. Customer's authorization for reverse wire requests
shall remain in effect until Customer gives written notice to Bank. Bank
will have a reasonable time to act on any written notice received from
Customer
e. Limitation on Bank's Liability. In consideration of Bank's
compliance with this authorization, Customer agrees that Bank's
treatment of any charge, and Bank's rights with respect to it, shall be the
same as if the entry were initiated personally by Customer Bank shall
have no liability if any charge is dishonored.
11. Additional Limits on Bank's Liability
Bank is responsible only for performing the Services described in this
Section. Bank shall not be responsible for the acts or omission of
Customer, any Federal Reserve Bank or other financial institution, any
transmission or communication, or any other person and no such person
shall be deemed to be Bank's Agent under this Agreement.
Page 14 (Rev 3/08)
Treasury Management Services — Terms and Conditions
U.S Bank
E. PAPER-BASED DISBURSEMENT SERVICES
1. Controlled Disbursement
a. Disbursement Account. If requested by Customer and agreed to by
Bank, Customer will open and maintain a demand deposit account
("Disbursement Account") and a primary funding account ("Funding
Account") at Bank. The disbursing bank may be a financial institution
that is a subsidiary or affiliate of Bank or Bank itself Bank reserves the
right to require customer to use Bank's positive pay service in
conjunction with the use of Disbursement Account(s). Customer hereby
authorizes and directs Bank to act on its behalf and as its Agent, as
Bank in its sole discretion deems necessary or advisable, in performing
any of the Controlled Disbursement Services and related Services.
b. Funding Procedures. On each Business Day, Bank shall
electronically provide Customer with a report of the total aggregate
amount of all presented disbursement checks, and ACH transactions
posted in the early morning ACH window, net of the prior day adjustment
and other charges to the Disbursement Account (the "Total Clearings").
Customer agrees to maintain sufficient collected balances in the
Funding Account by the established deadline to fund the Total Clearings.
Bank is hereby authorized to debit the Funding Account in an amount
equal to the actual or estimated Total Clearings and to transfer funds in
said amount for credit to the Disbursement Account. Bank reserves the
right to convert the Disbursement Account into a standard prepaid
checking account at any time upon notice to Customer
c. Adjustments. Bank will compare the report of electronic
presentments to the checks presented against the Disbursement
Account. If the total dollar amount of checks electronically reported is
less than the total dollar amount of checks presented, Bank will credit
the Disbursement Account for the difference. Bank will add this
difference to Customer's Total Clearings the next Business Day
d. Daily Dollar Limit. A daily dollar limit (the "Dollar Limit") may be
established from time to time by Bank with respect to the Disbursement
Account in Bank's sole discretion. Bank shall have no obligation to pay
disbursement checks and ACH transactions (collectively, "Items") in
excess of the Dollar Limit. Bank may, at any time, either verbally or in
writing (but shall not be deemed obligated to) notify Customer of any
change made by Bank in the Dollar Limit. Establishment of the Dollar
Limit should not be interpreted or construed by Customer as any
commitment or agreement by Bank to provide any credit or loans to
Customer, nor as an agreement or commitment to debit the Funding
Account when doing so would create a negative balance therein
e. Special Circumstances. Customer acknowledges that Bank, under
some circumstances beyond its control, may at times be unable to
provide a report of the total amount of its Total Clearings early enough
for Customer to make a complete and acceptable funding of the
accounts. Customer nevertheless agrees to fund the Funding Account
completely by using an estimate of the Total Clearings.
f. Action Affecting Accounts. Should Bank receive any process,
summons, order, injunction, execution, levy, lien, garnishment, or
adverse claim notice (either by a governmental authority or third party)
(hereinafter referred to as "Process"), which Bank reasonably believes
will adversely affect the Funding Account or the Disbursement Account,
Bank may, at its option and without liability, refuse to honor orders to pay
or withdraw sums from any Disbursement Account and may either hold
the Funding Account balance herein until such Process is disposed of to
the satisfaction of Bank or pay the balance over to the source of the
Process in accordance with applicable law
g. Return of Items Unpaid. Bank reserves the right, in Bank's sole
discretion, to return unpaid any or all Items presented for payment
against the Disbursement Account in the event that:
(i) there are insufficient collected and available balances on deposit
in the Funding Account by the established deadline to fund the
Total Clearings;
(ii) debits cannot be posted because the Disbursement Account or
Funding Account is frozen, blocked, closed or because of any
other condition; or
(iii) any communications failure or other condition prevents Bank
from monitoring Customer's Dollar Limit and/or the Items
presented for payment.
h. Stop Payment Orders. Customer may issue stop payment orders on
Items drawn on the Disbursement Account in accordance with Bank's
procedures.
2. Drafts/Warrants
a. Draft/Warrant Account. If requested by Customer and agreed to by
Bank, Customer shall open and maintain a demand deposit account
upon which drafts or warrants shall be drawn and will be charged (the
"Draft Account"). Customer shall maintain on deposit sufficient collected
and available balances to cover items drawn on the Draft Account.
b. Draft/Warrant Format. All drafts/warrants shall contain on the face of
the item the words "draft" or "warrant," and "payable through U S Bank."
Customer will also encode all drafts/warrants in accordance with Bank
specifications. Customer agrees to immediately make any changes to
the format of the drafts/warrants or encoding when requested to do so by
Bank and will be solely responsible for its failure or refusal to comply
with Bank's specifications. Any draft/warrant drawn by Customer on the
Draft Account shall be treated by Bank as a draft/warrant regardless of
what appears on the face of the draft/warrant and Customer shall hold
Bank harmless as a result of so handling any such item.
c. Presentment and Return. Bank shall make drafts/warrants
presented to Bank available to Customer via electronic presentment.
Bank shall notify Customer by electronic means of the account number,
draft number and dollar amount of all presented drafts/warrants and
provide Customer with a front and back image of each draft/warrant
received by Bank. Bank's delivery of the images shall constitute an
electronic presentment under the Uniform Commercial Code, Federal
Regulation CC and other applicable laws. Draft/Warrant services are
additionally subject to the Reverse Positive Pay terms contained
elsewhere in this Agreement. Customer shall notify Bank of each
draft/warrant that should be returned in the form agreed to by Bank and
Customer If Customer does not specifically decline payment of a
draft/warrant by the deadline established by Bank, such draft/warrant will
be finally paid by Bank. Customer acknowledges that drafts/warrants
payable through Bank are considered to be drawn on Bank for purposes
of the expeditious return and notice -of -nonpayment requirements of
subpart C of Regulation CC of the Federal Reserve Board. If Bank
agrees to return a draft/warrant following Bank's deadline, Customer
agrees to be responsible for Bank's failure to return the draft/warrant in
an expeditious manner as prescribed in Regulation CC Bank shall be
deemed to have made timely presentment to Customer with respect to
any drafts/warrants that Bank receives at a time when it is prevented
from making presentment to Customer as a result of any force majeure
including, but not limited to, earthquake, flood, hurricane, tornado,
volcanic eruption, severe weather event or other act of nature, war, riot,
civil disturbance, strike, lockout, and disruption in telecommunications
service.
d. Examination of Drafts/Warrants. Bank shall have no responsibility
to examine drafts/warrants prior to presentment to Customer for its
payment decision Bank will take ordinary care to see that the amount of
each draft/warrant as drawn is accurately posted to Customer's account.
Bank will not make any attempt to verify signatures, endorsements or
restrictive clauses on drafts/warrants. Bank will not examine the dates
on which drafts/warrants have been drawn for undated, stale or post-
dated items. Bank shall have no responsibility for any liability, loss or
damage resulting from (i) a payment in accordance with this Section of
any draft/warrant that is altered or unsigned or that bears the forged or
unauthorized signature of Customer or (ii) return of any check to the
depository bank in accordance with this Section.
e. Encashment of Drafts/Warrants. Unless otherwise instructed by
Customer, Bank is authorized to pay its drafts or warrants issued by
Customer that are presented for encashment by payees. Bank will not
be liable for the encashment of any draft/warrant which contains, or is
purported to contain, a forged signature of a maker or endorser, or any
other unauthorized modification, as long as Bank exercises ordinary care
in cashing the draft/warrant.
Page 15 (Rev 3/08)
Treasury Management Services — Terms and Conditions U.S Bank
f. Controlled Funding
(i) Funding Account; Report of Incoming Debits. If Customer
has selected a Controlled Draft/Warrant Account, Customer
agrees to open and maintain a primary funding account
("Funding Account"). All drafts/warrants drawn shall be
provisionally charged to Customer's Controlled Draft/Warrant
Account on the Business Day of receipt by Bank and such
charges shall become final and irreversible, except as to
drafts/warrants that are dishonored as provided herein. Bank
shall on each Business Day make reasonable efforts to
electronically provide Customer with a report of the total
aggregate amount of all presented drafts/warrants ("Items"), net
of the prior day adjustment, and other charges to the Controlled
Draft/Warrant Account (the "Total Clearings"). If for any reason
Bank is unable to provide Customer with the Total Clearings, the
Total Clearings for such day shall be estimated by Customer
Any discrepancies shall be reconciled on the following Business
Day
(ii) Funding Procedures. Customer shall maintain on deposit in the
Funding Account sufficient collected and available funds to cover
drafts/warrants charged to the Controlled Draft/Warrant Account.
Bank is hereby authorized to debit the Funding Account in an
amount equal to the actual or estimated clearings charged
against the Controlled Draft/Warrant Account. If Bank and
Customer agree to other methods of funding the drafts/warrants,
Customer shall be responsible for compensating Bank for any
uncollected funds which may occur and Bank may require
suitable approval and the establishment of daily dollar limits.
(iii) Adjustments. Bank will compare the report of electronic
presentments to the drafts/warrants presented against the
Controlled Draft/Warrant Account. If the total dollar amount of
drafts/warrants electronically reported is less than the total dollar
amount of drafts/warrants presented, Bank will credit the
Controlled Draft/Warrant Account for the difference. Bank will
add this difference to Customer's Total Clearings the next
Business Day
(iv) Return of Items Unpaid. Bank reserves the right, in Bank's sole
discretion, to return a draft/warrant unpaid in the event that:
(a) there are insufficient available and collected funds in the
Funding Account by the established deadline to fund the Total
Clearings; or (b) debits or charges cannot be posted because the
Controlled Draft/Warrant Account or Funding Account is frozen,
blocked, closed or otherwise unavailable.
(v) Account Limitations. Customer shall not initiate or authorize an
ACH debit entry or other electronic debit or payment order from
the Controlled Draft/Warrant Account.
Page 16 (Rev 3/08)
Treasury Management Services — Terms and Conditions
U.S. Bank
IF. POSITIVE PAY SERVICES
1. Introduction
1Positive Pay Services are offered by Bank as the most effective way to
minimize loss from fraudulent check issuance or payment. If Positive
Pay Services are requested by Customer and agreed to by Bank,
Customer and Bank agree that in the event of an inconsistency between
this Agreement and applicable law, the provisions of this Agreement
shall prevail to the extent permitted. Nothing in this Agreement is
intended to limit Bank's right to return an item unpaid if there are
insufficient available funds in the designated account.
2. Format Specifications
Customer shall comply at all times with Bank's format and data
'transmission standards for the Positive Pay Service. Customer agrees
'to issue checks, drafts, warrants or other items (collectively, "Items") in
accordance with Bank's specifications and will change the Item format
(when requested to do so by Bank. Bank shall not be responsible for
'correcting or resolving processing problems caused by substandard
'quality magnetic encoding. Customer shall supply Bank with sample
Items for testing.
3. Positive Pay
'a. Customer Responsibilities. Customer shall designate to Bank all
,account(s) that are to be used with the Positive Pay Service ("Account").
Customer will provide Bank with a file of all outstanding Items prior to
activation of this Service. On each clay that an Item is written against
the Account, Customer shall supply Bank with all required Item issue
information prior to the deadline established by Bank. Such information
shall include, without limitation, the account number, the issue date, the
Item number and the face amount. Customer shall be responsible for
the accuracy and completeness of all information provided to Bank.
b. Bank's Responsibilities. In reliance on the information provided by
Customer, Bank shall create a master issue file for each designated
Account ("Issue File"). If ARP File Confirmation service is selected by
Customer, Bank shall process the Issue File and provide a confirmation
to Customer that the Issue File was received and processed. Excluding
valid stop payment orders and issue records voided by Customer
request, all Items, including those that have been electronically
converted, that match by serial number and amount to Bank's Issue File
will be deemed properly payable and Bank is authorized to pay all such
Items.
c. Paid No Issues. Each business day, Bank shall make reasonable
efforts to report to Customer any Item serial numbers that do not match
the Issue File ("Paid No Issue") and, if requested and available, provide
the front and back images of those Items for that day's presentment;
provided, however, no images shall be provided in the case of
electronically converted Items. Customer agrees to review and make
payment decisions on the Paid No Issue Items prior to Bank's
established deadline. If Customer's requested default setup is for Bank
to pay all Paid No Issue Items, then Bank is authorized to finally pay any
' Paid No Issue Item unless Customer has instructed Bank to return the
Paid No Issue Item prior to the established deadline. If Customer's
requested default setup is for Bank to return all Paid No Issue Items,
then Bank is authorized to return any Paid No Issue Item unless
Customer instructs bank to pay a Paid No Issue Item prior to the
established deadline. Bank may rely on any instructions received from
Customer that Bank reasonably believes to be genuine. Bank shall have
no responsibility for any liability, loss or damage resulting from (i)
payment in accordance with this section of any Paid No Issue Item that
is altered or unsigned or which bears the forged or unauthorized
signature of Customer; (ii) the return of any Paid No Issue Item to the
depository bank in accordance with this section; or (iii) Customer's
failure to meet Bank's established deadlines. Customer may be required
to place a stop payment order on any returned Paid No Issue Item,
which shall be subject to Bank's customary stop payment fee. Bank's
failure to report a discrepancy will not discharge Customer's obligation
with regard to any Item, and shall not obligate Bank to return any Item if
it is otherwise properly payable.
d. Teller Positive Pay. All positive pay accounts will interface with the
Bank's teller system unless otherwise agreed by Bank. Bank will
compare Items presented for cash at a branch of the Bank with
Customer's Issue File. Customer agrees that Bank may refuse to cash
any Paid No Issue Item and such refusal will not be deemed to be a
wrongful dishonor In the event of dishonor, Bank will refer the presenter
to Customer Customer acknowledges that under some circumstances
issuance information submitted by Customer may not be reflected in
Customer's Issue File until the opening of the following business day
Customer agrees to follow established procedures should it need to
manually add an Item to the Issue File. Bank will make reasonable
efforts"to assist Customer, but Customer acknowledges that Bank may
be unable to process such requests on a same day basis. In the event
that Customer requests Bank not activate or temporarily deactivate teller
positive pay, Customer agrees to assume all risk of loss for any Bank
teller -cashed Item that would have been identified as a Paid No Issue
Item prior to acceptance.
e. Payee Positive Pay. If Customer selects this option which is
available only through SinglePoint®, Customer's Item stock shall first be
tested to ensure it meets Bank's payee name readability rate. Customer
shall designate to Bank all positive pay accounts that shall use Payee
Positive Pay In addition to the Item issue information provided by
Customer for the positive pay service, Customer shall supply Bank with
the payee name(s) for each Item issued by Customer Customer shall
be responsible for the accuracy and completeness of the payee
information provided to Bank. In reliance on the payee information
provided by Customer, Bank will compare the payee information on the
Item with Customer's Issue File for Items presented in the back office
and at the teller line. Customer acknowledges that Bank will not be able
to validate payee information for electronically converted Items
presented to Bank for payment. Bank may, in its sole discretion, impose
variable parameters for which the payee information will not be reviewed
for certain Items processed through the back office. If such parameters
are imposed, Bank agrees to assume the risk of loss for an Item that
would have been identified as a Paid No Issue solely on the basis of the
payee information.
f. Teller Payee Positive Pay. If Customer selects this option, Customer
shall designate to Bank all positive pay accounts that shall use Teller
Payee Positive Pay In addition to the Item issue information provided
by Customer for the positive pay service, Customer shall supply Bank
with the payee name(s) for each Item issued by Customer Customer
shall be responsible for the accuracy and completeness of the payee
information provided to Bank. In reliance on the payee information
provided by Customer, Bank will compare the payee information on the
Item presented for cash at a branch of the Bank with Customer's Issue
File. Customer agrees that Bank may refuse to cash any Item where the
payee name is not an exact match and such refusal will not be deemed
to be a wrongful dishonor In the event of dishonor, Bank will refer the
presenter to Customer Customer acknowledges that under some
circumstances issuance information submitted by Customer may not be
reflected in Customer's Issue File until the opening of the following
business day
4. Reverse Positive Pay
a. The Paid File. Customer shall identify all accounts subject to Reverse
Positive Pay ("Account"). When an Item is presented for payment
against an identified Account, Bank shall notify Customer prior to the
designated time, and in no case later than the business day following the
day of presentment, of the Account number, Item number and amount of
the presented Item (the "Paid File") and, if requested and available, shall
provide Customer with the front and back images of the Items. By
electing Reverse Positive Pay, Customer assumes all fraudulent and
other risks associated with teller -cashed Items unless Customer
provides standing instructions to Bank to disallow encashment at the
teller line.
b. Payment Instructions. Customer shall compare the information
provided by Bank with Customer's Item issuance records. Customer
shall notify Bank prior to the deadline established by Bank of Customer's
decision on any reported Items that should be dishonored Bank may
rely on any instructions received from Customer that it reasonably
believes to be genuine. Bank is authorized to finally pay any Item listed
on the Paid File unless the Customer instructs Bank to return the Item
prior to the established deadline. Bank shall have no responsibility for
any liability, loss or damage resulting from (i) a payment in accordance
Page 17 (Rev 3/08)
Treasury Management Services — Terms and Conditions U.S Bank
with this section of any Item that is altered or unsigned or which bears
the forged or unauthorized signature of Customer or (ii) return of any
Iltem to the depository bank in accordance with this section. Bank
reserves the right to require Customer to place a stop payment order on
'any Item to be returned. Any such orders will be subject to Bank's
customary stop payment fee. Customer shall notify Bank by the
designated deadline if the Paid File has not been received from Bank.
Bank will make reasonable efforts to provide the Paid File to Customer
and honor Customer's instructions. Bank's failure to provide a Paid File
'will not discharge Customer's obligation with regard to any Item that was
otherwise properly payable at the time of presentment.
Page 18 (Rev 3/08)
Attachment
Treasury Management Services — Terms and Conditions
Schedule "A" - Pricing
U.S. BANK - PROPOSAL COST FORM
FOR
MERCHANT SERVICES
DATE SUBMITTED: November 9, 2007 *
TO: The Purchasing Manager of the City of Yakima
Having carefully examined the "General Conditions", and the "Detailed Specifictions", all of which are
contained herein, the U.S. Bank proposes to furnish the following, at the costs listed:
E -Payment Express Service:
Monthly Maintenance and Reporting (per Biller)
E -Payment Express Monthly Maintenance
Payment Transaction
E -Payment Express Initiated Payment
ACH Fees
E -Payment Return — per Item
E -Payment Notification of Change — per Item
Implementation
E -Payment Express Implementation
U.S. Bank also offers an E -Payment Service with more bells and whistles.
$100.00
$.250
$2.50
$2.50
$750.00
The City is a valued client of U.S. Bank and we will work with the City to give the City the best
pricing available. As a valued customer, we are offering a one-year compensating CD; today's rate is
1.20% but is subject to change. Additionally, U.S. Bank will apply a $4,000 loyal customer service
bonus toward the City's 2009 service charges. These options may be reviewed and an election made
during product implementation.
We also offer a Convenience Fee option with our E -payment Service to help reduce or eliminate the
cost to the City. The pricing for non-utility payment transactions may be different than the Utility
payments due to a difference in transaction volumes and transaction dollar amounts. We projected a
convenience fee of $3.00 per "non-utility" type transaction; however, this was based on estimated volumes as
no specific volumes estimates were available at time of this calculation. (The Convenience Fee grid calculation
was based on the following estimates: average of $115 per payment, 270 ACH transactions & 1,080 Credit Card
transactions; actual results and resulting transaction fees may vary.) When the City incorporates
additional applications, U.S. Bank will determine any associated convenience fee prior to any
implementation.
Usbank.com/government
*Additional verbiage for projected bank collected convenience fee 03/19/2009
APPLICATION
For
Electronic Payment — Merchant Services
Note: the enclosed Application is blank as much of the items on this form
relate to the level of detail that will be addressed during the design /
implementation phase of the project. However, the Application is included
with these documents because it will become part of the official Agreement
upon its completion and execution. The Resolution, if adopted by Council,
authorizes staff to execute the Application and other documents as necessary
to implement the electronic payment services.
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receive the product or service?
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IN If not same day, # of Days
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Total = 1100%
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II Visa Credit ■ Visa Debit
■ MasterCard Credit • MasterCard Debit ■ Discover
xC
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■ MO/TO / Internet ■ ARU
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■ TIERED Rate Per Item
PIN Debit Rate Per Item
"; t
One Time Fee Type
s -
Qualified % $
II',
Fixed Rate $
��* �
Application Fee
$
Mid-Qual % $
■ INT PLUS % $
Installation/Training
$
r=te
••4
Non-Qual % $,_
Per Authorization
'
Wireless Set -Up Fee
$
4s
_1
Opt. IIIDebit ■ Supermarket • Quick Pay/Small Tkt
Visa
$
Rush Shipment
$
; 5,
% $
MasterCard
$
� 1
Other
$
Opt Rewards Tier % $
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Discover
$
3 ��
Monthly Fee Type
T?
Opt. Commercial Card Tier % $
WEX
$
r
Statement Fee
$
7
■ INT Differential Plus
Other
$
t.
Minimum Discount
$
- ..— a
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VISA - Qual % $
Other
$
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Other;
5 �, `
MasterCard – Qual % $
Other
$
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u.
Other
$
•
Discover– Qual____ %$
Voice Authorizations:
Per Occurrence Fee
Type
n 1
"•
Non-Qual
^ ,:
ARU
Chargeback Fee
yam
• INT PLUS % $
Operator Assisted
$
Retum Item (NSF) Fee
$
=tq ala
ry
Pricing Program (Required
AVS
$
t`;�T'y;
€ a
,
Other
$
-..5., t,
Above Rates are for all Card Acceptance types selected.
Bank Referral
$
a.
r-' r
Other
$
Purchase
Software/Wreless
POS Description
Item Code
Price per Unit
Mon. Fee per Unit
$
Per Auth Fee
$
$
$
$
$
Ms':i?s.A� fcw`
$
$
0`,:
$
$
$
EN,* Merchant Owns
�
Software/W reless
Q
POS Description
Item Code
Reprogram Fee per Unit
$
Pin Pad Encryption
■
Mon. Fee per Unit
$
Per Auth Fee
$
$
1
$
$
wF
$
0
$
$
xzsta Special Programs
Qty
POS Description
Item Code
Price per Unit
Equipment Back from Merchant
$
Used
All applicable state and local taxes will be applied.
2
USBGOV 052008
1
Auth Fee(
American Express:
El Amex Rate
% $
SE #
.>+: s x
1- .
' ow
s
Amex (10 digits) $ 0.15
or
0 Amex Flat Fee Option: $ 5.95
)o'~tt
EBT (5 digits) $ 0.15
Monthly Volume: $
ria
Other (10 digits) $
a':
0 g
JCB: JCB Rate: % $
rs� .
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Other $
Xd s,
0 Debit- Includes INLK (Interlink), MSTO (Maestro), ACCL (Accell), AFFN, ALAS (Alaska , CU24, ITS (Shazam), NETS, NYCE, PULSE and STAR
U4
0 DCC Rebate % Set Up Fee $
0 Money Manager Vendor
_
�.
_..
0 Working Capital Vendor
Bio
0 MCP # Users Monthly Fee $ Set Up Type (check one) 0 MID 0 CHN 0 ENT Set Up Fee $
—i
<;;
0 ACS Remote ID Set Up Fee $ Monthly Fee $
`.'1 I
'trt'
Processing Options: 0 POP (POS Image) 0 ARC•(POS Image) 0 BOC ( 0 POS Image or 0 Cash Office Image)
j
e- 1 "'i
� la?,-
1 ANNUAL check volume: $ 2. Average check amount: $ 3. Maximum check amount: $
, •
Neese check box for each additional service option
0 NSF Service Fee Processing @ $2.00 per NSF item.
Not applicable for POP Guarantee and all ARC
products
0 EnQuire Reporting Access:
# users: @ $29.95 each per month
(
ECS Monthly Minimum: $
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L 70 --ate:)e
= -
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•■ Conversion with Guarantee
Guarantee Rate: % Per Transaction: $
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zN
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R Conversion with Verification ■ Collections
o
Per Transaction: $ Per Return Transaction: $
Turn off return memo advices
tnR❑
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■Conversion Only ■Collections
Per Transaction: $ Per Return Transaction: $
Card Style Card Quantity Price h
MI Monthly Pricing: $ per month
1
■ Basic $
location Additional transaction billed $0.29 per
0=1^,a.
,4c
II Standard $ L7
(Includes transactions per annually
transaction)
-,,Lu0
m
• Custom $ Ea
OR
IIITransaction Pricing:$ per transaction and $ per month.
rs'
Max Card Value $ (Default $500)
■ Plexi Stand (Kit #1) $ X
• Service Fees (Cardholder charged on unused balances)
N
■ Posters (2) Buttons (10) (Kit #2) $ X
- Custom Cards are required
• Card Badges 25) (Kit #3) $ X
- Service Fee per Transaction $0.12
- Apply same to all states? ►Z4 Y ■ N (if no, complete for each state)
• Card Carriers (enter total cards)
Fee Amount: $
ya�,Z�j',
# of Style
_cao , Applied: II Monthly • Quarterly III Annually
ia
Style $ X
F� Beginning: Months
;qua m
of
O
# of Style a=
_
After • Activation • Last Transaction Date
72 months)
(Multiples of 100 only) t-�.
Lock Balances After: Months of non-use (default
s? y =
• Monthly Online Admin - # Users $-
&1
' ->W
rf
.0.,:f"
VAR Manufacturer
.,:l
• Graphic Design Service $
p
VAR Software:
i
u4' °
U4o,�
• Custom Card Upgrade $ w
• Elavon(Direct)
Version:
t.)
• Misc Fee - $�
■ Givex (Indirect)
• Misc Fee - $
ti .;-
Color • Black IN Blue II Burgundy II Dark Blue • Dark Green • White • Gold ■ Red ■ Gray ■ Purple
Y?;i��•�� '
Card Style: II Rtl #001 ■ Rtl #002 ■Dining #003 IN Dining #004 • Mult #005 II Mult #006 ■ Speci #008 II Spec #011 II Mult #012 II Mult #013
:
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Justification: • Left • Center • Right • As submitted -
e_ �v,.
a'
;;Asi `zm.>;;
=1 =''
Imprint: ■ Logo (ELECTRONIC artwork must be submitted to avoid delay)
OR
• Text (Imprinting details MUST be entered below)
*Font (select ONE): ■ Arial • se • Times New Roman ,
♦Text Case (select ONE): • Title Case ■ UPPER CASE ■ lower case III As submitted
3
USBGOV 052008
• s
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Merchant Representations and Certifications. By signing below, the applicant merchant ("Merchant or you") and its representative(s) represent and warrant to Elavon, Inc. ("Elavon"), with offices at
7300 Chapman Highway, Knoxville, TN 37920, and U. S. Bank National Association ("Member), with offices at U. S. Bancorp Center, 800 Nicollet, Minneapolis, MN 55402, (collectively, "we" or
"us") that (i) all information provided in this merchant application ("Merchant Application") is true and complete and properly reflects the business and financial condition of Merchant; and (ii) the
persons signing this Merchant Application are duly authorized to bind Merchant to all provisions of this Merchant Application and the Agreement. The signature by an authorized representative of
Merchant on the Merchant Application, or the transmission of a Transaction Receipt or other evidence of a Transaction to us, shall be the Merchant's acceptance of and agreement to the terms and
conditions contained in the Agreement including, without limitation, this Merchant Application and the Terms of Service ("TOS"). If Merchant does not receive the TOS, please contact our customer
service center Notwithstanding any such non -receipt of the TOS. Merchant agrees to comply with the Agreement, and all applicable laws, rules, and regulations including the rules and regulations
of the Payment Networks, and understands that failure to comply will result in termination of processing services. Capitalized terms shall, unless otherwise defined in this Merchant Application,
have the same meaning ascribed to them in the TOS.
Merchant agrees to establish and maintain sufficient funds in an account M accommodate all transactions including, but not limited to, Chargebacks, returns, adjustments, fees, fines, penalties
and any other payments due under the Agreement. Merchant authorizes us to credit/debit that account as necessary In addition to the fees set forth in the Merchant Application, you will pay
Elavon at the then current rates for account maintenance e.g., dda/dba than es , rocessin retraining, equipment and research but not limited to, research required to
( changes), specialprocessing, g. swapsincluding, q
respond to any third party or government subpoena, levy or garnishment on your account.
Merchant understands that we may take any of the following actions if necessary to protect ourselves from financial loss: establish, or require Merchant to establish, a reserve account; impose
a processing limit or cap on the dollar amount of sales transactions that we will process for Merchant, which may be changed from time to time with or without notice to Merchant; and/or
suspend the processing of transaction receipts for as long as necessary to investigate suspicious, unusual or excessive activity
Merchant must obtain an Authorization Code via electronic terminal or similar device before completing any transaction. Merchant understands that an AUTHORIZATION CODE IS NOT A
GUARANTEE OF ACCEPTANCE OR PAYMENT OF A TRANSACTION. RECEIPT OF AN AUTHORIZATION CODE DOES NOT MEAN THAT MERCHANT WILL NOT RECEIVE A
CHARGEBACK FOR THAT TRANSACTION.
Merchant and its representative(s) authorize us prior to our acceptance of this Merchant Application and from time to time thereafter, to investigate the business history and background of
Merchant and to obtain credit reports or other background investigation reports on Merchant that we consider necessary to review the acceptance and continuation of this Merchant Application.
Merchant also authorizes any person or credit reporting agency to compile information to answer those credit inquiries and to furnish that information to us.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the govemment fight the funding of terrorism and money laundering activities, Federal law
.. .. -a- a w,,, ask for certain information and ,..a., .. _c_.
requires aii rinanaai institutions to obtain, verify, and record information mei ioeninros ea�i, per SCA i who �Neis a. � account. This means flfi�ny do...:^��� ^c
to allow us to identify you.
Merchant further acknowledges and agrees that any information provided in connection with this Merchant Application and all other relevant information may be supplied by us to our affiliates.
This Merchant Application may be signed in one or more counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same Merchantzld;• Application. Delivery of executed counterparts of this Merchant Application maybe accomplished bya facsimile transmission, and a signed facsimile or copyof this Merchant Application shall
PP ry P PP P 9 PP
constitute a signed original.
fir; _�=
'
°-=;�•*t
Merchant DBA Name:
Signature: X
Printed Name:
Title: '
Date.
" " .
XV
Signature: X
Printed Name:
Title:
Date.
To the best of my knowledge, I certify that the information provided in this Merchant Application was provided by the Merchant and is true, complete and accurate. I further certify that the
signatures were provided by the Merchant's authorized representative.
Sales Rep Signature: X
Accepted by Elavon, Inc.:
Accepted by Member
Printed Name:
Rep ID #'
Date.
Date:
Date:
4
USBGOV 052008
ELAVON, INC..
TERMS OF SERVICE AGREEMENT
Elavon, Inc.
TERMS OF SERVICE AGREEMENT
Table of Contents:
Page
CPrtinn A — i)Pfinitinnc 1
Section B — General Provisions - 4
Section C — Acceptance of VISA, MasterCard 17
Section D — Acceptance of American Express, Discover, Diners or JCB 25
Schedule A — Pricing
Schedule B — Affiliated Entities
Addendum -'Dynamic Currency Conversion
Addendum - PIN -Based, Online Debit Card
Elavon
Government Terms of Service - Direct Debit Final (USB v 04 03 08)(3-20-09).doc
TERMS OF SERVICE
These Terms of Service are entered into as of the Effective Date by and among City of Yakima,
Washington, Elavon, Inc. and U.S. Bank National Association. The TOS and the other portions of the
Agreement govern the Merchant's participation in the Program.
Section A — Definitions
1) DEFINITIONS.
a) ACH: Automated Clearing House.
b) Agreement: The TOS, any Addendum, the Merchant Application, the Merchant Operating
Guide, and any other guides or manuals provided to Merchant from time to time, and all
additions to, amendments and modifications of, and all replacements to any of them, as
applicably and as agreed to by the parties.
c) American Express: The American Express Company.
d) Authorization: Merchant's request for approval of a Transaction by an Issuer. Authorization
is initiated by accessing the authorization center by telephone or electronic terminal.
e) Authorization Code: The code sent by an Issuer in response to an Authorization request.
f) Automated Clearing House (ACH): The funds transfer system governed by the rules of
NACHA. ACH allows financial institutions to clear interbank entries electronically.
g) Bankruptcy Proceeding: With respect to a Person means (i) that the Person or any
subsidiary of such Person shall: (a) commence a voluntary case under the Bankruptcy Code
of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect); (b) file
a petition seeking to take advantage of any other applicable laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment
of debts or any other similar conservatorship or receivership proceeding instituted or
administered by any regulatory agency or body; (c) consent to or fail to contest, in a timely
and appropriate manner, any petition filed against it in an involuntary case under such
bankruptcy laws or other applicable laws or consent to an Involuntary Bankruptcy
Proceeding; (d) 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 trustee, receiver, custodian, liquidator, or
similar entity of such Person or of all or any substantial part of its assets, domestic or foreign;
(e) admit in writing its inability to pay its debts as they become due; (f) make a general
assignment for the benefit of creditors; (g) make a conveyance fraudulent as to creditors
under any applicable law; or (h) take any action for the purpose of effecting any of the
foregoing; or (ii) that a case or other proceeding shall be commenced against the Person or
any subsidiary of such Person in any court of competent jurisdiction, or through any
regulatory agency or body, seeking: (a) relief under the Bankruptcy Code of 1978, as
amended, or other federal bankruptcy laws (as now or hereafter in effect) or under any other
applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization,
winding up or composition, or adjustment of debts; or (b) the appointment of a trustee,
receiver, custodian, liquidator or the like of such Person or of all or any substantial part of the
assets, domestic or foreign, of such Person or any other similar conservatorship or
receivership proceeding instituted or administered by any regulatory agency or body.
h) Card Not Present: The processing environment where the Payment Device is not physically
presented to the Merchant by the Cardholder as the form of payment at the time of sale. Card
Not Present includes, but is not limited to, Mail Order, Telephone Order, and Electronic
Commerce Transactions.
i) Card Present: The processing environment where the Payment Device is physically
presented to the Merchant by the Cardholder as the form of payment at the time of the
Transaction.
1 of 29
o�
Elavon Government Terms of Service - Direct Debit Final (USB v 04 03 08)(3-20-09).doc
j) Cardholder: (i) the individual in whose name a Payment Device has been issued; and (ii) any
individual who possesses and uses a Payment Device and who purports to be the person in
whose name the Payment Device was issued or whose signature appears on the Payment
Device as an authorized user.
k) Chargeback. A sales Transaction disputed by a Cardholder or Issuer pursuant to the Payment
Network Regulations.
1) Confidential Information: All information or items proprietary to the parties to this
Agreement„ to which a party or parties obtains knowledge or access as a result of this
Agreement, including, but not limited to, the following types of information and other
information of a similar nature (whether or not reduced to writing): scientific, technical, or
business information, product makeup lists, ideas, concepts, designs, drawings, techniques,
plans, calculations, system designs, formulae, algorithms, programs, software (source and
object code), hardware, manuals, test procedures and results, identity and description of
computerized records, identity and description of suppliers, customer Lists, processes,
procedures, trade secrets, "know-how," marketing techniques and material, marketing and
development plans, price lists, pricing policies, and all other financial information, subject to
the requirements of the Washington State Public Records Act, RCW 42.56.
m) Convenience Fee. Any fee or charge for the use of a Payment Device in a Transaction.
n) Credit Card: A: (i) Visa card or other card bearing the symbol(s) of Visa U.S.A., Inc. or
Visa International, Inc. (including Visa Gold cards); (ii) a MasterCard card or other card
bearing the symbol(s) of MasterCard International Incorporated (including MasterCard Gold
cards); or (iii) any card bearing the symbol of any other Credit Card Association.
o) Credit Card Associations: (i) Visa U.S.A., Inc.; (ii) MasterCard International Incorporated;
(iii) American Express; (iv) Discover; (v) Diners; (vi) JCB; and (vii) any other organization
or association that hereafter contracts with Elavon and/or Member to authorize, capture,
and/or settle Transactions effected with Credit Cards issued or sponsored by such
organization or association, and any successor organization or association to any of the
foregoing.
p) Credit Card Rules: All applicable rules and operating regulations of the Credit Card
Associations, and all rules, operating regulations, and guidelines for Credit Card Transactions
issued by Elavon from time to time, including, without limitation, all amendments, changes
and revisions made thereto from time to time.
q) Credit Transaction Receipt: A document, in paper or electronic form, evidencing a
Merchant's refund or price adjustment to be credited to a Cardholder account.
r) Debit Card: A card with a magnetic stripe bearing the symbol(s) of one or more EFT
Networks which enables the holder to make a payment by authorizing an electronic debit to
the Cardholder's designated deposit account, including PIN -based, online debit Transactions.
s) Debit Card Rules: All applicable rules and operating regulations of the EFT Networks, and
all rules, operating regulations, and guidelines for Debit Card Transactions issued by Elavon
from time to time, including, without limitation, all amendments, changes, and revisions
made thereto from time to time.
t) Demand Deposit Account (DDA): The commercial checking account at a financial
institution acceptable to Elavon and Member designated by Merchant to facilitate payment
for Transactions, Chargebacks, returns, adjustments, fees, fines, penalties, and other
payments due under this Agreement.
u) Diners: Diners Club International Ltd.
v) Discover: DFS Services, LLC.
w) EBT Card: A card utilized for electronic benefits transfers.
x) Effective Date: The date set forth in the signature block of Elavon herein.
y) EFT Networks: (i) Interlink Network Inc., Maestro U.S.A., Inc., Visa, and MasterCard; and
(ii) any other organization or association that hereafter authorizes Elavon and/or Member to
2 of 29
Elavon
Government Terris of Service - Direct Debit Final (USB v 04 03 08)(3-20-09).cloc
authorize, capture, and/or settle Transactions effected with Debit Cards, and any successor
organization or association to any of the foregoing
z) Electronic Check Service Association: Visa, NACHA, and any other organization or
association hereafter designated as an Electronic Check Service Association by Elavon from
time to time.
aa) Electronic Check Service Rules: All applicable rules and operating regulations of the
Electronic Check Service Associations, and all rules, operating regulations, and guidelines for
Electronic Check Service Transactions issued by Elavon from time to time, including without
liinitation, all amendments, changes, and revisions made thereto from time to time.
bb) Electronic Commerce Transaction: A Transaction that occurs when the Cardholder uses the
Internet to make a payment to a Merchant or a Merchant uses the Internet to submit the
Transaction for processing to Elavon.
cc)
Electronic rift Carrie (EGC)• A special card purchased by a customer that is redeemable
for in-store merchandise or services.
dd) Interchange: The clearing and settlement system for Visa and MasterCard Credit Cards and
Debit Cards where data is exchanged between Elavon and the Issuer.
ee) Issuer: The financial institution or other entity that issued the Credit Card or Debit Card to
the Cardholder.
ff) JCB: JCB International Co., Ltd.
gg) Laws: All applicable state, federal and local laws, rules, regulations, orders and decrees, as
amended from time to time.
hh) Loyalty Cards: A special card given to customers who are frequent shoppers of an
establishment pursuant to which the customer may receive a discount or other reward.
ii) Mail Order/Telephone Order (MO/TO) Transaction: For MO, a Transaction that occurs
when the Cardholder uses the mail to make a payment to a Merchant and for TO, a
Transaction that occurs when the Cardholder uses a telephone to make a payment to a
Merchant.
JD MasterCard: MasterCard International Incorporated.
kk) Member: U.S. Bank National Association. The Member may be changed by Elavon at any
time, upon prior notice to you.
11) Merchant (or you): City of Yakima, Washington and the affiliated entities listed on
Schedule B attached hereto, jointly and severally. Entities may be added to Schedule B by
substituting a new Schedule B that is in writing and signed by all parties, and Merchant may
add additional accounts or locations that are owned by Merchant without the need to execute
a new Schedule B.
mm) Merchant Application: Any document containing information regarding Merchant's
business that is submitted to Elavon and Member in connection with Merchant's application
for processing services.
nn) Merchant Operating Guide: The operating manual provided by Elavon to its Merchants.
The Merchant Operating Guide may be amended from time to time by Elavon in its sole
discretion.
oo) National Automated Clearing House Association (NACHA): The national association that
establishes standards, rules, and procedures to enable depository financial institutions that are
members of regional ACH associations to exchange electronic payments.
pp) Elavon: As applicable, Elavon, Inc., a Georgia corporation, and any affiliate or subsidiary of
Elavon, Inc. that provides processing services to a Merchant related to Transactions. Elavon
is a registered member service provider of each Member.
qq) Payment Device: Any device used for the purpose of obtaining credit or debiting a
designated account including a Credit Card, Debit Card, and any other financial transaction
device, including an Electronic Gift Card, check, (whether converted into electronic form or
used as a source document for an electronic fund transfer), EBT Card, stored value card,
3 of 29
Elavon Government Terms of Service - Direct Debit Final (USB v 04 03 08)(3-20-09).doc
"smart" card, or other device created to be used for the purpose of obtaining credit or debiting
a designated account, that is now or hereafter effected through Transactions with Merchants
rr) Payment Network: Any Credit Card Association, EFT Network, Electronic Check Service
Association, governmental agency or authority, and any other entity or association that issues
or sponsors a Payment Device.
ss) Payment Network Regulations: Individually and collectively, as the context may dictate,
the Credit Card Rules, the Debit Card Rules, and/or the Electronic Check Service Rules.
tt) Person: Any individual, firm, corporation, business trust, partnership, governmental agency
or authority, or other entity and shall include any successor (by merger or otherwise) of such
entity.
uu) POS Device: A terminal, software or other point-of-sale device at a Merchant location that
conforms with the requirements established from time to time by Elavon and the applicable
Payment Network.
vv) Prepaid Cards: A reloadable card having available funds to the Cardholder paid for in
advance.
ww) Program: The Payment Device processing services and other related products and services
received by Merchant pursuant to the Agreement.
xx) Reserve Account: The account established pursuant to Section (B)(6).
yy) Reserve Amount: The amount established pursuant to the calculation set forth in Section
(B)(6).
zz) Reserve Event: The events designated in Section (B)(6).
aaa) Retrieval Request: A request initiated by a Cardholder or Issuer that requires the Merchant
to produce a legible copy of the Cardholder's signed Transaction Receipt within a specified
period of time.
bbb) TOS: These Terms of Service and all additions to, amendments, and modifications of, and all
replacements to the TOS, as applicable.
ccc) Transaction: Any action by a Cardholder using a Payment Device and a Merchant that
results in activity on the Cardholder's account (e.g., payment, purchase, refund, or return).
ddd) Transaction Receipt: The paper or electronic record evidencing the purchase of goods or
services from, or payment to, a -Merchant by a Cardholder using a Payment Device.
eee) Value Added Services: Any product or service provided by a third party unaffiliated with
Elavon or Member to assist Merchant in processing Transactions, including without
limitation, Internet payment gateways, integrated POS Devices, inventory management and
accounting tools, loyalty programs, fraud prevention programs, and any other product or
service that participates, directly or indirectly, in the flow of Transaction data.
fff) Visa: Visa U.S.A., Inc.
2) RULES OF CONSTRUCTION. Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to such terms in the TOS. Singular terms shall include the plural, and vice
versa, unless the context otherwise requires. The words "hereof," "herein," and "hereunder," and
words of similar import when used in the TOS shall refer to the TOS and not to any particular
provision of the TOS. The word "day" shall mean "calendar day", unless specifically stated
otherwise. In the event of a conflict between the terms of Section B - General Provisions, and any
subsequent section of the TOS, the terms of the subsequent section shall prevail.
Section B - General Provisions
3) ACCEPTANCE OF PAYMENT DEVICES. Merchant shall determine in accordance with the
Payment Network Regulations and the Agreement which types of Payment Devices it will agree to
accept as payment for goods and services. The terms and conditions for the acceptance of Credit
Cards are set forth in the TOS. The terms and conditions for the acceptance of any Payment Devices
4 of 29
Elavon
Government Terms of Service - Direct Debit Final (USB v 04 03 08)(3-20-09).doc
or methods other than Credit Cards shall be set forth in one or more addenda (each an "Addendum"),
which shall incorporate the TOS by reference. Each Addendum shall be governed by the TOS, as well
as by the terms set forth in the Addendum.
4) DEPOSIT OF TRANSACTION RECEIPTS
a) Funds.
i) Deposits You agree that the Agreement is a contract of financial accommodation within the
meaning of the Bankruptcy Code, 11 U.S.C. Section 365, as amended from time to time.
Subject to this Section, Elavon, and Member will deposit to the DDA all funds evidenced by
Transaction Receipts complying with the terms of the Agreement and the Payment Network
Regulations and will provide you provisional credit for such funds (less recoupmentof any
Chargebacks, returns, adjustments, fees, fines, penalties, and other payments due under the
Agreement). You acknowledge that your obligation to Elavon and Member for all amounts
owed under the agreement arises out of the same transaction as Elavon's and Member's
obligation to deposit funds to the DDA.
ii) Provisional Credit. All Transaction Receipts and deposits are subject to audit and final
checking by Member and Elavon, and may be adjusted for inaccuracies or errors. You
acknowledge that all credits for funds provided to you are provisional and subject to
Chargebacks and adjustments in accordance with the Payment Network Regulations, whether
or not a Transaction is charged back by the Issuer. Member or Elavon may elect to grant
conditional credit for individual or groups of Transaction Receipts. Final credit for
Transaction Receipts will be granted within Member's and Elavon's sole discretion.
iii) Original Transaction Receipts. Under no circumstances will Member or Elavon be
responsible for processing returns, refunds, or adjustments related to Transactions not
originally processed by Member and Elavon.
b) Chargebacks. You are fully liable to Elavon and Member for all Transactions returned to Elavon
or Member for whatever reason including all Chargebacks. You will pay Elavon and Member for
all Chargebacks. You agree to accept for Chargeback, and will be liable to Member and Elavon in
the amount of any Transaction for which the Cardholder or Issuer disputes the validity of the
Transaction for any reason. You authorize Elavon and Member to offset from funds due the
Merchant for Transaction activity and to debit the DDA and the Reserve Account for the amount
of all Chargebacks. You will fully cooperate with Elavon and Member in complying with the
Payment Network Regulations regarding Chargebacks.
5) DEMAND DEPOSIT ACCOUNT (DDA).
a) Establishment and Authority. You will establish and maintain with Member (or with an ACH
receiving depository institution acceptable to Member) one or more DDAs to facilitate payment
for Transactions. You will maintain sufficient funds in the DDA to accommodate all Transactions
contemplated by the Agreement and all Chargebacks, returns, adjustments, fees, fines, penalties,
and other payments due under this Agreement. You irrevocably authorize Elavon and Member to
debit the DDA for Chargebacks in accordance with the Payment Network Regulations and for
returns, adjustments, fees, fines, penalties, and any other payments due under the Agreement.
