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HomeMy WebLinkAboutBusiness Automation Systems - Town Clerk r" `yr RESOLUTION 2014-277 y`~~ ADOPTED DOC ID: 9637 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2014-277 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 25,2014: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute any and all contracts between the Town of Southold and Business Automation Systems, Inc., Value Payment Systems and World Pay US, Inc. necessary in order to implement the Town Clerk On-Line Licensing Programs for Dogs and General Licensing, all in accordance with the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Robert Ghosio, Councilman SECONDER: Louisa P. Evans, Justice AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell ValuePaymentSystems Implementation Packet Thank you for choosing Value Payment Systems for your business needs. Enclosed are the following documents: ? Payment Processing Service Agreeement* ? WorldPay Submitter Agreement* ? VPS Setup Form* ? Worldpay ACH Addendum ? Point of Sale Order Form ? Change Order Form ? Terminal Order Form All merchants should complete the enclosed forms. If you selected Electronic Checks as an accepted payment method please complete the ACH Addendum and submit a copy of a voided check or a bank letter. The estimated deployment time is approximately 3 weeks from the time completed documentation is received and is based on product selection(s). Scan and email the completed packet to sales@valuepaymentsystems.com. Value Pqvment Svstems has two development suspension periods each year (April 1st - 20th and December 5th - January 4th). Any contracts submitted within this time frame will take an additional 3 - 4 weeks far implementation. Thank you, Implemenation Team * Required documents for new customers. PAYMENT PROCESSING SERVICE AGREEMENT THIS SERVICE AGREEMENT (this "Agreement") is made and entered into as of the _ day of 2014 ("Effective Date") by and between Value Payment Systems, LLC, a Tennessee limited liability company ("VPS"), and ("Merchant"). RECITALS: WHEREAS, VPS is in the business of providing internet, phone and point of sale based electronic payment services to public and private sector merchants; and WHEREAS, Merchant desires to provide its Taxpayers ("Taxpayer" or "Taxpayers") the option and opportunity to pay various amounts due to Merchant through VPS as set forth under the terms and conditions below. NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DEFINITIONS. 1.1. "Association" is a group of Card issuer banks, debit networks or other method provider, including, without limitation, Visa U.S.A., Inc., MasterCard International, Inc., and the NYCE, Pulse, Star, and Interlink debit networks. 1.2. "Association Rules" are the bylaws, rules, and regulations, as they exist from time to time, of the Associations. 1.3. "Card" is both (i) the plastic card or other evidence of the account and (ii) the account number, issued to a Cardholder, which you accept from your customers as payment for their purchases from the Merchant, and for the transactions with respect to which VPS agrees to process. 1.4. "Cardholder" is the person to whom the Card is issued and who is entitled to use the Card. I.S. "Chargeback" shall mean a reversal of a Card sale the Merchant previously presented, pursuant to Association Rules. 1.6. "Convenience Fee" shall mean a fee that is charged to the Taxpayer for the ability to make a payment through a VPS E-Payment System, which fee may be assessed as a percentage of the payment amount or as a fixed fee transaction in accordance with current Association Rules. 1.7. "Electronic Payments" shall mean credit card, debit card, Automated Clearing House (ACH) payments or other payment methods such as Bill Me Later®. 1.8. "E-Payment System" shall mean the VPS Web E-Payment System and/or VPS Phone E-Payment System and /or POS E-Payment System. 1.9. "Phone E-Payment System" shall mean a touch-tone phone payment system that is managed by VPS. 1.10."POS E-Payment System" shall mean a point of sale payment system that is managed by VPS. 1.11."Taxoaver" shall mean a person or business that is eligible to pay, or is required to pay, amounts due to the Merchant. 1.12."Sales Data" is the evidence and electronic record of a sale or lease transaction representing payment by use of a Card or of a refund/credit to a Cardholder. 1.13."Transaction" shall mean all regular, periodic due, fixed dues and assessment payments, and all other amounts, fixed or variable, payable by the Taxpayer to the Merchant. 1 1.14. "Web E-Payment System" shall mean a VPS hosted payment website. 2. SERVICES. 2.1. E-Payment System. VPS will provide an E-Payment System for use by Taxpayers of Merchant During the term of this Agreement, Merchant agrees to allow Taxpayers to make Electronic Payments through a VPS developed and managed E-Payment System, further defined in Schedule A and VPS agrees to facilitate the processing of Transactions between Merchant and Taxpayers. 