You also authorize Elavon's or Member's vendors or agents to debit the DDA for any fees due to
such vendors or agents under the Agreement. You must obtain prior consent from Member and
Elavon to change the DDA. If you do not get that consent, Elavon or Member may immediately
and without notice terminate the Agreement and may take any other action either of them deems
necessary in their discretion. Elavon and Member have the right to rely upon written instructions
submitted by you to request changes to the DDA. You may request from Elavon written
confirmation of Elavon's and Member's consent to change the DDA.
b) DDA. If the DDA is maintained with Member, Member will deposit all funds evidenced by
Transaction Receipts. to the DDA, subject to Section (B)(4) of the TOS Elavon and Member have
the right to delay, within their reasonable discretion, crediting the DDA with funds evidenced by
submitted Transaction Receipts. You authorize Member or Elavon to initiate reversal or
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adjustment entries and initiate or suspend such entries as may be necessary to grant you
provisional credit for any entry. Member will make deposits to the DDA pursuant to the
Agreement and the ACH Authorization (defined below). To the extent required, you authorize
and appoint Member to act as your agent to collect Transaction amounts from the Issuer.
Member, in its sole discretion or at Elavon's direction, may grant you provisional credit for
Transaction amounts in the process of collection, subject to receipt of final payment by Member
and Elavon and subject to all Chargebacks, returns, adjustments, fees, fines, penalties, pass-
through expenses, and any other payments due under the Agreement. You shall maintain
sufficient funds on deposit in your DDA to pay all items as they come due in the ordinary course
of business.
c) Asserted Errors. It is the responsibility of Merchant to reconcile the statements regarding
Transaction activity received from Elavon, any Payment Network, and any third party vendors
with the statements Merchant receives for Merchant's DDA. You must promptly examine all
statements relating to the DDA and immediately notify Elavon and Member in writing of any
errors in the statement Merchant received from Elavon. Your written notice must include: (i)
Merchant name and account number; (ii) the dollar amount of the asserted error; (iii) a
description of the asserted error; and (iv) an explanation of why you believe an error exists and
the cause of it, if known. That written notice must be received by Elavon within thirty (30) days
after you receive the statement containing the asserted error. If you fail to provide such notice to
Elavon within said thirty (30) days, Elavon and Member shall not be liable to you for any errors
you assert at a later date. You may not make any claim against Member or Elavon for any loss or
expense relating to any asserted error for sixty (60) days immediately following Elavon's receipt
of your written notice. During that sixty (60) day period, Elavon will be entitled to investigate the
asserted error, and you shall not incur any cost or expense in connection with the asserted error
without notifying Elavon.
d) Depository Institution. Merchant authorizes its depository institution to grant Elavon and/or
Member access to any and all information or records regarding the DDA. You hereby release
Elavon and Member for any action they take against the DDA or Reserve Account pursuant to the
Agreement. You also release the depository institution at which you maintain your DDA for
acting m accordance with any instruction from Elavon and/or Member regarding the DDA.
e) ACH Authorization. You authorize Member, Elavon, and their respective vendors and agents to
initiate debit/credit entries to the DDA and the Reserve Account, all in accordance with the
Agreement. This authorization will remain in effect after termination of the Agreement and until
all of your obligations to Elavon and Member have been paid in full. In the event you change the
DDA, this authorization will apply to the new account and you shall provide Elavon and Member
such information regarding the new DDA as they deem necessary. It may take Elavon up to ten
(10) business days after Elavon's receipt of a written notice from you to reflect in its system any
change to your DDA.
6) RESERVE ACCOUNT, RECOUPMENT, AND SET-OFF.
a) Reserve Account.
i) Establishment. Elavon may establish a Reserve Account in the Reserve Amount upon the
occurrence of a Reserve Event for the purpose of providing a source of funds to pay Member
and Elavon for any and all amounts owed by you. Member and Elavon shall have sole control
of the Reserve Account.
ii) Reserve Amount. The Reserve Amount is equal to the aggregate dollar value of: [(average %
credits to processing volume during the same period + average % Chargebacks to processing
volume during the same period) multiplied by four] multiplied by [average monthly
processing volume] plus [one month's average fees] plus [# days delayed delivery multiplied'
by the average day's processing volume]. For purposes of this calculation, the number of
days delayed delivery means the number of days between the date on which the Cardholder's
Payment Device is charged and the date the Cardholder receives and is satisfied with the
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product. Further, for purposes of this calculation, Elavon will determine, in its sole discretion,
the applicable period considering factors such as Merchant's sales growth and seasonality.
iii) Reserve Event. The following will constitute Reserve Events: (a) fraudulent activity in any
monthly period that equal or exceeds one percent (1 %) of Merchant's average monthly
volume over the preceding twelve (12) month period, (b) Chargebacks in any monthly period
that equal or exceed 1% of the total dollar value of incoming items to Elavon, (c) Elavon's
reasonable belief that Merchant has accepted deposits but has not delivered the goods or
services, (d) the commencement of a Bankruptcy Proceeding by or against you, (e)
termination of the Agreement for any reason, (f) nonpayment of undisputed amounts owed to
Elavon or Member, and (g) the occurrence of an adverse change in your financial condition,
such that said change would impede your ability to operate pursuant to the terms of this
Agreement.
iv) Funding Member and Elavon may fund the Reserve Account up to the Reserve Amount by
any one or more of the following means.
(1) Member and Elavon may require you to deposit into the Reserve Account funds in an
amount determined by Elavon;
(2) Member and Elavon may debit the DDA in any amount;
(3) Member and Elavon may deposit into the Reserve Account funds they would otherwise
be obligated to pay you under the terms of this Agreement.
v) Use of Funds in Reserve Account. Member or Elavon may, without notice to you, apply
funds in the Reserve Account against any outstanding amounts you owe or future amounts
you will owe under the Agreement between you and Member or Elavon. Also, Member or
Elavon may debit the Reserve Account to exercise their rights under the Agreement
including, without limitation, their rights of set-off and recoupment to collect any amounts
due to Member or Elavon under the terms of this Agreement. Further, you agree that Elavon
or Member may be required to send funds in a Reserve Account to a third party in response to
a tax levy or other court order.
vi) Termination of Reserve Account. Funds held in the Reserve Account shall remain in the
Reserve Account until each of the following has occurred: (1) the Agreement has been
terminated; and (2) Merchant has paid in full all amounts owing or that could ever be owed
under the Agreement, including all Chargebacks, returns, adjustment, fees, fines, penalties,
and any other payments due under the Agreement. In no event shall you be entitled to a return
of any funds remaining in the Reserve Account before 270 days following the effective date
of termination of the Agreement.
b) Recoupment and Set-off. Member and Elavon have the right of recoupment and set-off. This
means that they may offset any outstanding or uncollected amounts owed to them from: (i) any
amounts they would otherwise be obhgated to deposit into _the DDA; and (ii) any other amounts
they may owe you under the Agreement. You acknowledge that in the event of a Bankruptcy
Proceeding, in order for you to provide adequate protection under Bankruptcy Code Section 362
to Elavon and Member, you must create or maintain the Reserve Account as required by Elavon
and/or Member and either of them shall have the right to offset against the Reserve Account for
any and all obligations you may owe to Elavon and Member, under the terms of this Agreement,
without regard to whether the obligations relate to Transaction Receipts initiated or created before
or after the filing of the bankruptcy petition.
c) Remedies Cumulative. The rights conferred upon Member and Elavon in this section are not
intended to be exclusive of each other or of any other rights and remedies of Member and Elavon
under the Agreement, at law or in equity. Rather, each and every right of Member and Elavon
under the Agreement, at law or in equity is cumulative' and concurrent and in addition to every
other right.
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7) FEES; OTHER AMOUNTS OWED; TAXES.
a) Fees. You will pay Member and Elavon fees for services, supplies, and equipment in accordance
with Schedule A, Schedule of Fees. Such fees will be calculated and debited from the DDA once
each month for the previous month's activity, or will be deducted from the funds due you under
the Agreement. In addition, you will pay Elavon at its standard rates for research including, but
not limited to, research required to respond to any third party or government subpoena, levy, or
garnishment on your account. The fees set forth in the Agreement will not be amended by Elavon
for the Initial Tenn of the Agreement except to pass through to you increases in interchange,
assessments, or fees imposed by a third party.
b) Other Amounts Owed. You will immediately pay Elavon or Member any amount incurred by
Elavon or Member attributable to the Agreement, including, without limitation, Chargebacks,
returns, adjustments, fees, fines, penalties (including all fines and penalties assessed by the
Payment. Networks as a result of your Transaction processing), and any other payments due under
the Agreement. Elavon or Member may debit these amounts from your DDA by ACH, and in the
event such ACH does not fully reimburse Elavon or Member for the amount owed, you will
immediately pay Elavon or Member such amount. Elavon will charge interest, as allowed by
Law, on all undisputed uncollected items that are more than thirty (30) days past due.
c) Taxes. You are also obligated to pay all taxes and other charges imposed by any governmental
authority on the goods and services provided under the Agreement. If you are a tax-exempt entity,
you will provide Elavon and Member with an appropriate certificate of tax exemption.
8) ACCURACY OF INFORMATION; HOLD HARMLESS; LIMITATION OF LIABILITY;
PERFORMANCE.
a) Accuracy of Information. You represent and warrant to Member and Elavon that all information
provided to Elavon in the Merchant Application or otherwise in the Agreement is correct and
complete, to the best of your information and belief. You must notify Elavon in writing of any
changes to such information, including, without limitation, any additional location or new
business at which you desire to accept payment services, type of goods and services provided,
and how sales are completed (i.e., by telephone, mail, electronic commerce, or m person at your
place of business). The notice must be received by Elavon at least ten (10) business days prior to
the change. You will provide any additional information requested by Elavon within a reasonable
time. You will hold harmless Member and Elavon for all losses and expenses incurred by
Member or Elavon arising out of any such change, whether or not reported to Elavon, or your
failure to provide requested information. Elavon may immediately terminate the Agreement upon
notification by you of a change to the information in the Merchant Application. You authorize
Elavon and Member to contact credit reporting agencies and your creditors to make inquiries and
obtain reports regarding your credit standing upon Elavon's or Member's receipt of the Merchant
Application.
b) Hold Harmless. Member and Elavon agree to protect, defend, indemnify, and hold harmless
Merchant, its officers, elected officials, agents, and employees from any and all claims, demands,
losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments,
awards, costs and expenses (including attorneys fees and disbursements) caused by or occurring
by reason of any negligent act and/or omission of Member and Elavon, its directors, officials,
officers, employees, agents, and/or volunteers arising out of or in connection with the activities of
Member and Elavon under and pursuant to this Agreement, including but not limited to any
personal injury, death, and/or property damage claim, demand, lawsuit or other proceeding
brought against Merchant.
Merchant agrees to protect, defend, indemnify, and hold harmless Member and Elavon, their
officers, elected officials, agents, and employees from any and all claims, demands, losses, liens,
liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and
expenses (including attorneys fees and disbursements) caused by or occurring by reason of any
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negligent act and/or omission of Merchant, its directors, officials, officers, employees, agents,
and/or volunteers arising out of or in connection with the Transactions, activities of Merchant
under and pursuant to this Agreement, including but not limited to any personal injury, death,
and/or property damage claim, demand, lawsuit or other proceeding brought against Member and
Elavon.
c) In the event that the officials, officers, agents, and/or employees of Elavon, Member, and
Merchant are negligent, each Party shall be liable for its contributory share of negligence for any
resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including
reasonable attorneys fees).
d) Limitation of Liability. Merchant acknowledges that Elavon and Member's fees for the services
provided to Merchant are very small in relation to the funds advanced to Merchant for
Transactions and consequently Elavon's and Member's willingness to provide these services is
based nn the liability limitations contained in the Agreement. Therefore, in addition to greater
limitations on Elavon's or Member's liability that may be provided elsewhere, any liability of
Elavon and Member under the Agreement, whether to you or any other party, whatever the basis
of the liability, will not exceed, in the aggregate, an amount equal to the fees paid by you during
the last three (3) months. In no event will Elavon, Member, or their agents, officers, directors, or
employees be liable for indirect, exemplary, punitive, special, or consequential damages.
e) Performance. Elavon and Member will perform all services in accordance with the Agreement.
Elavon snakes no other warranty, express or implied, regarding the services, and nothing
contained in the Agreement will constitute such a warranty. Elavon and Member disclaim all
implied warranties, including those of merchantability and fitness for a particular purpose to the
extent allowed under Washington law. Neither Elavon nor Member shall be liable for any failure
or delay in its performance of the Agreement if such failure or delay arises for reasons beyond the
control of Elavon or Member and without the fault or negligence of Elavon or Member.
f) Survival. The provisions of this Section shall survive the termination or expiration of this
Agreement.
9) REPRESENTATIONS AND WARRANTIES. You represent and warrant to Elavon and Member
as of the time the Agreement is effective, and reaffirm to Elavon and Member each time a
Transaction is effected during the initial term or any renewal term of the Agreement, the following:
a) Information. All information provided in the Merchant Application, in the bid process if
applicable, or any other document submitted to Elavon is true and complete and properly reflects
the business, financial condition and officers of Merchant to the best of your information and
belief. Elavon has the right to rely upon written instructions submitted by you to request changes
to your business information. You may request written confirmation of Elavon's consent to the
changes to your business information. You will not submit Transactions for processing to Elavon
or Member for any businesses, products, or methods of selling other than those set forth in the
Merchant Application at the time Merchant applies for services without the prior written consent
of Elavon.
b) Authority to Execute. Merchant and the persons signing the Agreement have the power to
execute and perform the Agreement. Merchant represents and warrants that the person executing
the Agreement is duly authorized to bind Merchant and each affiliated entity identified in
Schedule B to all provisions of the Agreement as if each affiliated entity had executed the
Agreement, and that such person is authorized to execute any document and to take any action on
behalf of Merchant which may be required by Elavon, now or in the future. Further, you represent
and warrant that signing and/or performing in accordance with the Agreement will not violate any
Law, or conflict with any other agreement to which you are subject.
c) No Litigation. There is no action, suit, or proceeding pending, or to your knowledge, threatened
which if decided adversely would impair your ability to carry on your business substantially as
now conducted or which would adversely affect your financial condition or operations. You have
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never been placed on the MasterCard MATCHTM system (formerly known as the Combined
Terminated Merchant File), or, if you have, you have disclosed that fact to Elavon in writing.
d) Transactions. All Transactions are bona fide. No Transaction involves the use of a Payment
Device for any purpose other than the purchase of goods or services from you or a return or
adjustment related to such purchase. No Transaction involves a Cardholder obtaining cash from
you unless allowed by the Payment Network Regulations and agreed to in writing with Elavon.
e) Compliance with Laws and Regulations. You will comply with all Laws and Payment Network
Regulations.
f) Business Use. You are obtaining and using the processing services from Elavon for business
purposes only and to facilitate lawful business Transactions between yourself and your
customers. You also acknowledge that the DDA into which debits and credits are made is being
used for lawful business purposes only.
10) AITDIT AND INFORMATION.
a) Audit. You authorize Elavon and Member to perform an audit of your business, at Elavon's or
Member's expense, to confirm compliance with the Agreement. You will obtain and submit a
copy of an audit of the financial, physical security, information security, and operational facets of
your business at your expense when requested by the Payment Networks or required by the
Payment Network Regulations. Further, you acknowledge and agree that the Payment Networks
have the right to audit your business to confirm compliance with the Payment Network
Regulations.
b) Information.
i) Authority. You authorize Elavon and Member to make, from time to time, any reasonable
business or other inquiries they consider necessary to review the Merchant Application or
continue to provide services under the Agreement. You also authorize any person or credit
reporting agency, pursuant to a valid request from Elavon, to compile information to answer
those credit inquiries and to furmsh that information to Elavon.
ii) Financial Information. Upon the request of either Elavon or Member, you will provide
Elavon and Member audited financial statements prepared by Washington State Auditor's
Office. You further agree to provide to Elavon and Member such other information regarding
your financial condition as Elavon and/or Member may request from time to time. Within 120
days after the end of the ninth calendar month, you will furnish Elavon, as requested, a
financial statement of profit and loss for the fiscal year and a balance sheet as of the end of
the fiscal year. -
c) Customer Identification. To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person who opens an account. Accordingly, you must provide
certain information and identifying documents to allow Elavon and Member to identify you.
11) RESPONSIBILITY FOR ACTIONS. You are responsible for the actions of or failure to act by
your officers, directors, employees, agents, business invitees, and those of any other Person who, with
or without your consent or cooperation, obtains access to information related to Transactions.
12) FRAUD MONITORING. You are solely responsible for monitoring your Transactions and the
actions of your officers, directors, employees, agents, business invitees, third party vendors including
Value Added Services, and those of any other Person who, with or without your consent or
cooperation, obtains access to your Transactions, for fraudulent or other suspicious activity. Elavon
and Member are under no duty to monitor Merchant's transactions for fraudulent or other suspicious
activity.
13) BUSINESS CONTINUITY. Merchant is solely responsible for developing and maintaining a
disaster recovery plan. Merchant should test the operation of such plan, or parts thereof, on a periodic
basis to ensure its effectiveness in providing disaster recovery capability to Merchant. Merchant will
maintain sufficient "backup" information and data (e.g., Transaction Receipts or detailed reporting)
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with respect to Transactions in order to reconstruct any information or data loss due to any system
malfunction. Elavon is under no duty to recreate lost Transactions.
14) THIRD PARTIES.
a) Products or Services. You may desire to employ Value Added Services to assist you. You shall
not utilize any Value Added Services, unless you have disclosed such use to Elavon previously in
writing, and unless such Value Added Services are fully compliant with all applicable Laws and
Payment Network Regulations. You must ensure that any Value Added Service used by you is
registered with the Payment Networks prior to the performance of any contracted services on
your behalf Further, you will be bound by the acts and omissions of the third party offering such
Value Added Services and you will be responsible for ensuring compliance by the third party
offering such Value Added Services with all applicable Laws and Payment Network Regulations.
You will hold Elavon and Member harmless from and against any loss, cost, or expense incurred
in connection with or by reason of your use of any Value Added Service. Neither Elavon nor
Member is responsible for the Value Added Services provided by an unaffiliated third party and
neither Elavon nor Member is responsible for any Transaction until Elavon receives data for the
Transaction in the format required by Elavon.
b) Use of POS Devices Provided by Others. In addition to the foregoing, if you use Value Added
Services for the purposes of data capture and/or authorization, you agree: (i) that the third party
providing such services will be your agent in the delivery of Transactions to Elavon and Member
via a data processing system or network compatible with Elavon's; and (ii) to assume full
responsibility and liability for any failure of that third party to comply with applicable Laws and
the Payment Network Regulations or the Agreement. Neither Member nor Elavon will be
responsible for any losses or additional fees incurred by you as a result of any error by a third
party agent or by a malfunction in a third party POS Device. Neither Elavon nor Member is
responsible for any Transaction until Elavon receives data for the Transaction in the format
required by Elavon.
15) TERM AND TERMINATION.
a) Term. Unless terminated as set forth below, the Agreement will remain in effect for a period of
three (3) years ("Initial Term") following the Effective Date. Thereafter, the Agreement will
renew for successive two (2) year terms ("Renewal Term") unless terminated as set forth below.
b) Termination.
i) Merchant.
(1) The Agreement may be terminated by you effective at the end of the Initial Term or any
Renewal Term by providing written notice of an intent not to renew to Elavon at least
ninety (90) days prior to the expiration of the then current term.
(2) The Agreement may be terminated by you in the event of a material breach of the terms
of the Agreement by Member or Elavon, provided you give Member and Elavon written
notice of any alleged breach and such breach remains uncured for a period of sixty (60)
days following receipt of written notice by the party you claim to be in breach of the
Agreement. There shall be no cure penod, however, for any breach directly attributable to
a material compromise of Merchant's customers' confidential information, in which case
Merchant may terminate the Agreement immediately upon notice to Elavon.
(3) The Agreement may be terminated by you in the event that sufficient legislative
appropriation is not available, provided that you give Elavon and Member sixty (60) days
notice prior to termination.
(4) The Agreement may be terminated by you upon written notice, in the event any
assignment pursuant to Section 18(c) is reasonably unsatisfactory to you, such that the
assignment or the assignor succeeding Elavon's obligations hereunder, presents a
material conflict with your then current business operations.
ii) Elavon or Member.
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(1) The Agreement may be terminated by Member or Elavon effective at the end of the
Initial Term or any Renewal Term by providing written notice of an intent not to renew to
you at least one hundred twenty (120) days prior to the expiration of the then current
term.
(2) The Agreement may be terminated by Elavon or Member immediately upon the
occurrence of one or more of the following.
(a) The occurrence of an adverse change in your financial condition such that said
change would impede your ability to operate pursuant to the terms of this Agreement.
(b) The garnishment or attachinent of your deposit accounts with Member, the DDA, the
Reserve Account, or any of your property in the possession of Elavon or Member.
(c) The assignment of your assets generally for the benefit of creditors.
(d) The commencement of a Bankruptcy Proceeding by or against you.
(e) Any representation and warranty by a party is or becomes false or misleading in any
material respect as of the date made, or becomes false or misleading at any time
during the term of this Agreement.
(f) Any Payment Network requires Member or Elavon to terminate this Agreement or
cease processing transactions for you.
(3) The Agreement may be terminated by Elavon or Member if, after providing thirty (30)
days written notice, any of the following conditions remain:
(a) The occurrence of Excessive Activity (defined in Section C(24)(c)).
(b) The acceptance of Card Not Present Transactions without proper disclosure to Elavon
and Member as set forth herein.
(c) The failure to pay Elavon or Member any undisputed amount you owe Elavon or
Member.
(d) The failure by you to perform a material obligation of this Agreement.
Elavon's and Member's rights of termination under the Agreement are cumulative. A specific
right of termination in this section shall not limit any other right of Elavon or Member to
terminate the Agreement expressed elsewhere.
c) Notice of Termination. Notice of termination by Merchant, Elavon, or Member may be given
orally or in writing, but if given orally, must be confirmed in writing as soon as practical.
Termination shall be effective on the date specified by the oral or written notice; provided,
however Merchant agrees that closing Merchant's account with Elavon may take up to thirty (30)
days following Elavon's receipt of written notice of termination. In those limited instances where
Merchant's account is reinstated by Elavon following termination by either Merchant or Elavon,
all of Merchant's obligations under the Agreement are likewise reinstated and will renew for
successive Renewal Terms effective on the date of reinstatement.
d) Action Upon Termination.
i) Accounts. All your obligations regarding Transactions processed prior to termination will
survive termination. Funds related to Transactions processed prior to termination may be
placed in a Reserve Account until you pay all amounts you owe Elavon or Member or
amounts for which you are liable under the Agreement. You must maintain enough funds in
the DDA following termination to cover all Chargebacks, returns, adjustments, fees, fines,
penalties, and other amounts due under the Agreement for a reasonable time, but in any
event, not less than 180 days from termination. If a Reserve Account is established by
Elavon, then any balance remaining after Chargeback rights have expired and all other
amounts owed by you have been paid will be disbursed to you.
ii) Equipment. If your equipment is leased, you are obligated to honor the terms and conditions
of your leasing contract. If your equipment is owned by Elavon, you must return all
equipment owned by Elavon within ten (10) business days and immediately pay Elavon any
amounts you owe for such equipment.
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iii) Return to Elavon. All promotional materials, advertising displays, emblems, Transaction
Receipts, Credit Transaction Receipts, and other forms supplied to you and not purchased by
you or consumed in use will remain the property of Elavon and must be returned to Elavon or
destroyed within ten (10) business days after termination of the Agreement. You will be fully
liable for any and all loss, cost, and expense suffered or incurred by Elavon arising out of any
failure to return or destroy such materials following termination.
16) COMPLIANCE WITH LAWS AND PAYMENT NETWORK REGULATIONS; MATCHTM'
a) Compliance with Laws and Payment Network Regulations. You agree to comply with the
Payment Network Regulations, including all requirements applicable to obtaining authorization
for ACH debits from a consumer account, and with any policies and procedures provided by
Member or Elavon. The Payment Network Regulations are incorporated into the Agreement by
reference as if they were fully set forth in the Agreement. You further agree to comply with all
Laws, including without limitation Taws related to: (i) Payment Devices; and (ii) electronic fund
transfers; and (iii) confidential treatment of information. You will assist Member and Elavon in
complying in a complete and timely manner with all Laws and Payment Network Regulations
now or hereafter applicable to any Transaction or the Agreement. You will execute and deliver to
Member and Elavon all documents they may from time to time reasonably deem necessary to
verify your compliance with this provision.
b) MATCHTM. You acknowledge that Member and/or Elavon is required to report Merchant's
business name and, if applicable, the name of Merchant's principals to the MATCHTM listing
maintained by MasterCard and accessed by Visa pursuant to the requirements of the Payment
Network Regulations. You specifically consent to the fulfillment of the obligations related to the
listing by Elavon and Member, the listing itself and you waive and hold harmless Elavon and
Member from all claims and liabilities you may have as a result of such reporting.
c) Security Program Compliance. You must comply with the requirements of the Payment Card
Industry (PCI) Data Security Standard including the Cardholder Information Security Program
(CISP) of Visa and the Site Data Protection Program (SDP) of MasterCard, as applicable, and any
modifications to, or replacements of such programs that may occur from time to time. You also
shall ensure that all third parties from whom you procure Value Added Services or third party
POS Devices comply with the requirements of those programs. Upon request, Elavon will
provide you with the respective website links to obtain the current requirements of the Visa and
MasterCard programs. You are responsible for your own actions or inactions, those of your
officers, directors, shareholders, employees and agents, including any third party vendors with
whom you contract to perform services for you. You shall hold Elavon and Member harmless
from any liability, loss, cost, or expense resulting from the violation of any of the program
requirements by any of the individuals or entities listed in the immediately preceding sentence.
Should you participate in a program with any other Payment Network or Issuer, or accept a
Payment Device of any other Payment Network that has a secunty program in place, you must
comply therewith and ensure that your officers, directors, shareholders, employees, and agents,
including any third party vendors from whom you procure Value Added Services or third party
POS Devices also comply with the program requirements of such Payment Network.
d) Data Compromise. You must notify us immediately (and if notice is given orally, it must be
confirmed in writing within two (2) business days), if you know or suspect that Cardholder
information has been accessed or used without authorization. You must take immediate steps to
preserve all business records, logs and electronic evidence and contact local law enforcement
authorities including the local FBI and U.S. Secret Service. You must work with us to rectify any
issues that may result, including providing us with (and obtaining any waivers necessary for) all
relevant information to verify your ability to prevent future data incidents in a manner consistent
with this Agreement. Without waiving any of our rights and remedies, you are liable for all
fraudulent transactions related to such data incident and all costs Elavon or Member incur as a
result of such incident, including claims from third parties and all costs related to the notification
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of Cardholders and cancellation and re -issuance of Cards, forensic investigation, and PCI review
for a report of compliance. You must provide to us, on request, audit reports of your computer
systems or data incidents or allow us to perform such audits, at your expense. Audits must
identify the cause of the data incident and confirm whether or not you were in compliance with
the Payment Networks' PCI Data Security Standard at the time of the incident.
17) USE OF TRADEMARKS; CONFIDENTIALITY; PASSWORDS.
a) Use of Trademarks. You will prominently display the promotional materials provided by Elavon
in your place of business. Your use of Visa and MasterCard marks, as well as marks of other
Payment Networks, will fully comply with the Payment Network Regulations. Your right to use
all such marks will terminate upon termination of the Agreement. Your use of promotional
materials, provided by Visa, MasterCard, and/or other Payment Networks will not indicate,
directly or indirectly, that Visa, MasterCard, or such other Payment Networks endorse any goods
or services other than their own and you may not refer to Visa, MasterCard, or any other Payment
Networks in stating eligibility for your products or services.
b) Confidentiality.
i) Cardholder and Transaction Information. Subject to the requirements of the Washington
State Public Records Act, RCW 42.56, you shall, at all times protect the confidentiality of
Cardholder and Transaction information in accordance with all applicable Laws and Payment
Network Regulations. You will not disclose Cardholder or Transaction information to any
third party, except to an agent of yours assisting in completing a Transaction, or as required
by Laws or the Payment Network Regulations. You must maintain all systems and media
containing Cardholder and Transaction information in a secure manner to prevent access by
or disclosure to anyone other than your authorized personnel. You must maintain Cardholder
and Transaction information for such time periods as may be required by Laws and the
Payment Network Regulations and thereafter destroy, in a manner that will render the data
unreadable, all such media that you no longer deem necessary or appropriate 'to maintain.
Further, you must take all steps reasonably necessary to ensure that Cardholder and
Transaction information is not disclosed or otherwise misused. You may not retain or store
magnetic stripe or CVV2/CVC2 data after authorization for record keeping or additional
authorization processing. In accordance with Section B(16)(d), Merchant shall immediately
notify Elavon of any Cardholder or Transaction information compromise of which it becomes
aware whether such compromise occurred at: (i) the Merchant; (ii) a third party from whom
Merchant procures Value Added Services; (iii) Elavon or Member; or (iv) elsewhere.
ii) Bankruptcy. In the event of failure or other suspension of your business operations,
including bankruptcy or insolvency, you must not sell, transfer, or disclose any materials that
contain Cardholder or Transaction information to third parties You must:
(1) Return this information to Elavon, or
(2). Provide acceptable proof of destruction of this information to Elavon.
iii) Confidential Information. The parties shall at all times protect the other parties'
Confidential Information. No party will disclose any Confidential Information to any third
party except as required by Laws.
c) Passwords. If you receive a password from Elavon to access any of Elavon's databases or
services you will: (i) keep the password confidential; (ii) not allow any other entity or
unauthorized person to use the password or gain access to Elavon's databases or services; (iii) be
liable for all action taken by any user of the password, and (iv) promptly notify Elavon if you
believe Elavon's databases or services or your information has been compromised by use of the
password. If you receive passwords from a third party, you must protect such passwords in the
manner required by such third party and hold Elavon and Member harmless from any losses,
costs, or expenses that arise from your use or misuse of such third party passwords.
d) Proprietary Interest. Merchant has no interest whatsoever, including, without limitation,
copyright interests, franchise interests, license interests, patent rights, property rights, or other
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interest in any services, software, or hardware provided by Elavon. Nothing in the TOS shall be
construed as granting Merchant any patent rights or patent license in any patent which Elavon
may obtain in respect to Elavon's services, software, or equipment. Merchant will make no
attempt to duplicate or otherwise ascertain the components, circuit diagrams, logic diagrams, flow
charts, source and object code, schematics or operation of, or otherwise attempt to reverse
engineer any of Elavon's services, equipment, or software.
18) MISCELLANEOUS PROVISIONS.
a) Entire Agreement. The Agreement, Payment Network Regulations, and any amendment or
supplement to either, constitutes the entire agreement between the parties, and all prior or other
representations, wntten or oral, are merged in and superseded by the Agreement. In the event of a
conflict between the documents comprising the Agreement, the following order of priority will
apply: (i) any Addendum; (ii) the TOS; (iii) the Payment Network Regulations; (iv) the Merchant
Apptieatinn• (v) the Merchant Operating Guide; and (vi) any other guides or manuals provided to
Merchant from time to time.
b) Construction. Any alteration or strikeover in the text of this prepnnted TOS will have no binding
effect and will not be deemed to amend the Agreement. The headings used in the TOS are
inserted for convenience only and will not affect the interpretation of any provision. The language
used will be deemed to be the language chosen by the parties to express their mutual intent, and
no rule of strict construction will be apphed against any party.
c) Assignability. The Agreement may be assigned by Member or Elavon, but may not be assigned
by Merchant, directly or by operation of law, without the prior written consent of Elavon. If you,
nevertheless, assign the Agreement without Elavon's consent, the Agreement will be binding on
the assignee as well as you.
d) Notices. Any written notice to the Merchant under the Agreement will be deemed received upon
the earlier of: (i) actual receipt; or (ii) five (5) business days after being deposited in the United
States mail, or with a nationally recognized overnight carrier, and addressed to the last address
shown on the records of Elavon. Any written notice to Elavon, shall be sent by U.S. mail or a
nationally recognized overnight carrier, signature required, to: 7300 Chapman Highway,
Knoxville, TN 37920, and shall be deemed received only upon actual receipt.
e) Bankruptcy. You will immediately notify Elavon of any Bankruptcy Proceeding, receivership,
insolvency, or similar action or proceeding initiated by or against Merchant. You will include
Elavon on the list and matrix of creditors as filed with the Bankruptcy Court, whether or not a
claim may exist at the time of filing. Failure to do so will be cause for immediate termination of
the Agreement and shall allow the pursuit of any other action available to Elavon under
applicable Payment Network Regulations or Laws. You acknowledge that the Agreement
constitutes an executory contract to make a loan, or extend other debt financing or financial
accommodations to, or for the benefit of you, and, as such, cannot be assumed or assigned in the
event of your bankruptcy.
f) Attorneys' Fees. The parties agree that the presiding court may award attorneys' fees and costs
in an action to enforce the Agreement, or as against the non -prevailing party or parties arising
from a breach of the Agreement, as provided by Washington law. .
g) Jurisdiction and Venue; Governing Law. All matters arising out of or related to the Agreement
(other than collection actions by Elavon or Member relating to amounts owed by Merchant under
the Agreement) will be governed by and construed in accordance with the Laws of the State of
Washington, and venue for any actions shall be in the appropriate Court in Yakima County, WA.
h) Dispute Resolution. (i) Negotiation. In the event a dispute anses over the interpretation or
application of any provision of this Agreement or the grounds for termination, the parties shall
meet within ten (10) working days of a request by one or both parties to resolve the dispute by
negotiation. The parties shall act through the appropriate officers with full decision-making
authority to promptly resolve the matter in good faith with a cooperative, problem -solving
approach. If within ten (10) working days after the first meeting, the parties have not resolved the
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dispute, either party may request they extend the time for negotiation for fifteen (15) additional
working days with the objective of achieving final resolution.
(ii) Mediation. In the event a dispute exists relating to the interpretation or performance of this
Agreement or the grounds for its termination and after compliance with the negotiation required
in Subsection (i), the parties shall enter into mediation in accordance with Subsection (ii). The
party requesting mediation of the dispute must notify the other party in writing of the requesting
party's intent to seek mediation by a third -party who is an expert ("Expert") in the subject and
technology under dispute. Each party must, within fifteen (15) working days after such
notification, submit its position regarding the dispute in writing to the other party. If within
fourteen (14) days after each party has submitted its position to the other the dispute is not
resolved, the parties shall mutually select an independent Expert in a joint letter of appointment to
the Expert. The Expert shall render a written decision containing an analysis and explanation of
the decision within fifteen (15) working days or, where necessary, twenty (20) working days of
his/her receipt of the joint letter of appointment from the parties. A party may not unreasonably
withhold consent to the selection of an Expert. Any person who is a current or former employee,
agent, representative, shareholder or subsidiary of either party, or relative of one, or a current or
former consultant for either party or relative of one, is not eligible to serve as the Expert. The
parties shall share equally the costs of the Expert and the mediation.
(iii) Post -Mediation Alternative. If the parties are not able to resolve the dispute through
mediation in Subsection (ii), they may agree to use another form of alternative dispute resolution
including arbitration.
(iv) Confidentiality. All discussions and documents prepared pursuant to the attempt to resolve a
dispute under Section (f) are confidential and for settlement purposes only and shall not be
admitted in any court or forum as an admission or otherwise against a party for any purpose
including the applicability of Federal and State court rules.
(v) Statute of Limitations. The parties agree to toll any applicable statutes of limitations during
the pendency of any of the above dispute resolution proceedings.
(vi) Judicial Remedies. Nothing in this Subsection (f) will prevent any party from seeking
equitable remedies in a judicial proceeding if interim relief from a court is necessary to preserve
the status quo pending resolution or to prevent senous and irreparable injury to that party or
others.
i) Customer Contact. You authorize Member and Elavon to contact your customers or their Issuer
if Member or Elavon determines that such contact is necessary to obtain information about any
Transaction between you and a customer.
j) Telephone Recording. You authorize Elavon to monitor and record telephone conversations to
the extent allowed by Washington State law.
k) Information Sharing. You understand and agree that Elavon may disclose any information
gathered by Elavon to (i) Elavon's "affiliates" (i.e., companies related to us by common control
or ownership) that offer financial products or services identified in the Agreement and to
Elavon's administrative or service units that perform such functions; (ii) to non-affiliated
companies to assist Elavon in providing the products and services Merchant has requested; (iii) to
credit rating agencies; and (iv) as required by the Payment Network Regulations or the Laws
(e.g., for tax reporting purposes or in response to a subpoena).
1) Communication with Merchant. You agree that Elavon and Member may provide you with
information about the Program, including information about new products and/or services by
telephone; electronic mail, and/or facsimile.
m) Amendments. Member and Elavon may propose amendments or additions to the Agreement of a
technical or procedural nature involving the provision of services to you which will not require
your consent. Member or Elavon will inform you of such a proposed change in a periodic
statement or other notice. You will be deemed to have agreed to the change if you continue to
present Transactions to Member and Elavon after thirty (30) days following the issuance of the
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notice. Elavon is entitled to pass through to you any fee increases imposed upon Elavon by Visa,
MasterCard, any other Payment Network, and any other third party including telecommunications
vendors. Any material change to the terms of this Agreement must be in writing and agreed to by
the parties hereto.
n) Severability and Waiver. If any provision of the Agreement is found to be illegal or otherwise
unenforceable, the invalidity or unenforceability of that provision will not affect any of the
remaining provisions and the Agreement will be construed as if the illegal or unenforceable
provision is not contained in the Agreement. Neither the failure, the delay by Elavon or Member
to exercise, nor the partial exercise of any right under the Agreement will operate as a waiver or
estoppel of such right, nor shall such amend the Agreement. All waivers requested by you must
be signed by Elavon.
o) Independent Contractors. Elavon, Member, and you will be deemed independent contractors
and no one will be considered an agent, joint venturer, or partner of the other, unless and to the
extent otherwise specifically provided herein. This Agreement has been entered into solely for the
benefit of the parties hereto and is not intended to create an interest in any third party.
p) Privacy Laws. Subject to the requirements of the Washington State Public Records Act, RCW
42.56, and in addition to Section (B)(17)(b) above, Merchant must take all commercially
reasonable steps to protect the confidentiality of Cardholder and Transaction information and
shall establish and maintain physical, technical and administrative safeguards to prevent
unauthorized access by third parties to such Cardholder and Transaction information, using a
standard of care at least equal to the standard required of Elavon to protect such information
pursuant to applicable Laws, including without limitation the federal Health Insurance Portability
and Accountability Act (HIPAA), the federal Gramm -Leach -Bliley Act or other applicable
privacy laws. Further, a Merchant that is a "covered entity" or "business associate", as defined
under HIPAA, must not use any product to store, transmit, or otherwise maintain "protected health
information" as defined by HIPAA. Elavon is not a "business associate" as defined by HIPAA
and it is not Elavon's practice to store or accept any information that would cause it to be a
"business associate" under HIPAA.
q) Survival. All of your obligations to Elavon and Member shall survive termination of the
Agreement, including, without limitation, Sections (B)(4), (B)(5), (B)(6), (B)(7), (B)(8), (B)(11),
(B)(14), (B)(15)(d), (B)(16), (B)(17) and (B)(18)(f) of the TOS.
r) Counterparts; Facsimile Signatures; Delivery. The Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which, taken together, shall
constitute one and the same agreement. Delivery of the various documents and instruments
comprising the Agreement may be accomplished by a facsimile transmission, and such a signed
facsimile or copy shall constitute a signed original.
Section C — Acceptance of Visa and MasterCard
19) ACCEPTANCE OF VISA AND MASTERCARD. Merchant agrees to the following provisions in
addition to the Definitions in Section (A) and the General Provisions of Section (B) above:
20) VISA AND MASTERCARD DEFINITIONS For purposes of this Section, "Credit Card" shall be
deemed to be limited to a: (i) credit/business product of Visa; (ii) consumer debit/prepaid product of
Visa; (iii) credit/business product of MasterCard; or (iv) consumer debit/prepaid product of
MasterCard as applicable. The credit/business products of Visa are those products for which
transactions by the Cardholder are paid by the Cardholder at least fifteen (15) days after the
transaction including: (i) consumer credit products (including co -branded and smart Visa versions)
such as Classic, Gold, Platinum, Signature, and Infinite cards, and (ii) business products such as
business credit, business debit, business line of credit, and smart Visa business, purchasing cards,
corporate cards, fleet cards, and commercial prepaid cards. The consumer debit/prepaid products of
Visa are those products that for which Transactions by the Cardholder are paid by accessing the
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Cardholder's asset account immediately including: (i) consumer Visa check cards such as Classic,
Gold, Platinum and Visa Check Card II; and (ii) consumer prepaid/EBT cards such as Visa Buxx,
Visa Payroll, Visa gift cards (including incentives, promotional, and rebate), child support cards,
unemployment cards, insurance claim cards, customer service cards, state disbursement cards (not
including unemployment or child support), flexible spending account cards, general purpose
reloadable and one-time use prepaid cards, and student aid college cards. The consumer debit/prepaid
products of MasterCard include Cardholder signature debit cards, prepaid cards, stored value cards,
EBT cards and payroll cards. The credit/business products of MasterCard include all other
MasterCard products.
21) HONORING CREDIT CARDS.
a) Honoring Cards. Merchant may choose to accept (i) only the credit/business products of Visa
and/or MasterCard; (ii) only the consumer debit/prepaid products of Visa and/or MasterCard; or
(iii) hath the credit/business products and consumer debit/prepaid products of Visa and/or-
.---, -
MasterCard. You must indicate your decision to accept a limited category of products on the
Merchant Application and if you wish to discontinue acceptance of either category of products,
you must provide Elavon with thirty (30) days advance written notice. If you choose to accept
only one of the categories of products but later submit a Transaction outside of the selected
category, Elavon and Member are not required to reject the Transaction and you will be charged
our standard fees and expenses for that category of products. Further, if you choose a limited
acceptance option, you must still honor all international cards presented for payment. Merchants
who have decided to implement a limited acceptance policy are required to display appropriate
signage to communicate that policy to Cardholders.
b) No Minimum or Maximum. Merchant shall not establish minimum or maximum Credit Card
Transaction amounts.
c) Cardholder Identification. In Card Present Transactions, you will identify the Cardholder and
check the expiration date and signature on each Credit Card. You will not honor any Credit Card
if: (i) the Credit Card has expired; (ii) the signature on the Transaction Receipt does not
correspond with the signature on the Credit Card, is blank, or uses language to the effect of "see
id"; or (iii) the account number embossed on the Credit Card does not match the account number
on the Credit Card's magnetic stripe.
d) Credit Card Recovery. You will use reasonable, peaceful means to recover any Credit Card: (i)
on Visa Cards, if the printed four digits below the embossed account number do not match the
first four digits of the embossed account number; (ii) if you are advised by Member (or its
designee), the Issuer, or the designated voice authorization center to retain it; (iii) if you have
reasonable grounds to believe the Credit Card is lost, stolen, counterfeit, fraudulent, or otherwise
invalid, or its use is not authorized by the Cardholder; or (iv) for MasterCard Cards, if the printed
four digits below the embossed account number do not match the first four digits of the embossed
account number, or the Credit Card does not have the "Twin Globes" hologram on the lower right
corner of the Credit Card face.
e) Surcharges. You will not add any amount to the posted price of goods or services you offer as a
condition of paying with a Credit Card, except as permitted by the Credit Card Rules. This
paragraph does not prohibit you from offering a discount to induce a person to pay by cash,
check, or similar means rather than by Credit Card.
f) Convenience Fees. You may not assess Convenience Fees unless you have disclosed such fees to
Elavon previously in writing and you have been approved by Elavon to assess such fees. If you
complete a Transaction and assess a Convenience Fee without having disclosed such fee
previously in writing and obtained Elavon's consent, you will be in breach of the Agreement and
Elavon may immediately terminate the Agreement in addition to any other remedies available
under the Agreement, Laws, and Payment Network Regulations. Transactions that include a
Convenience Fee must comply with each of the following requirements:
i. A Convenience Fee cannot be assessed in a face-to-face merchant environment.
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11. The Convenience Fee is permitted only for one-time payments and may not be imposed
on recurring payments or transactions. Examples of recurring charges include, but are not
limited to, insurance premiums, subscriptions, Internet service provider monthly fees,
membership fees, tuition or utility charges.
iii. You must provide a true "convenience" in the form of an alternative payment channel
outside of your customary payment channels, and the Convenience Fee must be disclosed
by you to the Cardholder as a charge for the alternative payment channel convenience
that is provided.
iv. The Convenience Fee must be disclosed prior to the completion of the Transaction, and
the Cardholder must be given the option to cancel the Transaction if the Cardholder does
not want to pay the fee.
v. The Convenience Fee must be included in the total amount of the Transaction; it cannot
he "split" out from the Transaction amount. The only exception is for card acceptance
programs involving only MasterCard Credit Cards where Visa Credit Cards are not
accepted.
vi. If a Convenience Fee is assessed it must be for all payments (Visa, MasterCard,
Discover, AMEX, ACH, and check) within a particular payment channel (mail,
telephone, and internet).
vii. Additional Visa Convenience Fee Requirements are as follows: (i) it must be a flat fee;
(ii) it cannot be tiered or percentage based regardless of the value of the payment due;
(iii) it must not be authorized and settled separately from the primary transaction; (iv) the
fee must be assessed by the sante Merchant actually providing the goods and services;
and (v) the fee may not be assessed by a different merchant.
viii. Additional MasterCard Convenience Fee Requirements are as follows: (i) the fee may be
tiered, percentage based, or flat; and (ii) the fee may be authorized and settled separately
from the primary transaction.
ix. Merchants who accept both Visa and MasterCard Credit Cards are restricted to assessing
Convenience Fees equally across card types and as such the Merchant is restricted to a
flat Convenience Fee and must combine all charges into one authorization and clearing
Transaction.
x. To the extent Merchant's state or other governing body has passed legislation that
requires Convenience Fee assessment by government agencies as a component of card
acceptance, such laws may conflict with the Payment Network Regulations. Merchant
bears all responsibility for, and agrees to hold Elavon and Member harmless from, all
liability associated therewith, including all fees, fines and penalties levied by the Payment
Networks.
xi. Convenience Fees may be prohibited by Laws in some States. Merchant may not charge
Convenience Fees where prohibited by Laws.
xii. In no event is a Convenience Fee to be referred to as a surcharge or advertised as an
offset to processing fees.
xiii. If you have received approval from Visa to participate in the Tax Payment Pilot Program,
then you may assess a variable service fee so long as: (i) only eligible tax payments are
accepted (personal income, personal property, real property, unemployment, business
income and sales and use taxes), (ii) Cardholders are notified of the fee and given the
opportunity to opt -out of the Transaction; (iii) the variable fee must be processed as a
separate Transaction and not combined with the tax payment; (iv) the variable fee may be
assessed on all payment channels and the fee cannot be higher than any other card -based
payment offered through the same channel; and (v) you submit appropriate reports of
CISP compliance to Visa and receive Visa approval and certification annually.
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g) Return Policy You must properly disclose to the Cardholder, at the time of the sales Transaction
and in accordance with the Credit Card Rules, any limitation you have on accepting returned
merchandise.
h) No Claim Against Cardholder. You will not have any claim against, or right to receive payment
from, a Cardholder or any other customer in any Transaction unless Member or Elavon refuses to
accept the Transaction Receipt or revokes its prior acceptance of the Transaction Receipt (after
receipt of a Chargeback or otherwise). You will not accept any payments from a Cardholder
relating to previous charges for merchandise or services included in a Transaction Receipt, and if
you receive such payments, you will promptly remit them to Elavon.
i) Disputes With Cardholders. All disputes between you and any Cardholder relating to any
Transaction will be settled between you and the Cardholder. Neither Elavon nor Member bears
any responsibility for such Transactions or disputes, other than with respect to processing
Chargebacks under the Credit Card Rules.
22) AUTHORIZATION.
a) Required on all Transactions. You must obtain an Authorization Code before completing any
sales Transaction. An Authorization Code verifies the Credit Card number is valid, the Credit
Card has not been reported lost or stolen at the time of the sales Transaction, and confirms the
amount of credit or funds requested for the sales Transaction is available. You will follow any
instructions received during Authorization. Upon receipt of an Authorization Code, you may
consummate only the sales Transaction authorized and must note the Authorization Code on the
Transaction Receipt. In any case in which a sales Transaction is completed without imprinting the
Credit Card, the Merchant, whether or not an Authorization Code is obtained, shall be deemed to
warrant the true identity of the customer as the Cardholder. For all Card Not Present sales
Transactions, you must obtain the Credit Card expiration date, Cardholder address and telephone
number, and CVV2/CVC2 number and forward them as part of the Authorization.
b) Effect. An Authorization Code does not: (i) guarantee the Merchant final payment for a sales
Transaction; (ii) guarantee that the sales Transaction will not be disputed later by the Cardholder
as any sales Transaction is subject to Chargeback; or (iii) protect you in the event of a
Chargeback regarding unauthorized sales Transactions or disputes involving the quality of goods
or services. Authorization Codes will not waive any provision of the TOS or otherwise validate a
fraudulent sales Transaction or a sales Transaction involving the use of an expired Credit Card.
c) Unreadable Magnetic Stripes. For Card Present Transactions, if you authorize and present
Transactions electronically and your terminal is unable to read the magnetic stripe on the Credit
Card, you must obtain the following in addition to key -entering the Transaction into the POS
Device for processing' (i) a physical imprint of the Credit Card using a manual imprinter and (ii)
the Cardholder's signature on the unprinted Transaction Receipt.
23) PRESENTMENT OF TRANSACTION RECEIPTS.
a) Transaction Receipts.
i) Card Present and Card Not Present Transactions (other than Electronic Commerce
Transactions). You will use a Transaction Receipt to document each Card Present and Card
Not Present Transaction. Each such Transaction Receipt must include:
(1) Card account number (truncated account number required on the Cardholder's copy)
including the specific payment brand (i.e. Visa or MasterCard).
(2) Merchant name and location.
(3) Location Code (i.e., merchant identification number issued by Elavon).
(4) Transaction amount, including applicable taxes.
(5) Transaction date.
(6) Space for Cardholder signature for Card Present Transactions.
(7) Indication of who shall receive each copy of the Transaction Receipt (e.g., Merchant
Copy, Bank Copy, Cardholder Copy).
(8) Authorization Code.
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(9) Terms and conditions of the sale, if restricted.
If the Merchant is accepting consumer debit products of Visa or MasterCard, no data referencing
the Cardholder's PIN number shall be printed on the receipt.
ii) Electronic Commerce Transactions. You will use a Transaction Receipt to document each
Electronic Commerce Transaction. Each such Transaction Receipt must include:
(1) Card account number (truncated account number required on the Cardholder's copy)
including the specific payment brand (i.e. Visa or MasterCard).
(2) Merchant name.
(3) Merchant online address.
(4) Purchaser naive.
(5) Authorization Code.
(6) Transaction amount.
(7) Transaction date.
(8) Customer service contact, including telephone number.
(9) Terms and conditions of the sale, if restricted.
b) Signatures. In Card Present Transactions, Transaction Receipts must be signed by the
Cardholder. The requirement for the Cardholder's signature on the Transaction Receipt will only
be waived if the Credit Card Transaction is a valid Card Not Present Transaction which fully
complies with the requirements set forth in the TOS.
c) Reproduction of Information. For Card Present Transactions, if the following information
embossed on the Credit Card is not legibly imprinted on the Transaction Receipt, you will legibly
reproduce on the Transaction Receipt the: (i) Cardholder's name; (ii) account number; (iii)
expiration date; and (iv) Merchant's name and place of business. Additionally, for MasterCard
Transactions, on the Transaction Receipt you will legibly reproduce the name of the bank that
issued the Credit Card as it appears on the face of the Credit Card.
d) Truncation.
i) The Credit Card account number must be truncated on all Cardholder -activated Transaction
Receipts. Truncated digits should be replaced with a fill character such as "x," "*," or "#,"
and not with blank spaces or numeric characters.
ii) Effective July 1, 2003, all new POS Devices must suppress all but the last four digits of the
Credit Card account number and the entire expiration date on the Cardholder's copy of the
Transaction Receipt generated from electronic (including Cardholder -activated) POS
Devices. Effective July 1, 2006, all existing POS Devices must comply with the rule set forth
in this subsection.
iii) These truncation rules do not apply to Transactions in which the only way to record a Credit
Card account number is in handwriting or by making an imprint or copy of the Credit Card.
e) Delivery and Retention of Transaction Receipts. For Card Present Transactions, you will
deliver a complete and legible copy of the Transaction Receipt or Credit Transaction Receipt to
the Cardholder at the time of the Transaction. For Card Not Present Transactions, you will deliver
a complete and legible copy of the Transaction Receipt or Credit Transaction Receipt to the
Cardholder promptly following completion of the Transaction in either electronic (e.g., e-mail or
fax) or paper (e.g., handwritten or terminal -generated) format. You will retain the "Merchant
Copy" of the Transaction Receipt or Credit Transaction Receipt for at least eighteen (18) months
following the date of completion of the Credit Card Transaction (or such longer period as the
Credit Card Rules or the Laws may require).
f) Electronic Transmission. If you utilize electronic Authonzation and/or data capture services,
you will enter the data related to Transactions into a POS Device and settle the Transactions and
transmit the data to Elavon or its designated agent in the form specified by Elavon no later than
the close of business on the date the Transactions are completed. If Member or Elavon requests a
copy of a Transaction Receipt, Credit Transaction Receipt, or other Transaction evidence, you
must provide it within the time frame specified in the request.
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Elavon
Government Terms ot'Service - Direct Debit Final (USB v 04 03 08)(3-20-09).doc
24) RETRIEVAL REQUESTS AND CHARGEBACKS; CREDITS; REPROCESSING; FRAUD;
AND FACTORING.
a) Retrieval Requests. You must respond to a Retrieval Request with a legible copy of the
Transaction Receipt within the time frame specified. If you fail to provide a legible copy of the
Transaction Receipt, you will receive a Chargeback that cannot be cured.
b) Chargebacks. You are fully liable to Elavon and Member- for all Transactions returned to Elavon
or Member for whatever reason including, but not limited to, Chargebacks. You agree to accept
for Chargeback and will be liable to Member and Elavon in the amount of any sale for which the
Cardholder or Issuer disputes the validity of the sale for any reason. You will pay Elavon and
Member on demand the value of all Chargebacks. You authorize Elavon and Member to offset
from incoming Transactions and to debit the DDA and the Reserve Account for the amount of all
Chargebacks. You will fully cooperate with Elavon and Member in complying with the Credit
Card Rules regarding Chargebacks. The following is not to be considered a complete listing of
the reasons for which you may incur a Chargeback. It is intended only to provide the most
commonly encountered situations where a Chargeback may occur.
i) Failure to respond to a Retrieval Request or failure to provide a legible, complete, or proper
copy of a Transaction Receipt in response to a Retrieval Request,
ii) Unauthorized use of a Credit Card as alleged by the Cardholder,
iii) Dispute by the Cardholder over the quality of goods or services,
iv) Failure by Merchant to provide goods or services,
v) The Transaction Receipt does not bear the Cardholder's signature,
vi) The Transaction Receipt represents a sales Transaction for which Authorization was
initially declined and was subsequently obtained by means of multiple Authorization
attempts or other means not permitted hereunder,
vii) The Transaction Receipt fails to comply with the terms and conditions of the Agreement or
fails to comply with the Credit Card Rules,
viii) The sales Transaction was completed under circumstances constituting a breach of the
Agreement.
c) Excessive Activity. Your presentation to Elavon of Excessive Activity will be a breach of the
Agreement and cause for termination of the Agreement as set forth in Section B(15)(b)(ii)(3).
"Excessive Activity" means, during any monthly period, and for any one of Merchant's terminal
identification numbers or merchant identification numbers, Chargebacks and/or Retrieval
Requests in excess of one percent (1%) of the gross dollar amount of your sales Transactions or
returns in excess of two and one-half percent (2.5%) of the gross dollar amount of sales
Transactions. You authorize, upon the occurrence of Excessive Activity, Member and Elavon to
take additional actions as either of them may deem necessary including, without limitation,
suspension of processing privileges or creation or maintenance of a Reserve Account in
accordance with the TOS.
d) Credits.
i) Credit Transaction Receipt. You will issue a Credit Transaction Receipt, instead of issuing
cash or a check, as a refund for any previous sales Transaction. Member will debit the DDA
for the total face amount of each Credit Transaction Receipt submitted to Elavon. You will
not submit a Credit Transaction Receipt relating to any Transaction Receipt not originally
submitted to Elavon, nor will you submit a Credit Transaction Receipt that exceeds the
amount of the original Transaction Receipt. You will, within the time period specified by
applicable Laws or the Credit Card Rules, whichever time period is shorter, provide Elavon
with a Credit Transaction Receipt for every return of goods or forgiveness of debt for services
that was the subject of a previous sales Transaction in accordance with the Credit Card Rules.
ii) Revocation of Credit. Member or Elavon may, in their sole discretion, refuse to accept any
Credit Transaction Receipt for processing.
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Elavon
Government Terms of Service - Direct Debit Final (USB v 04 03 08)(3-20-09).doc
iii) Reprocessing. You will not resubmit or reprocess any Transaction that has been charged
back.
e) Fraud and Factoring. You will not present for processing or credit, directly or indirectly, any
transaction not originated as a result of a transaction directly between you and a Cardholder or
any Transaction you know or should know to be fraudulent or not authorized by the Cardholder.
Perpetrators of fraudulent Transactions will be referred to law enforcement officials. You will not
deposit any Transaction Receipt representing the refinancing of an existing obligation of a
Cardholder. You agree that Elavon may, within its sole discretion, suspend the disbursement of
funds from Transaction Receipt for any reasonable period of time required to investigate
suspicious or unusual deposit activity. Elavon and Member will have no liability for any losses
you may attribute to any suspension of funds disbursement.
25) OTHER TYPES OF TRANSACTIONS.
a) Mail Order/Telephone Order (MO/TO). You may not solicit or accept MO/TO sales
Transactions unless you have disclosed such method of sale to Elavon previously in writing. if
you complete a MO/TO sales Transaction without having disclosed such method of sale
previously in writing, you will be in breach of the Agreement and Elavon may immediately
terminate the Agreement in addition to any other remedies available under the Agreement, Laws,
and Credit Card Rules, and you may have to pay a surcharge on each such Transaction. You
understand that Transactions processed via MO/TO are high risk and subject to a higher incidence
of Chargebacks. You are liable for all Chargebacks and losses related to MO/TO sales
Transactions. You may be required to use an address verification service ("AVS") on MO/TO
sales Transactions. AVS is not a guarantee of payment and the use of AVS will not waive any
provision of this Agreement or validate a fraudulent Transaction. You will obtain the expiration
date of the Credit Card for a MO/TO sales Transaction and submit the expiration date when
requesting Authorization of the sales Transaction. For MO/TO sales Transactions, you will type
or print legibly on the signature line of the Transaction Receipt the following applicable words or
letters: telephone order or "TO," or mail order or "MO," as appropriate. Elavon recommends that
you obtain a signed Transaction Receipt or other proof of delivery signed by Cardholder for
MO/TO sales Transactions.
b) Recurring Transactions.
i) Requirements. For recurring Transactions (e.g., payment of insurance premiums or
subscriptions), you must obtain a written request from the Cardholder for such goods and
services to be charged to the Cardholder's account, the frequency of the recurring charge, and
the duration of time during which such charges may be made. You will not complete any
recurring Transaction after receiving: (i) a cancellation notice from the Cardholder; (ii) a
notice from Elavon or Member that authority to accept recurring Transactions has been
revoked; or (iii) a response that the Payment Device is not to be honored. You must provide a
subsequent order form to the Cardholder when a Recurring Transaction is renewed by the
Cardholder. Merchant is responsible for ensuring its compliance with Laws with respect to
recurring Transactions.
ii) Limitations on the Resubmission of Recurring Transactions. In some limited instances,
you may resubmit a preauthorized recurring Transaction up to four (4) times within sixteen
(16) calendar days of the original Authorization request, provided that the decline response is
one of the following: (i) authorization denied; (ii) insufficient funds; (iii) exceeds approval
amount limit; or (iv) exceeds withdrawal frequency.
iii) Recurring Transaction Receipts. You must print legibly on the Transaction Receipt the
words "Recurring Transaction." You must obtain the Cardholder's signature, including an
electronic signature or other similar authentication that is effective under Laws, on the
Transaction Receipt. For an Electronic Commerce Transaction, you must also include the
frequency and duration of the Recurring Transaction, as agreed to by the Cardholder, on the
Transaction Receipt.
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Elavon
Government Tertns of Service - Direct Debit Final (USB v 04 03 08)(3-20-09).doc
iv) Electronic Commerce Recurring Transactions. In addition to the above, for an Electronic
Commerce Transaction, you must also provide a simple and easily accessible online
cancellation procedure that complies with Laws, if the Cardholder's request for goods or
services was initially accepted online.
v) Recurring Transactions With Varying Amounts. For Recurring Transactions of varying
amounts, all of the following apply: (i) the order form must allow the Cardholder to specify a
minimum and maximum Transaction amount to be charged, unless the Cardholder will be
notified of the amount and date of each charge, as specified in the remainder of this section;
(ii) you must inform the Cardholder of their right to receive, at least ten (10) calendar days
prior to each scheduled Transaction Date, written notification of the amount and date of.the
next charge; and (iii) the Cardholder may choose to receive the notification in any of the
following ways: (a) for every charge; (b) when the Transaction amount does not fall within
the range of amounts specified on the order form; or (c) when the Transaction amount will
differ from the most recent charge by more than an agreed upon amount. Merchant is
responsible for ensuring that all communications with, and disclosures to, Cardholders
comply with Laws.
c) Multiple Transaction Receipts. You will include a description and total amount of goods and
services purchased in a single sales Transaction on a single Transaction Receipt unless: (i) partial
payment is entered on the Transaction Receipt and the balance of the Transaction amount is paid
in cash or by check at the time of the sales Transaction; or (ii) a Transaction Receipt represents an
advance deposit in a sales Transaction completed in accordance with the Agreement and the
Credit Card Rules.
d) Deposits.
i) Prior Consent. You will not accept for payment by Credit Card any amount representing a
deposit or partial payment for goods or services to be delivered in the future unless you have
disclosed such method of sale to Elavon previously in writing. If you accept a Credit Card for
payment or partial payment of goods or services to be delivered in the future without having
disclosed such method of sale to Elavon previously in writing, you will be in breach of the
Agreement and Elavon may immediately terminate the Agreement in addition to any other
remedies available under the Agreement, Laws, and Credit Card Rules.
ii) Acceptance. If you have disclosed such method of sale to Elavon previously in writing, then
you will complete such sales Transactions in accordance with the Agreement, Laws, and
Credit Card Rules. Merchant must execute one Transaction Receipt when processing the
deposit Transaction and a second Transaction Receipt upon processing the balance of the
Transaction. You will note the words "deposit" or "balance" on the applicable Transaction
Receipt, as appropriate. You will not deposit the Transaction Receipt labeled "balance" until
the goods have been delivered to Cardholder or until you have fully performed the services.
e) Future Delivery. You will not present any Transaction Receipt or Credit Transaction Receipt to
Member or Elavon for processing (whether by electronic means or otherwise) that relates to the
sale of goods or services for future delivery unless you have disclosed such method of sale to
Elavon previously in writing and you have been approved by Elavon to submit such Transactions.
If you have disclosed such method of sale to Elavon previously in writing, you represent and
warrant to Member and Elavon that you will not rely on any proceeds or credit resulting from
such sales Transactions to purchase or furnish goods or services. You will maintain sufficient
working capital to provide for the delivery of goods or services at the agreed upon future date,
independent of any credit or proceeds resulting from Transaction Receipts or other Credit
Transaction Receipts in connection with future delivery sales Transactions or until you have fully
performed the services.
f) Electronic Commerce.
i) Electronic Commerce. You may not solicit or accept Electronic Commerce sales
Transactions unless you have disclosed such method of sale to Elavon previously in writing, .
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Elavon
Government Terms or Service - Direct Debit Final (USB v 04 03 08)(3-20-09).doc
and you may process such Transactions only if the Transactions have been encrypted by a
third party vendor acceptable to Elavon and Member. If you submit Electronic Commerce
sales Transactions without having disclosed such method of sale to Elavon previously in
writing, you will be m breach of the Agreement and Elavon may immediately terminate the
Agreement in addition to any other remedies available under the Agreement, Laws, and the
Payment Network Regulations. You understand that sales Transactions processed via the
Internet are high risk and subject to a higher incidence of Chargebacks. You are liable for all
Chargebacks and losses related to Electronic Commerce Transactions, whether or not: (i)
such Transactions have been encrypted; and (ii) you have obtained Elavon's consent to
engage in such Transactions. Encryption is not a guarantee of payment and does not waive
any provision of the TOS or otherwise validate a fraudulent Transaction. Elavon recommends
that you obtain a signed Transaction Receipt or other proof of delivery signed by the
Cardholder for all Electronic Commerce sales Transactions. All communication costs and
compliance with Laws related to Electronic Commerce Transactions will be your
responsibility. You understand that Elavon will not manage the telecommunications link for
Electronic Commerce Transactions and that it is your responsibility to manage that link.
Merchant authorizes Elavon and Member, at Merchant's costs and expense, to perform an
annual audit and examination of Merchant's website and a due diligence review as required
by the Payment Network Regulations for Electronic Commerce Merchants.
ii) Requirements. For goods to be shipped on Electronic Commerce sales Transactions, you
may obtain authorization up to seven (7) days prior to the shipment date. You need not obtain
a second authorization if the Transaction Receipt amount is within fifteen percent (15%) of
the authorized amount, provided the additional amount represents shipping costs. Further,
your Web site must contain all of the following information: (a) complete descnption of the
goods or services offered; (b) returned merchandise and refund policy; (c) customer service
contacts, including electronic mail address and/or telephone number; (d) complete address
(street address, city, state, zip code, and country) of the permanent establishment of the
business; (e) complete address of the permanent establishment of the business on either the
checkout screen (which displays the total purchase amount) or within the sequence of Web
pages presented to the Cardholder during the checkout process; (f) Transaction currency
(such as U.S. or Canadian dollars); (g) export or legal restrictions, if known; (h) delivery
policy; (i) customer data privacy policy; and (j) your method of Transaction security. If you
store Cardholder account numbers, expiration dates, or other personal Cardholder data in a
database, you must follow the applicable Payment Network rules on securing such data. You
may not retain or store CVV2/CVC2 data after authorization for record keeping or additional
authorization processing.
26) INTERCHANGE. Interchange qualification requirements, as defined by the Credit Card
Associations, affect the Merchant's fees or surcharges owed for Transactions. Merchant will pay a
higher discount rate, higher fees, and surcharges for Transactions that do not meet the best rate
qualification criteria or have been processed in a manner other than for which the Merchant was
approved.
Section D — Acceptance of American Express, Discover, Diners or JCB
27) ACCEPTANCE OF AMERICAN EXPRESS, DISCOVER, DINERS, AND/OR JCB CARDS. If
Elavon provides authorization and/or data capture services to Merchant for Amencan Express,
Discover, Diners, and/or JCB Transactions, Merchant agrees to the following provisions, in addition
to the Definitions in Section (A) and the General Provisions of Section (B) above.
28) ACCESS. Upon request and fulfillment of the following conditions, Elavon will provide access to
authorization and/or data capture services for American Express, Discover, Diners, and/or JCB
Transactions to Merchants who have been approved by American Express, Discover, Diners, and/or
25 of 29
Elavon
Government Terms of Service - Direct Debit Final (USB v 04 03 08)(3-20-09).doc
JCB and who have entered into a separate agreement with American Express, Discover, Diners, or
JCB, respectively; provided, however that neither Elavon nor Member shall be responsible for
funding such Transactions.
29) FORWARDED INFORMATION Elavon will forward certain information pertaining to Merchant,
including, but not limited to, contact information and DDA numbers, to one or more of such Card
Associations, unless Elavon receives from Merchant written instructions to the contrary.
IN WITNESS WHEREOF, the parties hereto have executed this TOS.
[ SIGNATURES ON FOLLOWING PAGE ]
26 of 29
Elavon
MERCHANT
BYC11244(5)1
Name: 'f1 _ 11. -1 .e.ZD l
PRINT (
Title: ilk 7`0t�u,ce $ud t•f
CITY CONTRAC 1 NO: ' 7 7
RESOLUTION NO:i?"-.2:709-44,7
Government Terms of Service - Direct Debit Fina] (USB v 04 03 08)(3-20-09).doc
ELAVON
By:
Name: /'Y) 4" 7/7y r ///;//it
PRINT
Title: C�io2 7 e /r2 e5, e
Date:
("Effective Date")
U.S. BANK NATION
By:
Name: ///71; 74 .-4- /i/J:-'b_
��77 ISR 8(5TitleA)/o, /D P
27 of 29
Terms of Service Agreement
Schedule "A" - Pricing
"City of Yakima"
"03/20/09"
s' _ '4, fgt a,' 'ItcOktit t ercllarige Tees
Interchange Category Codes *
PASS THROUGH FEE
Dues and Assessments *
PASS THROUGH FEE
VISA/MasterCard/Discover Processing Fee
$0.00 per item
VISA/MasterCard/Discover Processing Fee
00.30% per item
American Express
mn _ _
_ __ .__
Online (PIN) Debit Fee
Network Interchange + 0.30%
Electronic Check Conversion & Verification
$0.22 per check
Electronic Check Conversion & Guarantee
0.95% per check
Voice Authorization Fee (basic)
$0.65 per authorization
Merchant Identification (MID) Setup
Waived
Monthly MID Processing Fee Minimum
$35
Chargeback or Return Item Fees
$15
Customer Service / Training
$0
Annual Fees or Dues
$0
Supplies (RR DONNELLEY)
Varies
Reprogramming existing equipment
Waived
Swap out existing equipment for new equipment
Varies time per device
VAR integration / direct certification to network
Fee may vary upon application
Wireless Set Up Fee
$20 per device
Wireless Monthly Fee
$19 per device
Equipme_ nt Opt ons'Ha t ware
Verifone VX510 (Dial) Terminal/Printer
$595 purchase
Verifone VX570 (IP) Terminal/Printer
$895 purchase
Verifone VX610CDMA Wireless
$1195 purchase
Hypercom P900 Printer
$299 purchase
Hypercom T4210 Terminal/Printer
$595 purchase
Hypercom T4220 (IP) Terminal/Printer
$895 purchase
Pin Pad Hypercom P1300/Verifone 1000SE
$125 purchase
VIVOpay 4000 Contactless Card Reader
$249 purchase
RDM Synergy
$895 purchase
RDM 6014F Imager/Card Reader (Hardware)
$595 purchase
Verifone VX510 (Dial) Terminal/Printer
$25 monthly for 36 months
Verifone VX 570 (IP) Terminal/Printer
$40 monthly for 36 months
Verifone VX610CDMX (Wireless)
$50 monthly for 36 months
Verifone P900 Printer
$20 monthly for 36 months
Hypercom T4210 (Dial)
$25 monthly for 36 months
Hypercom T4220 (IP) Terminal/Printer
$45 monthly for 36 months
VIVOpay 4000 Contactless Card Reader
$12 monthly for 36 months
RDM Synergy
$40 monthly for 36 months
RDM 6014F Imager/Card Reader
$25 monthly for 36 months
„.4,1s---;;.:-, pr e „ Toms-__ are
Virtual Merchant Web/Terminal (Unlimited MIDs)
$395 purchase + $10 monthly
ViaWARP Software (<50 Users)
$495 purchase + $10 monthly
Magstripe Credit Card Reader (USB/PS2)
$125 purchase
Verifone Pin Pad 1000SE
$125 purchase
RDM 6011F Imager/Card Reader (Single -Sided)
$595 purchase
RDM 7111F Imager/Card Reader (Double -Sided)
$895 purchase
Magtek MT05 MICRImager
$595 purchase
Verifone P900 Printer
$299 purchase
orta,?rc-ari_ io_.. nrie:.mct)
Zepato?!a!o _(,7fiforts
Web reporting tool (Basic)
FREE
Web reporting tool (Premium 1-5 users)
$20 monthly
ACS reporting tool (file feed via FTP)
$95 monthly
Paper Statement fees
$10.00 monthly
* Discover, MasterCard and Visa Interchange and Assessment pricing is dependent upon interchange and other fees imposed on
all credit card processors by Discover, MasterCard, and Visa and other third parties. Elavon will pass through increases or
decreases of these fees imposed by the Discover, MasterCard, and Visa Association upon written notice. These fees are subject
to change.
Pricing Provisions:
1 US Bank will provide same day credit and next day funds availability for Discover, MasterCard and Visa transactions
provided the settlement is received by 6:00 PM PST and funds are deposited into a US Bank checking account. American
Express and Diners transactions are submitted directly to American Express for processing, payment and settlement.
2. Rate qualifications require compliance with Discover, Visa and MasterCard Interchange requirements, including settlement
within 24 hours of authorization.
3 Corporate Cards, Purchasing Cards and other card types, which qualify at different Interchange levels, will be billed at their
specific Interchange rates.
4 Processing fees may be adjusted from time to time to reflect and correspond to increases or decreases in applicable
Discover, Visa and MasterCard Interchange, Assessments and Debit Network Fees.
5 Elavon will offer the City preferred "Interchange Plus” pricing. There are 3 components to "IC Plus" pricing. They are
Interchange (IC), the level which a credit a/o debit transaction is cleared;, Assessments (A), the association fees charged by
the Associations (Discover, MasterCard, and Visa); and the Bank Charge (PLUS). Interchange Levels and Assessments are
not negotiable; these fees are determined by Issuing banks and the Associations Members. Elavon will price any MID
(Merchant Identification Number) issued at IC + A + .30%. Pricing matrix is being provided.
Pricing Examples:
I Discover/MasterCard/Visa acknowledge a special Interchange level for Utility transactions; let me show an example of the
discount rate and cost for a $100/transaction. Keep in mind this is the assigned Interchange for card present and/or "keyed in"
cards that are traditional consumer cards.
Interchange (Discover 0 00% + $0.75, MasterCard 0.00% + $0.65, Visa 0.00% + $0 75)
Assessments (Discover 0.0925%, MasterCard 0.095%, Visa 0 0925%)
Plus (0.30%)
Total (Discover 0.3925% + $0.75, MasterCard 0.395% + $0.65, Visa 0.3925% + $0.75)
$100/transaction Discover ($1.1425), MasterCard ($1.045), Visa ($1.1425)
MasterCard has announced a "debit card" Utility Interchange of0 00% + $0.45 and Visa has announced a business"
Utility Interchange of 0.00% + $1.50.
II. Discover/MasterCard/Visa acknowledges a special pricing Interchange level for Emerging rnarkets (government) for
traditional consumer cards. Keep in mind this is assigned Interchange for card present and/or "keyed in" cards. Let me show an
example of a $100/transaction;
Interchange (Discover "Public Services" 1.50%+ $0.10, MasterCard "Public Sector" 1.55% + $0.10,
Visa "CPS Retail2" 1.43% + $0.05)
Assessment (Discover 0.0925%, MasterCard 0 0950%, Visa 0.0925%)
Plus (0.30%)
Total Discover (1.8925%+ $0.10, MasterCard (1.945%+ $0.10) Visa (1.8225%+ $0.05)
$100/transaction Discover ($1.9925) MasterCard ($2.045) Visa ($1 8725)
Elavdn
Government Terms of Service - Direct Debit Final (USB v 04 03 08)(3-20-09).doc
SCHEDULE B
AFFILIATED ENTITIES
This Schedule B to the Terms of Service is dated as of this 47f day of Mel Rch , 20 07 .
[V Merchant only, Tax ID Number q/ — 666(21?
❑ Merchant, Tax ID Number
And the following affiliates:
Name Tax ID Number
MERCHANT
By: c ilAgC
Name: '—g.--)71 ...De.? 0 RI
PRINT
Title: <rRdc4opi linavue fihictret
C;4t o� YaKra coctstia
CITY CONTRAC r NO:, o?004' 417
RESOLUTION Nd:I-o2009— ya2
ELAVON, IN
By:
Name: /% 4) Ty
�. /P1, //e
P
Title: -=---.7;,-)/ o .
6? /Res%oto
Name:/J/7( /r%' //e/i.,
Tit1e:S/0)02 Pa416: /k PSiA0/c(
29 of 29
Addendum to the Terms of Service
Dynamic Currency Conversion
This Dynamic Currency Conversion Addendum to the Terms of Service is entered into as of the
Effective Date by and among the City of Yakima (Merchant), Elavon, Inc. and Member.
Merchant, Elavon and Member may be referred to collectively herein as the "Parties".
WHEREAS, Merchant, Elavon and Member are parties to that certain Terms of Service ("TOS")
dated -gags I , 2009; and
WHEREAS, pursuant to the TOS, the terms and conditions for the acceptance of any additional
Payment Device services shall be set forth in one or more addenda, which shall incorporate the
TOS by reference; and
WHEREAS, Merchant has requested that Elavon and Member provide to Merchant Dynamic
Currency Conversion ("DCC");
WHEREAS, the Parties maintain that it is their interest to enter this Addendum regarding
Merchant's utilization of those services.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual promises of the
Parties hereinafter set forth, and intending to be legally bound hereby, the Parties hereto covenant
and agree as follows:
1) Rules of Construction. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the TOS or the DCC MOG that is a part of this
Addendum. Singular terms shall include the plural, and vice versa, unless the context
otherwise requires. The words "hereof," "herein," and "hereunder," and words of similar
import when used in the TOS, DCC MOG, or this Addendum shall refer to the TOS, DCC
MOG, or this Addendum as applicable and not to any particular provision of the TOS, DCC
MOG, or Addendum. The word "day" shall mean "calendar day", unless specifically stated
otherwise. This Addendum incorporates the TOS and the DCC MOG by reference as if they
were fully set forth herein. In the event of a conflict between the terms of this Addendum, the
DCC. MOG and the TOS, the terms of this Addendum shall prevail.
2) Additional Definitions.
1. Transaction Currency: The international Cardholder's local currency in a DCC
Transaction.
2. Express Service Transaction: A unique Transaction agreement that is required for an
eligible T&E Merchant in those limited situations where a Cardholder authorizes a hotel,
lodging or car rental Transaction in advance and chooses to retain their express service
options.
3) DCC Included Under the Addendum. Dynamic Currency Conversion is a service that allows
a merchant to offer international Cardholders the option to pay in their local currency rather
than U.S. Dollars at the point-of-sale.
4) DCC Fees and Rebates. The DCC Enrollment Fee is $ 0.00 (zero) and the DCC Rebate is
0.75% (0.0075)of eligible Transactions.
5) Merchant Responsibilities and Restrictions.
1. You have sole responsibility to comply with the Laws and Payment Network
Regulations governing DCC Transactions including all of the following:
a.) You must inform the Cardholder that the DCC Transaction is optional and
that the Cardholder does not need to do anything additional to have
the transaction processed in their local currency. The Cardholder
must expressly agree to the DCC Transaction. You are prohibited
from using any customer service procedure or contractual language
that creates a DCC Transaction for the Cardholder by default.
b.) You are prohibited from converting a DCC Transaction in U.S. currency into
an amount in a Cardholder's local bilking currency, after the
transaction has been completed but not yet entered into Interchange.
2. Merchant may be terminated for failure to comply with this Addendum and the
Agreement.
3. Except as supplemented herein, the TOS remains unaltered and in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum.
MERCHANT /J
By: ,a„,\A
Name: e.c -q �e� 0
// PRINT
Title:�i Rre.4Dg �L v rCte
CITY CONTRAC r NOp
RESOLUTION NO•/f a7—yc2 .
ELAVON, INC.
By.
Name: ,/i ri'rorii L - 4/%/Je,z
PRINT
Title: Sr.9i02 4e /Res/De/1,4
Date:P 0
("Eff ctive Date")
MEMBE
By:
Name: / /ho "7-4
PRINT
Title: /o,e. 24; ree.SioP,
Addendum to the Terms of Service
PIN -Based, Online Debit Card
This PIN -Based, Online Debit Card Addendum to the Terms of Service is entered
into as of the Effective Date by and among the City of Yakima ("Merchant"), Elavon,
Inc. ("Servicer") and Member. Merchant, Servicer and Member may be referred to
collectively herein as the "Parties."
WHEREAS, Merchant, Servicer and Member are parties to that certain Terms of
Service ("TOS") dated 771a arch .2 / . 2009; and
WHEREAS, pursuant to the TOS, the terms and conditions for the acceptance of
any additional Payment Devices shall be set forth in one or more addenda, which shall
incorporate the TOS by reference; and
WHEREAS, Merchant has requested that Servicer and Member provide to
Merchant PIN -based, online Debit Card Transaction processing services;
WHEREAS, the Parties maintain that it is their interest to enter this Addendum
regarding Merchant's utilization of those services.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
promises of the Parties hereinafter set forth, and intending to be legally bound hereby, the
Parties hereto covenant and agree as follows:
Section A — Definitions
1. Additional Definitions.
a. Addendum: This PIN -Based, Online Debit Card Addendum and all additions to,
amendments, and modifications of, and all replacements to the Addendum, as
applicable.
b. Debit Card: Any PIN -based, online Debit Card.
c. Effective Date: The date set forth in the signature block herein.
d. EFT Networks: (i) Interlink Network Inc., Maestro U.S.A., Inc., STAR Networks,
Inc., NYCE Payments Network, LLC, PULSE EFT Association,
ACCEL/Exchange Network, Alaska Option Services Corporation, Armed Forces
Financial Network, Credit Union 24, Inc., NETS, Inc., and SHAZAM, Inc.; and
(ii) any other organization or association that hereafter authorizes the Servicer
and/or Member to authorize, capture, and/or settle Transactions effected with
Debit Cards, and any successor organization or association to any of the
foregoing.
e. PED: A Pin Entry Device that is used by the Cardholder to enter a PIN that
identifies a Cardholder in an Authorization request originating at a terminal with
electronic capability.
f. PIN: A Personal Identification Number.
g. PIN Pad: A secure device with an alphanumeric keyboard which conforms with
the Debit Card Rules and the PCI Data Security Standard, and requirements
established from time to time by Servicer, and through which a Cardholder may
enter a PIN.
h. POS Device: A terminal or other point-of-sale device at a Merchant location that
incorporates: (i) a Track 2 Magnetic Stripe Reader; (ii) communicates
electronically, directly or indirectly, with the Servicer's Debit System; (iii) uses a
receipt printer capable of providing a receipt confolining to the Debit Card Rules
and Regulation E; (iv) uses a journal printer, jourlaling facility or tenninal-
generated receipt; (v) uses an encrypted alphanumeric PIN Pad; and (vi) uses a
keyboard that can perform actions, functions and data entry. POS Device also
includes a Pin Entry Device (PED) that is used by the Cardholder to enter a PIN
that identifies a Cardholder in an Authorization request originating at a terminal
with electronic capability.
i. Servicer Debit System: Servicer's electronic Debit Card Transaction processing
system for provision of Debit Card authorization, data capture, and settlement
services.
2. Rules of Construction. Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to such terms in the TOS. Singular terms shall include the
plural, and vice versa, unless the context otherwise requires. The words "hereof,"
"herein," and "hereunder," and words of similar import when used in the TOS or this
Addendum shall refer to the TOS or this Addendum as applicable and not to any
particular provision of the TOS or Addendum. The word "day" shall mean "calendar
day", unless specifically stated otherwise. This Addendum incorporates the TOS by
reference as if it were fully set forth herein. In the event of a conflict between the
terms of this Addendum and the TOS, the terms of this Addendum shall prevail.
Section B — Acceptance of PIN -Based, Online Debit Cards
3. Debit Card Rules. Merchant shall comply with and be bound by the Debit Card Rules,
which are incorporated by this reference as if fully set forth herein.
4. Debit Card Transaction Fees. Fees for Debit Card Transactions are set forth in the
Schedule A, Schedule of Fees attached hereto or on the Schedule A, Schedule of Fees
attached to your TOS, including Authorization, Interchange and access fees, as
defined by the EFT Networks.
5. Display Of Debit Card Marks. Unless otherwise infonned by Servicer, Merchant shall
prominently display the most current versions of the EFT Network's names, symbols,
and/or service marks, as appropriate, at or near the POS Device and may display such
marks on promotional materials to inform the public that such Debit Cards will be
honored at Merchant's place(s) of business. Merchant's use of such marks must
comply with the requirements of each mark's owner. Merchant's right to use or
display such marks shall continue only long as the Agreement remains in effect and
such right shall automatically terminate upon termination of the Agreement, and
Merchant must remove the marks immediately upon termination.
6. Use And Availability Of POS Devices And Pin Pads.
a. A Cardholder's Debit Card information and PIN are confidential. The Merchant
may not request or require a Cardholder to disclose his or her PIN at any point
during a Transaction.
b. During the Transaction process, the Merchant must provide a reasonably secure
area for Cardholders to enter their PIN into the PIN Pad.
c. Merchant shall cause a POS Device and PIN Pad to be readily available for the
use of all Cardholders at all of Merchant's business locations where Debit Cards
are accepted. Merchant shall take all reasonable steps to ensure that all POS
Devices and PIN Pads operated at Merchant's business locations function with a
minimum of error, in a reliable manner, and in accordance with the standards
established from time to time by Servicer and the EFT Networks.
d. Merchant shall use a POS Device to initiate every Debit Card Transaction, and
Merchant shall require that either the Cardholder or the Merchant insert and
"swipe" the Debit Card through the POS Device to initiate every Debit Card
Transaction, except as set forth herein. No Debit Card Transaction may be
initiated unless the Debit Card is physically present.
e. Merchant shall require that each Debit Cardholder enter his or her PIN utilizing a
PIN Pad at the POS Device when initiating a Debit Card Transaction. Merchant
may not require a Debit Cardholder to sign a Transaction Receipt or other receipt,
or require any other means of identification.
7. No Minimum Or Maximum. Merchant shall not establish minimum or maximum
Debit Card Transaction amounts except to establish a maximum Cash Back dollar
amount not to exceed $200.00.
8. Surcharges. Merchant may not add any amount to the posted price of goods or
services Merchant offers as a condition of paying with a Debit Card unless permitted
by all of the applicable Debit Card Rules.
9. Pre -Authorization Requests. Merchant may initiate pre -authorization requests
pursuant to the following procedures:
a. The Cardholder must enter the PIN on the PIN Pad.
b. The Debit Card must be inserted and "swiped" through the POS Device.
c. The pre -authorization request must be for a specific dollar amount. The
subsequent purchase pre -authorized hereunder must be completed within two (2)
hours after the original pre -authorization request.
d. Funds shall not be transferred with respect to a pre -authorization request.
e. In order to complete the subsequent purchase pre -authorization, Merchant shall
transmit a completion message indicating the actual dollar amount of the Debit
Card Transaction, and shall comply with all requirements of a purchase Debit
Card Transaction, at that time, except that entry of a PIN and "swiping" of a Debit
Card is not required to complete the subsequent purchase if these steps were
properly taken in order to pre -authorize such purchase. Such subsequent purchase
shall not be authorized or completed unless the actual dollar amount of the
purchase is less than or equal to the amount specified in the pre -authorization
request.
f. If Merchant initiates pre -authorization requests, it shall support the processing of
partial pre -authorizations.
10) Debit Card Transactions.
a. Merchant shall support the following Debit Card Transactions:
i. Purchases, and
ii. Merchandise credits.
b. Merchant may also support the following Debit Card Transactions if supported by
the applicable EFT Network:
i. Purchase with cashback, and
ii. Balance inquiries.
c. Prohibited Transactions. Merchant shall initiate Transactions only for products or
services approved by Servicer. In no event shall Merchant initiate, allow, or
facilitate a gambling or gaming transaction, or fund a stored value account for
such purposes.
11) Transaction Receipt Requirements. At the time of any Debit Card Transaction (other
than a balance inquiry or pre-authorization request), Merchant shall make available to
each Cardholder a Transaction Receipt that complies fully with all Laws and
containing, at a minimum, the following information:
a. Amount of the Debit Card Transaction;
b. Date and local time of the Debit Card Transaction;
c. Type of Transaction;
d. If during the Debit Card Transaction the Cardholder is prompted to select the type
of account used, then the type of account accessed must be displayed on the
Transaction Receipt;
e. Truncated Debit Card number (showing the final four.(4) digits;
f. Merchant's name and location at which the Debit Card Transaction was initiated;
and
g. Trace or retrieval reference number.
12) Merchandise Returns. Merchant may electronically perform a merchandise return (if
permitted by the applicable EFT Network) for a Debit Card Transaction only at the
same Merchant named on the Transaction Receipt where the original Debit Card
Transaction was initiated. If permitted, a merchandise return requires the following
procedures:
a. The Cardholder must re-enter the PIN on the PIN Pad,
b. The Debit Card must be inserted and "swiped" through the POS Device, and
c. Merchant must transmit the reference number or authorization number and the
exact dollar amount of the Debit Card Transaction to be returned.
13) Balance Inquiries. Merchant may accommodate balance inquiries if the applicable
EFT Network and the Issuer support the balance inquiry function provided that the
Merchant requires that the Cardholder enter their PIN on the PIN Pad and insert and
"swipe" the Debit Card through the POS Device.
14) Purchase With Cash Back. Merchant may offer purchase with cashback Transactions
pursuant to the following procedures:
a. For each purchase with Cash Back, Merchant shall transmit in its Transaction
message the amount of cash given to the Cardholder (if permitted by Servicer's
Debit System).
b. If a request for Authorization of a purchase with Cash Back is denied solely
because the cash requested exceeds the Debit Card Issuer's limit on cash
withdrawals, Merchant shall inform the Cardholder of the reason for the denial
and that a new purchase Transaction in the amount of the purchase alone might be
approved.
c. The amount of Cash Back may be limited by the EFT Networks or Issuer.
15) Technical Problems. Merchant shall ask a Cardholder to use an alternative means of
payment if the Servicer Debit System, the POS Device, or the PIN Pad is inoperative,
the electronic interface with any EFT Network is inoperative, or the magnetic stripe
on a Debit Card is unreadable, and Merchant elects not to or is unable to store Debit
Card Transactions.
16) Adjustment. A Debit Card Transaction may be adjusted if an error is discovered
during Merchant's end -of -day balancing only by means of a written request from
Merchant to Servicer. The request for adjustment must reference a settled Debit Card
Transaction that is partially or completely erroneous or a denied pre -authorize
Transaction for which the pre -authorization request was approved. An adjustment
must be completed within forty-five (45) days after the date of the original Debit Card
Transaction.
17) Termination/Suspension. When requested by any EFT Network in its sole discretion,
Merchant will immediately take action to: (i) eliminate any fraudulent or improper
Transactions; (ii) suspend the processing of Debit Card Transactions; or (iii) entirely
discontinue acceptance of Debit Card Transactions.
18) TOS. Except as supplemented herein, the TOS remains unaltered and in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum, as of
' fc , 2009.
MERCHANT
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INTERCHANGE
AND NETWORK PRICING
For
Electronic Payment — Merchant Services
INTERCHANGE PRICING: a detailed list of the various "Levels" of Cards
offered by VISA and MasterCard, and the related pricing for each card is
included in this Section. Once the City begins accepting debit and credit
cards, any of these cards may be used for payment. Each card is uniquely
coded to identify the type of card. Elavon, the merchant services provider,
will pick up this information from the individual transaction data and apply
the proper fees to the transactions.
Card Organizations do not allow the merchants to promote or restrict the use
of any one card over another. (For more detailed information regarding Card
Organizations rules and regulations for use of their cards, refer to the Merchant Services
— Terms of Service Agreement or the Merchant Operating Guide, enclosed.)
NETWORK PRICING: a list of the pricing variables related to the use of
pin -based debit cards is included in this Section. Similar to the pricing
schedule for credit cards, the debit card and processing network utilized will
determine the pricing of a given transaction.
Note: The enclosed Interchange and Network Pricing schedules are
included, by reference, into the Agreement. The Interchange and Network
pricing schedules are not negotiable and are subject to change at any time.
PIN Debit Pricing
1
2
Accel
0 65%
$0 12
$0.03
Cost per
0 95% +$0 15
$0.60
Usage
Star
0.75%
IC
Switch Fee
Txn
1 05% + $0 18
$0.65
by
Interlink
IC %
Per Item
Per Auth
(% or $)
Total
Cap
Card
Accel
0 65%
$0 12
$0.03
0.30%
0 95% +$0 15
$0.60
7.5%
Star
0.75%
$0 15
$0 03
0.30%
1 05% + $0 18
$0.65
31.3%
Interlink
0 75%
$0.15
$0.04
0.30%
1 05% + $0 19
No Cap
49.1%
Maestro
0 75%
$0.15
$0.03
0.30%
1 05% + $0 18
No Cap
5.8%
NYCE
0 75%
$0.15
$0 04
0.30%
1 05% + $0 19
No Cap
0.9%
Pulse
0.75%
$0 10
$0 07
0.30%
1 05% + $0.17
No Cap
1.1%
Shazam
0 75%
$0.20
$0.04
0.30%
1 05% + $0.24
$0.65
0.0%
NETS
0 75%
$0 15
$0 04
0.30%
1.05% + $0 19
$0.50
0.0%
AFFN
0.65%
$0.12
$0 03
0.30%
0.95% + $0.15
$0.50
0.3%
CU 24
0 75%
$0 12
$0.03
0.30%
1.05% + $0.15
$0.75
3.2%
Alaska
$0.00
$0.26
0.30%
0.30% + $0.26
No Cap
0.7%
Notes:
Pricing is determined by adding IC + IC per Item + Switch Fee + Cost per transaction. IC/IC Per Items and Switch Fee are not negotiable.
IC pricing is set by Issuing Banks and is subject to change without notice.
02-23-09 Updated Debit Crd.Pricing Sched.fr US Bk; Modified working Format
\\Apollo\Users\ranson\PROJECTS\Fin.Div\Merchant Services - EIec.Bill Pay\US Bank\MSA - Merchant\02-24-09 Modified Format - Debit Netwk Pricing Sched.of 2-23-09.xls
Visa Interchange Categories Effective Oct 2008
Debit Interchange Category
% Rate + Per Item
General Requirements
CPS Retail Check Card
1 03% + $0 15
Cardholder and card present, signature obtained, single electronic authorization, merchant name,
city, and state included in authorization, read & transmit complete magnetic stripe, transaction
settled within 1 day of authorization, authorization response data included in settled transaction.
Clearing amount must equal authorization amount except for the following sic codes . 4121, 5813,
7230, 7298
CPS Card Not Present
1 60% + $0 15
Single electronic authorization, authorization must include Address Verification (AVS), order
number, and customer service number, purchase date equal to shipping date and within 7 days of
authorization, transaction settled on or 1 day after purchase/shipping date, Settled amount must
equal authorized amount, authorization response data included in the settled transaction. **MOTTO
merchants should qualify here.