2.2. Taxpayer Information. Upon Merchant's execution of this Agreement, Merchant shall use commercially reasonable efforts to provide VPS with information as VPS may require in order to promptly and accurately perform the services contemplated by this Agreement. VPS shall in no event be liable for not being provided by Merchant with current and correct information. VPS will not be responsible for unauthorized use of Taxpayer's credit card or credit card information by Merchant, Merchant's employees, and/or any other party associated with Merchant as a vendor, consultant, or contractor, including but not limited to Taxpayer's name, billing address, credit card number, and credit card expiration date. 2.3. Convenience Fee Disclosure. The Web E-Payment System interface, POS E-Payment System and Phone E-Payment System interface will disclose all Taxpayer funded Convenience Fees, if applicable, to a Taxpayer prior to the processing of a Transaction. 2.4. Payment of Transactions. Merchant agrees that the date on which a Transaction is posted to a VPS E-Payment System by a Taxpayer shall be deemed the date the Transaction is made for purposes of late fees, if any, that Merchant may charge to such Taxpayer. The date the Transaction is "posted" is the date the Taxpayer manually transmits the Transaction to an E-Payment System or the date an agreed automatic payment is initiated, whichever is applicable. VPS shall remit to Merchant all Transactions paid through VPS no later than three (3) business days following the date a Transaction is posted to a VPS E-Payment System. 2.5. Chargebacks. VPS will use commercially reasonable efforts to have Chargebacks investigated following the initial notice that a Chargeback has occurred. When provided written notice of any Chargebacks that VPS has deemed to be the responsibility of the Merchant or errors in deposits, Merchant agrees to immediately remit payment to VPS. VPS agrees to receive the payment for Chargebacks or errors in deposits from the Merchant through the remittance of a check or another payment method to be determined by the Merchant Notwithstanding the foregoing, Merchant will ultimately be liable for all Chargeback liability derived from Transactions processed by VPS. Merchant understands and agrees that VPS may, in in its sole discretion, implement any fraud prevention systems that it deems necessary, appropriate and/or advisable, including, but not limited to, CVV2, Address Verification Service, Verified by Visa, MasterCard Secure Code and/or similar systems. 2.6. Proprietary Rights. VPS represents that it owns, licenses or has the right to use and will retain during the term of this Agreement all proprietary rights in and to the E-Payment System and all development tools, routines, subroutines, applications, software and other materials that VPS may use in connection with implementation and operation of an E-Payment System. 2 2.7. Modification of Services. VPS may, and reserves the right to, modify the features and functionality of the E-Payment System at any time and from time to time without notice; provided, however, that VPS will not modify the E- Payment System in a manner that would, in its sole discretion, significantly adversely affect the use thereof, without providing eWees 00 ~riap*efieete Merchant of any such modification. 2.8. Payment for Services. Tf - Wrl cenia A of In consideration for the provision of the aforementioned E-Payment System, Taxpayers will pay the Convenience Fees that are detailed in Schedule B. Such Convenience Fees include fees associated with processing Electronic Payments through the VPS E-Payment System. VPS is solely responsible for all Processing Fees. These fees include Chargeback Fees, defined as penalties assessed per Chargeback claimed against Merchant's merchant account, but does not include the principal amount associated with a Transaction. 2.9. Additional Representations. VPS represents, warrants and agrees that it is and will remain in compliance with all applicable federal, state and local laws affecting its business, the ownership of its assets and the privacy and security of information provided by Taxpayers, except as would not have a material adverse effect upon VPS' ability to perform its obligations under this Agreement 2.10.Association Rules. Merchant agrees to comply with all Association Rules as may be applicable to the Merchant and in effect from time to time as published by any Association, including, but not limited to, the rules published on Visa U.S.A's website (httn://usa.visa.com/merchants/operations/op_regulations) and on MasterCard International's website (www.mastercard.us/merchants/suiiuort/rules). 