CPS Retail Key Entered
1 60% + $0 15
Single electronic authorization, authorization must include Address Verification (AVS) with exact
match, order number, and customer service number, purchase date equal to shipping date and
within 7 days of authorization, transaction settled on or 1 day after purchase/shipping date, Settled
amount must equal authorized amount, authorization response data included in the settled
transaction.
CPS Passenger Transport
1 60% + $0 15
1.36% + $0 15
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 7 days of
authorization, authorization response data included in settled transaction. Transactions must
include address verification request, ticket number and passenger itinerary information.
Cardholder and card present, signature obtained, incremental electronic authorizations permitted,
original authorization must include expected duration of stay/car rental, read & transmit complete
magnetic stripe, (key entered transactions with the Preferred Customer indicator included in the auth
request), folio/car rental agreement number required in clearing data, settled amount must be within
15% of total amount authorized, transaction date must be check out/car return date, transaction
settled within 1 day of check out, authorization response data included in settled transaction.
CPS Hotel/Car Rental
CPS Retail 2 (Developing Markets only)
0.80% + $0.25
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 1
days of authorization, authorization response data included in settled transaction.
Transactions must be from one of the following sic codes: 9211, 9222, 9399, 8211, 8220,
8299, 5960, 6300, 4899, 5968, 5983, 8351, 8398.
Utility
0.00% + $0.75
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 1
days of authorization, authorization response data included in settled transaction.
Transactions must be from a 4900 sic code. Registration is required and the assigned MW
value must be passed to Visa in the settlement record.
CPS Automated Fuel
0 70% + $0 17****
Cardholder and card present, single electronic authorization, read & transmit complete magnetic
stripe, transaction settled within 1 day of authorization, authorization response data included in
settled transaction. Merchant name and location sent in authorization request. A $1 status check is
performed on the authorization and clearing amount must be less than or equal to $125 Cap at
$0.95, beginning July 18, 2008 through Oct 2009
CPS Small Ticket
1.55% + $0 04
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, authorization response
data included in settled transaction. Sic code is 4111, 4121, 4131, 4787, 5812, 5814, 5994, 7211,
7216, 7338, 7523, 7542, 7832 or 7841 and transaction is less than $15 00. Cardholder activated
terminal transactions are not eligible.
CPS Restaurant
1 19% + $0.10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, authorization response
data included in settled transaction. Sic code is 5812 or 5814
4a
CPS Service Station
0
70%
+ $0 17****
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, authorization response
data included in settled transaction. Sic code is 5541
CPS E -Commerce Basic
1
0
60%
35%
+ $0 15
+ $0 50
Single electronic authorization, authorization must include Address Verification (AVS), order
number, and customer service number, purchase date equal to shipping date and within 7 days of
authorization, transaction settled on or 1 day after purchase/shipping date, Settled amount must
equal authorized amount, authorization response data included in the settled transaction.
MOTO/ECI Indicator should be a 7 for secure internet transaction. **Internet merchants should
qualify at this rate
Transaction must be a consumer debit card, available only for consumer debit cards for auto loans,
credit card payments, mortgage payments, and student loans, CPS qualified, Sic code 6012 or
6051, registered with Visa, and include Bill Pay indicator
CPS Debt Repayment
CPS Debit Tax Payment
0
0
00%
00%
+ $2.50
+ $0 00
Transaction must be a consumer debit card, CPS qualified, Sic code 9311, registered with Visa, and
equal to or greater than $4 00
Must be less than $3.95, debit cards only This is for the Convenience Fee for Tax Payments.
CPS Debit Tax Payment - Convenience
Fee
EIRF
1
1
75%
90%
+ $0.20
+ $0.25
Electronically authorized and settled transaction without CPS compliance data elements, transaction
settled within 2 days of authorization.
Transaction settled 3 or more days after authorization, or paper processed.
Standard
`*"* $0.95 Cap begins July 18, 2008 (through Oct 2009)
Consumer/Corporate
Interchange Category
% Rate + Per Item
General Requirements
CPS Retail Supermarket
1 54% + $0 10
1.24% + $0 05
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, authorization response
data included in settled transaction.
CPS Rewards 1
1 65% + $0 10
Transaction meets the requirements for either CPS Retail or CPS Supermarket.
CPS Rewards 2
1 90% + $0 10
Transactions meets the requirements for either CPS Restaurant, CPS Card Not Present, CPS E -
Commerce Basic, CPS Hotel/Auto Rental, CPS Retail Key Entered or CPS Passenger Transport.
CPS Retail 2 (Developing Markets only)
1.43% + $0.05
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 1
days of authorization, authorization response data included in settled transaction.
Transactions must be from one of the following sic codes: 9211, 9222, 9399, 8211, 8220,
8299, 5960, 6300, 4899, 5968, 5983, 8351, 8398.
Utility
0.00% + $0.75
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 1
days of authorization, authorization response data included in settled transaction.
Transactions must be from a 4900 sic code. Registration is required and the assigned MVV
value must be passed to Visa in the settlement record.
CPS Hotel/Car Rental
1.58% + $0 10
Cardholder and card present, signature obtained, incremental electronic authorizations permitted,
original authorization must include expected duration of stay/car rental, read & transmit complete
magnetic stripe, (key entered transactions with the Preferred Customer indicator included in the auth
request), folio/car rental agreement number required in clearing data, settled amount must be within
15% of total amount authorized, transaction date must be check out/car return date, transaction
settled within 1 day of check out, authorization response data included in settled transaction.
CPS Card Not Present
1 85% + $0 10
Single electronic authorization, authorization must include Address Verification (AVS), order
number, and customer service number, purchase date equal to shipping date and within 7 days of
authorization, transaction settled on or 1 day after purchase/shipping date, Settled amount must
equal authorized amount, authorization response data included in the settled transaction. **MO/TO
merchants should qualify here.
P 2/5 4a
CPS Retail Key Entered
1.85% + $0.10
Single electronic authorization, authorization must include Address Verification (AVS) with exact
match, order number, and customer service number, purchase date equal to shipping date and
within 7 days of authorization, transaction settled on or 1 day after purchase/shipping date, Settled
amount must equal authorized amount, authorization response data included in the settled
transaction.
CPS E -Commerce Basic
1 85% + $0 10
1 80% + $0 10
Single electronic authorization, authorization must include Address Verification (AVS), order
number, and customer service number, purchase date equal to shipping date and within 7 days of
authorization, transaction settled on or 1 day after purchase/shipping date, Settled amount must
equal authorized amount, authorization response data included in the settled transaction.
MOTO/ECI Indicator should be a 7 for secure internet transaction. **Internet merchants should
qualify at this rate
Single electronic authorization, authorization must include Address Verification (AVS) and 3-D
Secure attempt, order number, and customer service number, purchase date equal to shipping date
and within 7 days of authorization, transaction settled on or 1 day after purchase/shipping date,
Settled amount must equal authorized amount, authorization response data included in the settled
transaction. **Internet merchants should qualify at this rate
CPS E -Commerce Preferred
CPS Small Ticket
1 65% + $0 04
1 54% + $0 10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, authorization response
data included in settled transaction. Sic code is 4111, 4121, 4131, 4787, 5812, 5814, 5994, 7211,
7216, 7338, 7523, 7542, 7832 or 7841 and transaction is less than $15 00 Cardholder activated
terminal transactions are not eligible.
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, authorization response
CPS Restaurant
CPS Service Stations
1 15% + $0.25
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, authorization response
data included in settled transaction. Sic code is 5541
EIRF
2.30% + $0 10
2.70% + $0 10
1 15% + $0.25
Electronically authorized and settled transaction without CPS compliance data elements, transaction
settled within 2 days of authorization.
Transaction settled 3 or more days after authorization, or paper processed.
Cardholder and card present, single electronic authorization, read & transmit complete magnetic
stripe, transaction settled within 1 day of authorization, authorization response data included in
settled transaction. Merchant name and location sent in authorization request. A $1 status check is
performed on the authorization and clearing amount must be less than or equal to $125.
Standard
CPS Automated Fuel
CPS Passenger Transport
1 75% + $0 10
2.30% + $0 10
2.70% + $0 10
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 7 days of
authorization, authorization response data included in settled transaction. Transactions must
include address verification request, ticket number and passenger itinerary information.
Signature card accepted at T&E location. Cardholder and card present, signature obtained, single
electronic authorization, read & transmit complete magnetic stripe, transaction settled within 1 day of
authorization, authorization response data included in settled transaction.
Signature card accepted at T&E location. Transaction is not CPS qualified.
Signature Card Electronic
Signature Card Standard
Infinite Card Electronic
2.14% + $0 10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, authorization response
data included in settled transaction.
Infinite Card Standard
2.63% + $0.10
0.00% + $1.50
Transaction is not CPS qualified.
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 1
days of authorization, authorization response data included in settled transaction.
Transactions must be from a 4900 sic code. Registration is required and the assigned MW
value must be passed to Visa in the settlement record. Must be Visa Business card. Must
also include sales tax and customer code.
Utility Business
GSA Purchasing Card Large Ticket 1.20% + $39 00
GSA card transaction accepted at non-T&E merchant location. Transaction amount must be greater
than $6484 00 and include Level 2 and Level 3 Purchasing card data.
P 3/5 4a
Additional Processing Requirements
1 Visa Corporate, Business and Purchasing Card transactions accepted at Non-T&E locations must include additional data (sales tax) in addition to the standard CPS
requirements Tax exempt transactions are not eligible for Level II interchange programs.
2. Transactions at lodging locations without the lodging addendum record will receive the EIRF rate,
Dealers, Child Care, Charitable Organizations.
4 Utilities must be registered with Visa.
5 Signature card transactions accepted at non-T&E locations that are CPS qualified will receive either CPS Rewards 1 or CPS Rewards 2. Non CPS qualified
6. Foreign cards transaction that are accepted in the U S and are CPS qualified will receive the CPS consumer card rates, non -CPS qualifed transations will receive
The above is a general description of categories, rates and qualification criteria, is distributed for your information only and is not intended to be used for interchange
P 5/5
Signature Preferred Retail
2.10%
2.10%
+ $0
+ $0
10
10
Signature Preferred Card accepted at Non-T&E location that meets criteria for CPS Retail, CPS
Supermarket, CPS Retail Key Entry, CPS Small Ticket. Level 2 data not required
Signature Preferred Card accepted at Non-T&E location that meets criteria for any CPS program.
MCC code must be 0780, 1799, 2741, 2791, 2842, 4214, 5021, 5039, 5044, 5046, 5047, 5051,
5065, 5074, 5085, 5099, 5131, 5137, 5139, 5169, 5192, 5193, 5198, 5199, 6300, 7311, 7333, 7349,
7361, 7372, 7375, 7379, 7392, 7399, 7829, 8734, 8931, 8999 Level 2 data not required
Signature Preferred B2B
Signature Preferred Electronic 2.30%
+ $0
10
Signature Preferred Card accepted at T&E location, transaction settled within 2 days of authorization
Signature Preferred Standard
2.70%
1.80%
1 80%
1 10%
1 60%
1 80%
0 40%
+ $0
+ $0
+ $0
+ $0
+ $0
+ $0
+ $0
10
00
00
00
00
00
00
Signature Preferred Card accepted at T&E location, transaction settled 3 or more days after
authorization, OR accepted at a non-T&E location that is non -CPS Compliant.
Signature Preferred card transaction accepted at US Territory merchant location, key entered,
authorization code in clearing record and settled within 4 days of authorization.
Signature Preferred transaction accepted at US Territory merchant location, magnetic stripe read,
authorization code in clearing record and settled within 4 days of authorization.
Transaction accepted at US Territory merchant location, magnetic stripe read, authorization code in
clearing record and settled within 4 days of authorization.
Transaction accepted at US Territory merchant location, key entered, authorization code in clearing
record and settled within 4 days of authorization.
Commercial card transaction accepted at US Territory merchant location, authorization code in
clearing record and settled within 4 days of authorization.
This fee is assessed on any transaction taken at a US Merchant from a cardholder outside the US
International Merchant Signature
Preferred
Signature Preferred Interregional - Airline
International Electronic
International Standard
International Commercial Card
International Service Assessment
Visa Assessments
0.0925%
'
Charged on gross sales volume
Additional Processing Requirements
1 Visa Corporate, Business and Purchasing Card transactions accepted at Non-T&E locations must include additional data (sales tax) in addition to the standard CPS
requirements Tax exempt transactions are not eligible for Level II interchange programs.
2. Transactions at lodging locations without the lodging addendum record will receive the EIRF rate,
Dealers, Child Care, Charitable Organizations.
4 Utilities must be registered with Visa.
5 Signature card transactions accepted at non-T&E locations that are CPS qualified will receive either CPS Rewards 1 or CPS Rewards 2. Non CPS qualified
6. Foreign cards transaction that are accepted in the U S and are CPS qualified will receive the CPS consumer card rates, non -CPS qualifed transations will receive
The above is a general description of categories, rates and qualification criteria, is distributed for your information only and is not intended to be used for interchange
P 5/5
GSA G2G
1 65% + $0 10
0 95% + $35 00
1.80% + $0 10
GSA card transaction accepted at MCC 9399 or 9402. Level 2 or 3 data is NOT required. However,
a valid Visa assigned MVV is required.
Transaction taken on a non -GSA purchasing card that meets CPS criteria and has level III data
supplied. Registration is required and costs $1000 Registered merchants will be assigned an MVV
value All non-T&E merchants are eligible for registration.
Transaction taken on a purchasing card that meets CPS criteria and has level III data supplied.
GSA cards are now allowed with Level 3 data and transaction amount less than $6,484
Purchasing Large Ticket
Purchasing Card Level III Data
Corporate Card Level II Data
2.05% + $0 10
Transaction taken on a corporate card that meets CPS criteria and has level II data supplied. Tax
exempt transactions are not eligible for this program.
Business Card Level II Data 2.05% + $0 10
Transaction taken on a business card that meets CPS criteria and has level II data supplied. Tax
exempt transactions are not eligible for this program.
Purchasing Card Level II Data
2.05% + $0 10
Transaction taken on a purchasing card that meets CPS criteria and has level II data supplied. Tax
exempt transactions are not eligible for this program.
Commercial Card Retail Corporate
2.10% + $0 10
2.20% + $0 10
2.30% + $0 10
2.25% + $0 10
2.20% + $0 10
2.55% + $0 10
2.10% + $0 10
Transaction taken on a corporate card that meets the criteria for CPS Retail, CPS Supermarket,
CPS Retail Key Entered, CPS Small Ticket, CPS Automated Fuel, or CPS Service Station.
Transaction does not meet level II data requirements.
Transaction taken on a business card that meets the criteria for CPS Retail, CPS Supermarket, CPS
Retail Key Entered, CPS Small Ticket, CPS Automated Fuel, or CPS Service Station. Transaction
does not meet level II data requirements
Transaction taken on a purchasing card that meets the criteria for CPS Retail, CPS Supermarket,
CPS Retail Key Entered, CPS Small Ticket, CPS Automated Fuel, or CPS Service Station.
Transaction does not meet level II data requirements.
Transaction taken on a business card that meets the criteria for CPS Card Not Present, CPS E-
commerce Basic, CPS E-commerce Preferred, CPS Retail 2, or CPS Account Funding. Transaction
does not meet level II data requirements.
Transaction taken on a corporate card that meets the criteria for CPS Card Not Present, CPS E-
commerce Basic, CPS E-commerce Preferred, CPS Retail 2, or CPS Account Funding. Transaction
does not meet level II data requirements.
Transaction taken on a purchasing card that meets the criteria for CPS Card Not Present, CPS E-
commerce Basic, CPS E-commerce Preferred, CPS Retail 2, or CPS Account Funding. Transaction
does not meet level II data requirements. ,
Transaction taken on a business, corporate, or purchasing card that meets CPS criteria but does not
meet level II data requirements. MCC code must be 0780, 1799, 2741, 2791, 2842, 4214, 5021,
5039, 5044, 5046, 5047, 5051, 5065, 5074, 5085, 5099, 5131, 5137, 5139, 5169, 5192, 5193, 5198,
5199, 6300, 7311, 7333, 7349, 7361, 7372, 7375, 7379, 7392, 7399, 7829, 8734, 8931, 8999.
Commercial Card Retail Business
Commercial Card Retail Purchasing
Business Card Not Present
Corporate Card Not Present
Purchasing Card Not Present
Commerical Card Business to Business
Corporate Card Electronic
2.25% + $0 10
2.40% + $0 10
Corporate Card accepted at T&E location, transaction settled within 2 days of authorization and CPS
Compliant OR transaction at a non-T&E location with additional data (customer code and Sales
Tax) that is non -CPS Compliant.
Business Card accepted at T&E location, transaction settled within 2 days of authorization and CPS
Compliant OR transaction at a non-T&E location with additional data (customer.code and Sales
Tax) that is non -CPS Compliant.
Business Card Electronic
Purchasing Card Electronic
2.65% + $0 10
Purchasing Card accepted at T&E location, transaction settled within 2 days of authorization and
CPS Compliant OR transaction at a non-T&E location with additional data (customer code and
Sales Tax) that is non -CPS Compliant.
Purchasing Card Electronic w/ Data
2.65% + $0 10
Purchasing Card transaction at a non-T&E location with level 3 data that is non -CPS Compliant.
Commercial Card Standard
2.95% + $0 10
Commercial Card accepted at T&E location, transaction settled 3 or more days after authorization.
OR accepted at a non-T&E location without additional data (customer code and/or sales tax) that is
non -CPS Compliant
Signature Preferred Card Not Present
2.30% + $0 10
Signature Preferred Card accepted at Non-T&E location that meets criteria for CPS Card Not
Present, CPS Electronic Commerce Preferred, CPS Electronic Commerce Basic, CPS Retail 2,
CPS Account Funding. Level 2 data not required
P 4/5 4a
MasterCard Interchange Categories Effective Oct 2008
Debit Interchange
Category
% Rate + Per Item
General Requirements
Merit III
Supermarket .
Warehouse Club
1.05% + $0.15
1 05% + $0 15
1.05% + $0.15
($.35 Cap)
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction.
Key Entered
1.64% + $0.16
Cardholder and card present at time of authorization, signature obtained, single electronic authorization,
transaction settled within 1 day of authorization, Banknet reference number and Banknet date required
in clearing transaction.
Merit 1
1.64% + $0.16
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction.
Merit! - Real Estate
1.10% + $0.00
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction, and
Real Estate SIC code 6513.
Utility
0.00% + $0„45
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 1 days of
authorization, authorization response data included in settled transaction. Transactions must
be from a 4900 sic code. Registration is required and the assigned registration code must be
passed to MasterCard in the settlement record.
Standard
1 90% + $0.25
Transaction settled within 29 days of authorization or missing required data elements.
Merchant UCAF
1.05% + $0 15
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security only.
Full UCAF
1.15% + $0.15
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security and Cardholder verification.
Service Industries
1.15% + $0.05
Recurring payment transactions from one of the following sic codes. 4812, 4814, 4899, 4900, 5960, and
6300. Merchant must be registered with MasterCard and participate in MasterCard's RepeatPay
marketing program. Transactions are non face-to-face, single electronic authorization and settled
within 1 day of authorization.
Travel Industries Premier
Service
1.36% + $0 15
Single electronic authorization must include "Premier" indicator, transaction settled within 1 day of
authorization, Banknet reference number and Banknet date required in clearing transaction. Must be
qualified and registered travel merchant from lodging, car rental or cruise line merchant segments.
"Premier" clearing records must contain a 635 lodging or car rental addendum record.
Small Ticket
1.55% + $0.04
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction. Sic code is 4111, 4121, 5499, 5812, 5814, 7523,
7832 or 7841 and transaction is less than $15.00.
p 1/11
4a
Petroleum - CAT/AFD
0.70% + $0.17
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction. CAT Indicator must be present.
Petroleum - Service Stations
0.70% + $0.17
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction. Sic code is 5541.
Restaurant
1.19% + $0.10
Cardholder and card present, signature obtained, single electronic authorization, -read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction. Sic code is 5812 or 5814.
Emerging Market
0.80% + $0.25
Cardholder and card present, signature obtained, single electronic authorization, read &
transmit complete magnetic stripe, transaction settled within 1 day of authorization, Banknet
reference number and Banknet date required in clearing transaction. Sic code is 4111, 4784,
4899, 4900, 9211, 9222, 9223, 9311, 9399, 9402, 8211, 8220, 8299, 5960, or 6300.
Consumer/Corporate
Interchange Category
% Rate + Per Item
General Requirements
Merit III
1 58% + $0.10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
Supermarket
1.48% + $0..05
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
Club
1.10% + $0 00
and Banknet date required in clearing transaction.
_Warehouse
Key Entered
1.89% + $0..10
Cardholder and card present at time of authorization, signature obtained, single electronic authorization,
transaction settled within 1 day of authorization, Banknet reference number and Banknet date required
in clearing transaction.
Merit I
1.89% + $0 10
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction.
Merit I - Insurance
1.43% + $0.05
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction, and
Insurance SIC code 5960 or 6300
Merit I - Real Estate
1.10% + $0 00
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction, and
Real Estate SIC code 6513.
Utility
0.00% + $0.65
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 1 days of
authorization, authorization response data included in settled transaction. Transactions must
be from a 4900 sic code. Registration is required and the assigned registration code must be
passed to MasterCard in the settlement record.
Petroleum
1.90% + $0.00
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
($.95 Cap)
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction. Sic code is 5541 or 5542.
Standard
2.95% + $0.10
Transaction settled within 29 days of authorization or missing required data elements.
p 2/11
4a
Merchant UCAF
1.58% + $0.10
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security only.
Full UCAF
1.68% + $0..10
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security and Cardholder verification.
Corporate Face to Face
(Business Cards)
2.32% + $0..10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date, sales tax amount and customer code required in clearing transaction and includes
635 Purchasing Card Format 1 addendum record with merchant location zip code, merchant
state/providence code. Valid Federal Taxpayer Identification number is required. MC Business card.
Corporate Face to Face
(Corporate Cards)
2.05% + $0 10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date, sales tax amount and customer code required in clearing transaction and includes
635 Purchasing Card Format 1 addendum record with merchant location zip code, merchant
state/providence code. Valid Federal Taxpayer Identification number is required. MC Corporate cards.
Corporate Face to Face
(Fleet Cards)
2.45% + $0.10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date, sales tax amount and customer code required in clearing transaction and includes
635 Purchasing Card Format 1 addendum record with merchant location zip code, merchant
state/providence code. Valid Federal Taxpayer Identification number is required. MC Fleet cards.
Corporate Face to Face
(Purchasing Cards)
2.33% + $0.10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date, sales tax amount and customer code required in clearing transaction and includes
635 Purchasing Card Format 1 addendum record with merchant location zip code, merchant
state/providence code. Valid Federal Taxpayer Identification number is required. MC Purchasing card.
Corporate Face to Face
Petroleum
2 05% + $0.00
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date, sales tax amount and customer code required in clearing transaction and includes
635 Purchasing Card Format 1 addendum record with merchant location zip code, merchant
state/providence code. Valid Federal Taxpayer Identification number is required. Sic is 4468, 5499,
5983, 7511, 9752, 5541 or 5542.
Corporate T&E Rate III
2.15% + $0.10
Commercial Card accepted at lodging, car rental, or passenger railway location, single electronic
authorization, transaction settled within 2 days of authorization, Banknet reference number and
Banknet date and market specific data required in clearing transaction. Valid Federal Taxpayer
Identification number is required.
p 3/11
4a
Corporate T&E Rate II
2 20% + $0.10
2.35% + $0.00
Commercial Card accepted at lodging, car rental, or passenger railway location, single electronic
authorization, transaction settled within 2 days of authorization, Banknet reference number and
Banknet date and market specific data required in clearing transaction. Valid Federal Taxpayer
Identification number is required.
Commercial Card accepted at T&E location, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction.
Valid Federal Taxpayer Identification number is required.
Corporate T&E Rate I
Corporate Data Rate III, II, I
(Commercial Cards must
meet the following plus the
specific requirements below)
Single electronic authorization, transaction settled within 2 days of authorization, Banknet reference
number and Banknet date required in clearing transaction, accepted at a non-T&E location. Valid
Federal Taxpayer Identification number is required.
Corporate Data Rate III
(Applicable only to
Purchasing Cards)
1.75% + $0 00
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code, tax ID number, merchant type code, tax amount, customer code and the 635
Purchasing Card Format 2 record.
Corp Data Rate II Business
2 32% + $0.10
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code, tax ID number, merchant type code, tax amount, customer code. MC Business
card.
Corp Data Rate II Corp
2.05% + $0.10
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code, tax ID number, merchant type code, tax amount, customer code. MC Corporate
card.
Corp Data Rate II Fleet
2.45% + $0 10
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code, tax ID number, merchant type code, tax amount, customer code. MC Fleet card.
Corp Data Rate II
Purchasing
2.33% + $0.10
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code, tax ID number, merchant type code, tax amount, customer code. MC Purchasing
card
Corp Data Rate II Petroleum
2.05% + $0.00
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code, tax ID number, merchant type code, tax amount, customer code. Sic is 4468,
5499, 5983, 7511, 9752, 5541 or 5542.
Corporate Data Rate I
2.65% + $0.10
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code.
Corporate Standard
2.95% + $0.10
Commercial Card transaction settled within 29 days of authorization, or missing required data elements.
Corporate Large Ticket 1
1.20% + $40.00
Commercial Card transactions, accepted at non-T&E locations, level III data submitted, transaction
amount between $7,273 and $24,999.
Corporate Large Ticket 2
1.20% + $40.00
Commercial Card transactions, accepted at non-T&E locations, level III data submitted, transaction
amount between $25,000 and $100,000.
Corporate Large Ticket 3
1.20% + $40.00
Commercial Card transactions, accepted at non-T&E locations, level III data submitted, transaction
amount above $100,000.
p. 4/11
4a
International Business and
Purchasing Cards (must
meet the following plus the
specific requirements below)
Single electronic authorization, read & transmit complete magnetic stripe, Banknet reference number
and Banknet date required in clearing transaction.
Int'I Corp Purch. Data Rt II 1
(Applicable only to
Purchasing cards)
2.30% + $0.00
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province/country code, tax ID number, tax amount, customer code, transaction settled within 4
days of authorization.
Int'I Corporate Purchasing 1
2.60% + $0 00
Purchasing Card transaction settled within 29 days of authorization, or missing required data elements.
Int'I Corporate 1
2 60% + $0 00
Commercial Card transaction settled within 29 days of authorization, or missing required data elements
Int'I Corporate Large Ticket 1
1.50% + $30.00
Commercial Card transactions will receive this rate when they have achieved either International
Purchasing or International Purchasing Data Rate II and this rate is a lower effective rate than the
achieved rate, transaction settled within 29 days of authorization. Valid Federal Taxpayer Identification
number is required.
International Electronic 1
1.91% + $0 00
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 4 days of authorization, Banknet reference number
and Banknet date required in clearing transaction.
International Standard 1
2.44% + $0.10
Transactions not meeting the International Electronic Interchange qualifications, transaction
electronically authorized and settled within 29 days of authorization.
Int'I Full UCAF 1
2.35% + $0.10
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security and Cardholder verification.
Int'I Merchant UCAF 1
2.25% + $0.10
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security only.
Service Industries
1.15% + $0.05
Recurring payment transactions from one of the following sic codes. 4812, 4814, 4899, 4900, 5960, and
6300. Merchant must be registered with MasterCard and participate in MasterCard's RepeatPay
marketing program. Transactions are non face-to-face, single electronic authorization and settled
within 1 day of authorization.
Convenience Purchases
1.90% + $0.00
Cardholder and card present at the time of the transaction, single electronic authorization, read &
transmit complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference
number and Banknet date required in clearing transaction. Transactions taken by Fast Food,
Convenience Stores, Service Stations, Fuel Dispensers, Motion Picture Theaters, and Taxi Cab
Services.
Travel Industries Premier
Service
1.74% + $0.10
Single electronic authorization must include "Premier" indicator, transaction settled within 1 day of
authorization, Banknet reference number and Banknet date required in clearing transaction. Must be
qualified and registered travel merchant from lodging, car rental or cruise line merchant segments.
"Premier" clearing records must contain a 635 lodging or car rental addendum record.
p 5/11
4a
Public Sector
1.55% + $0.10
Card present and not present at time of authorization, single electronic authorization,
transaction settled within 2 days of authorization, Banknet reference number and Banknet date
required in clearing transaction. Eligible sic codes are 4111, 4784, 9211, 9222, 9223, 9311, 9399,
or 9402.
Electronic Payment Account
0.00% + $0.00
Must be a MC Electronic Fleet card. Can be any entry method.
MasterCard Assessments
0.095%
Charged on gross sales volume
1 Includes Acquirer Program support fee of 0,45% and Cross Border assessment fee of 0 30%
Enhanced MasterCard
Interchange Category
% Rate + Per Item
General Requirements
Merit III
1.73% + $0 10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
Supermarket
1.48% + $0 05
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
Warehouse Club
1.10% + $0.00
and Banknet date required in clearing transaction.
Key Entered
2.04% + $0.10
Cardholder and card present at time of authorization, signature obtained, single electronic authorization,
transaction settled within 1 day of authorization, Banknet reference number and Banknet date required
in clearing transaction.
Merit I
2.04% + $0.10
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction
Merit I - Insurance
1 43% + $0.05
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction, and
Insurance SIC code 5960 or 6300.
Merit I - Real Estate
1.10% + $0 00
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction, and
Real Estate SIC code 6513.
Utility
0.00% + $0..65
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 1 days of
authorization, authorization response data included in settled transaction. Transactions must
be from a 4900 sic code. Registration is required and the assigned registration code must be
passed to MasterCard in the settlement record.
Standard
2.95% + $0..10
Transaction settled within 29 days of authorization or missing required data elements.
Merchant UCAF
1.73% + $0..10
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security only.
Full UCAF
1.83% + $0 10
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security and Cardholder verification
Service Industries
1.15% + $0 0.5
Recurring payment transactions from one of the following sic codes: 4812, 4814, 4899, 4900, 5960, and
6300. Merchant must be registered with MasterCard and participate in MasterCard's RepeatPay
marketing program. Transactions are non face-to-face, single electronic authorization and settled
within 1 day of authorization.
p. 6/11
4a
Convenience Purchases
1.90% + $0.00
Cardholder and card present at the time of the transaction, single electronic authorization, read &
transmit complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference
number and Banknet date required in clearing transaction. Transactions taken by Fast Food,
Convenience Stores, Service Stations, Fuel Dispensers, Motion Picture Theaters, and Taxi Cab
Merit III
1.73% + $0 10
Services.
_
Public Sector
1.55% + $0.10
Card not present at time -of authorization, single electronic authorization, transaction settled
within 2 days of authorization, Banknet reference number and Banknet date required in clearing
transaction. Eligible sic codes are 4111, 4784, 9211, 9222, 9223, 9311, 9399, or 9402.
Petroleum
1.90% + $0.00
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
Key Entered
($ 95 Cap)
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearin• transaction. Sic code is 5541 or 5542.
World MasterCard
Interchange Category
% Rate + Per Item
General Requirements
Merit III
1.73% + $0 10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
Supermarket
1.58% + $0 05
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
Warehouse Club
1.10% + $0.00
and Banknet date required in clearing transaction.
Key Entered
2.05% + $0 10
Cardholder and card present at time of authorization, signature obtained, single electronic authorization,
transaction settled within 1 day of authorization, Banknet reference number and Banknet date required
in clearing transaction.
Merit I
2.05% + $0.10
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction.
Merit I - Insurance
1.43% + $0.05
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction, and
Insurance SIC code 5960 or 6300.
Merit I - Real Estate
1.10% + $0.00
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction, and
Real Estate SIC code 6513.
Standard
2 95% + $0.10
Transaction settled within 29 days of authorization or missing required data elements.
Utility
0.00% + $0„65
Transaction can be full magnetic stripe read or key -entered. Transaction settled within 1 days of
authorization, authorization response data included in settled transaction. Transactions must
be from a 4900 sic code. Registration is required and the assigned registration code must be
passed to MasterCard in the settlement record.
World MasterCard T&E
2.30% + $0 10
Card accepted at T&E location, single electronic authorization, transaction settled within 2 days of
authorization, Banknet reference number and Banknet date and market specific data required in
clearing transaction.
p. 7/11
4a
Merchant UCAF
1.73% + $0.10
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security only.
Full UCAF
1.83% + $0.10
1.15% + $0 05
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security and Cardholder verification.
Recurring payment transactions from one of the following sic codes: 4812, 4814, 4899, 4900, 5960, and
6300. Merchant must be registered with MasterCard and participate in MasterCard's RepeatPay
marketing program. Transactions are non face-to-face, single electronic authorization and settled
within 1 day of authorization.
_
Service Industries
Convenience Purchases
2 00% + $0.00
Cardholder and card present at the time of the transaction, single electronic authorization, read &
transmit complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference
number and Banknet date required in clearing transaction Transactions taken by Fast Food,
Convenience Stores, Service Stations, Fuel Dispensers, Motion Picture Theaters, and Taxi Cab
Services.
_
Public Sector
1.55% + $0„10
Card present and not present at time of authorization, single electronic authorization,
transaction settled within 2 days of authorization, Banknet reference number and Banknet date
required in clearing transaction. Eligible sic codes are 4111, 4784, 9211, 9222, 9223, 9311, 9399,
or 9402.
Restaurant
1.73% + $0..10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction. Sic code is 5812 or 5814.
Petroleum
2.00% + $0 00
($.95 Cap)
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction. Sic code is 5541 or 5542.
VVorld Elite MasterCard
Interchange Category
% Rate + Per Item
General Requirements
Merit III
Supermarket
VVarehouse Club
2.20% + $0 10
1.90% + $0.05
1.10% + $0 00
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction.
Key Entered
2.50% + $0 10
Cardholder and card present at time of authorization, signature obtained, single electronic authorization,
transaction settled within 1 day of authorization, Banknet reference number and Banknet date required
in clearing transaction.
Merit I
2.50% + $0.10
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction.
Merit I - Insurance
2.20% + $0.10
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction, and
Insurance SIC code 5960 or 6300. ,
p. 8/11
4a
Merit I - Real Estate
2.20% + $0.10
Card not present at time of authorization, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction, and
Real Estate SIC code 6513.
Standard
3.25% + $0.10
Transaction settled within 29 days of authorization or missing required data elements.
Utility
0.00% + $0.75
Transaction can be full magnetic stripe read or key-entered. Transaction settled within 1 days of
authorization, authorization response data included in settled transaction. Transactions must
be from a 4900 sic code. Registration is required and the assigned registration code must be
passed to MasterCard in the settlement record.
World MasterCard T&E
2 75% + $0.10
Card accepted at T&E location, single electronic authorization, transaction settled within 2 days of
authorization, Banknet reference number and Banknet date and market specific data required in
clearing transaction.
Merchant UCAF
2.20% + $0.10
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security only.
Full UCAF
2.30% + $0.10
Consumer card, Card Acceptor ID, Name, Street Address, City, Postal Code and Country Code,
Electronic Commerce Security Level Indicators and Terminal Types for UCAF must be present, settled
within 4 days, and is conducted with Merchant Security and Cardholder verification
Service Industries
1.15% + $0 05
Recurring payment transactions from one of the following sic codes: 4812, 4814, 4899, 4900; 5960, and
6300. Merchant must be registered with MasterCard and participate in MasterCard's RepeatPay
marketing program. Transactions are non face-to-face, single electronic authorization and settled
within 1 day of authorization.
Convenience Purchases
2 00% + $0 00
Cardholder and card present at the time of the transaction, single electronic authorization, read &
transmit complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference
number and Banknet date required in clearing transaction Transactions taken by Fast Food,
Convenience Stores, Service Stations, Fuel Dispensers, Motion Picture Theaters, and Taxi Cab
Services.
Public Sector
1.55% + $0.10
Card present and not present at time of authorization, single electronic authorization,
transaction settled within 2 days of authorization, Banknet reference number and Banknet date
required in clearing transaction. Eligible sic codes are 4111, 4784, 9211, 9222, 9223, 9311, 9399,
or 9402.
Restaurant
1.73% + $0.10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction. Sic code is 5812 or 5814.
Petroleum
2.00% + $0 00
($.95 Cap)
% Rate + Per Item
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date required in clearing transaction. Sic code is 5541 or 5542
General Requirements
World & World Elite
Business Mastercard
Interchange Category
p. 9/11
4a
Corporate Face to Face
(Commercial Cards accepted
at non-T&E locations)
2.32% + $0.10
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date, sales tax amount and customer code required in clearing transaction and includes
635 Purchasing Card Format 1 addendum record with merchant location zip code, merchant
state/providence code. Valid Federal Taxpayer Identification number is required.
Corporate Face to Face
Petroleum
2.20% + $0.00
Cardholder and card present, signature obtained, single electronic authorization, read & transmit
complete magnetic stripe, transaction settled within 1 day of authorization, Banknet reference number
and Banknet date, sales tax amount and customer code required in clearing transaction and includes
635 Purchasing Card Format 1 addendum record with merchant location zip code, merchant
state/providence code. Valid Federal Taxpayer Identification number is required. Sic is 4468, 5499,
5983, 7511, 9752, 5541 or 5542.
Corporate Data Rate III, II, I
(Commercial Cards must
meet the following plus the
specific requirements below)
Single electronic authorization, transaction settled within 2 days of authorization, Banknet reference
number and Banknet date required in clearing transaction, accepted at a non-T&E location. Valid
Federal Taxpayer Identification number is required.
Corporate Data Rate III
1.75% + $0 00
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code, tax ID number, merchant type code, tax amount, customer code and the 635
Purchasing Card Format 2 record.
Corporate Data Rate II
2.32% + $0.10
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code, tax ID number, merchant type code, tax amount, customer code.
Corporate Data Rate II
Petroleum
2.20% + $0..00
636 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code, tax ID number, merchant type code, tax amount, customer code. Sic is 4468,
5499, 5983, 7511, 9752, 5541 or 5542.
Corporate Data Rate I
2.65% + $0.10
635 Purchasing Card Format 1 addendum record with merchant street address, postal code, merchant
state/province code.
Corporate T&E Rate III
2.30% + $0 10
Commercial Card accepted at lodging, car rental, or passenger railway location, single electronic
authorization, transaction settled within 2 days of authorization, Banknet reference number and
Banknet date and market specific data required in clearing transaction. Valid Federal Taxpayer
Identification number is required.
Corporate T&E Rate II
2.35% + $0.10
Commercial Card accepted at lodging, car rental, or passenger railway location, single electronic
authorization, transaction settled within 2 days of authorization, Banknet reference number and
Banknet date and market specific data required in clearing transaction. Valid Federal Taxpayer
Identification number is required.
Corporate T&E Rate I
2.50% + $0.00
Commercial Card accepted at T&E location, single electronic authorization, transaction settled within 2
days of authorization, Banknet reference number and Banknet date required in clearing transaction.
Valid Federal Taxpayer Identification number is required
Corporate Large Ticket 1
1.35% + $40.00
Commercial Card transactions, accepted at non-T&E locations, level III data submitted, transaction
amount between $5,000 and $24,999.
Corporate Large Ticket 2
1.35% + $40.00
Commercial Card transactions, accepted at non-T&E locations, level III data submitted, transaction
amount between $25,000 and $100,000.
Corporate Large Ticket 3
1.35% + $40 00
Commercial Card transactions, accepted at non-T&E locations, level III data submitted, transaction
amount above $100,000.
p 10/11
4a
Corporate Standard
2.95% + $0.10
Commercial Card transaction settled within 29 days of authorization, or missing required data elements.
MasterCard Assessments
0.095%
Charged on gross sales volume
Additional Processing Requirements
1. Travel Agents, Airline, Vehicle Rental, Hotel/Motel, Transportation, and Service merchants are not eligible for the Key Entered rate. Key entered
2. Supermarkets, Warehouse Clubs, Service Industries, Travel Industries, Utilities, and Cardholder Activated Terminal merchants must be registered with
3. Foreign cards that are swiped will be classified as follows: MC Swiped - MC International Electronic Keyed - MC International Standard .
The above is a general description of categorises, rates and qualification criteria, is distributed for your information only and is not intended to be used for
interchange compliance programming or technical specifications. Please call your relationship management representative if you require technical
specifications.
Elavon
Merchant Operating Guide
January 2009
Merchant Operating Guide MOG200901
Table of Contents
About Your Card Program 1
About Transaction Processing 2
General Operating Guidelines 2
Additional Services 4
Processing Transactions 5
Authorization 5
The Electronic Authorization Process 6
Settlement 7
Paying The Merchant For Transactions 7
Transaction Processing Procedures 8
Transaction Processing Restrictions 9
Transaction Receipts 9
Processing Card Not Present Transactions 12
Paper Drafts 15
Processing Credit Transactions 16
Returns And Exchanges 16
Additional Requirements Applicable to PIN -Authorized
Debit Card Transactions 16
Other Transaction Types 18
Recurring Payments and Pre -Authorized Orders 19
Settling Daily Transactions 22
Settling The Daily Batch 22
Paper Deposits 22
Adjustments 23
Preventing Card Fraud 24
Identifying Suspicious Customer Actions 24
Identifying Suspicious Card Not Present Transactions 25
Identifying Valid Cards 26
Unique Credit Card Characteristics 27
Examples Of Tampering 27
Identifying Suspicious Employee Actions 28
Factoring 28
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Code 10 Procedures 29
CODE 10 Authorization Numbers 29
What To Do With An Unauthorized Card 29
Retrieval Requests and Chargebacks 31
Notification Of Retrieval Requests and Chargebacks 31
Retrieval Requests 32
Chargebacks 33
Excessive Activity 34
Dynamic Currency Conversion Transactions 35
Your Responsibilities and Restrictions 35
Face -To -Face Transactions 35
Mail Order & Telephone Order (MO/TO) Transactions 36
Electronic Commerce Transactions 36
Express Service Transactions (Limited T&E Situations) 37
Vehicle Rental or Leasing Authorization
Procedures 38
Preparation Of Transaction Receipts 38
Vehicle Rental Or Leasing Ancillary Charges 39
Lodging Accommodations Authorization
Procedures 40
Preparation Of Transaction Receipts 40
Lodging Accommodations Ancillary Charges 41
Lodging Reservation Service 42
Convenience Fee Requirements 47
Assessment Of Convenience Fees 47
Convenience Fee Requirements 47
Electronic Benefits Transfer (EBT)
Transactions 49
Bill Payment Transactions 50
Acceptance Of Bill Payment Debit Cards 50
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Merchant Operating Guide MOG200901
No Signature Required Transactions 53
General Requirements 53
Wireless Service Transactions 54
Store and Forward Application Transactions 55
General Requirements 55
Electronic Gift Card (EGC) Services 57
Processing Electronic Gift Card Transactions 57
Electronic Gift Card Artwork 58
Petroleum Services 59
Provisions Applicable To All Petroleum Services 59
Merchant's Obligations For Satellite Services 59
Merchant's Obligations For Datawire Services 60
Merchant's Obligations For Voyager Card Acceptance 61
Processing Services in Canada 63
Supplies 68
Additional Resources 69
Payment Network Merchant Information 69
PCI Data Security Standards Information 69
Glossary 71
Elavon
Merchant Operating Guide MOG200901
Chapter
1
About Your Card Program
Thank you for your choosing us as your Servicer. This Merchant Operating Guide contains simple, easy to -read
instructions for processing card transactions with us and minimising the risk of fraud to your business.
This guide is a part of the Agreement with us. Please familiarize yourself with this guide as you are the first line of
defense against fraud. Failure to comply with these guidelines and suggestions may be considered a breach of the
Agreement and may result in financial loss to your business.
Throughout this guide terms that have specific meaning to the Card industry are noted with initially capitalized
letters (e.g., Credit Card, Card Present Transactions). If you are not familiar with these terms, refer to Appendix A,
Glossary for definitions.
TYPES OF CARDS
Types of Cards include:
• Credit Card: A Credit Card is issued by a financial institution or other Credit Card company (called the Issuer)
that extends a line of credit to the Cardholder. A. Credit Card allows the Cardholder to borrow money against
the credit line and to repay the funds with interest if the Balance is carried over from month to month. Visa and
MasterCard Credit Cards (often referred to as "Bank Cards") are issued by banks, while American Express,
Discover Network, and other Credit Cards may be issued by the Card company itself or in some instances by
other financial institutions. There are many Issuers that offer Discover Network, Visa and MasterCard Credit
Cards, making it possible for a Cardholder to have several different Credit Cards, each of which represents its
own line of credit.
• Debit Card: A Debit Card is issued by a financial institution. Purchases made with Debit Cards result in the
immediate withdrawal of funds from the Cardholder's bank account. Debit Cards do not represent a line of
credit; they can only be used to the extent the Cardholder has available funds in the account associated with the
Debit Card. Discover Network, Visa and MasterCard offer Debit Cards m addition to Credit Cards. Debit Cards
that are processed on Credit Card Association networks are typically signature -based Debit Cards, while Debit
Cards that are processed on EFT Networks are generally PIN -based Debit Cards.
• Automated Teller Machine (ATM) Card: An ATM Card is a plastic card issued by a financial institution that
allows a Cardholder to withdraw funds, make deposits, make purchases, or perform other banking functions
against the Cardholder's bank account through an ATM or POS Device.
• Electronic Gift Cards (EGC): EGCs are issued by Merchants at a set dollar amount for future purchases.
When a Cardholder uses an EGC to make a purchase, the Transaction total is deducted from the value
remaining on the Card until the pre -paid amount is spent.
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Merchant Operating Guide MOG200901
• Electronic Benefits Transfer (EBT) Cards: EBT Cards are Cards used by a Cardholder to purchase qualifying
goods or services from a Merchant using government -funded benefits loaded onto the Card. EBT Cards are
used like Debit or ATM Cards (requiring a PIN). When an EBT Card is used to make a purchase, the
Transaction total is deducted from the value remaining in the Cardholder's account until the pre -paid amount is
spent.
ABOUT TRANSACTION PROCESSING
To accept Credit Cards, Debit Cards or other Cards for payment, you process the Transactions through a
Terminal and/or with point-of-sale software. A group of Transactions is called a Batch, and the process of
sending these Transactions to us is called Settlement.
When you settle a Batch, information for each Transaction is sent to clearing networks across the country and
sometimes around the world. Based on each Card number, we send information about a Transaction to the
corresponding Issuer so they can charge the Cardholder. Then, funds for the Transaction are deposited into your
Demand Deposit Account (DDA). Refer to Chapter 2, Processing Transactions, for specific details about
processmg Transactions.
In exchange for these services, you are charged a percentage of each Transaction (known as a Discount), along
with Transaction fees, Authorization fees, and any other fees specified in the Agreement. Fees are deducted
from your DDA on either a monthly or a daily basis.
When a Cardholder does not agree with a Transaction posted to his or her account, the Cardholder can contact
the Issuer and initiate a dispute. In this case, the Transaction amount is debited from your DDA and we send
you a Chargeback notice. In order to protect your nghts, it is important that you respond promptly to any
Chargeback notice you receive. Refer to Chapter 6, Retrieval Requests & Chargebacks, for a detailed
explanation of this process.
GENERAL OPERATING GUIDELINES
When you process Transactions, it is important to keep the following general guidelines in mind:
• Do Not Set Restrictions on Card Transactions: Discover Network, Visa and MasterCard prohibit setting
a minunum or maximum purchase amount. You are also prohibited from adding a surcharge to the
Transaction amount, but you may give a discount from your standard pricing for payment by cash. Card
customers are frequently among your best customers due to their available lines of credit, purchasing
freedom, and their tendency to spend more than cash customers.
• Keep Passwords Secure: Keep all passwords that allow you to access our databases or services secure.
Remember, you are responsible for the actions of anyone who uses your password. If you believe your
password has been compromised or shared with an unauthorized user, please contact us immediately.
• Protect Cardholder Privacy: You may only require a Cardholder's personal information if itis necessary
to complete a Transaction (such as a delivery address and/or telephone number for Card Not Present
Transactions) or if the Voice Authorization Center specifically requests it. You may not refuse to complete
an otherwise valid Card Transaction just because a Cardholder refuses to provide additional identification
or information. Discover Network, Visa and MasterCard regulations prohibit listing a Cardholder's personal
information on the Transaction Receipt because it can expose a Cardholder to increased risk of fraud.
• Plan Ahead for Fees and Chargebacks: Maintain sufficient funds in your DDA to cover all fees,
Chargebacks, or any other adjustments that may occur. Monthly fees are debited from your DDA near the
beginning of each month for the prior month's activity. We recommend that you keep five percent (5%) of
your average monthly processing volume available in your account to cover monthly fees and the
possibility of Chargebacks. Keep in mind that this is only a recommendation and your business may require
additional available funds. For example, businesses that conduct high-risk Transactions (such as Card Not
Present or those with future delivery of products or services) should consider maintaining a higher
percentage of their average monthly processing volume in their account.
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• Keep Cardholder Data Secure: Keep all Transaction Receipts in a locked area that is accessible only to
select personnel. When you dispose of Transaction Receipts after the designated retention penod, make
sure that account numbers and Imprints are rendered unreadable, as criminals can commit fraud with even a
few pieces of Cardholder data. Your customers will not only appreciate your concern and consideration, but
will also gain confidence in your service and integrity.
• Perform Regular Audits: In addition to balancing daily receipts, compare Transaction Receipts to the
register tape to ensure that they match. Periodic reviews help identify potential problems associated with a
specific register or sales associate. Remember, it is your responsibility to address inconsistencies and
educate your staff.
• Know Your Third Party Vendors: If you use software or other services (such as an online "shopping
cart") provided by a third party or value-added reseller (VAR), you may be impacted by and financially
liable for security breaches or system failures. Be sure to acquaint yourself with the third party vendors'
requirements and limitations so you can minimize disruption in service and protect yourself from
unauthorized access. It is your responsibility to ensure that all Cardholder information (including that
accessed or maintained by your third party vendor) is stored in an encrypted and secure environment. You
are responsible for ensuring that any third party vendors that you engage are registered with the Payment
Networks prior to the performance of any contracted services on your behalf.
• Security Program Compliance: You, and any third party vendors that you utilize, must comply with all
applicable requirements of the Payment Card Industry (PCI) Data Security Standard, includmg Visa's
Cardholder Information Security Program (LISP), MasterCard's Site Data Protection Program (SDP) and
the Discover Information Security & Compliance (DISC) program. You must remain in compliance with
these standards as they change.
• Data Compromise: Notify us immediately if you know or suspect that Cardholder information has been
accessed or used without authorization, even if this compromise involves a third party vendor. You must
take immediate steps to preserve all business records, logs and electronic evidence and contact local law
enforcement authorities (including the local FBI and U.S. Secret Service). You must work with us to rectify
any issues that result, including providing us (and obtaming any waivers necessary to provide us with) all
relevant information to verify your ability to prevent future data incidents in a manner consistent with the
Agreement.
• Interchange: Interchange qualification requirements, as defined by the Credit Card Associations, affect the
Merchant's fees or surcharges owed for Transactions: Merchant will pay a higher discount rate, higher fees,
and surcharges for Transactions that do not meet the best rate qualification criteria or have been processed
in a manner other than for which the Merchant was approved.
• Display Of Card Marks. Unless otherwise informed by Servicer, you must prominently display the most
current versions of the Credit Card Association's and EFT Network's names, symbols, and/or service
marks, as appropriate, at or near the POS Device. For Merchants that accept Cards for Electronic
Commerce Transactions, you must display such names, symbols and/or service marks on Internet payment
screens. You may also display such marks on promotional materials to inform the pubhc that such Credit
Cards and Debit Cards will be honored at your place(s) of business. Merchant's use of such marks must
comply with the requirements of each mark's owner. Merchant's right to use or display such marks shall
continue only so long as the Agreement remains in effect and such right shall automatically terminate upon
termination of the Agreement. Merchant must remove the marks immediately upon termination.
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Merchant Operating Guide MOG200901
ADDITIONAL SERVICES
In addition to the traditional Card processing services offered, we also provide the following services:
• Acceptance of American Express, Discover Network, Diners, and/or JCB Cards: If Servicer provides
authorization and/or data capture services to Merchant for American Express, Discover Network, Diners,
and/or JCB Transactions, Merchant agrees to the following, provisions, in addition to the other provisions
set forth in the MOG. If Card Processing Fees are indicated for Discover Network on your Merchant
Application or Schedule A, Schedule of Fees to the Agreement, as applicable, then Servicer provides full
authorization, processing and settlement services for Discover Network Transactions and the Merchant's
Discover Network Transactions must comply with the provisions of the MOG; otherwise, Servicer provides
only authorization and/or data capture services for Discover Network Transactions.
• Address Verification Service (AVS): Allows a Merchant to help prevent fraud by verifying a Cardholder's
billing address prior to completing a Card Not Present Transaction.
• MerchantConnect: Allows a Merchant to manage Transaction data from multiple locations or multiple
merchant accounts via any standard web browser (e.g., Internet Explorer) using a web -based Transaction
reporting and reconciliation system.
• Automated Customer Service (ACS): Allows a Merchant to view detailed reports of Transaction activity,
statement detail, Card type history, and qualification detail using a desktop reporting and accounting
reconciliation application.
• Dynamic Currency Conversion (DCC): Allows a Merchant to offer international Cardholders in the
United States the option at the point-of-sale to pay in their local currency rather than in U.S. Dollars.
• Electronic Check Services (ECS): Allows a Merchant to convert paper checks and other payment
information into electronic Transactions, eliminating the need to manually deposit checks at a bank. ECS
provides you and your customers with efficient, easy, and secure bank account payment processing. Refer
to the separate Electronic Check Service Merchant Operating Guide (ECS MOG) for additional information
on electronic processing of checks using ECS.
• Electronic Gift Card (EGC) Services: Allows a Merchant to sell Electronic Gift Cards redeemable for in-
store merchandise or services. EGCs provide customers with another form of payment while encouraging
repeat shopping.
• Electronic Benefits Transfer (EBT) Service: Allows electronic transfer of government funds to
individuals through the use of a plastic debit -like Card and a Personal Identification Number (PIN). The
federal government requires all states to distribute food stamps and cash benefits in this manner.
• Hospitality Services: Allows a Merchant operating in the hotel and hospitality industry to process
Transactions for lodging accommodations.
• Petroleum Services: Allows a Merchant to process petroleum -related Transactions including Satellite
Services, Datawire Services, Voyager Card Acceptance and Wright Express Card Acceptance.
• Processing Services in Canada: Allows Merchants operating in Canada to process Transactions subject
to the requirements set forth herein and in the Agreement.
Please contact us if you are interested m any of these services.
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Merchant Operating Guide MOG200901
Chapter
2
Processing Transactions
This chapter explains the two steps involved in the Transaction process—Authorization and Settlement— as well as
the different types of Transactions.
AUTHORIZATION
The first step in processing a Transaction is to request Authorization from the Issuer to accept a Card for
payment. Merchant must obtain an Authorization Code before completing any Transaction. An Authorization
request is made via one of the following two methods:
• Electronic Authorization: The Merchant swipes a Card through or manually enters a Card number into a
POS Device. Then, the POS Device sends the Transaction information electronically to the Issuer for
Authorization.
• Voice Authorization: The Merchant calls the Voice Authorization Center, which then communicates the
Transaction information electronically to the Issuer. An operator or an interactive voice response (IVR) unit
provides the Merchant with the Authorization Code given by the Issuer. Voice Authonzation toll-free
telephone numbers are located on a sticker on your POS Device. If there is not a Voice Authorization
sticker on your POS Device, contact Merchant Services.
Most Authorizations are requested electronically. Voice Authorization is usually used if a Merchant does not
have a working POS Device or if the Issuer requests additional information during Electronic Authorization.
An Authorization request is required for every Transaction to determine if
• The Card number is valid;
• The Card has been reported lost or stolen; and/or
• Sufficient credit or funds are available.
Receipt of an Approval Code in response to an Authorization request does not:
• Guarantee that the Merchant will receive final payment for a Transaction;
• Guarantee that the Cardholder will not dispute the Transaction later (all Card Transactions are subject to
Chargebacks even when an Approval Code has been obtained);
• Protect you from Chargebacks for unauthorized Transactions or disputes regarding the quality of goods or
services; or
• Waive any provision of the Agreement or otherwise validate a fraudulent Transaction or a Transaction
involving the use of an expired Card.
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Merchant Operating Guide MOG200901
Merchant will follow any instructions received during Authorization. Upon receipt of an Authorization Code,
Merchant may consummate only the Transaction authorized and must note the Authorization Code on the
Transaction Receipt. In any case in which a Transaction is completed without imprinting the Card, the
Merchant, whether or not an Authorization Code is obtained, shall be deemed to warrant the true identity of the
Customer as the Cardholder.
THE ELECTRONIC AUTHORIZATION PROCESS
The following diagram describes the Electronic Authorization process:
Figure 2-1. Authorization Process
1. Authorization of Purchase: The Transaction process begins when a Cardholder wants to buy goods or
services using a Card. Before the Transaction can be completed, the Merchant must receive an Approval
Code from the Issuer.
2. Servicer Host: The Merchant's POS Device sends the Transaction data to the Servicer Host to verify the
Merchant ID number, to read the Card number, and to route the information to the appropriate Issuer.
3. Issuer: The Servicer Host sends the information to the Issuer through the Discover Network, Visa, or
MasterCard network, or -directly to other Issuer networks (e.g., American Express). The Issuer determines
whether the Transaction should be approved and sends one of the following responses back to the Servicer,
who then forwards it to the Merchant:
• Approval Code: Credit or funds are available to complete the sale and that the Card has not been
reported lost, stolen, or otherwise invalid. The Merchant may complete the Transaction.
• Declined Code: The Issuer does not approve the Transaction. The Merchant should ask for another
form of payment and should not resubmit that Card for Authorization.
• Declined Pick -Up: The Issuer does not approve the Transaction and requests that the Card not be
returned to the Cardholder. The Card should be cut lengthwise without damaging the Magnetic Stripe
and sent, along with the MID, Merchant address, and the date of the incident, to:
Exception Processing
ATTN: Card Pick Up
Elavon, Inc.
7300 Chapman Highway
Knoxville, TN 37920
• `Referral" or "Call Auth": The Issuer requests the Merchant to call the Voice Authorization Center,
which will either provide an Approval Code or ask the Merchant to request additional information
from the Cardholder (e.g., mother's maiden name). The Voice Authorization Center will provide this
information to the Issuer who will either approve or declme the Transaction.
4. Servicer Host: The Servicer Host receives the response from the Issuer and routes it to the Merchant.
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5. Merchant: The Merchant receives the Issuer's response from the Servicer Host and follows the appropnate
steps to complete the Transaction.
SETTLEMENT
The final step in processing a Transaction is Settlement, which occurs when the Merchant sends all of its Card
Transactions to Servicer to receive payment. During Settlement, the Merchant is paid and Cardholders are billed
for previously -approved Transactions.
NOTE: This process can take two or more business days (excluding holidays) unless you are set up for delayed
funding.
The following diagram describes the Settlement process:
ts-
CARDHOLDER
Figure 2-2. Settlement:Process
MEROV.145 n�
PAYING THE MERCHANT FOR TRANSACTIONS
1. Merchant: Sends all approved, un -settled Transactions (known as the open batch) in the POS Device to the
Servicer Host to close or settle the Batch.
2. Servicer Host: Sends Visa and MasterCard Card Transactions (and, if applicable, Discover Network
Transactions) to Interchange and other Card Transactions to the appropriate Issuer (e.g., American Express
Transactions to American Express). If the Transactions are not sent to Interchange, go to step 4.
3. Interchange: Sends Transaction data to the appropriate Issuer.
4. Issuer: Posts the Transaction to the Cardholder's account. The Issuer either sends to Interchange the
difference between the Transaction amount and the Interchange fee charged to the' Servicer, or sends the
funds to the Merchant's DDA (see step 7).
5. Interchange: Sends the difference between the Transaction amount and the Interchange Fees to the
Servicer Host.
6. Servicer Host: Sends a message to the Automated Clearing House (ACH) to pay the Merchant for the
Transactions.
7. Automated Clearing House (ACH): Sends the funds from Servicer to the Merchant's DDA via electronic
transfer. Fees are debited from the Merchant's DDA on a monthly or daily basis.
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TRANSACTION PROCESSING PROCEDURES
Follow these guidelines when you process Transactions:
• Keep the Card in your hand until you complete the Transaction; the Card is required in several Transaction
processing steps.
• If your POS Device displays "Referral" or "Call Auth" during a Transaction, call your toll-free Voice
Authorization telephone number (located on a sticker on your Terminal) and follow the operator's
instructions.
• If you receive an Approval Code, but are still suspicious about the Cardholder, Card, or circumstances of
the Transaction, call for a Code 10 Authorization and follow the operator's instructions. Refer to Chapter 5,
Code 10 Procedures, for additional information.
• Use a ballpoint pen for steps that require handwritten information. Never use a marker or a pencil to write
on a Transaction Receipt.
• Do not write additional information (e.g., Cardholder's telephone number,address, driver's license number,
Social Security number) on any Transaction Receipt.
To process a Transaction, follow these steps:
1. Follow all prompts and enter all data elements. You must include required elements to 'receive approval
for transactions and you can include optional data elements to qualify for. better Interchange rates.
For example: Under the current data requirements, Visa Business, Visa Corporate, and Visa Purchasing
Card Transactions must include sales tax information to qualify for the Level II Interchange Rate, where
applicable. Purchasing Cards only qualify if the customer code is also included in the Transaction.
2. Make Sure the Card is Valid. Check the Card's expiration date and other features to ensure that the Card
is valid. Refer to Chapter 4, Identifying Valid Cards for validation information. Refer to Chapter 4,
Preventing Card Fraud for additional loss -prevention information.
3. Swipe the Card Through the POS Device. If the Card is successfully swiped, the POS -Device may
prompt you to enter the last four digits of the Card number. This process compares the account number in
the Magnetic Stripe with the account number embossed on the Card.
If the POS Device cannot read the Magnetic Stripe, press the appropriate key to mitiate a manual
Transaction. When you are prompted by the POS Device, enter the Card number and expiration date
embossed on the front of the Card. Make an Imprint of the Card on a paper Transaction Receipt to prove
that the Card was present during the Transaction. Keep the Imprinted Transaction Receipt with the
electronically printed Transaction Receipt from the POS Device.
Ensure that the paper Transaction Receipt contains all of the information related to the Transaction, such as
the Transaction amount, Transaction Date, Merchant information, Authorization Code, and Cardholder's
signature.
4. Enter the Amount of the Transaction. When prompted by the POS Device, enter the amount of the
Transaction using the numeric key pad. You do not need to include a decimal point.
For Example: Enter $125.00 by pressing the 1-2-5-0-0 keys consecutively, and then pressing the ENTER
key. The POS Device displays a message that indicates when the Transaction is being processed for
Authorization.
5. Obtain the Authorization Code. If the Transaction is approved, the Approval Code prmts on the
Transaction Receipt. If a printer is not present, the POS Device displays the Approval Code. If you have to
imprint the Card, remember to record the Approval Code on the Transaction Receipt.
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If the Transaction is declined, the POS Device displays "Declined" or "Declined -Pick -Up". In these cases,
you should ask for another form of payment.
If the POS Device displays a "Referral" or "Call Auth" message, call the toll-free Voice Authorization
telephone number (located on a sticker on your Terminal) and follow the operator's instructions. If you
receive an Approval Code, you must enter it into your POS Device to complete the Transaction. If
Authorization is declined, the Voice Authorization Center may ask you to retain the Card. Ifithis occurs,
follow the operator's instructions. A reward may be paid for the return of a Card at the Voice Authorization
Center's request.
6. Have the Cardholder Sign the Transaction Receipt, and then Compare Signatures. In Card Present
Transactions, Transaction Receipts must be signed by the Cardholder unless otherwise specified under
separate criteria for a Credit Card Association program (e.g. No Signature Required Programs). Compare
the signature on the Transaction Receipt with the signature on the back of the Card. If you cannot tell
whether the signatures are similar, ask to see another form of identification and compare the second
signature with the others. You may also compare the appearance of the Cardholder with the picture on his
or her identification cards. Merchant must not honor any Card if: (i) the Card has expired; (ii) the signature
on the Transaction Receipt does not correspond with the signature on the Card or if the signature panel on
the Card is blank, or uses language to the effect of "see id"; or (iii) the account number embossed on the
Card does not match the account number on the Card's magnetic stripe. If you are still suspicious of the
Transaction or the Cardholder, you may perform a Code 10 Authorization. Refer to Chapter 4, Identifying
Valid Cards for more information.
7. Return the Card and the Customer Copy of the Transaction Receipt to the Cardholder. When the
Transaction is complete, return the Card to the Cardholder, along with the customer copy of the
Transaction Receipt. Keep the Merchant copy of the Transaction Receipt for your records.
TRANSACTION PROCESSING RESTRICTIONS
Surcharges. Merchant must not add any amount to the posted price of goods or services Merchant offers as a
condition of paying with a Card, except as permitted by the Card. Rules. This paragraph does not prohibit
Merchant from offering a discount to induce a person to pay by cash, check, or similar means rather than by
Card.
Return Policy: Merchant must properly disclose to the Cardholder, at the tune of the Transaction and in
accordance with the Card Rules, any limitation Merchant has on acceptmg returned merchandise.
No Claim Against Cardholder. Unless Servicer or Member refuses to accept a Transaction Receipt or revoke
their prior acceptance of a Transaction Receipt (after receipt of a Chargeback or otherwise): (i) Merchant will
not have any claim against, or right to receive payment from, a Cardholder in any Transaction; and (ii)
Merchant will not accept any payments from a Cardholder relating to previous charges for merchandise or
services included in a Transaction Receipt, and if Merchant receives such payments, Merchant will promptly
remit them to Servicer.
TRANSACTION RECEIPTS
A Transaction Receipt is a paper or electronic record of the purchase of goods or services from a Merchant by a
Cardholder using a Card. You must provide the Cardholder with a Transaction Receipt for his or her personal
records.
Transaction Receipts are required for all Transaction types and must be retained for a minimum of two (2) years
(or such longer period as the Card Rules or the Laws may require). Transaction Receipts should be stored in a
safe, secure area and organized in chronological order by Transaction Date.
ELECTRONIC TRANSACTION COMPONENTS
An Electronic Transaction Receipt must contain the following information:
• Transaction Date
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Merchant Operating Guide MOG200901
• Total Transaction amount, including applicable taxes
• Card account number (must be truncated on the Cardholder copy) including the specific payment brand
(e.g., Visa, MasterCard or Discover)
• Space for Cardholder signature for Card Present Transactions
• Authorization Code
• Merchant name and location
• Location code (i.e. Terminal or Merchant Identification Number issued by Servicer)
• Special return or refund terms printed in close proximity to the Cardholder signature line on the
Transaction Receipt, if restricted
• Indication of who shall receive each copy of the Transaction Receipt (e.g. Merchant Copy, Bank Copy,
Cardholder Copy).
REPRODUCTION OF INFORMATION
For Card Present Transactions, if the following information embossed or printed on the Card is not legibly
imprinted on the Transaction Receipt, Merchant will legibly reproduce on the Transaction Receipt the: (i)
Cardholder's name; (ii) Card account number; (iii) Card expiration date; and (iv) Merchant's name and
place of business.
TRUNCATION
• Cardholder's Copy of the Transaction Receipt. The Card account number and expiration date must
be truncated on all Cardholder copies of Transaction Receipts and other paperwork provided to the
Cardholder. Truncated digits should be replaced with a fill character such as "x," "*," or "#," and not
with blank spaces or numeric characters. All POS Devices must suppress all but the last four (4) digits
of the Card account number and the entire expiration date on the Cardholder's copy of the Transaction
Receipt generated from electronic (including Cardholder -activated) POS Devices. These truncation
rules do not apply to Transactions in which the only way to record a Card account number and
expiration date is in handwriting or by making an imprint or copy of the Card.
• Merchant's Copy of the Transaction Receipt. The Merchant's copy of the Transaction Receipt must
suppress the entire expiration date. The Merchant may also have an obligation to suppress or truncate
other information on the Merchant's copy of the Transaction Receipt under state or federal laws.
UNREADABLE MAGNETIC STRIPES
For Card Present Transactions, if Merchant authorizes and presents Transactions electronically and
Merchant's Terminal is unable to read the Magnetic Stripe on the Card, Merchant must generate a manual
Transaction Receipt containing the information set forth below under "Manual Transaction Components,"
in addition to key -entering the Transaction into the POS Device for processing.
MANUAL TRANSACTION COMPONENTS
A manual Transaction Receipt must contain the following information:
• Physical imprint of the Card (not a photocopy)
• Identification of the Transaction type (sale, credit/refund, etc.)
• Transaction Date
• Total Transaction amount
• Cardholder signature
• Authorization Code
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Merchant Operating Guide MOG200901
• Merchant name and location
• Terminal or Merchant Identification Number
• Description of the merchandise or service purchased
• Special return or refund terms printed in close proximity to the Cardholder signature line on the
Transaction Receipt
• Salesperson's initials or department number
NOTE: If the Cardholder presents an unembossed Card and the POS Device cannot read the Magnetic
Stripe then the Merchant must request another form of payment. Manual Transaction Receipts are
prohibited on Transactions involving an unembossed Card.
DELIVERY OF TRANSACTION RECEIPTS
The Merchant must provide a complete and legible copy of the Transaction Receipt to the Cardholder in the
following manner:
• Card Present Transactions: Provide the Transaction Receipt to the Cardholder at the time of the
Transaction.
• Card Not Present Transactions: Provide the Transaction Receipt to the Cardholder in either electronic
(e.g., e-mail, fax) or paper (e.g., handwritten, Terminal -generated) format. Electromc Commerce
Transaction Receipts must not include the Card's account number.
ELECTRONIC TRANSMISSION OF TRANSACTION RECEIPTS TO SERVICER
If Merchant utilizes electronic Authonzation and/or data capture services, Merchant will enter the data
related to Transactions into a POS Device and settle the Transactions and transmit the data to Servicer or its
designated agent in the form specified by Servicer no later than the close of business on the date the
Transactions are completed. If Member or Servicer requests a copy of a Transaction Receipt, Credit
Transaction Receipt, or other Transaction evidence, Merchant must provide it within the time frame
specified in the request.
MULTIPLE TRANSACTION RECEIPTS
Merchant will include a description and total amount of goods and services purchased in a single
Transaction on a single Transaction Receipt unless: (i) partial payment is entered on the Transaction
Receipt and the balance of the Transaction amount is paid in cash or by check at the time of the
Transaction; or (ii) a Transaction Receipt represents an advance deposit in a Transaction completed in
accordance with the Agreement and the Card Rules.
DEPOSITS
Merchant must execute one Transaction Receipt when processing the deposit Transaction and a second
Transaction Receipt upon processing the balance of the Transaction. Merchant will note the words
"deposit" or "balance" on the applicable Transaction Receipt, as appropriate. Merchant will not deposit
the Transaction Receipt labeled "balance" until the goods have been delivered to the Cardholder or
until Merchant has fully performed the services.
FUTURE DELIVERY
Merchant represents and warrants to Member and Servicer that Merchant will not rely on any proceeds
or credit resulting from future delivery Transactions to purchase or furnish goods or services. Merchant
will maintain sufficient working capital to provide for the delivery of goods or services at' the agreed
upon future date, independent of any credit or proceeds resulting from Transaction Receipts or other
Credit Transaction Receipts in connection with future delivery Transactions.
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PROCESSING CARD NOT PRESENT TRANSACTIONS
Card Not Present Transactions include Mail Order (MO), Telephone Order (TO), and Electronic Commerce
(EC) Transactions. These Transactions occur when the Card is not physically presented to the Merchant at the
time of a sale. You must be authorized by us to process Card Not Present Transactions.
If more than twenty percent (20%) of your Transactions are MO/TO, you must apply for a separate Merchant
Identification Number (MID) for those Transactions. If more than one percent (1%) of your Transactions are
Electronic Commerce orders, you must also apply for a separate MID for those Transactions.
MAH, ORDER/TELEPHONE ORDER (MO/TO)
Merchant understands that Transactions processed via MO/TO are high risk and subject to a higher incidence of
Chargebacks. Merchant is liable for all Chargebacks and losses related to MO/TO Transactions. Merchant may
be required to use an address verification service ("AVS") on MO/TO Transactions. AVS is not -a guarantee of
payment and the use of AVS will not waive any provision of the Agreement or validate a fraudulent
Transaction. Merchant will obtain the expiration date of the Card for a MO/TO Transaction and submit the
expiration date when requesting Authorization of the Transaction. For MO/TO Transactions, Merchant will type
or print legibly on the signature line of the Transaction Receipt the following applicable words or letters:
telephone order or "TO," or mail order or "MO," as appropriate. Servicer recommends that Merchant obtain a
signed Transaction Receipt or other proof of delivery signed by Cardholder for MO/TO Transactions.
ELECTRONIC COMMERCE (EC)
Merchant may process Electronic Commerce Transactions only if the Transactions have been encrypted by
Servicer or a third party vendor acceptable to Servicer and Member. Merchant understands that Transactions
processed via the Internet are high risk and subject to a higher incidence of Chargebacks. Merchant is liable for
all Chargebacks and losses related to Electronic Commerce Transactions, whether or not such Transactions
have been encrypted. Encryption is not a guarantee of payment and does not waive any provision of the
Agreement or otherwise validate a fraudulent Transaction. Servicer recommends that Merchant obtain a signed
Transaction Receipt or other proof of delivery signed by the Cardholder for all Electronic Commerce
Transactions. All communication costs -and compliance with Laws' related to Electronic Commerce Transactions
will be Merchant's responsibility. Merchant understands that Servicer will not manage the telecommunications
link for Electromc Commerce Transactions and that it is Merchant's responsibility to manage that link.
Merchant authonzes Servicer and Member to perform an annual audit and examination of Merchant's website
and such other due diligence review as required by the Payment Network Regulations for Electronic Commerce
Merchants.
Requirements. Merchant's website must contain all of the following information: (a) complete descnption of
the goods or services offered; (b) returned merchandise and refund policy; (c) customer service contacts,
including electronic mail address and/or telephone number; (d) complete address (street address, city, state, zip
code, and country) of the permanent establishment of the Merchant's business; (e) complete address of the
permanent establishment of the Merchant'sbusiness on either the checkout screen (which displays the total
purchase amount) or within the sequence of website pages presented to the Cardholder during the checkout
process; (f) Transaction currency (such as U.S. or Canadian dollars); (g) export or legal restrictions, if known;
(h) delivery policy; (i) Customer data privacy policy; and (j) Merchant's method of Transaction security such as
Secure Sockets layer (SSL) or 3-D Secure. If Merchant stores Card account numbers, expiration dates, or other
personal Cardholder data in a database, Merchant must follow the applicable Payment Network Regulations on
securing such data. Merchant may not retain or store CVV2/CVC2/CID data after authorization for record
keeping or additional authorization processing.
Shipped Goods. For goods to be shipped on Electronic Commerce Transactions, Merchant may obtain
authorization up to seven (7) days prior to the shipment date. Merchant need not obtain a second authonzation if
the Transaction Receipt amount is within fifteen percent (15%) of the authorized amount, provided the
additional amount represents shipping costs.
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Merchant Operatmg Guide MOG200901
Card Not Present Transactions pose a higher risk of fraud and Chargebacks, so it is important that you take
precaution in processing these Transactions. Follow these guidelines prior to processing a Card Not Present
Transaction, as applicable:
• Use a ballpoint pen when handwntten information is required. Never use a marker or pencil when writing
on a Transaction Receipt.
• Obtain the following information from the Cardholder, if needed:
• Cardholder's billing address
• Shipping address, if different from billing address
• Cardholder's telephone number
• Cardholder's account number
• Card expiration date
• CVV2/CVC2/CID number
• Purchaser's name (in lieu of Cardholder signature)
NOTE: You must not retain or record the CW2/CVC2/CID data element beyond the original Authorization
request. Further, the CVV2/CVC2/CID data element must not be printed on the Transaction Receipt or on any
document given to the Cardholder.
In addition to the Transaction Receipt requirements set out m Chapter 2 Processing Transactions, a Card Not
Present Transaction Receipt must also contain:
• Merchant online address
• Customer service contact, including telephone number
• Do not settle a Transaction before shipping the goods. This increases the risk of a Chargeback to the
Merchant and is prohibited by the Agreement.
Do not retain magnetic stripe data except for first time use.
MANUAL TRANSACTION RECEIPTS FOR CARD NOT PRESENT TRANSACTIONS
Follow these steps for manual Transaction Receipts:
1. Write the Cardholder's Name and Card Number on the Transaction Receipt. Refer to Chapter 2,
Electronic Transaction Components for information on Transaction Receipt requirements. In addition to the
electronic Transaction components requirements, a manual Transaction Receipt for a Card Not Present
Transaction may include the full Card account number and expiration date and must include the
Cardholder's billing address (and shipping address, if different) and telephone number. Do not record
CVV2/CVC2/CID data elements on the Transaction Receipt.
2. Record the Order Type on the Transaction Receipt. Write one of the following on the signature line of
the Transaction Receipt:
• "Mail Order"
• "Telephone Order"
• "Internet"
POS DEVICE GENERATED RECEIPTS
If you are using a POS Device to generate a Transaction Receipt for a Card Not Present Transaction, enter the
Transaction mto the device by following these steps:
1. Press the appropriate key on your POS Device to initiate the Transaction.
2. When prompted, enter the Card number.
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3. When prompted again, enter the Card expiration date.
4. Finally, when prompted, enter the Transaction amount.
5. Record the Authorization Code on the Transaction Receipt. Refer to Chapter 3 Transaction Receipts for
more mformation.
CARD IDENTIFICATION NUMBER AND ADDRESS VERIFICATION SERVICE
The use of CVV2/CVC2/CID and AVS can lessen your risk of Chargebacks by providing you with additional
information to assist with your decision on whether or not to process a Card Not Present Transaction.
NOTE: The use of CVV2/CVC2/CID and AVS will not relieve you of liability for Chargebacks. Remember,
you bear the risk of loss associated with any Chargeback.
If you are using these services, follow the next two steps prior to processing a Transaction.
1. Verify the Card Identification Number (CVV2/CVC2/CID) Printed on the Front or Back of the
Card (at the end of the Card Account Number in the Signature Panel), as Applicable to the Specific
Card Type. If your POS Device is set up for CVV2/CVC2/CID and if the CVV2/CVC2/CID number is
provided at the time of Authorization, the Issuer returns either a "match" or a "no match" response.
"Match" means it is more likely that the Card is present and in the hands of the Cardholder at the time of
the Transaction. "No match" means you should consider whether or not to process the Transaction. Even
though you receive an Approval Code with a "no match" response, the Approval Code is not a guarantee
of payment. The decision to process a Transaction, regardless of the response received, is up to you,
because you are responsible for any risk associated with processing a Transaction.
NOTE: You must not retain or record the CVV2/CVC2/CID data element beyond the original
Authorization request. Further, the CVV2/CVC2/CID data element must not be printed on the
Transaction Receipt or on any document given to the Cardholder.
Most Customers do not know where the CVV2/CVC2/CID code is located on the Card. To assist a
Customer, have him or her locate the last three (or four) alphanumeric characters in the signature panel on
the back of his or her Card for Discover Network, Visa or MasterCard Card types or on the front of his or
her Card for Amencan Express Card types.
Refer to Chapter 4, Unique Card Characteristics, for more details concerning the Card Identification
Number.
2. Verify the Cardholder's Address by Using. the Address Verification Service (AVS). If your POS
Device is set up for AVS, it prompts you to enter the numeric portion of the Cardholder's billing address
and the five digit zip code to verify that the individual providing the Card account number is the
Cardholder. The AVS result code indicates whether the address given by the Cardholder matches (exactly,
partially, or not at all) the address that the Issuer has on file for the Card. "Exactly" means it is more likely
that the Card is being used by the authorized Cardholder. "Partially" or "not at all" means you should
consider whether or not to process the Transaction. The decision to process a Transaction, regardless of
the response received, is up to you, as you are responsible for any risk associated with processing a
Transaction. Even though you will receive an Approval Code following a "no match" response, the
Approval Code is not a guarantee of payment.
NOTE: For more information about CVV2/CVC2/CID and AVS, contact Merchant Services. -
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For more information about processing Card Not Present Transactions, call the following numbers:
• MC (MasterCard) Assist: (800) 622-7747
• Visa's Merchant Assistance Service: (800) 847-2750
• American Express: (800) 528-2121
• Discover Network: (800) 347-1111
The information provided by calling these numbers may allow you to verify a Cardholder's address and obtain
the Issuer's telephone number.
PAPER DRAFTS
We supply you with the materials and forms that you need to process Discover Network, Visa or MasterCard
Transactions using paper drafts. You must maintain a supply of these materials. Refer to Chapter 19, Supplies,
for more information.
Before you process a paper draft, please follow the guidelines under Transaction Processing Procedures earlier
in this Chapter.
To correctly process a paper Transaction Receipt, follow these steps:
1. Make Sure the Card is Valid. Check the Card's expiration date and other features to ensure that the card is
valid. Refer to Chapter 4, Identifying Valid Cards for validation information. Refer to Chapter 4,
Preventing Card Fraud for additional loss -prevention information.
2. Imprint the Transaction Receipt. Make a legible Imprint of the Card on all copies of the Transaction
Receipt.
3. Call for Authorization. Call the Voice Authorization number provided on the sticker on your POS Device
and have the following information available:
• Card account number
• Merchant Identification Number (MID)
• Amount of sale (dollars and cents)
• Card expiration date
4. Write the Approval Code in the Space Provided on the Transaction Receipt. The Approval Code is
required.
5. Have the Cardholder Sign the Transaction Receipt, and then Compare Signatures. Compare the
signature on the Transaction Receipt with the signature on the back of the Card. If you cannot tell whether
the signatures are similar, ask to see another form of identification and compare the second signature with
the others. You may also compare the appearance of the Cardholder with the picture on his or her
identification cards. If you are still suspicious of the Transaction or the Cardholder, you may perform a
Code 10 Authorization. Refer to Chapter 4, Identifying Valid Cards for more information.
6. Return the Card and the Cardholder Copy of the Transaction Receipt to the Cardholder. When the
Transaction is complete, return the Card to the Cardholder, along with the Cardholder copy of the
Transaction Receipt. Make sure to keep the Merchant copy of the Transaction Receipt for your records.
7. Storage of Paper Drafts. It is important to keep copies of your Transaction Receipts in a safe place, filed
by Transaction Date. This is especially important for quickly locating a receipt if questions arise. The PCI
Data Security Standard sets out the requirements on how to handle the storage of paper drafts that contain
Cardholder information.
Visit http://www.pcisecuritystandards.or!/security standards/pci dss.shtml or contact Customer
Service at 1-800-725-1243 for more information.
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PROCESSING CREDIT TRANSACTIONS
Credit Transaction Receipt. Merchant must issue a Credit Transaction Receipt, instead of issuing cash or a
check, as a refund for any previous Transaction. Member or Servicer will debit the DDA for the total face
amount of each Credit Transaction Receipt submitted to Servicer. Merchant must not submit a Credit
Transaction Receipt relating to any Transaction Receipt not originally submitted to Servicer, Merchant must
submit a Credit Transaction Receipt that exceeds the amount of the original Transaction Receipt. Merchant
must, within the time period specified by applicable Laws or the Card Rules, whichever time period is shorter,
provide Servicer with a Credit Transaction Receipt for every return of goods or forgiveness of debt for services
that was the subject of a previous Transaction in accordance with the Card Rules.
Revocation of Credit. Member or Servicer may, in their reasonable discretion, refuse to accept any Credit
Transaction Receipt for processing.
Reprocessing. Merchant must not resubmit or reprocess any Transaction that has been charged back.
RETURNS AND EXCHANGES
Refunds for a Transaction must be processed by issuing a credit to the Card on which the original purchase was
made. You must also prepare a Credit Transaction Receipt for the amount of credit issued. Do not refund a Card
purchase with cash or check. Do not refund cash or check purchases to a Card.
If you have a special policy regarding returns or refunds, make sure that the policy is:
• Clearly posted at the pomt-of-sale
• Printed on the Transaction Receipt using letters approximately ''A inch high and in close proximity to the
signature line
If you are processing an even exchange, no action is necessary. However, if an exchange involves merchandise
of greater or lesser value, you must issue a Transaction Receipt or a Credit Transaction Receipt for the
difference. If you prefer, you may instead give a full refund to the Cardholder for the onginal Transaction
amount and process the exchange as a new Transaction.
ADDITIONAL REQUIREMENTS APPLICABLE To PIN -AUTHORIZED DEBIT CARD TRANSACTIONS
Debit Card Rules. Merchant shall comply with and be bound by the Debit Card Rules, which are incorporated
by this reference as if fully set forth herein. Except as otherwise provided below, Merchant must comply with
the general Card acceptance and Transaction processing provisions in this Chapter when accepting Debit Cards.
The Debit Card Rules are confidential information of the Payment Networks, and Merchant shall not disclose
the Debit Card Rules to any to any Person except as may be permitted under the Agreement or under
requirements of Laws.
Use And Availability of POS Devices And PIN Pads.
• A Cardholder's Debit Card information and PIN are confidential. The Merchant may not request or require
a Cardholder to disclose his or her PIN at any point during a Transaction.
• During the Transaction process, the Merchant must provide a reasonably secure area for Cardholders to
enter their PIN into the PIN Pad. Merchant is responsible for installing the POS Device and PIN Pad in
such a way that Cardholders may enter their PIN into the PIN Pad in a confidential manner.
• Merchant shall cause a POS Device and PIN Pad to be readily available for the use of all Cardholders at all
of Merchant's business locations where PIN -authorized Debit Cards are accepted. Merchant shall take all
reasonable steps to ensure that all POS Devices and PIN Pads operated at Merchant's business locations
function with a minimum of error, in a reliable manner, and in accordance with the standards established
from time to time by Servicer and the EFT Networks.
• Merchant shall use a POS Device to initiate every PIN -authorized Debit Card Transaction, and Merchant
shall require that either the Cardholder or the Merchant insert and "swipe" the Debit Card through the POS
Device to initiate every PIN -authorized Debit Card Transaction, except as set forth herein. No PIN -
authorized Debit Card Transaction may be initiated unless the Debit Card is physically present.
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• Merchant shall require that each Debit Cardholder enter his or her PIN utilizing a PIN Pad at the POS
Device when initiating a PIN -authorized Debit Card Transaction. Merchant may not require a Debit
Cardholder initiating a PIN -authorized Debit Card Transaction to sign a Transaction Receipt or other
receipt, or require any other means of identification.
No Minimum Or Maximum. Merchant shall not establish minimum or maximum Debit Card Transaction
amounts except to establish a maximum cash back dollar amount not to exceed $200.00 or such lower amount
as may be required under applicable Payment Network Rules.
Pre -Authorization Requests. Merchant may initiate pre -authorization requests pursuant to the following
procedures:
• The Cardholder must enter the PIN on the PIN Pad.
• The Debit Card must be inserted and "swiped" through the POS Device.
• The pre -authorization request must be for a specific dollar amount and only goods and services, including
applicable taxes, may be purchased. The subsequent purchase pre -authorized hereunder must be completed
within two (2) hours after the original pre -authorization request.
• Funds shall not be transferred with respect to a pre -authorization request.
• In order to complete the subsequent purchase pre -authorization, Merchant shall transmit a completion
message mdicating the actual dollar amount of the Debit Card Transaction, and shall comply with all
requirements of a purchase Debit Card Transaction, at that time, except that entry of a PIN and "swiping"
of a Debit Card is not required to complete the subsequent purchase if these steps were properly taken in
order to pre -authorize such purchase. Such subsequent purchase shall not be authorized or completed unless
the actual dollar amount of the purchase is less than or equal to the amount specified m the pre-
authorization request.
• If Merchant initiates pre -authorization requests, it shall support the processing of partial pre -authorizations.
Debit Card Transactions. Merchants that accept PIN -authorized Debit Cards shall support the following Debit
Card Transactions:
• Purchases, and
• Merchandise credits.
Merchant may also support the following Debit Card Transactions if supported by the applicable EFT Network:
• Purchase with cashback, and
• Balance inquiries.
Prohibited Transactions. Merchant shall initiate Transactions only for products or services approved by
Servicer. In no event shall Merchant initiate, allow, or facilitate a gambling or gammg transaction, or fund a
stored value account for such purposes.
Transaction Receipt Requirements: At the time of any Debit Card Transaction (other than a balance inquiry
or pre -authorization request), Merchant shall make available to each Cardholder a Transaction Receipt that
complies fully with all Laws and containing, at a minimum, the following information:
• Amount of the Debit Card Transaction;
• Date and local time of the Debit Card Transaction;
• Type of Transaction;
• If during the Debit Card Transaction the Cardholder is prompted to select the type of account used, then the
type of account accessed must be displayed on the Transaction Receipt;
• Truncated Debit Card number (showing the final four (4) digits);
• Merchant's name and location at which the Debit Card Transaction was initiated;
• Trace or retrieval reference number;
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• Authorization Code;
• Unique number or code assigned to the POS Device at which the Debit Card Transaction was made; and
• Status and Disposition of transaction (approved or declined).
Merchandise Returns. Merchant may electronically perform a merchandise return (if permitted by the
applicable EFT Network) for a Debit Card Transaction only at the same Merchant named on the Transaction
Receipt where the original Debit Card Transaction was initiated. If permitted, a merchandise return requires the
following procedures:
• The Cardholder must re-enter the PIN on the PIN Pad,
• The Debit Card must be inserted and "swiped" through the POS Device, and
• Merchant must transmit the reference number or Authorization Code and the exact dollar amount of the
Debit Card Transaction to be returned.
For all merchandise retums or any other debit return initiated through Merchant's POS Device or account,
Merchant bears all responsibility for such Transaction even if fraudulent.
Balance Inquiries. Merchant may accommodate balance inquiries if the applicable EFT Network and the Issuer
support the balance inquiry function, provided that the Merchant requires that the Cardholder enter their PIN on
the PIN Pad and insert and "swipe" the Debit Card through the POS Device.
Purchase With Cash Back. Merchant may offer purchase with cash back Transactions pursuant to the
following procedures:
• For each purchase with cash back, Merchant shall transmit in its Transaction message the amount of cash
given to the Cardholder (if permitted by Servicer's Debit System).
• If a request for Authorization of a purchase with cash back is denied solely because the cash requested
exceeds the Debit Card Issuer's limit on cash withdrawals, Merchant shall inform the Cardholder of the
reason for the denial and that a new purchase Transaction in the amount of the purchase alone might be
approved.
• The amount of cash back may be limited by the EFT Networks or Issuer.
Technical Problems. Merchant shall ask a Cardholder to use an alternative means of payment if the Servicer
Debit System, the POS Device, or the PIN Pad is inoperative, the electronic interface with any EFT Network is
inoperative, or the magnetic stripe on a Debit Card is unreadable, and Merchant elects not to or is unable to
store Debit Card Transactions.
Adjustment. A Debit Card Transaction may be adjusted if an error is discovered during Merchant's end -of -day
balancing only by means of a wntten request from Merchant to Servicer. The request for adjustment must
reference a settled Debit Card Transaction that is partially or completely erroneous or a denied pre -authorize
Transaction for which the pre -authorization request was approved. An adjustment must be completed within
forty-five (45) days after the date of the original Debit Card Transaction.
Termination/Suspension. When requested by any EFT Network, m its sole discretion, Merchant will
immediately take action to: (i) eliminate any fraudulent or improper Transactions; (ii) suspend the processing of
Debit Card Transactions; or (iii) entirely discontinue acceptance of Debit Card Transactions.
OTHER TRANSACTION TYPES
Merchant may solicit the following other Transaction types provided that (a) Merchant discloses such method
of processing to Servicer in the Merchant Application or otherwise in writing, (b) Merchant has been approved
by Servicer to submit such Transactions, and (c) Merchant meets the additional requirements for the applicable
type of Transaction set out below. If Merchant completes any of these Transaction types without having
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received Servicer's approval, then Merchant will be in breach of the Agreement and Servicer may terminate the
Agreement in addition to any other remedies available under the Agreement, Laws, or Payment Network
Regulations, and Merchant may pay a surcharge on each such Transaction.
RECURRING PAYMENTS AND PRE -AUTHORIZED ORDERS
Recurring Payments are Transactions for which a Cardholder provides written permission or electronic
authorization to a Merchant to periodically charge his or her Card for recurring goods or services (e.g.,
monthly membership fees, utility bills, insurance premiums, or subscriptions). When processing Recurring
Payments, you must obtain a separate Authorization Code for each Transaction.
Pre -authorized Orders are Transactions in which the Cardholder provides written or electronic
authonzation to charge his or her Card, one or more times, at a future date. You must be authorized by us to
process Pre -authorized Orders.
You must obtain a signed order form or other written agreement from the Cardholder for all Recurring
Payments and Pre -authorized Orders. The order form or agreement must contain the following information:
• Card number
• Card expiration date
• Cardholder's name
• Cardholder's signature
• Transaction amount (charged to the Cardholder's Card)
• Charge frequency (weekly, monthly, etc.)
• Length of time over which the recurring charges will occur
• The words "Recurring Payment" or "Pre -authorized Order" written on the signature line of the
Transaction Receipt
You must keep a copy of the order form or written agreement for the duration of the recurring service. You
must also provide a copy of the order form or agreement for Recumng Payments or Pre -authorized Orders
to us upon request. A new order form or written agreement with the Cardholder is needed when a Recumng
Payment is renewed.
Recurring Transaction Requirements. Merchant will not complete any recurring Transaction after
receiving: (i) a cancellation notice from the Cardholder; (ii) a notice from Servicer or Member that
authority to accept recurring Transactions has been revoked; or (iii) a response that the Payment Device is
not to be honored. Merchant is responsible for ensuring its compliance with Laws with respect to recumng
Transactions.
Limitations on the Resubmission of Recurring Transactions. In some limited instances, Merchant may
resubmit a declined preauthorized recurring Transaction up to four (4) times within sixteen (16) calendar
days of the original Authorization request, provided that the decline response is one of the following: (i)
authorization denied; (ii) insufficient funds; (iii) exceeds approval amount limit; or (iv) exceeds withdrawal
frequency.
Recurring Transaction Receipts. Merchant must print legibly on the Transaction Receipt the words
"Recurring Transaction." Merchant must obtain the Cardholder's signature, which may be an electronic
signature or other similar authentication that is effective under applicable Laws, on the Transaction
Receipt. Merchant must also include the frequency and duration of the Recurring Transaction authorization,
as agreed to by the Cardholder, on the Transaction Receipt.
Electronic Commerce Recurring Transactions. In addition to the above, for an Electronic Commerce
Transaction, Merchant must also provide a simple and easily accessible online cancellation procedure that
complies with Laws, if the Cardholder's request for goods or services was initially accepted online.
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Recurring Transactions With Varying Amounts. For Recurring Transactions of varying amounts, all of
the following apply: (i) the order form must allow the Cardholder to specify a minimum and maximum
Transaction amount to be charged, unless the Cardholder will be notified of the amount and date of each
charge, as specified in the remainder of this section; (ii) Merchant must inform the Cardholder of their right
to receive, at least ten (10) calendar days pnor to each scheduled Transaction Date, wntten notification of
the amount and date of the next charge; and (iii) the Cardholder may choose to receive the notification in
any of the following ways: (a) for every charge; (b) when the Transaction amount does not fall within the
range of amounts specified on the order form; or (c) when the Transaction amount will differ from the most
recent charge by more than an agreed upon amount. Merchant is responsible for ensuring that all
communications with, and disclosures to, Cardholders comply with Laws.
To perform a Pre -authorized Order, follow these specific guidelines:
• Separately authorize each Transaction for the exact amount of that Transaction, instead of authorizing
the entire amount of all the Transactions or no amount at all.
• If applicable to the Transaction, write the words "Delayed Delivery," and "Deposit" or `Balance" on
the Transaction Receipt. The Authonzation date and Authorization Code must also be printed on the
Transaction Receipt.
While you may process the Transaction for the "Deposit" before delivery of the goods and/or services, you
may not process the "Balance" of the Transaction until the goods and/or services are delivered.
QUASI -CASH TRANSACTIONS
Quasi -Cash Transactions represent the sale of items that are directly convertible to cash. Examples of
Quasi -Cash Transactions include:
• Casino gaming chips
• Money orders
• Deposits
• Wire transfer money orders
• Travelers cheques (if not processed as a cash disbursement)
• Travel money cards (if not processed as a cash disbursement)
• Foreign currency (if not processed as a cash disbursement) You must be authorized by us to process
Quasi -Cash Transactions.
ACCEPTANCE AND ADDITIONAL REQUIREMENTS
In addition to the general requirements described in Chapter 2, Transaction Receipts, Merchants processing
Quasi' cash Transactions must:
• Review identification (such as a valid passport or driver's license) to validate the Cardholder's identity.
• Record the type of identification presented by the Cardholder on the Transaction Receipt, along with
the serial number, expiration date, and Cardholder name (if different than the embossed name on the
Card) and address.
• For Visa and MasterCard: Record the printed four digits from the face of the Card (found above or
below the embossed account number) on the Transaction Receipt. Refer to Chapter 4, Unique Card
Characteristics, for more information.
• For Discover Network: Record the printed three digits on the signature panel on the back of the Card
on the Transaction Receipt. Refer to Chapter 4, Unique Card Characteristics, for more information.
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• Compare the first four digits of the Card account number on the printed Transaction Receipt with the
first four digits of the embossed Card account number. If they do not match, decline the Transaction
and attempt to recover the Card (reasonably, lawfully, and peacefully), while also noting a description
of the Cardholder.
CONTACTLESS TRANSACTIONS
The Contactless Transaction requirements are as follows:
Participation. Merchant is responsible for:
1. Ensuring that all POS Devices that accept Contactless Cards for Transactions meet the applicable Credit
Card Association specifications, are approved by Servicer and/or the apphcable Credit Card Associations
for use with Contactless Cards, and are configured to transmit the data elements required for Contactless
Transactions.
2. Complying with all Payment Network Regulations applicable to Transactions conducted with Contactless
Cards, including all operating requirements, technical guides and other requirements specified by the
applicable Credit Card Associations in connection with the acceptance of Contactless Cards.
Registration. It is Merchant's responsibility to ensure that it is eligible and has been approved by Servicer to
accept Contactless Cards, and that Merchant has been registered with the applicable Credit Card Associations to
participate in their respective Contactless Card payment program(s).
Processing. Merchant is responsible for:
1. Providing any data m the Authonzation request as required by the applicable Credit Card Associations.
2. Transmitting the full and unaltered contents of Track 1 or Track 2 data of the Card's Magnetic Stripe or
Contactless payment chip in the Authonzation request.
3. Ensuring that Transactions are not processed as Contactless Transactions if currency conversion is
performed.
4. Submitting only a single Authorization per clearing Transaction.
Merchants that are eligible for both a Credit Card Association's No Signature Requirement Program and to
accept Contactless Cards may combine these programs to further enhance the benefits of accepting Contactless
Cards and participating in a No Signature Required Program
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Chapter
3
Settling Daily Transactions
This chapter describes how to settle your daily Transactions. The guidelines for Settlement within this chapter can
help you:
• Eliminate balancing errors
• Promptly record deposits to your DDA
• Prevent duplicate billing to customers
• Minimize Chargebacks
SETTLING THE DAILY BATCH
To settle the daily Batch, perform the following steps:
1. Total the day's Transaction Receipts and Credit Transaction Receipts.
2. Verify that the Transaction Receipts equal the POS Device totals. You may print a report from your
POS Device to assist you with balancing. For more mformation about balancing, refer to the instructions
that came with your POS Device.
If the totals do not balance, then do the following:
• Compare the Transaction Receipts to the individual entries in the POS Device.
• Make any necessary adjustments before transmitting or closing the Batch. To make adjustments, refer
to the instructions for your POS Device.
3. Close the Batch according to the instructions for your POS Device.
NOTE: Submit your Transactions for processing daily to obtain the most favorable pricing
PAPER DEPOSITS
If you are not using a POS Device, you must deposit Discover Network, Visa and MasterCard Transaction
Receipts or Credit Transaction Receipts within three (3) business days. Please include a Batch Header with your
Transaction Receipts.
PREPARING PAPER DEPOSITS
To prepare a paper deposit, follow these steps:
1. Place your Merchant Identification Card and the Batch Header in the Imprinter.
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2. Imprint the information onto the Batch Header.
3. Enter the total number and dollar amount of Transaction Receipts. It is not necessary to separate the
Discover Network, Visa and MasterCard Transaction Receipts.
4. Enter the total number and dollar amount of Credit Transaction Receipts.
5. Review the Transaction Receipts and Credit Transaction Receipts to make sure they bear legible Discover
Network, Visa or MasterCard numbers and amounts. Visa uses 1 6 -digit account numbers beginning with a
"4" and MasterCard uses 1 6 -digit account numbers beginning with a "5." Discover Network uses 1 6 -digit
account numbers beginning with a "6."
6. Enter the net amount of the Transaction Receipts and the Credit Transaction Receipts.
7. Fill m the date and your DDA (Demand Deposit Account) number.
8. Place the bank copy of all Transaction Receipts and Credit Transaction Receipts behind the Batch Header
and insert them into the Merchant deposit envelope, which is addressed to the paper processmg center. If
you need additional Merchant deposit envelopes, please contact Merchant Services.
9. Retain a copy of the Batch Header, along with your copies of the Transaction Receipts and Credit
Transaction Receipts for your records.
10. Make sure the paper processing center address is on the front of the envelope.
11. Mail- the Merchant deposit envelope.
12. Store paper drafts appropriately. For storage requirements for paper drafts in compliance with the PCI Data
Security Standard, visit:
http://www.pcisecuritvstandards.org/security standards/pci dss.shtml.
ADJUSTMENTS
If we detect an imbalance between your Batch Header and the attached Transaction Receipts, we make an
adjustment to your DDA and send you an adjustment notice. Remember, adjustments differ from Chargebacks.
If you have any questions concerning an adjustment, contact Merchant Services.
The most common reasons for adjustments include:
• The Transaction Receipts received do not match the amount shown on the Batch Header
• A Card number is invalid or illegible. To receive credit, you must correct the number and resubmit the
Transaction Receipt with a new Batch Header.
• Your DDA was credited in error or has been debited to reflect a Negative Deposit.
Remember to reconcile your monthly Merchant Statements with your DDA statement, along with any
adjustment notices you may have received.
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Chapter
4
Preventing Card Fraud
It is important to take steps to educate yourself and your staff to reduce your risk of accepting a counterfeit or
fraudulent Card Transaction. Remember that you are responsible for all Chargebacks, including those for fraudulent
Transactions. Fraudulent Card sales involve an invalid Card account number or, more commonly, a valid Card
number presented by an unauthorized user. Fraud normally occurs within hours of the loss, theft, or compromise of a
Card number or Card, and before most victims report the Card missing or discover the compromise.
If a Transaction is declmed, do not request a Code 10 Authorization and do not complete the Transaction. However,
if you receive an Approval Code but suspect a Card has been altered or is counterfeit, call the Voice Authorization
Center and request a Code 10 Authorization (see Chapter 5, Code 10 Procedures).
The following sections provide tips to assist you in protecting yourself against fraud losses.
IDENTIFYING SUSPICIOUS CUSTOMER ACTIONS
Common sense is the best guide for spotting suspicious behavior. Be sure you combine watchfulness with
proper Card identification and validation techniques.
Be aware of customers who:
• Make indiscriminate large dollar purchases without regard to size, color, style, or price
• Question the sales clerk about credit limits or the Authorization process
• Attempt to distract the sales clerk (e.g., continually delay selections, talk continuously)
• Hurry a clerk at quitting time
• Purchase a high -ticket item, such as a wide-screen HDTV monitor or other large item, and insist on taking
it immediately, rather than having it delivered—even when delivery is included in the price
• Buy a high -ticket item and request that it be sent next day air or request for someone else to pick up the
purchase at a later time
• Pull a Card from a pocket rather than a wallet
• Sign the Transaction Receipt in a deliberate or unnatural manner
• Appear too young to make purchases with a Card
• Buy clothing without trying it on for size or decline alterations that are mcluded in the price
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• Charge expensive items on a newly valid Card
• Do not have a driver's license, tell you that his or her driver's license is in the car, or provide only a
temporary license without a photo
• Do not ask questions on major purchases
• Make purchases, leave the store, and return to make more purchases
• Make purchases just after the store opens or just before it closes
• Use a Card belonging to a friend or relative
• Ship purchases to an address outside of the U.S.
• Recite the Card number from memory rather than presenting the Card itself
• Ask to see the Card again before signing the Transaction Receipt
IDENTIFYING SUSPICIOUS CARD NOT PRESENT TRANSACTIONS
The increased use of Electronic Commerce, mail, and telephone orders has resulted m an increasing amount of
fraud. If you accept Card Not Present Transactions, take caution if a customer attempts to:
• Request delivery to a freight forwarder
• Order goods and/or services via a free e-mail service
• Request that an order be rushed and wants a tracking number as soon as possible
• Purchase items that the merchant does not sell (the most common items are laptop computers and
cellular phones)
• Use more than one Card for any given purchase (also known as a "Split Ticket")
• Use Cards that have sequential numbers or patterns
• Place an unusually large or uncommon order compared to your typical Transactions
• Use a Card issued by a foreign bank along with one of the other actions within this list
• Request delivery to a post office box
• Request delivery to a foreign country
• Utilize phone relay service where the Cardholder does not speak directly to the Merchant
• E-mail purchase orders that involve multiple Card accounts in which each order includes the same product
and dollar amount. This is sometimes common for Transactions resulting in foreign Card fraud
• Place an order and then call back to place subsequent orders usmg the same or different Cards
You should be particularly careful if you sell products that are easily resold. For example, computers and
computer equipment, printer cartridges, and jewelry are more susceptible to fraud than perishable items such as
food—although criminals can victimise virtually any type of business.
NOTE: If you receive an order for a large purchase for delivery to a foreign country or to a freight forwarder,
we recommend that you contact your Voice Authorization Center to request a Code 10 specifically identifying
the Transaction as a large foreign shipment Transaction.
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IDENTIFYING VALID CARDS
Cards share similar qualities to help identify their validity, and there are anti -fraud safeguards unique to each
Card brand.
CARDS AND SIGNATURES
You should not accept a Card that is not signed. Many Card users write "Use other ID" (or something
similar) in the signature panel because they believe it provides a higher level of security. This is not
actually true, it simply allows a thief to sign his or her own name or use a fake ID with any signature.
If an unsigned Card is presented to you:
1. Inform the customer that the Card must be signed.
2. Have the customer sign the Card in your presence and provide a current, valid government ID that has
been signed (such as a passport or driver's license). Do not accept a temporary form of ID, such as a
temporary driver's hcense .that does not have a photo.
3. Compare the signature on the ID to that on the Card.
4. If the customer refuses to sign the Card, do not complete the Transaction. Remember, you are liable for
any Transaction processed with a fraudulent Card.
CARD PROCESSING TIPS
After you swipe a Card, the POS Device prompts you for specific information. The POS Device may also
prompt you to enter the last four digits of the account number to verify that the embossed account number
matches the number on the Magnetic Stripe (on the back of the Card). If the numbers do not match, the
POS Device indicates a mismatch of the digits or an invalid Card. Do not accept the Card. Once you
receive an Approval Code, verify that the Card number on the Transaction Receipt matches the number
embossed on the Card. If it does not match, do not accept the Card.
CHARACTERISTICS OF MOST CARDS
These characteristics typically apply to most Card brands.
• Overall Card Quality: A Card may be any color (but is never faded or washed out) or feature a
background pattern or photograph. The Card's edge should be smooth and clean, never rough. The
print should be crisp and clear.
• Matching Account and BIN Numbers: An identical series of numbers (known as the Bank
Identification Number [BIN]) is printed directly above or below the first four embossed numbers on
the Card and in the signature panel.
• Embossing Quality: A hot iron is sometimes used to smooth embossed numbers and then emboss new
numbers. When this is done, the numbers can appear irregular in spacing or in vertical alignment, or
there can be a slight "halo" around the numbers. This technique is also used to modify the expiration
date, so check both the month and the year for alterations. Refer to Chapter 4, Examples of Tampering,
for details.
• Hologram Quality: An authentic Hologram should reflect light and change in appearance as you
move the Card. It should barely catch your fingernail, but should not be such that you can peel it off. A
fake Hologram is often a sliver of tin foil that lacks the features of an authentic Hologram.
• Card Account Number and Card Identification Number: The signature panel on the back of the
Card should include either the entire Card account number or its last four digits, followed by the Card
Identification Number. These numbers should be printed in reverse italics and should match the
embossed numbers.
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• Signature Panel Quality: The signature panel should not be defaced (e.g., peeled -off white plastic,
smudged imprinting, or "void" appearing in the signature panel). Refer to Chapter 4, Examples of
Tampering, for details.
• Signature Panel Print Design: With the exception of some ATM Cards and various store -branded
Cards, signature panels are rarely plam white. They usually contain an overprint or watermark.
UNIQUE CARD CHARACTERISTICS
For the unique Card design elements specific to the Cards, please visit the following Card websites.
MasterCard: http://www.mastercard.com/us/personal/en/aboutourcards/credit/index.html
Visa: http://usa.visa.com/personal/cards/credit/index.html
American Express: http://www201.amencanexpress.com/getthecard/home
Discover Network: http://www.discovercard.com
EXAMPLES OF TAMPERING
The following section identifies common Card tampering techniques. Although an American Express Card
is used in the examples, these tampering methods are widespread among all Card types.
FRAUDULENT EMBOSSING Characteristics of fraudulent Embossing include:
Figure 4-5. Example of Fraudulent Embossing
• The black ink on the Card number (1) or Cardholder name (2) is smudged or messy.
• The Embossed numbers are crooked, out of line, or unevenly spaced (2).
• The typeface of the Card account number does not match the rest of the Card typeface (2).
• The Card number embossed on the front does not match the number printed on the back (1).
ALTERED MAGNETIC STRIPE
Characteristics of altered Magnetic Stripes include:
• The Card number on the printed Transaction Receipt does not match the number embossed on the front
of the Card or imprinted on the back.
• The name printed on the Transaction Receipt does not match the name embossed on the Card.
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• The Magnetic Stripe is deliberately scratched or altered making it necessary to manually key the Card
account number.
• The signature panel has been whited out, taped over or erased.
IDENTIFYING SUSPICIOUS EMPLOYEE ACTIONS
Be aware - not all Card fraud is committed by Customers. Sometimes employees engage in fraud using the
following activities:
• Record Card Numbers: Employees may pocket receipts left behind by Cardholders or may write Card
numbers on another piece of paper.
• Use Card Skimmers: Employees may use a Card skimmer (i.e., a battery-operated, hand-held electronic
device) that reads a Card's Magnetic Stripe and records it to memory. Card numbers are then downloaded
from the skimmer and used to make counterfeit Cards or make unauthorized purchases. Some Card
companies offer a reward for information leading to the arrest and conviction of anyone involved in the
manufacture or use of counterfeit Cards.
• Process Credit Transactions to Personal Card Accounts: Employees may issue credits to their own
Card or to an accomplice's Card using the Merchant's POS Device. Often these credits do not have an
offsetting prior sale.
NOTE: Most POS Device products allow a Merchant to require a password in order to process a Credit
Transaction.
To help prevent employee -related fraud, do the followmg:
• Reconcile your work daily rather than monthly.
• Password protect your POS Device, if this feature is available.
• Disable the credit function on your POS Device.
• Secure your POS Device durmg non -business hours.
FACTORING
Factoring (also known as Laundering) occurs when you process another person's transactions through your
Merchant account. Processing transactions which belong to another person or business is in violation of the
Agreement and is prohibited by law in many states. Factoring may result in the termination of your Card
acceptance privileges.
Be wary of the "fellow business person" who offers to pay you to process card transactions in return for a fee.
These transactions are often questionable or fraudulent. These schemes typically result in a flood of
Chargebacks which are debited from your DDA. By the time you realize this has occurred, the other business
will most likely have relocated under a different name.
To protect you from these schemes and the devastating losses that ensue, educate yourself and your staff about
this serious problem and immediately report Factoring propositions to us or to the U.S. Secret Service.
Remember, you are responsible for all transactions processed using your Merchant Identification Number, so
make sure that all transactions processed through your account represent transactions between you and the
Cardholder.
Merchant will not present for processing or credit, directly or indirectly, any Transaction not originated
as a result of a transaction directly between Merchant and a Cardholder or any Transaction Merchant
knows or should know to be fraudulent or not authorized by the Cardholder. Perpetrators of fraudulent
Transactions will be referred to law enforcement officials. Merchant will not deposit any Transaction
Receipt representing the refinancing of an existing obligation of a Cardholder.
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Chapter
5
Code 10 Procedures
Code 10 is a term used by the Credit Card Associations to refer to suspicious or questionable Transactions, Cards, or
Cardholders.
If you are suspicious of a Card Transaction, contact your Voice Authorization Center and request a Code 10
Authorization. Using the term "Code 10" allows you to call the Voice Authorization Center to question the
Transaction without alerting the Cardholder. Follow the instructions given to you on how to proceed to minimize
any discomfort between you and the Cardholder.
NOTE: Be alert to individuals who contact your business via phone or the Internet attempting to make
large purchases for overseas shipment, direct or through a freight forwarder. These individuals may utilize
one or more Cards in their "urgent" request. If you receive such a request, we encourage you to contact
your Voice Authorization Center to request a Code 10, specifically identifying the Transaction as a large
foreign shipment Transaction.
NOTE: Fraudulent transactions, even when authorized, are subject to Chargebacks, and final payment is
not guaranteed.
CODE 10 AUTHORIZATION NUMBERS
To request a Code 10 Authorization for a Discover Network, Visa or MasterCard Transaction, call the telephone
number on your Voice Authorization sticker (located on the Terminal). To request a Code 10 Authorization for
American Express, call one of the following numbers:
• (800) 528-2121 (provides Approval Codes and verifies names and addresses)
• (800) 876-9786 (validates consumer information)
WHAT TO DO WITH AN UNAUTHORIZED CARD
If you are informed that a Card has been reported lost or stolen, or is otherwise invalid, do not complete the
Transaction.
Card Recovery. If Merchant chooses to recover any Card, Merchant will use reasonable, peaceful means to
recover any Card: (i) on Visa Cards, if the printed four digits below the embossed account number do not match
the first four digits of the embossed account number; (ii) if Merchant is advised by Member (or its designee),
the Issuer, or the designated voice authorization center to retain it; (iii) if Merchant has reasonable grounds to
believe the Card is lost, stolen, counterfeit, fraudulent, or otherwise invalid, or its use is not authorized by the
Cardholder; or (iv) for MasterCard Cards, if the printed four digits below the embossed account number do not
match the first four digits of the embossed account number, or the Card does not have the "Twin Globes"
hologram on the lower right corner of the Card face.
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If you are instructed to retain the Card, follow these procedures:
• Maintain a record of the Card number in your files.
• Cut the Card through the account number lengthwise without damaging the Magnetic Stripe.
• Gather the following information:
• Merchant's name, Merchant Identification Number, telephone number, and address
• Employee's name, telephone number, and address
• Card account number
• Reason for recovery
• Mail the information to:
Exception Processing
ATTN: Card Pick Up
Elavon, Inc.
7300 Chapman Highway
Knoxville, TN 37920
NOTE: Do not challenge the Card user. Avoid any physical confrontation with anyone who may be using a
lost, stolen, or otherwise invalid Card. Do not jeopardize your safety or that of your employees or Customers.
Once the person leaves your location, note in writing his or her physical characteristics and any other relevant
identification information. Keep in mind that a reward may be offered by the Issuer for the recovery and return
of a lost, stolen, or otherwise invalid Card.
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Chapter
6
Retrieval Requests and
Chargebacks
A Cardholder or Issuer may dispute a Transaction for any number of reasons, including a billing error, a quality
dispute, or non -receipt of goods and/or services. This chapter describes the process for handling disputed
Transactions by explaining Retrieval Requests and Chargebacks.
Disputes With Cardholders. All disputes by any Cardholder relating .to any Transaction will be settled between
Merchant and the Cardholder. Neither Servicer nor Member bears any responsibility for such Transactions or
disputes, other than with respect to processing Chargebacks under the Payment Network Regulations.
NOTIFICATION OF RETRIEVAL REQUESTS AND CIARGEBACKS
Merchant is fully responsible for all Retrieval Requests and Chargebacks under the Payment Network
Regulations. Upon receipt of a Retrieval Request or Chargeback from a Payment Network, Servicer and
Member will forward such request or documentation to Merchant. Merchant is responsible for responding, as
appropriate, to each Retrieval Request or Chargeback, including providing a copy of the relevant Transaction
Receipt to Servicer. In addition, Merchant will cooperate with Servicer and Member in complying with the
Credit Card Rules and Debit Card Rules regarding Retneval Requests and Chargebacks. The following is a non -
exhaustive list of reasons for which Merchant may incur a Chargeback. It is not a complete list of Chargeback
reasons and is intended only to provide the most commonly encountered situations where a Chargeback may
occur:
• Failure to respond to a Retrieval Request or failure to provide a legible, complete, or proper copy of a
Transaction Receipt in response to a Retrieval Request
• Unauthorized use of a Card as alleged by the Cardholder
• Dispute by the Cardholder over the quality of goods or services
• Failure by Merchant to provide goods or services
• The Transaction Receipt does not bear the Cardholder's signature
• The Transaction Receipt represents a Transaction for which Authorization was initially declined and was
subsequently obtained by means of multiple Authorization attempts or other means not permitted hereunder
• The Transaction Receipt fails to comply with the terms and conditions of the Agreement or fails to comply
with the Card Rules
• The Transaction evidenced by a Transaction Receipt or any other credit extended in respect thereof
includes a cash disbursement made by the Merchant
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• The Transaction evidenced by a Transaction Receipt or any other credit extended in respect thereof is for
any reason illegal, null or void
• The Transaction Receipt refers to a Card which has expired or which Servicer or Member has notified
Merchant not to honor
• Copies of the Transaction Receipt have been deposited by Merchant more than once or Member or Servicer
has credited the account more than once with the same Transaction Receipt
• The Merchant has processed a Transaction for goods sold or services performed (or alleged to have been
sold or performed) by parties other than Merchant
• An Electronic Commerce Transaction is or is claimed by the Cardholder to be unauthorized except where
the Merchant provides Servicer with the appropriate Cardholder authentication verification value which
matches that passed to Merchant by the Issuer for such Electronic Commerce Transaction
• You may elect to receive Retrieval Requests and Chargeback notices by either U.S. mail or Autofax. To
update or change the way you receive a Retrieval Request or Chargeback notification, contact Merchant
Services or the Chargeback department at the toll-free telephone number listed on your notice
RETRIEVAL REQUESTS
A Retrieval Request is made by the Issuer on behalf of the Cardholder for a copy of the Transaction Receipt. A
Retrieval Request (also known as a Copy Request) most often occurs when a Cardholder:
• Loses his or her copy of the Transaction Receipt,
• Does not remember the Transaction,
• Questions the Transaction for any reason.
The Retrieval Request notice you receive will include the following information to help you identify the
Transaction:
• Card number. Retrieval Request notices do NOT include the Cardholder's name, because this information
is not provided by the Issuer.
• Dollar amount. For Transactions charged 011 foreign Cards, the dollar amount may vary because of
currency exchange rates.
• Transaction Date. The Transaction Date listed on the Retrieval Request may differ a few days from the
date of the actual Transaction. If you cannot locate a specific Transaction Receipt in your records for the
date specified on the Retrieval Request notice, search your records for three days before and three days
after the Transaction Date listed.
When you receive a Retrieval Request notice, you are required to provide us with a copy of the applicable
Transaction Receipt so we can send it to the Issuer on your behalf. The Transaction Receipt copy must be clear
and legible, signed by the Cardholder, and provided within the time frame specified in the notice.
We suggest you maintain Transaction Receipts in chronological order so that you can retrieve them quickly and
easily when needed. Records may be stored off site, provided they are secure and readily accessible to the
appropriate personnel. Remember, all records must be retained for a minimum of two (2) years.
Your response to a Retrieval Request may be sent by fax or U.S. mail, as outlined in the Retrieval Request
notice. Due to possible delays using U.S. mail, we recommend that you fax the response or send it via overnight
mail. If you elect to send your response via U.S. mail, make sure you allow sufficient time to meet the deadline.
If we do not receive your response to the Retrieval Request by the deadline given, a Chargeback will be issued
and your DDA will be debited for the amount of the Transaction. This type of Chargeback cannot be reversed.
To avoid such Chargebacks, you should make it a priority to respond to Retrieval Request notices as soon as
you receive them.
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CHARGEBACKS
A Chargeback is a Transaction disputed by the Cardholder or an Issuer. If you receive a Chargeback, we debit
your DDA for the amount of the Transaction, including any applicable currency fluctuations, and send you a
Chargeback notice. This notice includes the details of the Transaction as well as specific instructions 011 how to
respond.
There are several situations in which Chargebacks may occur. The most common Cardholder -initiated disputes
mclude:
• Dissatisfaction with the quality of merchandise or services received
• Failure to receive merchandise or services
• A questionable Transaction
• A processing error by Merchant staff
• Unauthorized use of a Card
While it may not be possible to eliminate Chargebacks entirely, you can reduce their occurrence by resolving
issues and disputes directly with the Cardholder and by following the proper Authorization and processing
procedures. Because Chargebacks can be costly to the Merchant, you should make every effort to prevent them.
Generally, you should remember to:
• Avoid duplicate processing of a Transaction.
• Work with the Cardholder to resolve disputes regarding the quality of merchandise or services rendered.
• Refuse to process a Transaction when you receive a Declmed Code during Authorization.
• Call for Voice Authorization, if needed.
• Call for a Code 10 Authonzation if you are still suspicious of the Cardholder, Card, or Transaction after
receiving an Approval Code.
• Follow the procedures for processing Transactions as outlined in Chapter 3, Settling Daily Transactions.
• Include a description of the goods or services on the Transaction Receipt.
• Deliver merchandise or services before charging the Card.
• Obtain an Authorization Code.
• Include the CVV2/CVC2/Cla and AVS codes for Card Not Present Transactions, if applicable.
• Submit Transaction Receipts on the same day Transactions are authorized.
• Make sure an Imprint appears on a manual Transaction Receipt or that the relevant Transaction information
appears on the POS Device -generated Transaction Receipt (see Chapter 2, Transaction Receipts, for more
details).
• Never accept expired Cards or Cards having effective dates prior to the date of the Transaction.
• Make sure the signature on the Transaction Receipt matches the signature on the back of the Card.
• Obtain a signature from the Cardholder when merchandise is delivered.
• Be cautious of shipments to an address other than the Cardholder's billing address.
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HOW TO RESPOND TO A CHARGEBACK
A Merchant's written reply to a Chargeback is known as a Chargeback rebuttal.
You must submit your rebuttal to us in a timely manner so we can present it to the Issuer. If you submit a
valid rebuttal, we issue a provisional credit in the amount of the Transaction to your DDA. The Issuer will
then review your rebuttal to determine if the Chargeback is remedied. If the Issuer determines that the
Chargeback is not remedied, they will initiate a second Chargeback and we debit your DDA a second
time.
You must submit a legible and valid rebuttal within the time frame specified in the Chargeback notice.
Failure to do so will delay credit to your DDA and may result in a waiver of your right to rebut the
Chargeback.
For more information on rebuttal procedures, contact the Chargeback department using the toll free number
provided in the Chargeback Notice.
CHARGEBACKS THAT CANNOT BE REVERSED
There are specific instances when a Chargeback cannot be reversed. In these cases, you are responsible to us for
the Transaction amount regardless of the Authorization Code you received. These situations include:
• When the Card is present but it is not swiped or manually Imprinted;
• When the Card is present but you did not have the Cardholder sign the Transaction Receipt; and/or
• When the signature on the Transaction Receipt does not match the signature of the Cardholder on the back
of the Card.
EXCESSIVE ACTIVITY
Merchant's presentation to Servicer of Excessive Activity will be a breach of the Agreement and cause for
termination of the Agreement if the Excessive Activity thresholds outlined in this section are met for
Merchant's accounts as a whole. Alternatively, in Servicer's sole reasonable discretion, if Excessive Activity
occurs for any one or more terminal identification number(s) or merchant identification number(s), only the
account(s) that meet the Excessive Activity threshold may be terminated. "Excessive Activity" means, during
any monthly period, Chargebacks and/or Retrieval Requests in excess of one percent (1%) of the gross dollar
amount of Merchant's Transactions or returns in excess of two and one-half percent (2.5%) of the gross dollar
amount of Transactions. Merchant authorizes, upon the occurrence of Excessive Activity, Member and Servicer
to take additional actions as either of them may deem necessary including, without limitation, suspension of
processing privileges or creation or maintenance of a Reserve Account in accordance with the Agreement.
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Chapter
7
Dynamic Currency Conversion
Transactions
Dynamic Currency Conversion is a service that allows a Merchant to offer international Cardholders the option to
pay in their local currency rather than U.S. Dollars at the point-of-sale. This chapter describes how to process
Dynamic Currency Conversion (DCC) Transactions for the designated Cards. These guidelines can help you:
• Understand your responsibilities for DCC Transactions
• Deal with face-to-face DCC Transactions
• Handle mail order and telephone order DCC Transactions
• Process Electronic Commerce DCC Transactions
• Accept Express Service Transactions (in limited Travel and Entertainment (T&E) situations) as DCC
Transactions
YOUR RESPONSIBILITIES AND RESTRICTIONS
You must register with the Payment Networks through us prior to offering DCC service to Cardholders.
You have sole responsibility to comply with Laws and Payment Network Regulations governing DCC
Transactions, including all of the following:
• You must inform the Cardholder that the DCC Transaction is optional and that .the Cardholder does not
need to do anything additional to have the Transaction processed in his or her local currency. The
Cardholder must expressly agree to the DCC Transaction and acknowledge that his or her decision to
accept currency conversion is fmal as noted on the Transaction Receipt. You are prohibited from using any
customer service procedure or contractual language that creates a DCC Transaction for the Cardholder by
default.
• You are prohibited from converting a DCC Transaction in your local currency into an amount in a
Cardholder's billing currency after the Transaction has been completed with the Cardholder but not yet
entered into Interchange.
• The Agreement may be terminated for your failure to comply with the DCC requirements.
FACE-TO-FACE TRANSACTIONS
In addition to the appropriate electronic or manual Transaction Receipt requirements, Dynamic Currency
Conversion Transaction Receipts must also include:
• The price of the goods or services in the Merchant's local currency, accompanied by the currency symbol
next to the amount.
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• The total price in the Transaction Currency accompanied by the words "Transaction Currency" and the
currency symbol next to the amount.
• The exchange rate, including any commission, used to convert the total price from the Merchant's local
currency to the Transaction Currency.
• A statement in an area easily seen by the Cardholder stating that the Cardholder was offered the option to
pay in the Merchant's local currency and that the choice of currency is final.
MAIL ORDER & TELEPHONE ORDER (MO/TO) TRANSACTIONS
Prior to initiatmg a MO/TO DCC Transaction, you must inform the Cardholder verbally or in writing of all of
the following information:
• Price of the goods or services in the Merchant's local currency.
• Exchange rate, includmg any commission, that will be used to convert the Transaction amount from the
Merchant's local currency to the Cardholder's local currency.
• Total price in the Transaction Currency.
• That the Cardholder has a choice of payment currencies,including the Merchant's local currency.
• That the choice of currency is final.
In addition to the appropriate electronic or manual Transaction Receipt requirements, MO/TO DCC Transaction
Receipts must also include:
• The price of the goods or services in the Merchant's local currency, accompanied by the currency symbol
next to the amount.
• The total price in the Transaction Currency accompanied by the words "Transaction Currency" and the
currency symbol next to the amount.
• The exchange rate, including any commission, used to convert the total price from the Merchant's local
currency to the Transaction Currency.
• A statement m an area easily seen by the Cardholder stating that the Cardholder was offered the option to
pay in the Merchant's local currency and that the choice of currency is fmal.
ELECTRONIC COMMERCE TRANSACTIONS
Prior to initiating an Electronic -Commerce (EC) DCC Transaction, you must inform the Cardholder of all of the
following information:
• Price of the goods or services in the Merchant's local currency.
• Exchange rate, including any commission, that will be used to convert the Transaction amount from the
Merchant's local currency to the Cardholder's local currency.
• Total price in the Transaction Currency.
• That the Cardholder has a choice of payment currencies, including the Merchant's local currency.
• That the choice of currency is fmal.
You must provide this information with an "accept" or other affirmative button that requires Cardholder
agreement to proceed.
In addition to the appropriate electronic or manual Transaction Receipt requirements, EC DCC Receipts must
also include:
• The price of the goods or services in the Merchant's local currency, accompanied by the currency symbol
next to the amount.
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• The total price in the Transaction Currency accompanied by the words "Transaction Currency" and the
currency symbol next to the amount.
• The exchange rate, including any commission, used to convert the total pnce from the Merchant's local
currency to the Transaction Currency.
• A statement in an area easily seen by the Cardholder stating that the Cardholder was offered the option to
pay in the Merchant's local currency and that the choice of currency is final.
EXPRESS SERVICE TRANSACTIONS (LIMITED T&E SITUATIONS)
Prior to initiating a T&E DCC Transaction, you must inform the Cardholder of all of the following information:
• The specific currency in which the conversion will take place.
• That the Cardholder has a choice of payment currencies, including the Merchant's local currency.
• The Cardholder understands a DCC Transaction will take place.
• That the choice of currency is final.
• That the currency conversion rate is determined at a later time without further Cardholder consultation.
This information must be documented in a written agreement that is signed by the Cardholder before checkout
or rental return.
In addition to the appropriate electronic or manual Transaction Receipt requirements, T&E DCC Transaction
Receipts must also include:
• The price of the goods or services in the Merchant's local currency, accompanied by the currency symbol
next to the amount.
• The total price in the Transaction Currency accompamed by the words "Transaction Currency" and the
currency symbol next to the amount.
• The exchange rate, including any commission, used to convert the total pnce from the Merchant's local
currency to the Transaction Currency.
• A statement m an area easily seen by the Cardholder stating that the Cardholder was offered a choice of
payment in the Merchant's local currency and that the choice of currency is final.
The Merchant must send the Cardholder a copy of the Transaction Receipt through the postal service within
three (3) business days of completing the Transaction. -The Merchant must process any delayed or amended
charges at the same currency conversion rate as the original DCC Transaction.
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Chapter
8
Vehicle Rental or Leasing
Authorization Procedures
In addition to the Authorization procedures set out in this document, Merchants that provide vehicle rental shall
follow the procedures set out in this chapter.
PREPARATION OF TRANSACTION RECEIPTS
EXECUTION
You must prepare Transaction Receipts for all Transactions as described in Chapter 2, Transaction
Receipts. The Cardholder must sign the Transaction Receipt. However, the Cardholder must not be
required to sign until the total Transaction amount is known and indicated on the Transaction Receipt.
MULTIPLE CARD TRANSACTION SALES
The Merchant will include all items of goods and services purchased or leased in a single Transaction in the
total amount of a single Transaction Receipt except:
• When the balance of the amount due is paid by the Cardholder at the time of sale in cash or by check
or both
• When the Merchant is providing vehicle rental or leasing and the Transaction involves an additional
ancillary charge or a calculation error for which a separate Transaction Receipt is completed and
deposited
If Merchant is engaged in vehicle rental or leasing, Merchant may obtain Authorization for such
Transactions based upon estimates of the Transactions according to the following procedures:
1. The Merchant estimates the amount of the Transaction based on the Cardholder's intended rental
period at the time of rental, the rental rate, tax and mileage rates and ancillary charges. The estimate
may not include an extra amount for possible car damage, or for the insurance deductible amount if the
Cardholder has waived insurance coverage at the time of rental.
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2. If the Merchant later estimates that the Transaction amount will exceed the initial estimated
Transaction amount, the Merchant may obtain additional authorizations for additional amounts (not
cumulative of previous amounts) at any time before the rental return date. The Merchant must disclose
to the Cardholder the authorized amount for the estimated car rental or leasing Transaction on the
rental date. A final or additional authorization is not necessary if the actual Transaction amount does
not exceed 115% of the sum of the authorized amounts.
3. If the Merchant alters a Transaction Receipt or prepares an additional Transaction Receipt to add
delayed or add-on charges previously specifically consented to by the Cardholder, the Merchant must
deliver an explanation of the change to the Cardholder (i.e., mail a copy of the amended or additional
Transaction Receipt to the Cardholder),, and the Merchant must fully comply with the requirements in
Chapter 8, Vehicle Rental Or Leasing Ancillary Charges.
4. Regardless of the terms and conditions of any written pre -Authorization form, the Transaction Receipt
amount for a vehicle rental or lease Transaction cannot include any consequential charges. The
Merchant may pursue consequential charges set forth in its terms and conditions by means other than
Card Transaction.
VEHICLE RENTAL OR LEASING ANCILLARY CHARGES
If the Merchant discovers additional ancillary charges or an error in calculation after the rental car is returned,
the Merchant may bill the Cardholder provided that the signed rental contract allows for additional charges and
final audit.
The Merchant may not recover charges related to car damage, theft or loss. Valid charges may include:
• Taxes
• Mileage charges
• Fuel
• Insurance
• Rental fees
• Parking tickets and other traffic violations
For parking tickets and traffic violations:
• The incident must have occurred while the Cardholder was in possession of the vehicle,
• The Merchant must support the charge with documentation from the appropriate civil authority, including
the license number of the rental vehicle, date, time and location of the violation, statute violated, and
amount of the penalty.
These charges must be processed on a delayed or amended Transaction Receipt within 90 calendar days of the
rental return or base end date. A copy of this Transaction Receipt must be mailed to the Cardholder's address as
indicated in the rental contract or folio. This Transaction Receipt does not require the Cardholder's signature if
the Merchant:
• Has the signature on file, and
• Includes "Signature on File" on the signature line.
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Chapter
9
Lodging Accommodations
Authorization Procedures
In addition to the Authorization procedures set out in this document, Merchants that provide lodging
accommodations in the hotel and hospitality industry shall follow the procedures set out in this chapter.
PREPARATION OF TRANSACTION RECEIPTS
EXECUTION
You must prepare Transaction Receipts for all transactions as described in Chapter 2, Transaction Receipts.
The Cardholder must sign the Transaction Receipt. However, the Cardholder must not be required to sign
until the total Transaction amount is known and indicated on the Transaction Receipt.
MULTIPLE CARD TRANSACTION SALES
The Merchant must include all goods and services purchased or leased in a single Transaction in the total
amount of a single Card Transaction except:
• When the balance of the amount due is paid by the Cardholder at the time of sale in cash, check or
both,
• When the Merchant is providing lodging accommodations and the Transaction involves (1) Advance
Deposit Services or (2) an additional ancillary charge for which a separate Transaction Receipt is
completed and deposited.
The Merchant may obtain authorizations for Card Transactions involving the provision of lodging
accommodations based upon estimates of the transactions according to the following procedures:
1. The Merchant must estimate the amount of the Transaction based on the Cardholder's intended length
of stay at check-in time, the room rate, applicable tax and/or service charge and any Merchant -specific
methods for estimating additional ancillary charges. Merchant must request Authorization for the
estimated amount of the Transaction.
Merchants approved for participation in the Visa/MasterCard Prestigious Hotel Authorization Service
are exempt from this requirement if estimates to do not exceed the service's established floor limits. In
this event, the Merchant must obtain a Status Check Authorization of $1.00 (one dollar).
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2. If the Merchant later estimates that the Transaction amount will exceed the floor limit (m cases where
no Authorization was required) or will exceed the amount previously authorized (in all other cases),
based on the Cardholder's actual charges, the Merchant must request Authorization for the increase in
the estimated Transaction amount. If necessary, the Merchant may obtain and record additional
Authorizations for additional amounts (not cumulative of previous amounts) at any time before the
check-out date.
A final or additional Authorization is not necessary if the actual Transaction amount does not exceed:
• The applicable floor limit or
• 115% of the sum of the authorized amounts.
3. The Merchant must record on the Transaction Receipt the Authorization amount(s), Authorization
date(s), and Authorization code(s) for all authorizations obtained. If Authonzation is declined, the
Merchant must follow its normal procedures for a declined Authorization.
4. If the Merchant alters a Transaction Receipt or prepares an additional Transaction Receipt to add
delayed or add-on charges previously specifically consented to by the Cardholder, the Merchant must
deliver an explanation of the change to the Cardholder (i.e., mail a copy of the amended or additional
Transaction Receipt to the Cardholder), and the Merchant must fully comply with the requirements in
Chapter 9, Lodging Accommodations Ancillary Charges.
5. The Merchant understands that its right to use special Authorization procedures under this section
may be terminated at any time if Servicer, Discover Network, Visa, or MasterCard determines in its
sole discretion that Merchant has been abusing its privileges under or not complying with prescribed
procedures.
LODGING ACCOMMODATIONS ANCILLARY CHARGES
If the Merchant discovers additional ancillary charges after the Cardholder has checked out, the Merchant may
bill the Cardholder provided that the Cardholder agreed to be liable for such charges.
Valid charges may include room, food, beverage and tax charges. The Merchant may not recover charges
related to theft, damage, or loss except as set out below for MasterCard Transactions.
All delayed or amended charges must be processed on a separate or amended Transaction Receipt within 90
calendar days of the check-out date. A copy of this Transaction Receipt must be mailed to the Cardholder's
address as indicated on the itemized hotel bill. This Transaction Receipt does not require the Cardholder's
signature if the Merchant:
• Has the signature on file,
• Includes "Signature on File" on the signature Ime.
MASTERCARD TRANSACTIONS FOR ANCILLARY CHARGES
For MasterCard Transactions, charges for loss, theft, or damages must be processed as a separate
transaction from the underlying rental, lodging, or similar transaction. The Cardholder must authorize the
charge after being informed of the loss, theft, or damage. To obtain the Cardholder Authorization for
damages, the Merchant must prepare a Transaction Receipt with proof of Card presence, provide the
estimated amount for repairs (indicating that the amount will be adjusted accordingly pursuant to
completion of the repairs and submission of the invoice for said repairs), and obtain the Cardholder's
signature. The final transaction amount may not exceed the Merchant's estimated amount by more than one
hundred fifteen percent (115%) (or less, as directed by local ordinances). The Merchant must submit a
credit if the fmal cost of repairs is less than the estimated amount on the Transaction Receipt. The Merchant
has thirty (30) days from the date of the subsequent transaction related to damages to submit the item into
clearing.
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LODGING RESERVATION SERVICE
In order to be eligible to accept Discover Network, Visa and/or MasterCard Cards to guarantee reservations for
lodging accommodations, the Merchant shall satisfy the following requirements and procedures:
1. Reservation Procedures
a. The Merchant shall accept all Discover Network, MasterCard or Visa Cards without discrimination for
all Cardholders requesting reservations under the applicable Card Rules.
b. The Merchant must obtain the Cardholder's name, account number, and expiration date embossed or
printed on the Card, and shall also inform the Cardholder that a Card Authorization check is made at
the time of the Cardholder's arrival.
c. The Merchant shall inform the Cardholder that the accommodations are held until check-out time on
the day following the scheduled arrival date unless canceled by 6:00 p.m. establishment time (defined
as the time zone in which the physical premises of the Merchant are located) on the scheduled amval
date. The Merchant must not require more than 72 hours cancellation notification prior to the
scheduled arrival date or as otherwise permitted under the applicable Card Rules.
d. The Merchant shall advise the Cardholder that if he or she has not checked in (registered) by check-out
time the followmg day after his or her scheduled amval date and the reservation was not properly
canceled, the Cardholder is billed for one night's lodging plus applicable tax.
e. The Merchant shall quote the rate of the reserved accommodations, the exact physical address of the
reserved accommodations, including name, address, city, state and country and provide the Cardholder
a reservation confirmation code, advising that it be retained.
f. The Merchant shall verbally confirm and, if requested, provide a written confirmation to the
Cardholder of the reservation including the Cardholder name provided by the Cardholder, account
number and Card expiration date embossed or printed on the Card, the reservation confirmation code,
name and exact physical address of the reserved accommodations, the provisions of the applicable
Card Rules relating to the Cardholder's obligation, mcluding cancellation procedures and any other
details related to the accommodations reserved, and the rate of the accommodations.
2. Cancellation Procedures
a. The Merchant shall accept all cancellation requests from Cardholders, provided the cancellation
request is made prior to the specified cancellation time.
b. The Merchant shall provide the Cardholder with a cancellation code and advise the Cardholder that it
must be retained to preserve his or her rights in case of dispute. If requested, the Merchant shall
provide (by mail) the Cardholder written confirmation of the cancellation including the Cardholder
account number, expiration date and name embossed on the Card, the cancellation code, and the details
related to the accommodations canceled, including the name of the Merchant's employee that
processed the cancellation.
3. Scheduled Arrival Date Procedures (Unclaimed Accommodations)
a. If accommodations reserved under the applicable Card Rules, have not been claimed or canceled prior
to the specified cancellation time (a "No Show"), the Merchant must hold the room(s) available
according to the reservation until check-out time the following day.
b. If the Cardholder does not cancel the reservation or does not check-in within the prescribed time, the
Merchant shall deposit a Transaction Receipt for one (1) night's lodging plus applicable tax indicating
the amount of one (1) night's lodging plus applicable tax, the Cardholder account number, expiration
date and name embossed or printed on the Card, and the words "No Show" on the Cardholder
signature line.
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c. The Merchant shall obtain an Authorization Code for the No Show Transaction.
4. Alternate Accommodations
If accommodations which were guaranteed pursuant to the Card Rules, are unavailable, the Merchant shall
provide the Cardholder with the following services at no charge:
a. The Merchant shall provide the Cardholder with comparable accommodations for one (1) night at
another establishment.
b. The Merchant shall provide transportation for the Cardholder to the location of the alternative
establishment.
c. If requested, the Merchant shall provide the Cardholder with a three (3) minute telephone call.
d. If requested, the Merchant shall forward all messages and calls for the Cardholder to the location of the
alternative establishment.
ADVANCE LODGING DEPOSIT SERVICE
In order to participate in the Advance Lodging Deposit service under which a Cardholder uses his or her Card
for payment of an advance deposit required by the Merchant to reserve lodging accommodations ("Advance
Lodging Deposit"), the Merchant shall adhere to the following procedures and requirements set forth below:
1. Reservation procedures
a. The Merchant shall accept all Cards for an advance deposit when the Advance Lodging Deposit
service is agreed to by the Cardholder.
b. The Merchant must hold a valid Advance Lodging Deposit service contract with us, either as part of
the Agreement or as a separate contract.
c. The Merchant shall determine the amount of an Advance Lodging Deposit Transaction by the intended
length of stay, which amount must not exceed the cost of seven (7) nights of lodging. The amount of
the Advance Lodging Deposit Transaction must be applied to the total obligation.
d. The Merchant shall inform the Cardholder in wasting (i) of the Merchant's advance deposit
requirements, (ii) of the reserved accommodation and the Transaction amount, (iii) of the exact
Merchant name and location, (iv) of the Merchant's cancellation policy requirements, and (v) that the
accommodations are held for the number of nights used to determine the amount of the Advance
Lodging Deposit Transaction.
e. The Merchant shall obtain the Card account number, Card expiration date, the name embossed or
printed on the Card, telephone number, mailing address, scheduled date of arrival, and intended length
of stay.
f. The Merchant shall inform the Cardholder (i) that the Merchant will hold the accommodations
according to the reservation, and (ii) that if changes in reservation are requested, written confirmation
of such changes is provided at the Cardholder's request.
The Merchant shall advise the Cardholder that if (i) he or she has not checked in by check-out time
the day following the last night of lodging used to determine the amount of the Advance Lodging
Deposit Transaction, or (ii) the reservation was not canceled by the time .and date specified by the
Merchant, the Cardholder will forfeit the entire amount of the Advance Lodging Deposit Transaction
or a portion of that amount. The Merchant shall not, under any circumstances, present any additional
No Show Transaction in connection with a Transaction made under the Advance Lodging Deposit
service.
g.
h. The Merchant shall quote the rate of the reserved accommodation, the amount of the Advance
Lodging Deposit Transaction and the exact location of the reserved accommodations. The Merchant
shall provide the Cardholder with a confirmation code (advising that it must be retained) and with the
actual date and time the cancellation privileges expire.
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J-
The Merchant shall complete a Transaction Receipt for the amount of the advance deposit, indicating
the Cardholder account number, Card expiration date, the name embossed on the Card, telephone
number, mailing address, and the words "Advance Deposit" on the signature line. The Cardholder's
confirmation code, scheduled arrival date, and the last day and time the cancellation privileges expire
without forfeiture of the deposit if the accommodations are not used must also be indicated on the
Transaction Receipt.
The Merchant shall follow normal Authorization procedures for lodging Transactions. If the
Authorization request results in a decline, the Merchant shall so advise the Cardholder and shall not
deposit the Transaction Receipt.
k. The Merchant shall mail the Cardholder's copy of the Transaction Receipt and the Merchant's written
cancellation policy to the address indicated by the Cardholder within three (3) business days from the
date of the Transaction Receipt.
1. The Merchant shall deposit the Transaction Receipt in accordance with usual procedures as specified
in this guide and the requirements for normal deposit for lodging Merchants as specified in the Card
Rules.
2. Cancellation Procedures
The Merchant shall adhere to the following procedures when the Cardholder cancels the reservation on a
timely basis:
a. The Merchant shall accept all cancellation requests from Cardholders, provided the cancellation
request is made pnor to the specified cancellation dateand time.
b. The Merchant shall provide a cancellation code and advise the Cardholder that it must be retained to
preserve his or her rights in the case of dispute.
c. The Merchant shall complete a Credit Transaction Receipt including the entire amount of the
Advance Lodging Deposit Transaction, the Cardholder account number, Card expiration date, the
name embossed or printed on the Card, mailing address, the cancellation code, and the words
"Advance Deposit Cancellation" on the signature line.
d. The Merchant shall (1) deposit the Credit Transaction Receipt within three (3) calendar days of the
Transaction Date, and (2) mail the Cardholder's copy of the credit voucher to the address indicated by
the Cardholder within three (3) business days from the date -of the issuance of the Transaction Receipt.
3. Alternate Accommodations
a. If accommodations which were reserved under the Advance Lodging Deposit Service are unavailable,
the Merchant shall complete and deliver to the Cardholder a Credit Transaction Receipt to refund the
entire amount of the Advance Lodging Deposit Transaction.
b. The Merchant shall provide the following services at no charge to the Cardholder:
i At least comparable accommodations at an alternative establishment (a) for the number of nights
used to determine the amount of the Advance Lodging Deposit Transaction, not to exceed seven
(7) nights, or (b) until the reserved accommodations are made available at the onginal
establishment, whichever occurs first.
ii Transportation to the location of the alternative establishment and return transportation to the
original establishment. If requested, transportation to and from the alternate establishment must
be provided on a daily basis.
iii If requested, provide the Cardholder two three (3) minute telephone calls.
iv If requested, forward all messages and calls for the Cardholder to the location of the alternate
establishment.
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4. Central Reservation Services
In the event that Merchant is a "Central Reservation Service" (defined as an entity holding operating
agreements with various geographically contiguous lodging establishments to act as a reservations
resource for such establishments), Merchant further agrees and warrants as follows:
a. Merchant shall have a written contract with each such lodging establishment, which shall be duly
executed by an officer or manager of the lodgmg establishment, setting out the respective rights and
duties of Merchant and such lodging establishment;
b. Merchant shall be registered with the Credit Card Associations as a Central Reservation Service; shall
not use an agent to perform such services; shall follow the procedures for reservations, cancellations,
alternate accommodations and Chargebacks herein set out; and shall accept full responsibility for
resolving any Cardholder problems related to the Advance Lodging Deposit Service.
PRIORITY/EXPRESS CHECK-OUT SERVICES
In order to participate in a service under which a Cardholder authorizes the use of his or her Card for payment
of his or her total obligation to the Merchant, with or without prior knowledge of the total amount
("Pnority/Express Check-out"), the Merchant shall follow the following procedures and requirements (also see
Chapter 9, Express Service Transactions (Limited T&E Situations)):
CHECK OUT PROCEDURES
1. Merchant shall accept all Discover Network, Visa and MasterCard Cards when a Cardholder requests
Priority Check-out service.
2. Merchant must hold a vand Priority/Express Check-out service contract with Servicer.
3. Merchant must provide the Cardholder with a Priority/Express Check-out agreement which must
contain, at a minimum, the following information:
a. Cardholder account number
b. Cardholder's name and address
c. Expiration date of the Card
d. Merchant's name, address and telephone number
e. Check-in date and departure date of the Cardholder
f. Roommate and room number of the Cardholder
g. A statement authorizing the Merchant to charge the designated Cardholder Account number for
the amount of the bill and to present the Transaction Receipt without the Cardholder's signature
h. Space for Cardholder's signature
i. Transaction date
j. Identification of the transaction currency
k. Transaction amount indicated in the Transaction currency
1. A legend identifying the Cardholder's request for specific billing receipts, including the name and
address to whom the receipts are to be mailed.
4. The Merchant shall inform the Cardholder that the Priority/Express Check-out agreement must be
completed, signed and returned, and that the Cardholder's mailing address must be included to receive
a copy of the hotel bill supporting the fmal Transaction amount.
5. The Merchant shall obtain the completed Pnority/Express Check-out agreement and ensure that the
Cardholder account number identified in such agreement is identical to the account number imprinted
on the Transaction Receipt.
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6. The Merchant shall follow the Authorization procedures for lodging transactions as set forth in this
guide.
7. When the Cardholder has checked out, Merchant shall complete the Transaction Receipt, indicating
the total amount of the Cardholder's obligation and the words "Signature on File - Priority/Express
Check-out" on the signature line.
8. Upon the Cardholder's departure, the Merchant shall mail the Cardholder's copy of the Transaction
Receipt, the itemized hotel bill, and, if requested, the signed Priority/Express Check-out agreement to
the address provided by the Cardholder on the Priority/Express Check-out Agreement within three (3)
business days of the Cardholder's departure.
9. Merchant must retain the itemized bill and signed Priority/Express Check-out agreement for a
minimum of six (6) months after the Transaction Date.
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Chapter
1 0
Convenience Fee Requirements
This chapter describes the requirements applicable to the assessment of Convenience Fees by registered Merchants.
ASSESSMENT OF CONVENIENCE FEES
Merchant must not assess Convenience Fees unless Merchant has disclosed such fees to Servicer previously in
writmg and Merchant has been approved by Servicer to assess such fees. If Merchant completes a Transaction
and assesses a Convenience Fee without having disclosed such fee previously in writing and obtained Servicer's
consent, Merchant will be m breach of the Agreement and Servicer may terminate the Agreement in addition to
any other remedies available under the Agreement, Laws, and Payment Network Regulations. To the extent
Merchant's state or other governing body has passed legislation that requires government agencies to assess
Convenience Fees as a component of card acceptance, such laws may conflict with the Payment Network
Regulations. Merchant is responsible for, and agrees to hold Servicer and Member harmless from, all liability
associated with legal compliance of Convenience Fees assessed by Merchant, including all fees, fines and
penalties levied by the Payment Networks. Convenience Fees may be prohibited by Laws m some States.
Merchant may not charge Convenience Fees where prohibited by Laws.
CONVENIENCE FEE REQUIREMENTS
Merchants who accept both Visa and MasterCard Credit Cards and/or Debit Cards that desire to assess a
Convenience Fee must comply with each of the following requirements:
• A Convenience Fee cannot be assessed for recurring payments. The Convenience Fee is designed for one-
time payments and not for payments in which a Customer authorizes recurring charges or debits for
recurring goods or services. Examples of recurring charges include, but are not hmited to, insurance
premiums, subscriptions, intemet service provider monthly fees, membership fees, or utility charges.
• Merchant must provide a true "convenience" in the form of an alternative payment channel outside
Merchant's customary face-to-face payment channels, and the Convenience Fee must be disclosed to the
Customer as a charge for the alternative payment channel convenience that is provided. (Merchant's that do
not accept face-to-face payments are not ehgible to assess Convenience Fees.)
• The Convenience Fee must be disclosed prior to the completion of the Transaction, and the Customer must
be given the option to cancel the Transaction if they do not want to pay the fee.
• The Convenience Fee must be included in the total amount of the Transaction; it cannot be "split" out from
the Transaction amount.
• If a Convenience Fee is assessed it must be for all payment types (Visa, MasterCard, Discover, American
Express and ACH) within a particular payment channel (mail order, telephone order, and interne).
• The Convenience Fee must be (i) flat regardless of the value of the payment due (not tiered or percentage
based) and (ii) assessed by the same Merchant actually providing the goods and services and not by a
different merchant or any third party.
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• If Visa is not among the types of Credit Cards and/or Debit Cards accepted by Merchant, then the
Convenience Fee may be tiered, percentage based, or flat, and the Convenience Fee may be authorized and
settled separately from the primary transaction.
• As between Merchant, Member and Servicer, should the Payment Networks impose fees or fines as a result
of Merchant's non-compliance with Laws relating to Convenience Fees, all such fees, fines, penalties or
damages will be Merchant's responsibility.
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Chapter
1 1
Electronic Benefits Transfer (EBT)
Transactions
If Merchant accepts EBT Transactions, Merchant agrees to the following provisions:
Merchant agrees to issue benefits to recipients in accordance with the procedures specified in Servicer's applicable
EBT Quick Reference Guide (QRG) provided to Merchant by Servicer, as amended from time to time (the "QRG")
and m accordance with all Laws and Payment Network Regulations pertaining to EBT Transactions, including
without limitation, laws pertaining to delivery of services to recipients and recipient confidentiality, including,
without limitation, 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, and regulations issued by the Department of Agriculture pertaining to the Food Stamp.
Program. The QRG, as amended from time to time, shall be deemed to be incorporated by reference into the MOG
and constitutes a part of the Agreement.
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Merchant Operating Guide MOG20090 1
Chapter
12
Bill Payment Transactions
This chapter describes how to process Bill Payment Transactions utilizing PIN -authorized Debit Cards. A Bill
Payment Transaction is a PIN -less Debit Card payment Transaction resulting in funds transfer from Cardholders to
Merchants in connection with payments for recurring services (excluding casual or occasional purchases) for which
a corresponding invoice is periodically presented to the Cardholder by the Merchant, and which Transaction is
initiated via a telephone (Voice Recognition Unit, Interactive Voice Recognition) or Internet device.
ACCEPTANCE OF BILL PAYMENT DEBIT CARDS
Authentication. Prior to entering into a Bill Payment Transaction, Merchant must authenticate the Cardholder
using information that is not commonly known, but is only known by the Cardholder and Merchant, such as the
Cardholder's account number with Merchant or 'information present on the Cardholder's hard copy bill from
Merchant. Merchant must submit its authentication procedures to Servicer for approval by the appropriate EFT
Networks, and Merchant warrants that it will follow such authentication procedures for each Bill Payment
Transaction. The use of an authentication procedure, or the approval of such procedure by an EFT Network, is
not a guarantee of payment, and Merchant remains liable for any Chargebacks resulting from any Bill Payment
Transactions.
No Minimum Or Maximum. Merchant shall not establish minimum or maximum Bill Payment Transaction
amounts. Merchant must accept Bill Payment Transactions on terms no less favorable than the terms under which
Merchant accepts other Payment Devices.
Convenience Fees. Merchant may not add any amount to the posted price of goods or services Merchant offers as a
condition of paying with a Debit Card unless permitted by the applicable Debit Card Rules.
Purchases Only. Merchant shall support Bill Payment Transactions involving purchases only. Merchant may not
initiate a Debit Card Transaction or a Credit Card Transaction for returns or refunds, and must utilize other payment
avenues (such as cash, check, or invoice adjustment) to return funds to a Cardholder.
Prohibited Transactions. Merchant shall initiate Transactions only for services approved by Servicer. In no event
shall Merchant initiate, allow, or facilitate a gambling or gaming transaction, or fund a stored value account for
such purposes.
INTERNET TRANSACTION RECEIPT REQUIREMENTS
At the time of any Internet Bill Payment Transaction, Merchant shall make available to each Cardholder a
Transaction Receipt (printable from a screen or via e-mail) that complies fully with all Laws and containing, at
a minimum, the following information:
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• Amount of the Bill Payment Transaction, or if a convenience fee applies, the amount debited from the
Cardholder's account (exclusive of the convenience fee, shipping, handling and other fees), and the
amount debited from the Cardholder's account (inclusive of the fees);
• Date and local time of the Bill Payment Transaction;
• Type of Transaction;
• Type of account accessed;
• Truncated Debit Card number (showing the fmal four (4) digits);
• Trace or retrieval number;
• Merchant name;
• Merchant ID;
• Merchant's web site home page URL;
• Promised shipment time period (for Internet Transactions which involve shipment of goods);
• Cardholder's name;
• Authorization Code;
• Description of the bill payment;
• Customer service contact information; and
• Fees imposed by the Merchant on the Cardholder, including shipping and handling fees, taxes, and
convenience fees, as applicable.
ADDITIONAL INTERNET REQUIREMENTS
• Internet Payment Screen and Sales Policy. Merchant must prominently display on the Internet Payment
Screen the Merchant's name, telephone number, city and state. Merchant must also obtain explicit
confirmation that the Cardholder understands and agrees that the funds will be immediately debited from their
account upon approval of the Transaction, before submission of the Bill Payment Transaction. Merchant must
display a clearly visible and conspicuous notice on the Internet Payment Screen of the imposition of any
convenience fee or the payment of a rebate for a Bill Payment Transaction prior to submitting the payment
request from the Cardholder. Such notice must include: (i) a heading of "Fee Notice" in at least 14 -point type;
(ii) text in at least 1 0 -point type; and (iii) the amount of the convenience fee or rebate and the name of the party
imposing the convenience fee or the Merchant that receives the convenience fee.
• Communication and Encryption. Merchant must participate in an approved authentication program as
designated by the EFT Networks. All authentication information must be encrypted upon entry into the Internet
device and must never leave the Internet device in cleartext form. The Internet device used by Merchant must
meet or exceed the minimum communication and encryption protocol set forth by the EFT Networks.
TELEPHONE TRANSACTION REQUIREMENTS
At the time of a telephone Bill Payment Transaction, Merchant shall provide each Cardholder with Transaction
information that complies fully with all Laws and containing, at a minunum, the following information:
• Approval or denial of the Bill Payment Transaction,
• Amount of the Bill Payment Transaction, or if a convenience fee applies, the amount debited from the
Cardholder's account (exclusive of the convenience fee, shipping, handling and other fees), and the
amount debited from the Cardholder's account (inclusive of the fees);
• Trace number;
• Authorization Code or confirmation number;
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• Customer service contact information; and
• Fees imposed by the Merchant on the Cardholder, including shipping and handling fees, taxes, and
convenience fees, as applicable.
Technical Problems. Merchant shall ask a Cardholder to use an alternative means of payment if the Servicer
Debit System or the electronic interface with any EFT Network is inoperative.
Adjustment. A Bill Payment Transaction may be adjusted if an error is discovered during Merchant's end -of -
day balancing only by means of a written request from Merchant to Servicer. The request for adjustment must
reference a settled Bill Payment Transaction that is partially or completely erroneous or a denied pre -authorize
Transaction for which the pre -authorization request was approved. An adjustment must be completed within
forty-five (45) days after the date of the original Bill Payment Transaction.
Merchant Warranty. In order to accept Bill Payment Transactions, Merchant warrants that it is: (i) a
municipal, state or other public utility system operated for the manufacture, production, or sale of electricity,
natural or artificial gas, water or waste collection; (ii) an insurance service provider that is licensed by a state to
sell property, casualty, life and health insurance policies and that the Transaction involves the payment of
premiums on such policies; (iii) a public or private provider of telecommunications services, including
telephone, cellular, digital and cable services, which is licensed and governed by any federal, state or municipal
authority; (iv) a public or private provider of cable or satellite media services, which is regulated by the Federal
Communications Commission or any other federal, state or municipal authority, or (v) any other acceptable
Merchant type, or covered under a pilot program approved by, the EFT Networks.
Termination/Suspension of Bill Payment. When requested by any EFT Network in its sole discretion,
Merchant will immediately take action to: (i) eliminate any fraudulent or improper Transactions, (ii) suspend
the processing of Bill Payment Transactions; or (iii) entirely discontinue acceptance of Bill Payment
Transactions.
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Chapter
13
No Signature Required Transactions
This chapter describes how to process No Signature Required Transactions. The No Signature Required Program is
limited to qualified merchants and offers only limited protection from Chargebacks.
GENERAL REQUIREMENTS
The No Signature Required Program offerings are as follows:
Participation. Merchant is responsible for validating that its Merchant Category Code is eligible for
participation in a No Signature Required Program and that it has been approved by Servicer to participate in the
program.
No Signature Required Program. Certain Credit Card Associations have waived signature requirements that
allow qualifying Merchants to process under -floor -limit transactions without having to obtain a Cardholder
signature or provide a Transaction Receipt unless a Cardholder requests a Transaction Receipt. This No
Signature Required Program is available to those Merchants in a qualifying MCC segment if the following
Transaction criteria are met:
1. Transaction amount is less than $25.00.
2. Transaction occurs in a qualifying MCC. Please contact Servicer to determine if your MCC is eligible.
3. The Cardholder is present and. the Transaction occurs in a face-to-face environment.
4. The full and unaltered content of Track 1 or Track 2 data of the Card's Magnetic Stripe is read and
transmitted as part of the Authorization, or the Transaction is processed via Contactless processing or
unaltered chip data is sent for Authorization.
5. Specific MCC's may require at least one (1) Contactless installation within the Merchant location.
6. One Authorization is transmitted per clearing Transaction.
7. Applies to domestic (U.S.) Transactions only.
Eligible Merchants that submit Transactions meeting these requirements will receive Chargeback protection
against the signature requirement for Transactions that qualify under the specific Credit Card Associations' No
Signature Required Program.
Limitations. You understand that participation in a No Signature Required Program provides only limited
protection against specific Chargebacks as designated by the sponsoring Credit Card Association.
POS Device. It is your responsibility to determine if your POS Device is configured to prompt for and transmit
the data elements required for No Signature Required Transactions.
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Chapter
14
Wireless Service Transactions
This chapter describes how to process wireless Transactions.
Limitations Of Wireless Technology. Merchant acknowledges and agrees that because of the emerging nature of
wireless technology, certain limitations exist that may affect the performance, Coverage Area, and reliabihty of
wireless technology and wireless processing. Without limiting the generality of the foregoing, wireless processing
and the use of a Wireless POS Device are limited to the Coverage Area and may further be limited by a variety of
other factors, circumstances, and considerations including, but not limited to, the following: (i) use of a Wireless
POS Device outside the Coverage Area will not be possible; (ii) within the Coverage Area, there may exist certain
weak coverage areas or other fringe areas where wireless Transaction processing may be intermittent or otherwise
interrupted; (iii) within the Coverage Area, certain geographic areas may exist in which wireless Transaction
processing may be intermittent or not possible; (iv) at any time and without notice, any wireless network may
become inoperative due to technical difficulties or for maintenance purposes thereby affecting the Merchant's use of
wireless Transaction processing. In the event Merchant's ability to process wireless Transactions is limited or
prevented for any reason, Merchant agrees that it shall not process any such Transaction through the use of wireless
technology, and shall in all events obtain an Authorization Code for any such Transaction through means other than
wireless processing, as described in the agreement.
Completing Unauthorized Transactions. If you choose to complete a Transaction without an Authorization Code
because wireless coverage is not available (i.e., you store Transaction data in a Wireless POS Device, provide the
Cardholder goods or services and subsequently request Authorization of the Transaction), you do so at your own
risk. You understand the risk associated with not obtaining an Authorization Code prior to completing the
Transaction (i.e., you subsequently may receive a "decline" or "error" message in response to the later Authorization
request). You are fully liable for all Transactions whether or not an Authorization Code is received.
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Chapter
15
Store and Forward Application
Transactions
This chapter describes how to process Store and Forward Transactions using specific product applications.
Specifically, Servicer has developed certain product applications which allow merchants to store transaction data m
a point-of-sale terminal at the time of the sale if a communication channel for transmittal of authorization is not
available, and forward such transaction data to Servicer at a later time when a communication channel is available
("Store and Forward Application").
GENERAL REQUIREMENTS
The Store and Forward Application Transactions general requirements are as follows:
Participation. Once Merchant has been approved by Servicer to accept Transactions using the Store and
Forward Application and its terminal has been programmed with the Store and Forward Application,
Merchant may utilize the Store and Forward Application only when a communication channel for
transmittal of Authorization information cannot be obtained.
Limitations. Merchant will not utilize the Store and Forward Application to process PIN -based Debit Card
Transactions or any type of PIN -based Debit Card Transactions, Electronic Gift Card Transactions or ECS
Transactions.
Forwarding Transaction Data; Authorizations. Merchant will forward Transaction Data to Servicer via
a POS Device within twenty-four (24) hours of the Transaction.
Risk. Merchant understands that there is significant risk associated with utilizing the Store and Forward
Application and not obtaining an Authorization at the time of the sale — i.e., Merchant may receive a
"decline" or "error" message in response to the subsequent Authonzation request. Merchant acknowledges
and agrees it is fully liable for all Transactions whether or not an authorization Approval Code is received.
Changes to Store and Forward Application; Termination. Merchant acknowledges and agrees that
Servicer, in its sole discretion, may make changes to or terminate the Store and Forward Application at any
time. Merchant will indemnify and hold Servicer harmless for any action it may take pursuant to this
chapter.
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Merchant Operating Guide MOG200901
Warranties and Limitation of Liability.
a. Neither Servicer nor Member is responsible for Store and Forward Transactions.
b. Neither Servicer nor Member makes any warranty, express or implied, with respect to the services
provided hereunder including, without limitation, any express or implied warranty regarding the
services' compliance with any Laws or Payment Network Regulations governing the acceptance of
Store and Forward Transactions.
c. Merchant understands that Transactions processed via the Store and Forward Application are high risk
and may be subject to, without limitation, a higher incidence of declined Authorization requests and
Chargebacks. Merchant is liable for all Chargebacks, losses, fees, fines, and penalties related to
Transactions processed via the Store and Forward Application including, but not limited to, those
resulting from or related to declined Authorization requests and fraudulent Transactions. Further,
neither Servicer nor Member is liable to Merchant in the event the Transaction Data is not stored
within the POS Device for any reason. Notwithstanding the provisions of the Agreement or this
chapter, the liability, if any, of Servicer or Member under -this chapter for:any,claims, costs, damages,
losses and expenses for which they are or may be legally liable, whether arising in negligence or other
tort, contract, or otherwise, will not exceed in the aggregate One Thousand Dollars and No Cents
($1,000.00).
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Chapter
16
Electronic Gift Card (EGC) Services
This chapter describes certain services that are available to Merchants that have been approved by Servicer for
Electronic Gift Card Services. In addition to the requirements set forth m the Agreement and the other applicable
procedures set forth in the MOG, Merchants that process Electronic Gift Card Transactions shall adhere to the
requirements set forth in this chapter.
PROCESSING ELECTRONIC GIFT CARD TRANSACTIONS
In connection with processing Electronic Gift Card Transactions, Merchant must comply with the following
requirements:
• Supply Servicer with all information and data required by Servicer to perform services related to
Merchant's acceptance of Electronic Gift Cards, including the location of POS Devices and Cardholder
Data.
• Maintain all Transaction Receipts and any other receipts as required by Laws.
• When Merchant sells an Electronic Gift Card from its physical location or locations, mcluding sales
completed via electronic commerce, Merchant is responsible for the collection and settlement of all funds
relating to the sale of the Electronic Gift Card, including processing costs associated with such purchase
(such as any credit card transaction fees or bank service fees, where applicable).
ELECTRONIC GIFT CARD PROCESSING SERVICES
Electronic processing of Transactions and purchases made by Customers using Electronic Gift
Cards. Servicer will confirm electronically that the Cardholder presenting the Electronic Gift Card for the
purchase of goods or services through Merchant has an active account on Servicer's Electronic Gift Card
processing system and that there is sufficient value associated with the Electronic Gift Card to allow the
Customer to complete the purchase. Servicer will adjust the Cardholder's account through either a debit or
credit, as applicable, in the amount of any approved Transaction.
Transaction Record Maintenance. Servicer will maintain an accessible electronic record of the
Transactions conducted using an Electronic Gift Card for the lifetime of the card balance and after the
balance 011 the card has been depleted for a period not less than sixty (60) days.
DOWNTIME
Merchant will not process Electronic Gift Card Transactions if the Electronic Gift Card processing system
is down and not able to verify the validity and available balance on an Electronic Gift Card. Merchant will
be solely liable for any losses or damages incurred if Merchant processes an Electronic Gift Card
Transaction without receipt of such verification.
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ELECTRONIC GIFT CARD ARTWORK
Electronic Artwork. If applicable, Merchant is responsible for submittmg electronic artwork to Servicer for
approval, as described in the Graphic Specifications and Procedures manual provided separately by Servicer
(The "Graphic Specifications and Procedures"). Merchant understands that the card proof cannot be created
without the submission of artwork, if requested or required. Failure to submit artwork or comply with the
Graphic Specifications and Procedures may result in additional fees charged to Merchant for design work
performed to correct the artwork and will result in the delay of the card production process. Servicer and card
manufacturer cannot be held responsible for the quality of cards produced using artwork that does not meet the
Graphic Specifications and Procedures. Digital artwork should be submitted to:
EGCartwork( elavon.com
OR
Elavon, Inc.
Attn: Boarding - EGC
7300 Chapman Highway
Knoxville, TN 37920
When sending in artwork, please include:
1. Merchant name and MID
2. Indicate standard or custom card order
3. Name and telephone number of graphic contact should
artwork submitted
For complete detailed specifications, please send a request for
EGCartwork@elavon.com. In your request please indicate that
specifications.
there by any questions or issues with the
Graphic Specifications and Procedures to
you want standard card or custom card
Proofing and Production Procedure. Proofs for custom card orders are provided electronically and sent to the
email provided. Please print the proof, sign and -fax back pursuant to the instructions on the proof. One proof is
included m the card production costs. Each additional proof will be billed at thirty-five dollars ($35) each. All
proofs for standard card orders are provided electronically as an Adobe pdf document. The proof will be sent to
the email address then currently on file with Servicer. If the proof is acceptable, simply reply to the email and
indicate approval. Provide detailed information if changes are required. In some instances you may also receive
a printer's proof and you will be required to follow the instructions included with the proof. IMPORTANT:
Incorrect graphics WILL delay your order. After you approve the proof, normal production timeframe
for card delivery is 2-3 weeks for standard cards and 6-8 weeks for custom cards.
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Chapter
17
Petroleum Services
This chapter describes certain services that are available to Merchants operating in the petroleum industry that have
been approved by Servicer to receive Petroleum Services. In addition to the requirements set forth in the Agreement
and the procedures set forth elsewhere in the MOG, Merchants that use .the Petroleum Services shall adhere to the
requirements set forth in this chapter.
PROVISIONS APPLICABLE TO ALL PETROLEUM SERVICES
• Access. Merchant hereby grants Servicer and Servicer'g authorized representatives access, during normal
business hours and occasionally after normal business hours, subject to Merchant's reasonable security
restrictions, to the Equipment and Software and Merchant's 'facilities and premises, including office
accommodations, facilities, equipment, personnel and other resources of Merchant, and will arrange permitted
access to areas of third -party facilities and premises as required, to enable Servicer to perform the site survey,
Equipment and Software installation, inspection, maintenance and other Petroleum Services. Servicer will
comply with Merchant's reasonable rules and regulations regarding such access so long as Merchant advises
Servicer in writing of such rules and regulations. Merchant will at all times allow Servicer electronic access to
the Equipment and Software. Servicer reserves the right not to provide Petroleum Services with respect to any
Equipment at a Merchant location where physical access to such Equipment or other conditions at the locations
are determined by Servicer in its reasonable discretion to be unsafe. In such event, Servicer shall notify
Merchant and Merchant is responsible for promptly correcting the safety issue. Merchant is responsible for
ensuring that Servicer's representatives are provided with access toelectrical power at Merchant's location as
required for Servicer to efficiently perform the Petroleum Services.
• Unpermitted Access. Merchant shall not obtain or attempt to obtain Petroleum Services by rearranging,
tampering or making unpermitted connection with Servicer's system or that of its vendors or subcontractors.
Merchant shall not, and shall not assist anyone else to, modify, tamper, reverse engineer or emulate the
Equipment or Software. Merchant shall not sell, rent, lend or allow physical or electronic access to any
Equipment, Software or Petroleum Services unless expressly permitted in writing by Servicer.
• Cooperation. Merchant is responsible for ensuring that its personnel cooperate with and assist Servicer, as
required, to install the Equipment and Software, to troubleshoot and isolate faults in the Equipment or Software,
or to otherwise perform Petroleum Services. Merchant is also responsible for ensuring that its locations are
adequately staffed during installation and maintenance to assist Servicer to commission, troubleshoot, and
isolate faults in any locations. •
• Fraud Prevention. Merchant will take reasonable steps to reduce, detect and manage any fraud -related issues.
Merchant will appoint a representative available to Servicer or its vendors or subcontractors to promptly
respond to any fraud -related matters.
MERCHANT'S OBLIGATIONS FOR SATELLITE SERVICES
• Approvals. Merchant will obtain all approvals required for the Satellite Services, includmg landlord
approvals, construction permits or zoning variances if required. If additional or special documentation
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(such as stamped engineering drawings, location specific drawings or soil test reports) are required, or if
Servicer or its representatives are required to attend meetings before local planning or zoning boards or
other governmental bodies, additional fees will apply and Merchant agrees to pay such fees.
• Site Survey. All Merchant locations will require a site survey to identify technically suitable locations for
installing the indoor and outdoor Equipment and cables. Merchant will pay Servicer a site survey fee for
each such visit to a Merchant location.
• Non -Standard Installation. Should the installation location involve non-standard installation procedures,
such as requiring union subcontracting or the use of local facilities personnel, the need to structurally
reinforce walls or roofs, landscaping, tree removal, excavation into pavement, blacktop or concrete for
cable conduit, roof penetrations, restricted roof access requiring cranes or helicopters, ground mount poles
exceeding six (6) feet, trenching more than twenty (20) feet of soil, alternate mounting techniques for wall,
roof or complex ground mounts, ground cable in excess of fifteen (15) feet in length or interconnecting
cables in excess of twenty-five (25) feet in length, delays due to Merchant's failure to respond or to provide
access, or other additional services or materials, Merchant agrees to pay for the same.
• Cancellation or Expedited Installation. In the event Merchant elects not to proceed with or cancels the
installation of a location, Merchant will pay the cancellation fees set forth in the Agreement. Further,
should Merchant request expedited installation, that is, installation in less than forty-five (45) days,
Merchant will pay the expedited installation fee set forth in the Agreement. Payment of the expedited
installation fee does not guarantee any specific installation date.
• Specifications. Merchant must conform all terminals to Servicer's terminal specifications. Any Merchant
terminals that are not Triple DES Derived Unique Key Per Transaction (DUKPT) compliant may be
restricted from processing on-line (PIN) debit transactions through some or all of the EFT Networks unless
a waiver is obtained by Merchant from the EFT Networks. Merchant is responsible for any fines or
penalties assessed to Servicer by the Payment Networks due to Merchant's non-compliance. Merchant
must ensure that the indoor environment conditions comply with the following requirements: operating
temperature 10°C to 40°C (50°F to 104°F); and humidity 10% to 90%.
• Telecommunications. Merchant is.responsible for the arrangement of the installation of business telephone
lines in its locations. Merchant is responsible for managing and repairing problems associated with its own
telecommunications and processing systems (both hardware and software).
• Included.Maintenance. In consideration for Merchant's payment of the monthly access and maintenance
fees set forth in the Agreement, Servicer will provide corrective maintenance for. Satellite Services,
comprised of: diagnostic testing; removal and replacement of any malfunctioning field replaceable unit;
reonentation of the antenna subsystem in the event of a misalignment; repair or, replacement of VSAT
interconnecting cables; reloading initial instructions and recommissioning; and verification of proper
operation.
• Excluded Maintenance. Maintenance does not include the following services, unless specifically
requested by and paid for by Merchant at Servicer's then -current rates: maintenance, repair, or replacement
of parts damaged ;or lost through catastrophe, accident, lightning, theft, misuse, fault or negligence of
Merchant, or causes external to the Equipment, including but not limited to, failure of, or faulty, electrical
power or air conditioning, operator error, failure, or malfunction of data communication Equipment not
provided to Merchant by Servicer, or from any cause other than intended and ordinary use; changes,
modifications or alterations in or to the Equipment other- then Servicer -approved upgrades and
configuration; changes, modifications or alterations in or to the Equipment by anyone other than Servicer;
and deinstallation, relocation or removal of the Equipment or any accessones, attachments, or other
devices.
• Modifications. Merchant is responsible for any alterations or modifications to the Equipment that may, at
any time during the term of the Agreement, be required to comply with any applicable Law.
MERCHANT'S OBLIGATIONS FOR DATAWIRE SERVICES
• Internet Access. Prior to using Datawire Services, Merchant must supply a high speed Internet connection
(e.g. business class DSL or cable Internet or the equivalent) and will be responsible for all costs relating
thereto. Merchant must, at all times, make such high speed Internet connections available for Datawire
Services. Servicer shall have no liability to Merchant for such Internet services, and Merchant will assume
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Merchant Operatmg Guide MOG200901
responsibility for managing and repairing problems associated with Merchant's own telecommunications
and processing systems (both hardware and software).
• Integration. Merchant and its personnel will cooperate with Servicer to facilitate integration of Datawire
Services at Merchant's locations and other Datawire Services, as applicable, including reasonable
assistance in ensuring the proper interfacing of the Datawire Services with Servicer's vendors and
subcontractors. Merchant is responsible for properly installing the Equipment and Software and is
responsible for providing suitable secure space, power, network connectivity and other services for the
proper operation of the Equipment and Software, and Merchant is responsible for all costs relating thereto.
• Included Maintenance. In consideration for Merchant's payment of the monthly access and maintenance
fees set forth in the Agreement, Servicer will provide corrective maintenance for Datawire Services.
• Excluded Maintenance. Maintenance does not include the following services, unless specifically
requested by and paid for by Merchant at Servicer's then -current rates: maintenance, repair, or replacement
of parts damaged or lost through catastrophe, accident, lightning, theft, misuse, fault or negligence of
Merchant, or causes external to the Equipment or Software, including but not limited to, failure of, or
faulty, electrical power or air conditioning, operator error, failure, or malfunction of data communication
Equipment or Software not provided to Merchant by Servicer, or from any cause other than intended and
ordinary use; changes, modifications or alterations in or to the Equipment or Software other then Servicer -
approved upgrades and configuration; changes, modifications or alterations in or to the Equipment or
Software by anyone other than Servicer; and deinstallation, relocation or removal of the Equipment or
Software or any accessories, attachments, or other devices.
• Modifications. Any alterations or modifications to the Equipment that may, at any time during the term of
the Agreement be required to comply with any applicable Law, shall be made at the expense of Merchant.
MERCHANT'S OBLIGATIONS FOR VOYAGER CARD ACCEPTANCE
Conditions of Voyager Card Acceptance. Merchant agrees to abide by all terms and conditions that apply to
accepting Voyager Cards and receiving payment including the following:
• Merchant shall honor all valid Voyager® Cards for purchases under the terms and conditions of the MOG
and the Agreement.
• Merchant is responsible for checking the expiration date and any printed restrictions for both electronic and
manual Transactions. Merchant will electronically authorize all Transactions. In the event that the POS
authonzation system malfunctions, Merchant will obtain an authorization by calling the designated
Voyager® phone number. If a sale is declined, the Voyager® Card shall not be used to complete the sale.
• At customer -activated termmals, the sales draft shall include truncated account number, sub number,
truncated expiration date of the Voyager® Card, the transaction date and time, type of fuel sold, the total
sale pnce, authorization number, as required, and odometer readmg.
• All cashier -assisted electronic sales drafts and credit vouchers shall be completed to include point-of-sale
(POS) terminal print showing the Card account name encoded m the Magnetic Stripe (if POS function is
applicable), truncated account number, sub number, truncated expiration date of the Card, the signature of
the authorized user, the transaction date and time, type of fuel sold, a description of the service rendered (if
requested), odometer reading (as permitted by the electronic POS Device), total sale price, and the
authorization number.
• Merchant is responsible for providing a copy of the sales draft or receipt and credit vouchers to the
Voyager® Card Cardholder at the time of sale or return. Merchant must retain a copy of the sales draft for a
period of six (6) months from the date of purchase.
• Chargeback of the sale shall be made for sales that are disputed for any reason, including (a) required
authorization was not obtained, (b) were for unauthorized merchandise, (c) were fraudulently made by an
employee of Merchant, (d) the procedures for completing and handling sales drafts or receipts or credit
vouchers were not followed, or (e) were in violation of printed instructions. Servicer will promptly notify
Merchant of any Chargeback.
• Merchant is responsible for establishing a fair policy for the exchange and retum of merchandise. Merchant
shall promptly submit credits for any returns that are to be credited to the Voyager® Card Cardholder's
account.
• Fees for processing Voyager® Card will accrue daily and be collected by electronically debiting Merchant's
DDA at the same time that processing fees for other Payment Devices are debited. Should Merchant's
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bank reject or return Servicer's debit, Merchant remains liable for payment of Voyager® processing fees,
Equipment and Software, along with any collection fees as specified in the Agreement. The fees for
processing Voyager® Card Transactions are set forth in the Agreement.
MERCHANT'S OBLIGATIONS FOR WRIGHT EXPRESS CARD ACCEPTANCE
If Merchant has been approved to accept commercial fleet Payment Devices associated with Wright
Express, Merchant agrees to enter into and accept such Payment Devices pursuant to a Wright Express
Charge Card Acceptance Agreement.
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Chapter
18
Processing Services in Canada
This chapter describes certain requirements with which Merchants operating in Canada ("Canadian Merchants")
must comply. Canadian Merchants must execute a separate agreement or otherwise be approved to receive
Processing Services from Servicer and Member for Transactions accepted at Merchant locations m Canada.
Canadian Merchants must comply with the requirements set forth in the Agreement and in the MOG, as such
requirements are supplemented and/or modified by the following requirements contamed in this chapter.
For purposes of Transactions in Canada, please note the following:
• All references to "U.S. Mail" also include the Canadian Postal Service.
• All U.S. dollar amounts contained within the MOG should be deemed to be Canadian dollars by Canadian
Merchants.
• All references to U.S. law enforcement agencies in the MOG are replaced with references to the Royal
Canadian Mounted Police or the local police of the jurisdiction, as applicable.
CHAPTER 1
The following provisions are hereby added to Chapter 1 of the MOG, About Your Card Program:
o In the "Types of Cards" section of Chapter 1 of the MOG, About Your Card Program, the following
provision is hereby added:
• "Automated Teller Machine (ATM) Card" includes an Automated Banking Machine (ABM) Card.
An ABM Card is issued by a fmancial institution and allows a Customer to withdraw funds, make
deposits or perform other banking functions though an ABM.
o In the "General Operating Guidelines" section of Chapter 1 of the MOG, About Your Card Program,
in the "Security Program Compliance" section, the reference to "Visa's Cardholder Information
Security Program (CISP)" is hereby replaced with "Visa's Account Information Security (AIS)
program," with which Canadian Merchants and any third party vendors utilized by Canadian
Merchants must comply.
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CHAPTER 2
The following provisions are hereby added to Chapter 2 of the MOG, Processing Transactions:
o In the "Electronic Authorization Process" section of Chapter 2 of the MOG, Processing Transactions,
Canadian Merchants must send "Declined Pick -Up" Cards to the following Canadian address:
Exception Processing
ATTN: Card Pick Up
Elavon Canada Company
P.O. Box 4373 STN A
Toronto, Ontario M5W3P6
o In the "Processing Card Not Present Transactions, Card Identification Number and Address Verification
Service" section of Chapter 2 of the MOG, Processing Transactions, Canadian Merchants needing more
information about processing Card Not Present Transactions should call the following numbers for
assistance from American Express and Discover Network:
• American Express: (800) 268-9824
• Discover Network: (800) 263-0104
o In the "Additional Requirements Apphcable to PIN -Authorized Debit Card Transactions" section of
Chapter 2 of the MOG, Processing Transactions, the following provisions are hereby added with respect to
PIN -authorized Debit Card Transactions in Canada:
Surcharges. Merchant may add an amount to the price of goods or services Merchant offers as a condition
of paying with a Debit Card provided that the Cardholder is notified through the POS Device of such
amount and the Cardholder has the option to cancel the Debit Card Transaction, without cost, prior to the
Debit Card Transaction being sent to the Issuer for Authorization and provided that the addition of a
surcharge or user fee is permitted by the Debit Card Rules.
Non -Disclosure of Debit Card Rules. Merchant shall not disclose the Debit Card Rules to any Person
except as may be permitted under the Agreement or required by applicable Law. For purposes of this
Addendum, the Debit Card Rules are all apphcable rules and operating regulations of the EFT Networks,
and all rules, directions, operating regulations, and guidelines for Debit Card Transactions issued by
Servicer from time to time, including, without limitation, all amendments, changes, and revisions made
thereto from time to time. Merchant agrees to take care to protect the Debit Card Rules using a degree of
care at least equal to that used protect Merchant's own confidential information, and Merchant will not use
the Debit Card Rules for its own benefit or the benefit of any third person without the consent of the EFT
Networks.
Employee Logs; Due Diligence. Merchant will mamtam accurate logs of employee shifts, and will
provide these logs to Servicer or Member within 24 hours of a request to do so as part of an investigation of
a Debit Card fraud or other incident. Merchant acknowledges and agrees that the EFT Network requires
Servicer or its designated agents to perform a due diligence review to determine that Merchant is able to
comply with all applicable requirements for the Debit Card Transaction services, including but not limited
to security and technical standards specified by Servicer and the EFT Networks. Merchant acknowledges
that additional due diligence may be conducted by Servicer or its designated agents in the event of a change
in control of Merchant's business. Servicer shall not be required to provide the Debit Card Transaction
services to Merchant if Servicer determines that to do so would pose a material risk to the security or
integrity of the Debit Card Transaction services.
o In the "Additional Requirements Applicable to Debit Card Transactions" section of Chapter 2 of the MOG,
Processing Transactions, the following provisions are added to the "Use and Availability of POS Devices
and PIN Pads" heading with respect to PIN -authorized Debit Card Transactions in Canada:
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• Merchant is responsible for installing the POS Device and PIN Pad in such a way that Cardholders
may enter their PIN into the PIN Pad in a confidential manner. Merchant must not install the PIN Pad
in a location that will allow easy visibility by third parties when the PIN Pad is in use by a Cardholder.
For attended operations, Merchant must equip the PIN Pad with a privacy shield or design it to be
hand-held so that the Cardholder can shield it with his or her body.
• Merchant must take all reasonable precautions to ensure that all POS Devices are closed and
unavailable for use after business hours. Merchant also must advise Servicer immediately if Merchant
suspects that any POS Device has been tampered with or if any PIN Pad has been lost or stolen.
• Merchant must not manually key direct Debit Card information into a POS Device m order to complete
a Transaction. Merchant must give the Cardholder a Transaction Receipt regardless of whether a Debit
Card Transaction is Approved, Declined or not completed.
• If Merchant's printer is not operational and Merchant's POS Device has processed the Debit Card
Transaction, Merchant shall (i) provide an alternate Transaction Receipt, such as a completed and
dated sales shp or manually created facsimile showing the account number on the Debit Card to
indicate that payment was made with that Debit Card, or (ii) reverse the Debit Card Transaction on the
day of the request or the next business day if the Cardholder requests that Merchant do so.
• If a Debit Card is left at Merchant's premises, Merchant agrees to promptly retum it to the Cardholder,
subject to satisfactory identification of the Cardholder, or if Merchant is unable to return the Debit
Card or if the Debit Card is not claimed within twenty four (24) hours, Merchant must deliver such
card to us at Merchant's first available opportunity.
o In the "Additional Requirements Applicable to PIN -Authorized Debit Card Transactions" section of
Chapter 2 of the MOG, Processing Transactions, in addition to the listed requirements under the
"Transaction Receipt Requirements" heading, the following requirements apply with respect to PIN -
authorized Debit Card Transactions in Canada:
Transaction Receipt Requirements. Merchant will retain a copy of each Debit Card Transaction Receipt
for a period of three (3) years from the date of the applicable Transaction.
The following requirements are hereby added to the information which must be contamed on a Debit Card
Transaction Receipt:
• Unique number or code assigned to the POS Device at which the Debit Card Transaction was made;
• Issuer Authorization Number
• Indicate the status and disposition of the transaction, approved or declined, and
• Amount of any user fee or surcharge amount, if imposed.
o In the "Additional Requirements Applicable to Debit Card Transactions" section of Chapter 2 of the MOG,
Processing Transactions, in addition to the listed procedures under the "Merchandise Return" heading, the
following procedures apply with respect to PIN -authorized Debit Card Transactions in Canada:
Merchandise Returns.
• For all Merchandise returns, or any other debit return initiated through Merchant's POS Device or
account, Merchant bears all responsibility for such transactions even if fraudulent.
o In the "Other Transaction Types" section of Chapter 2 of the MOG, Processing Transactions, under the
"Quasi Cash Transactions" heading, the following additional language is added to "Casino Gaming Chips":
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• Casino gaming chips—must be authorized using a Magnetic Stripe Terminal that is capable of reading
the Card Verification Value from the Magnetic Stripe. A key -entered Transaction is not permitted for
the purpose of obtaining Casino gaming chips.
CHAPTER 5
The following provision is applicable to Canadian Merchants and
Code 10 Procedures:
o Canadian Merchants that encounter unauthorized cards should
of the MOG to the following Canadian address:
Exception Processing
ATTN: Card Pick Up
Elavon Canada Company
P.O. Box 4373 STN A
Toronto, Ontario M5W3P6
CHAPTER 7
is hereby added to Chapter 5 of the MOG,
send the information set forth m Chapter 19
The provisions set forth in Chapter 7, Dynamic Currency Conversion Transactions, are inapplicable, as these
services are not available to Canadian Merchants.
CHAPTER 8
The provisions set forth in Chapter 8, Vehicle Rental or Leasing Authorization Procedures, are inapplicable, as
these services are not available to Canadian Merchants.
CHAPTER 9
The provisions set forth in Chapter 9, Lodging Accommodations Authorization Procedures, are inapplicable, as
these services are not available to Canadian Merchants.
CHAPTER 10
The provisions set forth in Chapter 10, Convenience Fee Requirements, are inapplicable, as these services are
not available to Canadian Merchants.
CHAPTER 11
The provisions set forth in Chapter 11, Electronic Benefits Transfer (EBT) Transactions, are inapplicable, as
these services are not available to Canadian Merchants.
CHAPTER 12
The provisions set forth in Chapter 12, Bill Payment Transactions, are inapplicable, as these services are not
available to Canadian Merchants.
CHAPTER 13
The provisions set forth in Chapter 13, No Signature Required Transactions, are inapplicable, as these services
are not available to Canadian Merchants.
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CHAPTER 14
The provisions set forth in Chapter 14, Wireless Service Transactions, are inapplicable, as these services are not
available to Canadian Merchants.
CHAPTER 15
The provisions set forth in Chapter 15, Store and Forward Application Transactions, are inapplicable, as these
services are not available to Canadian Merchants.
CHAPTER 16
The provisions set forth in Chapter 16, Electronic Gift Card (EGC) Services, are inapplicable, as these services
are not available to Canadian Merchants.
CHAPTER 20
The following provision is applicable to Canadian Merchants and is hereby added to Chapter 20 of the MOG,
Additional Resources:
o To obtain Payment Network -specific information, Canadian Merchants can access the following web sites:
American Express: http://www.americanexpress.ca
Discover Network: http.//www.novusnet.com
MasterCard: http://www.mastercard.com/canada/business/merchant
Visa: http://www.visa.ca
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Chapter
19
Supplies
We can provide supplies necessary to complete your Card Transactions. To replenish your stock, go online to
http://www.merchantconnect.com or select the "Supplies" option from the merchant services telephone menu.
These supplies include:
• Card Transaction Receipts and Credit Transaction Receipts
• Imprinter
• Batch Header receipts and envelopes
• Merchant plate
• Electronic printer paper
• Stickers containing Voice Authorization numbers
• Visa, and MasterCard window decals and cash register signs
• Quick Reference Guide (QRG) supporting your POS Device
We suggest that you check your supplies frequently to ensure you have an adequate quantity on site. Requesting a
"rush" shipment will cause you to incur additional charges.
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Chapter
20
Additional Resources
Visit our web site at http://www.merchantconnect.com to obtain customer support, retrieve account information,
order supplies, and more.
PAYMENT NETWORK MERCHANT INFORMATION
For Payment Network -specific merchant information, visit the following websites:
• American Express - https://home.americanexpress.com/homepage/merchant ne.shtml?source=prosphp inav-
merchants
• Discover Network - http://www.discovemetwork.com/getstarted/merchant/merchant.html
• MasterCard - http://mastercard.com/us/merchant/index.html
• Visa - http://usa.visa.com/business/accepting visalindex.html
For information regarding the operating rules and regulations of the various Payment Networks, visit the following
websites:
American Express -
https://www209.americanexpress.com/merchant/singlevoice/USEng/FrontServlet?request type=navigate&page
=merchantPolicy
Discover Network - http://www.discovemetwork.com
MasterCard - http://www.mastercard.com/us/merchant/pdf/MasterCard Rules 5_08.pdf
Visa - http://usa.visa.com/merchants/operations/op regulations.html
PCI DATA SECURITY STANDARDS INFORMATION
For PCI Data Security Standards information and requirements, visit the following websites:
• PCI Security Standards Council — https://www.pcisecuritystandards.org/#
• American Express -
https://www209.americanexpress.com/merchant/singlevoice/dsw/FrontServlet?request type=dsw&pg nm=pci
&ln=en&frm=US
• Discover Network - http://www.discovemetwork.com/fraudsecurity/disc.html
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• MasterCard SDP - http://www.mastercard.com/us/merchant/security/what can co/SDP/merchant/index.html
• Visa CISP - http://usa.visa.com/business/acceptingvisa/ops_risk management/cisp.html
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Appendix
A
Glossary.
ACH: Automated Clearing House.
ACH Network: The funds transfer system governed by the ACH Rules. The ACH Network allows participating
depository financial institutions to clear interbank entries electronically. A Merchant's DDA is debited and
credited via ACH.
ACH Rules: The NACHA Operating Rules and Operating Guidelines, which govern the interregional exchange
and settlement of ACH transactions.
ACS: See Automated Customer Service.
Address Verification Service (AVS): A fraud -reduction service that allows the Merchant to verify a
Cardholder's billing address prior to completing a Card Not Present Transaction.
Agreement: The Payment Device Processing Agreement, Terms of Service (TOS), any addendum to the
Payment Device Processing Agreement or the TOS, the Merchant Application, this Merchant Operating Guide,
any Merchant Agreement or Merchant Processing Agreement, any other guides or manuals provided to Merchant
from time to time, and all additions to, amendments and modifications of, and all replacements to any of them,
provided in writing to Merchant from time to time as applicable.
American Express: American Express Travel Related Services Company, Inc.
Approval Code: An Authorization Code indicating that the Transaction is approved and the Card may be
honored.
Automated Customer Service (ACS): A desktop application used as a reporting and accounting reconciliation
tool for viewing detailed reports of Transaction activity, statement detail, Card type history, and qualification
detail.
Authorization: A required procedure by which a Merchant requests approval of a Transaction from the Issuer.
Authorization is initiated by accessing the authorization center by telephone or electronic terminal. See also
Magnetic Swipe Authorization, Manual Entry Authorization, or Voice Authorization.
Authorization Code: The code sent by the Issuer in response to an Authorization request that indicates whether
the Transaction is approved. Responses may include: "Approved," "Declined," "Declined Pick -Up," or
"Referral" ("Call Auth").
Autofax: A program offered -to Merchants for receiving Retrieval Request and Chargeback notices via a
dedicated 24-hour fax line.
AVS: See Address Verification Service.
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Balance: The amount of money owed by the Cardholder to the Issuer for charges on a Credit Card. On a Debit
Card this is the amount of money available in the Cardholder's demand deposit or savings account
Bank Identification Number (BIN): The identification number assigned to a Member that is used for Card
issuing, Authorization, clearing, and Settlement processing.
Bankruptcy Proceeding: With respect to a Person means (i) that the Person or any subsidiary of such Person
shall: (a) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal
bankruptcy laws (as now or hereafter in effect); (b) file a petition seeking to take advantage of any other
applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or
composition or adjustment of debts or any other similar conservatorship or receivership proceeding instituted or
administered by any regulatory agency or body; (c) consent to or fail to contest, in a timely and appropriate
manner, any petition filed against it in an involuntary case under such bankruptcy laws or other applicable laws;
(d) 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 trustee, receiver, custodian, liquidator, or similar entity of such Person or, of all or any
substantial part of its assets, domestic or foreign; (e) admit in writing its inability to pay its debts as they become
due; (f) make a general assignment for the benefit of creditors; (g) make a conveyance fraudulent as to creditors
under any applicable law; or (h) take any action for the purpose of effecting any of the foregoing; or (ii) that a
case or other proceeding shall be commenced against the Person or any subsidiary of such Person in any court of
competent jurisdiction, or through any regulatory agency or body, seeking: (a) relief under the Bankruptcy Code
of 1978, as amended, or other federal bankruptcy laws (as now 'or hereafter in effect) or under any other
applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or
composition, or adjustment of debts; or (b) the appointment of a trustee, receiver, custodian, liquidator or the like
of such Person or of all or any substantial part of the assets, domestic or foreign, of such Person or any other
similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body.
Batch: The accumulated Card Transactions stored m the POS Device or Host computer.
Batch Header: A summary, similar to a deposit slip, of a group of Card Transactions accepted by a Merchant
who does not process Transactions electronically. It is attached to the Transaction Receipts when they are sent to
the paper processor.
Bill Payment: PIN -less Debit Card payment Transactions resuitmg in funds transfer from Cardholders to
Merchants in connection with payments for recurring services (excluding casual or occasional purchases) for which
a correspondmg invoice is penodically presented to the Cardholder by the Merchant, and which Transaction is
initiated via a telephone (Voice Recognition Unit, Interactive Voice Recognition) or Internet device.
BIN: See Bank Identification Number.
Card: A plastic card issued by a bank or other financial institution, or by a Card company (e.g., Discover Network,
Visa and MasterCard Credit Cards and Debit Cards), that allows la Cardholder to pay for purchases by credit,
charge, or debit.
Card Present: The processing environment where the Payment Device is physically presented to the Merchant by
the Cardholder as the form of payment at the time of Transaction.
Card Not Present: The processing environment where the Payment Device is not physically presented to the
Merchant by the Cardholder as the form of payment at the time of the Transaction. Card Not Present includes, but
is not limited to, Mail Order (MO), Telephone Order (TO), and Electronic Commerce (EC).
Cardholder: (i) the individual in whose name a Payment Device has been issued; and (ii) any individual who
possesses or uses a Payment Device and who purports to be the person in whose name the Payment Device was
issued or who purports to be an authonzed user of the Payment Device.
Cardholder Information Security Program ("CISP": The data security regulations required by Visa to protect
Cardholder account data and other data security best practices. The exact requirements for CISP can be found at
www.visa.comlcisp.
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Card Identification Number (CID) or Card Validation Code (CVV2/CVC2): A number printed on a Card and
used as additional verification for Card Not Present Transactions. For American Express this is a four -digit code
printed above the Card account number. For Visa, MasterCard and Discover Network this is a three -digit card code
value printed on the signature panel of the Card.
Card Imprint: See Impnnt or Imprinter.
Card Rules: The Credit Card Rules and Debit Card Rules, collectively.
Card Validation Code: See Card Identification Number.
Cash Advance: A Transaction in which a Cardholder receives cash from a financial institution or an ATM.
Chargeback: A Transaction disputed by a Cardholder or Issuer pursuant to the Payment Network Regulations.
CID: See Card Identification Number.
Code 10 Authorization: An Authorization or an "additional verification step" obtained for a suspicious or
questionable Transaction, Card, or Cardholder.
Confidential Information: All information or items proprietary to any party to the Agreement, of which the other
party to the Agreement obtains knowledge or access as a result of the relationship formed as a result of the
Agreement, including, but not limited to, the following types of information and other information of a similar
nature.(whether or not reduced to writing): scientific, technical, or business information, product makeup hsts, ideas,
concepts, designs, drawings, techniques, plans, calculations, system designs, formulae, algorithms, programs,
software (source and object code), hardware, manuals, test procedures and results, identity and description of
computerized records, identity and description of suppliers, customer lists, processes, procedures, trade secrets,
"know-how," marketmg techniques and material, marketing and development plans, price lists, pricing policies, and
all other fmancial information.
Contactless: A payment card or key fob equipped with a chip and antenna that securely communicates Cardholder
account information via radio frequency to a POS Device.
Convenience Fee: A fee charged by Merchant for an added convenience to the Cardholder for the use of a Payment
Device in a Transaction in accordance with the Payment Network Regulations.
Copy Request: See Retrieval Request.
Coverage Area: The geographic area in which wireless Transaction processing is available to Merchant.
Credit Card: A card or device associated with a revolving line of credit that may be used to purchase goods and
services from Merchant or to pay an amount due to Merchant or to obtain cash advances. A "Credit Card" includes
any of the followmg cards or devices that are associated with a line of credit extended to the Person to whom the
card or device is issued: (i) a Visa card or other card or device bearing the symbol(s) of Visa U.S.A., Inc. or Visa
International, Inc. (including Visa Gold cards); (ii) a MasterCard card or other card or device bearing the symbol(s)
of MasterCard International Incorporated (including MasterCard Gold cards); (iii) a Discover Network card or
other card or device bearing the symbol(s) of Discover Network; or (iv) any card or device bearing thesymbolof
any other Credit Card Association.
Credit Card Associations: (i) Visa.; (ii) MasterCard; (iii) American Express; (iv) Discover Network; (v) Dmers;
(vi) JCB; and (vii) any other organization or association that hereafter contracts with Servicer and/or Member to
authorize, capture, and/or settle Transactions effected with Credit Cards or signature -based Debit Cards issued or
sponsored by such organization or association, and any successor organization or association to any of the
foregoing.
Credit Card Rules: All applicable rules and operating regulations of the Credit Card Associations, and all rules,
operating regulations, and guidelines for Credit Card Transactions issued by Servicer from time to time, including,
without limitation, all amendments, changes and revisions made thereto from time to time.
Elavon
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Merchant Operating Guide MOG200901
Credit Transaction Receipt: A document, in paper or electronic form, evidencing a Merchant's refund or price
adjustment to be credited to the Cardholder's account and debited from the Merchant's DDA. This is also known as
a credit slip or credit voucher.
CVV2/CVC2: See Card Identification Number.
Customer: A client of Merchant who elects to conduct a payment Transaction with Merchant through presentation
of a Payment Device (including a Cardholder).
Datawire Services: Internet based operations for electronic payment processing utilizing Equipment or Software,
and including Software support and Equipment maintenance services.
DDA: See Demand Deposit Account.
Debit Card: A card or device bearing the symbol(s) of one or more EFT Networks or Credit Card Associations,
which may be used to purchase goods and services from Merchant or to pay an amount due to Merchant by an
electronic debit to the Cardholder's designated deposit account. A "Debit Card" includes (i) a card or device that
bears the symbol of a Credit Card Association and may be used to conduct signature -based, offline debit
Transactions; and (ii) a card or device that bears the symbol of an EFT Network and can be used to conduct PIN -
based, online debit Transactions.
Debit Card Rules: All applicable rules and operating regulations of the EFT Networks and Credit Card
Associations, and all rules, operating regulations, and guidelines for Debit Card Transactions issued by Servicer
from time to time, including, without limitation, all amendments, changes, and revisions made thereto from time to
time.
Declined Code: An Authorization Code indicating that the Transaction is declined and the Card is not to be
honored
Declined Pick -Up Code: An Authorization Code indicating that the transaction is declined and the Card should be
retained by the Merchant.
Demand Deposit Account (DDA): The commercial checking account at a fmancial institution acceptable to
Servicer and Member designated by Merchant to facilitate payment for Transactions, Chargebacks, returns,
adjustments, fees, fines, penalties, and other payments due under the Agreement. In the instance of a Debit Card or
ATM Card, this refers to the Cardholder's deposit account.
Diners: Diners Club International Ltd.
Discount: A type of fee paid by a Merchant to process its Card Transactions. Discount is calculated by multiplying
the Discount rate by the volume of Card Transactions.
Discover: DFS Services LLC.
Discover Network: The payment network operated and maintained by Discover.
Doing Business As (DBA): The trade name of a Merchant that may appear on business signs, customer literature,
or other documents.
Dynamic Currency Conversion (DCC): A service that allows merchants to offer international Cardholders in the
United States the option at the point-of-sale to pay in their local currency rather than U.S. dollars.
EBT: See Electronic Benefits Transfer Service.
EBT Card: A card utilized for electronic benefits transfers.
ECS: See Electronic Check Service.
ECS Association: NACHA, any regional ACH association or network, and any other organization or association
used by Servicer and/or Member in connection with the ECS that is hereafter designated as an ECS Association by
Servicer from time to time.
ECS Rules: All applicable rules and operating regulations of or applicable to the ECS Associations (including the
ACH Rules) and the ECS MOG, in each case including without limitation, all amendments, changes, and revisions
made thereto from time to time.
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EFT Networks: (i) Interhnk Network Inc., Maestro U.S.A., Inc., STAR Networks, Inc., NYCE Payments Network,
LLC, PULSE Network LLC, ACCEL/Exchange Network, Alaska Option Services Corporation, Armed Forces
Financial Network, Credit Union 24, Inc., NETS, Inc., and SHAZAM, Inc.; and (ii) any other organization or
association that hereafter authorizes the Servicer and/or Member to authorize, capture, and/or settle Transactions
effected with Debit Cards, and any successor orgam7ation or association to any of the foregoing.
EGC: See Electronic Gift Card.
Electronic Benefits Transfer Service (EBT): A service that allows electromc transfer of government funds to
individuals through the use of a plastic debit -like Card and a Personal Identification Number (PIN). The federal
government requires all states to distribute food stamps and cash benefits in this manner. The EBT Card may then
be used for qualified purchases at merchant locations.
Electronic Check Service (ECS): The service offering by Servicer pursuant to which Transactions effected via an
ACH Payment Device are presented for clearing and settlement through the ACH Network or alternate clearing
channel as described in the ECS Merchant Operating Guide (ECS MOG).
Electronic Commerce Transaction: A Transaction that occurs when the Cardholder uses the Internet to make a
purchase from a Merchant or Merchant uses the Internet to submit the Transaction for processing.
Electronic Gift Card (EGC): A special card purchased by a Customer or provided by Merchant to a Customer that
is redeemable for merchandise, services or other Transactions. A program that allows a Merchant to sell Electronic
Gift Cards redeemable for in-store merchandise or services.
Embossing: The process of printing data on a Card in the form of raised characters so the Card may be used in the
imprinting of Transaction Receipts.
Encryption: A security or anti -fraud technique that scrambles data automatically in the POS Device before the data
is transmitted. For example, PINS are encrypted when transmitted for Authorization.
Equipment: The equipment identified on Schedule A, Schedule of Fees, to the Agreement, including (i) for
Satellite Services, satellite communication services equipment, and VSATs; (ii) for Datawire Services, Micronode
2 or 4 port devices; or (iii) for Voyager Card Acceptance or Wright Express Card Acceptance, Fleet terminals.
Express Service Transaction: A unique Transaction agreement that is required for an eligible T&E Merchant in
limited situations where a Cardholder authorizes a hotel, lodging, or car rental Transaction in advance and chooses
to retain express service options.
Factoring (Laundering): Processing Transactions for another person or business through a Merchant's account.
Hologram: A three-dimensional image included on a Card to discourage counterfeiting.
Host: The central server we use to store Merchant information and to route information between the Merchant and
the Issuers.
Imprint: The physical impression made from a Card on the Transaction Receipt, which may be used to prove that
the Card was present when the sale was made.
Imprinter: A device used by Merchants to make an Imprint on a Transaction Receipt.
Interchange: The clearing and settlement system for Visa and MasterCard Credit Cards and Debit Cards and,
where applicable, Discover Network Credit Cards and Debit Cards, where data is .exchanged between the Servicer
and the Issuer.
Interchange Fees: The amount paid by the Servicer to the Issuer on each Transaction. Interchange Fees vary
accordmg to the type of Merchant and the method of processing.
Internet Payment Screen. The screen displayed to a Cardholder during an Internet Bill Payment Transaction
payment process which allows the Cardholder to select the payment method and to confirm understanding and
agreement with payment terms, shipping and retum policy.
Issuer: The financial institution or other entity that issued the Credit Card or Debit Card to a Cardholder.
Laundering: See Factoring.
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JCB: JCB International Co., Ltd.
Laws: All apphcable local, state, and federal statutes, regulations, ordinances, rules, and other binding law in effect
from time to time.
Magnetic Stripe: A stripe of magnetic material affixed to the back of a Card that contains Cardholder account
information.
Magnetic Swipe Authorization: An electronic Authorization request generated when a Merchant swipes the
Cardholder's Card through the POS Device. The POS Device reads the Cardholder information from the Magnetic
Stripe on the Card and then dials out to the Authorization Center to obtain an Authorization Code.
Mail Order/Telephone Order (MO/TO) Transaction: For MO, a Transaction that occurs when the Cardholder
uses the mail to make a payment to a Merchant and for TO, a Transaction that occurs when the Cardholder uses a
telephone to make a payment to a Merchant.
Manual Entry Authorization: An Authorization request generated when the Merchant key -enters the Cardholder's
Card number, expiration date, and sales amount into the POS Device (e.g., when the POS Device is unable to read
the Cardholder information from the Magnetic Stripe on the Card). The POS Device then dials out to the
appropriate Authorization Center to obtain an Authorization Code.
MasterCard: MasterCard International Incorporated.
Member: A financial institution designated by us that is a principal, sponsoring affiliate or other member of Visa
or MasterCard. The Member may be changed by Servicer at any tine and the Merchant will be provided notice of
same.
Merchant: The business entity that provides goods and/or services to Customers.
Merchant Application: The Merchant Application and any additional document containing information regarding
Merchant's business that is submitted to Servicer and Member in connection with Merchant's application for
processing services, including documents submitted by Merchant as a part of the bid process, if applicable.
Merchant Category Code (MCC). The four -digit code and corresponding definition assigned to each Merchant
that describes the type of business in which the Merchant is engaged'.
MerchantConnect: A Web -based Transaction reporting and reconciliation system used to manage Transaction
data from multiple locations or multiple merchant accounts via any standard Web browser (e.g., Internet Explorer).
Merchant Identification Card: A plastic card issued to the Merchant that contains the Merchant's Identification
Number, name, location, and DDA number
Merchant -Identification Number (MD): A unique identification number assigned to a Merchant to identify its
business (also referred to as the "Merchant Account").
Merchant Operating Guide (MOG): The operating manual provided by Servicer to Merchant that prescribes rules
and procedures governing the Transactions. The MOG may be amended from time to time by Servicer in its sole
discretion, which amendments will be effective upon notice to Merchant.
Merchant Plate: A plastic or metal plate affixed to the Imprinter that contains Merchant information such as the
Merchant name, Merchant Identification Number, city and state, and a Discover or American Express account
number, if applicable.
Merchant Statement: A monthly summary of activity in a Merchant account.
MO/TO: Mail Order/Telephone Order.
NACHA—The Electronic Payments Association: The national association that establishes standards, rules, and
procedures governing the ACH Network, including the ACH Rules.'
Negative Deposit: When the dollar amount of Credit Transaction Receipts exceeds the dollar amount of
Transaction Receipts submitted for processing.
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Merchant Operating Guide MOG200901
No Signature Required Program: A specific program offering by a Credit Card Association that includes
required criteria that must be met by the Merchant in order to submit No Signature Required Transactions and
obtain some protection from Chargebacks.
No Signature Required Transaction: A Card Transaction that does not require Merchant to obtain a Cardholder
signature on a Transaction Receipt because the Merchant and the Transaction satisfy the requirements of a No
Signature Required Program.
Payment Card Industry (PCI) Data Security Standard: The data security regulations, including maintaining
Cardholder account data in a secure environment, and other data security best practices endorsed by the major card
associations including Visa and MasterCard, as such may be amended from time to time. Visa requires that
Merchants and their agents comply with CISP and MasterCard requires that Merchants and their agents comply
with SDP.
Payment Device: Any device used for the purpose of obtaining credit or debiting a designated account including a
Credit Card, Debit Card, and any other financial transaction device, including an Electronic Gift Card, check
(whether converted into electronic form or used as a source document for an electronic fund transfer), EBT Card,
stored value card, "smart" card, or other device created to be used for the purpose of obtaining credit or debiting a
designated account, that is now or hereafter effected through Transactions with Merchants.
Payment Network: Any Credit Card Association, EFT Network, ECS Association, governmental agency or
authority, and any other entity or association that issues or sponsors a Payment Device.
Payment Network Regulations: Individually and collectively, as the context may dictate, the Credit Card Rules,
the Debit Card Rules, and/or the ECS Rules.
Person: Any mdividual, firm, corporation, business trust, partnership, governmental agency or authority, or other
entity and shall include any successor (by merger or otherwise) of such entity
Personal Identification Number (PIN): A number that must be entered by a Cardholder in order to complete
certain types of Transactions (e.g., online debit, EBT).
Petroleum Services: Processing Services provided by Servicer to Merchants engaging in Transactions related to
petroleum products or services, including Satellite Services, Datawire Services, Voyager Card Acceptance, and
Wright Express Card Acceptance.
PIN: See Personal Identification Number
PIN Pad: A secure device with an alphanumeric keyboard which conforms with the Debit Card Rules and
applicable standards administered by the Payment Card Industry Security Standards Council, and requirements
established from time to time by Servicer, and through which a Cardholder may enter a PIN.
PIN Entry Device (PED): A device used by the Cardholder to enter a PIN that identifies a Cardholder m an
Authorization request originating at a terminal with electronic capability. PED's are used for Debit Card
transactions to purchase goods or services and must comply with applicable standards administered by the Payment
Card Industry Security Standards Council.
POS Device: A terminal, software, or other point-of-sale device, including a Third Party Terminal, at a Merchant
location that conforms with the requirements established from time to time by Servicer and the applicable Payment
Network. The requirements incorporate: (i) a Track 2 Magnetic Stripe Reader; (ii) communicates electronically,
directly or indirectly, with the Servicer's Debit System; (iii) uses a receipt printer capable of providing a receipt
conforming to the Debit Card Rules and Regulation E; (iv) uses a journal printer, joumaling facility or terminal -
generated receipt; (v) uses an encrypted alphanumeric PIN Pad; and (vi) uses a keyboard that can perform actions,
functions and data entry. POS Device also includes a Pin Entry Device (PED) that is used by the Cardholder to enter
a PIN that identifies a Cardholder in an Authorization request originating at a termmal with electronic capability.
Pre -authorized Order: A written or electromc authorization by a Cardholder allowing a Merchant to charge his or
her Card at a future date.
Program:• The Payment Device processing services and other related products and services received by Merchant
pursuant to the Agreement.
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Proper Authorization: Receipt of an authorization approval code by use of the terminal product or the telephone
authorization center provided for authorization referrals.
Quasi -Cash Transactions: Transactions representing a Merchant's sale of items that are directly convertible to
cash.
Recurring Payments: A Transaction charged to the Cardholder (with prior written or electronic permission to a
Merchant) on a periodic basis for recurring goods and services (e.g., monthly membership fees, utility bills,
subscriptions).
Referral Code: An Authorization Code indicating that the Issuer is requesting that the Merchant call the Voice
Authorization Center, which will either provide an Approval Code or ask the Merchant to request additional
information from the Cardholder (e.g., mother's maiden name).
Reserve Amount: The amount established pursuant to the calculation set forth in the TOS.
Retrieval Request: A request initiated by a Cardholder or Issuer that requires the Merchant to produce a legible
copy of the Cardholder's signed Transaction Receipt within a specified period of time.
Satellite Services: Satellite operations for electronic payment processing including but not limited to Payment Card
Transactions, provision of the space segment, and Equipment maintenance services.
Servicer: The entity that processes Transactions on behalf of the Merchant.
Servicer Debit System: Servicer's electronic Debit Card Transaction processing system for provision of Debit
Card authorization, data capture, and settlement services.
Settlement: The process of submittmg Transactions to the Servicer for processing.
Site Data Protection Program (SDP): MasterCard's data security', regulations to protect Cardholder account data
and other data security best practices. The exact requirements for SDP can be found at
https://sdp.mastercardintl. com.
Software: The software identified on Schedule A, Schedule of Fees, to the Agreement, including for Datawire
Services, Network Access Module or other programs supplied by Servicer and used for Internet -based electronic
payment processing.
Split Sale: A prohibited process by which Merchants use multiple Transaction Receipts to avoid Authorization for
a single Transaction.
T&E Merchant: A Merchant whose primary function is to provide travel and entertainment related services.
Terminal: A point-of-sale device used by the Merchant to electron!! ally process Card Transactions.
Third Party Terminal: A terminal, other point-of-sale device, or software provided to Merchant by any entity
other than Servicer or its authorized designee.
Transaction: Any action by a Cardholder using a Payment Device and a Merchant that results in activity on the
Cardholder's account (e.g., payment, purchase, refund, return, or debit).
Transaction Currency: The international Cardholder's local currency in a DCC Transaction.
Transaction Data: All data regarding the Transaction including, without limitation, the Cardholder account number,
dollar amount of the Transaction, and the information stored in the Card's magnetic stripe.
Transaction Date: The date that a Transaction occurs.
Transaction Receipt: The paper or electronic record evidencing the purchase of goods or services from, or payment
to, a Merchant by a Cardholder using a Payment Device.
TOS: The Terms of Service and all additions to, amendments, and modifications of, and all replacements to the
TOS, as applicable.
Value Added Services: Any entity that stores, processes, or transmits card data or transaction data on behalf of
Merchant or that provides software to Merchant for transaction processing, storage, or transmission, except to the
extent such services are performed by the entity in its capacityas an agent of Servicer performing Servicer's
obligations under the Agreement.
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Visa: Visa U.S.A., Inc.
Voice Authorization: An Authorization process whereby a Merchant calls the Voice Authorization Center and
provides Cardholder and purchase information over the telephone. The Voice Authorization Center then provides an
Authorization Code to the Merchant.
Voice Authorization Center: The center that conducts Voice Authorization for Card Transactions.
Voyager Card Acceptance: The program whereby Merchant may accept Voyager commercial fleet cards.
VSAT: Very Small Aptitude Terminal.
Wireless POS Device: A POS Device that allows wireless processing.
Wright Express Card Acceptance: The program whereby Merchant may accept Wnght Express commercial fleet
cards.
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79
City of Yakima
Council Agenda Item # 9
Electronic Payment Services
(3-24-09)
• Agenda Statement
• Resolution
• Agreements
• Treasury Services
+ Treasury Management Services Agreement
+ Treasury Management Services — Terms & Conditions
• Merchant Services - Terms of Service
• Interchange Pricing
• Merchant Application
• Merchant Operating Guide
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 9
For Meeting Of March 24, 2009
ITEM TITLE: A Resolution and Agreements with U.S. Bank and Elavon Inc., a subsidiary of
US Bank, to provide electronic payment services to the City of Yakima.
SUBMITTED BY: Finance Department (Finance and Utility Services Divisions)
CONTACT PERSON/TELEPHONE: Rita DeBord, Finance Director (#575-6070
SUMMARY EXPLANATION:
Background: In early 2007, the City of Yakima issued a Request for Proposal (RFP) for
electronic payment services. The City received five responses, one was deemed
"unresponsive"; the others were evaluated by a project team consisting of employees from the
purchasing, finance, utility services and information systems divisions. The project team
initially accepted the proposal of one vendor, but was unsuccessful in negotiating a contract
agreeable to both parties. Subsequently, the project team entered into contract negotiations
with U.S. Bank; these negotiations have been successful and the project team is
recommending the City enter into an agreement, as defined in the enclosed documents, for
Treasury and Merchant services related to electronic payment services with U.S. Bank.
Service Providers: As stated above, we have reached agreement with U.S. Bank to provide
electronic payment services to the City. U.S.. Bank provides the Treasury (or money transfer)
services related to the electronic payment processes and a company called Elavon, Inc.
provides the Merchant (or "transaction") services. The services provided by these two entities
are further defined in the attached agreements. Elavon is a wholly owned subsidiary of U.S.
Bank; however, these two entities are separate legal entities, each with its own separate
operating practices, management and legal staff and set of legal documents. .
Continued on next page...
Resolution X Ordinance Other (Specify)
Contract X Mail to (name and address): (a) Treasury Agreements: U.S. Bank , Ms.
Gail Heinselman, VP U.S. Bank, 428 West Riverside, 12th Floor, Spokane, Wa. 99201 and (b)
Merchant Agreements: Ms. Angela O"Steen, Asst. General Counsel, Elavon, Inc., 401 W.
Market St., Louisville, Ky 40202 Phone:
Funding Source Utility Funds initially; other funds as applicable once services are expanded to
other areas of the City.
APPROVED FOR SUBMITTAL:
STAFF RECOMMENDATION: Adopt Resolution
BOARD/COMMISSION RECOMMENDATION: Previous Council Policy Issue
COUNCIL ACTION:
Page 1 of 5
City Manager
In addition to U.S. Bank and Elavon, Inc., the use of the ACH and credit cards automatically
invokes the ACH and the credit card associations' rules and regulations into all agreements as
well as many differing banking institutions due to the overarching requirements placed on the
use of their bank cards. The rules, regulations and related requirements of all of these parties
are, by necessity, incorporated into the attached electronic payment service agreements
between the City of Yakima, U.S. Bank and Elavon, Inc.
Electronic Services Provided: The implementation of electronic payment services will provide
our citizens, customers and other users of various City services / programs the option to make
payments in various electronic formats in the future; including: E -Check / ACH (Automated
Clearing House), Debit Card and/or Credit Cards. There are numerous options for accessing
the services within the various payment types noted above, including; use of pin -pads,
terminals, internet, etc., as well as various credit card companies and various services within
each company. Because of the numerous variations available within the basic payment types
and the imbedded complexities of many of these options, staff recommends starting modestly
and adding additional options and locations as we go.
The initial implementation plan includes: providing electronic payment options from both VISA
and MasterCard (MC) credit cards; debit cards and ACH / E -payments to our utility customers
only. Once these services are implemented and running smoothly, we would anticipate
expanding services to other areas of the City as well as providing additional service options.
While we included additional functionality into the service agreements and held many
discussions on a wide range of options with the vendors, the primary focus of the enclosed
agreements are on the areas noted above. Therefore, when we are ready to expand these
services, it is likely that we may need to negotiate further service agreements with the service
providers.
The City of Yakima averages approximately 188,000 utility payment transactions per year.
The'service providers stated that their experience indicates that approximately 15% of these
transactions would be electronic payment transactions the first year, and will likely double in
the second year and maintain at that level.
Costs estimates for these services are very difficult to determine as there are numerous
variables, each of which can significantly impact the costs; including: (1) transaction volumes
(providers offer lower costs to larger volume businesses); (2) the method of payment (ex.:
over the counter Check Card, vs. pin based debit card, vs. point of sale credit card, vs. ACH
payment, vs. internet credit card — each have their own specific and different fee structure);
and (3) the "brand" and "level" of credit card used (brand = VISA vs. MC; level = each credit
card brand has several dozen "levels" of cards - each with a different fee structure). Note: the
numerous pricing alternatives for each "brand and level" of credit card is a major factor in the
decision to accept only two credit cards at this time, VISA and MasterCard. Refer to Exhibit 1,
attached, for a pricing matrix which identifies prices charged under the enclosed agreements
for the payment types most common for the anticipated services / uses of the City of Yakima.
Due to the factors noted above, the City has very little ability to control the variables that
impact the costs of electronic payments; thus, very little ability to control the overall costs of
providing electronic payment services. However, based on industry averages and the most
likely "brands" and "levels" of credit card usage anticipated by the service providers, costs for
electronic payments of utility bills have been estimated at approximately $50,000 annually
plus approximately $6,000 in first year hardware and implementation costs. (Note: the annual
costs noted above was based on a 20% usage of electronic payment services; vs. the 15% to 30%
anticipated by the service providers.)
Page 2 of 5
A customer of the City may present a card with any one of the several dozen card "levels" for
payment to the City. The City has no way to know which card level is being presented, and is
not authorized, under the Card Organization rules, to request or restrict the usage of any card
level. Each payment transaction will be assessed a fee based on the fee structure
associated with the specific card presented. A complete list of the various card levels and
associated pricing, as it exists today, for both VISA and MasterCard is listed in the
"Interchange" Section enclosed. Additionally, the Exhibit to the agenda statement includes a
pricing matrix which includes the pricing for each of the most common transaction payment
methods and card types. This pricing chart is presented for example purposes only and does
not contain the complete list of possible card levels or fee structures.
As you can see from the Card Associations Interchange levels (listed in the "Interchange" tab)
and the sample pricing matrix shown in the attached Exhibit, electronic payment processing
gets very complicated, very quickly. Additionally, large portions of the pricing for electronic
payment transactions are not negotiable and are subject to change. Credit Card Associations,
issuing banks' and the Automated Clearing House (ACH) set there own rules, regulations and
fees related to the usage of their Cards/Services; the service providers simply pass through
these costs directly to the City. In authorizing the enclosed agreements, Council is also
agreeing to abide by the rules, regulations, and fees established by the Card Associations, the
Issuing Banks and the ACH. (The enclosed agreements all include, by reference, the rules
and regulations of these organizations and, thereby, bind the City to their requirements.)
Fortunately for utilities, both VISA and MasterCard Card Associations offer a special "Utility"
rate (which is 0.0%) for the Interchange "Level" fees, which is associated with many of the
cards that are more likely (per the service providers) to be used by the City's utility customers.
This will help minimize the costs to the City of providing electronic payment services to our
utility customers; however, this is just one of three Interchange fees assessed by the card
associations and the issuing banks).
Items of Specific Interest:
1. Convenience Fees: Many businesses charge their customers a convenience fee for
the option of making payments electronically. However, what would appear on the
surface to be a simple matter gets complicated very quickly due to the differing rules of
the two major Card Organizations — VISA and MasterCard (MC). Under the Card
Association rules for MC, the City would be allowed to charge a convenience fee for
the payment of most utility bills (there are a few possible exceptions). VISA does not
allow convenience fees on utility bills nor on face to face payment transactions.
Administration of these differing rules would be very difficult to carryout properly and
even more difficult to clearly communicate to our customers.
Were the City to charge a convenience fee, the Card organizations would not offer the
lower "utility" discount rate currently afforded to us.
The City may not assess a Convenience Fee without the approval of Elavon, doing so
is considered a breach of this Agreement. Additionally, Elavon will determine the
amount of any convenience fee that is charged; this is to ensure that the fee covers
Elavon's costs which would otherwise be paid directly by the City. There are
numerous other Card Organization requirements and restrictions on the assessment of
a Convenience Fee, the items listed above are only those that may be of greatest
interest or concern to the City.
Page 3 of 5
Based on all the issues noted above, staff is recommending that the City not assess a
convenience fee on electronic utility bill payments at this time. (Note: The issue of
convenience fees will be further researched and evaluated as we expand the use of credit
cards to other areas of the City and staff may present a different recommendation to Council for
differing types of payments based on the specific Card Organization rules governing those
payments.)
2. Display of Card Marks: the City must prominently display their most current version of
the Card Associations' and EFT (electronic fund transfer) network's names, symbols
and/or service marks, as appropriate, at or near the POS (point of sale) Device and on
Internet payment screens. Additionally, these marks must be displayed on
promotional materials to inform the public that such Credit Cards and Debit Cards will
be honored. Such use of these marks must comply with the requirements of each
mark's owner.
3. Card Limits/Restrictions: are expressly forbidden by the Card Organizations; therefore
the City is not allowed to set minimum or maximum dollar limits on the usage of cards.
4. Administration: initially, there will be a considerable effort required in the finance
division to establish proper tracking, reporting and internal controls over all electronic
payments, transactions, related fund transfers and utility accounts. The on-going
efforts required to maintain this discipline and control are currently unknown; we
anticipate that the majority and, hopefully the most time -intensive efforts, can be
automated and/or managed so as not to significantly impact the workload of existing
staff. Minimizing the impact on existing staff while imposing strong internal controls
over these transactions will be a major focus of our efforts during the planning, design
and implementation of these services.
Legal Issues:
Council should be aware that while there is a state statute that specifically authorizes counties
to accept debit and credit cards, ACH transactions and other types of electronic payments for
any payment of any kind (RCW 36.29.190); there is no similar authorization for municipalities.
However, numerous other jurisdictions around the state have implemented similar services
and the City's legal counsel has researched this issue and found that while there is no specific
statute authorizing this activity, there appears to be significant precedence from other
jurisdictions such that there appears to be minimal risk to the City for accepting payments
through electronic methods.
Agreements required to implement the electronic payment services include:
(listed in order enclosed)
1. City of Yakima Resolution
2. Treasury Management Services Agreement (TMSA)
3. Treasury Management Services — Terms and Conditions Agreement (T&C)
4. Application (a blank form has been enclosed for reference only; this document will be
completed and executed during implementation planning.)
5. Merchant Services — Terms of Services Agreement (TOS)
6. Interchange Fees (for VISA and MC)
7. Merchant Operating Guidelines (MOG)
Page 4 of 5 •
•
•
•
The Treasury Management Services Agreement (TMSA) acts somewhat as an umbrella
document, incorporating into it, by reference, many of the agreements. Specifically tied to the
TMSA is the Treasury Management Services — Terms and Conditions Agreement (T&C). A
signature on the TMSA authorizes the terms and conditions included in the T&C agreement
(thus, the T&C has no signature page of its own).
The Treasury Management Services - Terms and Conditions Agreement (T&C) includes all
treasury services provided to the City by U.S. Bank — both new and existing services. (The
City's payroll account is held with U.S. Bank and we currently utilize many of the bank's
treasury services in connection with this account.)
The Merchant Services — Terms and Services Agreement (TOS) includes two addendums for
electronic payment related services. Typically, all services would be included in the body of a
contract when it is initiated; however, U.S. Bank has certain services for which it has
addendum documents pre -established and preferred to provide for these services as
addendums; therefore, you will find two addendums attached the TOS Agreement.
Please note: the legal documents included herein specify what services will be provided, at
what costs/prices and other high level terms and conditions associated with these services.
However, there are a significant number of detailed terms, conditions and implementation
decisions which are not included in these legal documents; Council needs to be aware that
these details / decisions will need to be addressed by the project team during implementation.
Council's direction to proceed with implementation of these services, as authorized by and
provided for in the enclosed agreements, is authorization for and direction to staff to take all
remaining steps necessary to implement these services.
Summary:
Staff believes that the citizens and customers of the City will benefit from these electronic
payment services. If authorized by Council, staff will work with the service providers to begin
the planning and implementation processes. The design of the system functionality will
include Internet payment options for various types of payments, such as permit fees, bus
passes, parks and recreation programs, in addition to the payment of utility bills. This number
of payment options and the regulatory requirements to identify and account for various
revenues to the appropriate funds, significantly increases the complexity of the project
planning and implementation. However, planning the system design is likely the most critical
aspect of this project. The planning and implementation is anticipated to take four to five
months to complete.
The numerous options available for various electronic bill payment services together with the
number of parties involved in these processes, have made the development of the various
agreements a very complex and time consuming process. Staff from finance, purchasing,
information systems and utility customer services have spent countless hours researching
options and negotiating these agreements, and we are very pleased to be able to present this
option to City Council for your consideration.
Page 5 of 5
Exhibit to Agenda Statement
Merchant Services - Sample Pricing Matrix
•
Payment Method - ACH, Debit and Credit Cards *
(Only Most Commonly/Likely Used Cards Shown)
< Card Processing Fees >
Funding
< Interchange
Assessment Fees
(2)
Fees (1) >
Interchange "Level" Fees
* (3) (by
Card Type)
Elavon
Net Effective
Rate
US Bank
PLUS
Process
Fee (4)
'Treasury
E -Payment
Transaction
Fee (5)
Grand Total All Fees
(A) PIN Based (Debit cards with PIN Authorization)
??
0.00%
$0.65 / $0.75
0.30%
-
(B) Over The Counter:
VISA / MC
VISA / MC
VISA / MC
VISA
MC
b. Check Card (Debit cards used like a Cr.Crd.- signature authorization)
0.0925% /
30% / 0.00%
$1.50 / $0.65
0.30%
-
c. Credit Cards: POS terminal - signature authorization - Utility
0.0925% /
D0% / 0.00%
$1.50 / $0.65
0.30%
d. Credit Cards: POS terminal - signature authorization - Non -Utility
0.0925% /
1.43% /
$0.05 / $0.10
0.30%
-
(C) Internet ACH Payments:
n/a / n/a
n/a
n/a
n/a
n/a ?
$0.25
(D) VISA Internet Purchases:
VISA:
VISA:
VISA:
Check Card Purch. (Debit Card used like credit card / Signature)
0.0925%
0.00%
$0.75
0.30%
0.3925% + $0.75
n/a
Credit Crd - DB/CPS Retail 2 (Develoing Markets Only)
0.0925%
0.80%
$0.25
0.30%
1.1925% + $0.25
n/a
Credit Crd - _DB/Utility
0.0925%
0.00%
$0.75
0.30%
0.3925% + $0.7E
n/a
Credit Crd - CC/CPS Retail 2 (Developing Markets Only)
0.0925%
1.43%
$0.05
0.30%
1.8225% + $0.05
n/a
Credit Crd - CC / Utility
0.0925%
0.00%
$0.75
0.30%
0.3925% + $0.75
n/a .
Credit Crd - CC / Utility Business
0.0925%
0.00%
$1.50
0.30%
0.3925% + $1.50
n/a
(E) Master Card Internet Purchases:
MC
MC
MC
Check Card Purch. (Debit Card used like credit card / Signature)
0.0950%
0.00%
$0.45
0.30%
0.3950 + $0.45
n/a
DB / Utility
0.0950%
0.00%
$0.45
0.30%
0.395% + $0.45
n/a
CC / Utility
0.0950%
0.00%
$0.65
0.30%
0.395% + $0.65
n/a
CC / Public Sector
0.0950%
1.55%
$0.10
0.30%
1.945% + $0.10
n/a
EMC / Utility
0.0950%
0.00%
$0.65
0.30%
0.395% + $0.65
n/a
EMC / Public Sector
0.0950%
1.55%
$0.10
0.30%
1.945% + $0.10
n/a
WMC / Utility
0.0950%
0.00%
$0.65
0.30%
0.395% + $0.65
n/a
WMC / Public Sector
0.0950%
1.55%
$0.10
0.30%
1.945% + $0.10
n/a
WE / Utility
0.0950%
0.00%
$0.75
0.30%
0.395% + $0.75
n/a
WE / Public Sector
0.0950%
1.55%
$0.10
0.30%
1.945% + $0.10
n/a
(1) Interchange Fees - Aggregate of the Issuing Bank's assigned Interchange Level fee, plus he Bank Card Assoc. Assessment fee. Fees are Non-negotiable.
(2) Assessment Fees - (a) Debit Cards: Assessed by ?? ... ? (b) Credit Cards: Assessed by VISA / Master Card Associations, rate: Visa .000925 / MasterCard
.000950. Applied on all VISA and MC transactions; applied as a percentage of the total dollar amount of transaction. Fees Non-negotiable.
(3) Interchange Level Fees - (a) Debit Cards: Assessed by Issuing Bank processing networks; there are approx. a dozen such networks, each with different fees.
(b) Credit Cards: Assessed by Issuing Banks and applied on both a percentage of total dollar amount of transaction and a flat fee per transaction; fees are
based on type of card presented for payment. There are between 100 - 200 different VISA/MC card types. Fees are Non-negotiable.
(4) "PLUS" Processing Fee - Fee applies to all Bank Card transactions processed via the internet. Fee for service to distribute card transactions between entities
via the internet; service provided by Elavon, a Merchant Services processor. Fee is fixed and may change only at contract renewal. (Elavon is a wholly
owned subsidiary of US Bank.)
(5) US Bank E -pay Fee - Applies to ACH payments only (and only for non-bank collected convenience fees). Fee is assessed on a per transaction basis and
may change only at contract renewal.
* This Chart Only displays the most commonly used cards and their related fees. Refer to the VISA and Master Card Interchange Level Fees listed in the enclosed
Agreements for a list of all current VISA/MC Cards by Categories and Levels, and related fees for each. Prices are subject to change.