2.11.Rieht to Use Information. Merchant acknowledges that VPS will compile certain information related to the usage of the E- Payment System and activities thereon. Such information may include, but not limited to, the volume of Transactions and the value of Transactions. Merchant agrees that VPS is authorized to use, reproduce and generally make such information available, as VPS may deem appropriate, provided that in no case will Merchant or any Taxpayer be individually identifiable except as otherwise permitted herein. Neither Merchant nor any Taxpayer shall be entitled to notice of such use, nor any fees derived therefrom; however, Merchant may be provided a copy of each compilation. 2.12. Exclusivity. During the term of this Agreement, Merchant shall not accept credit card or other Electronic Payments through a similar E-Payment System for Transactions from Taxpayers for the services listed on Schedule A hereto other than through VPS without the prior written consent of VPS. 3. THIRD PARTY PRODUCTS. 3.1. Merchant understands and agrees that VPS may use third party products in connection with the E- Payment System offered hereunder. These products may include firewall security, web server software and encryption software. VPS makes no representation or warranty regarding the performance of such third party software, specifically including any warranty that performance will be uninterrupted or error-free 4. DISCLAIMER OF WARRANTIES. 4.1. No Warranties. MERCHANT ACKNOWLEDGES THAT ITS USE OF THE E-PAYMENT SYSTEM IS SUBJECT TO THE FOLLOWING DISCLAIMER OF LIABILITY: EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED IN 3 THIS AGREEMENT, VPS AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE E-PAYMENT SYSTEM OR SERVICES PROVIDED HEREUNDER AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW. 4.2. World Wide Web. Internet and Telephone Usage. VPS and its suppliers make no warranties regarding the quality, reliability, timeliness or security of the world wide web or telephone lines, the internet and other globally linked computer networks, or the websites established thereon including the E-Payment System, will be uninterrupted or error free. S. LIMITATION OF LIABILITY. 5.1. NO CONSEQUENTIAL DAMAGES: LIABILITY CAP. IN NO EVENT WILL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF THE PARTY OTHERWISE LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VPS' LIABILITY EXCEED THE CONVENIENCE FEES PAID TO VPS UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF THE CLAIM (INCLUDING, WITHOUT LIMITATION, ANY CONTRACT, PRODUCT LIABILITY, OR TORT CLAIM). 5.2. Limited Remedv. VPS shall in no way be liable to Merchant or Taxpayer due to any disruption of VPS' E-Payment System or non-availability of the E-Payment System during which Taxpayers are unable to access or use the E-Payment System due to a confirmed problem therein. 6. CONFIDENTIAL INFORMATION. 6.1. Nondisclosure. Each party agrees to keep confidential and to use only for purposes of performing under this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement which is appropriately marked as confidential or which could reasonably be considered of a proprietary or confidential nature ("Confidential Information"), and, except as otherwise permitted by this Agreement, the terms of this Agreement and all negotiations relating thereto (but not the existence of this Agreement generally). The obligation of confidentiality does not apply to information which is publicly available through authorized disclosure, is known by the receiving party at the time of disclosure, is rightfully obtained from a third party who has the right to disclose it, or which is required by law to be disclosed. All Confidential Information will remain the property of the disclosing party. 6.2. Specific Prohibitions. Notwithstanding anything contrary in this Agreement, Merchant will not: (a) rent, lease, assign, sublicense, transfer, distribute, allow access to, and/or time share the VPS E-Payment System to or with any third party; (b) disassemble, decompile, decrypt, extract, reverse engineer and/or modify the VPS E-Payment System, or otherwise apply any procedure or process to the VPS E-Payment System in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the VPS E-Payment System or any algorithm, process, procedure or other information contained in the VPS E-Payment System; (c) distribute, facilitate, enable or allow access or linking to the VPS E-Payment System in any manner deemed by VPS in its sole and absolute discretion to be objectionable or harmful to the business and/or reputation of VPS and/or for any unlawful, illegal, pornographic, and/or injurious purpose; (d) make any use of the VPS E-Payment System that impairs the functionality of the VPS E-Payment System; (e) make use of the VPS E- 4 Payment System in any way, other than in accordance with this Agreement or as otherwise instructed by VPS in writing; (f) use the VPS E-Payment System, either directly or indirectly, to develop any product or service that competes with the products and/or services provided by VPS; (g) make any copies of the VPS E-Payment System; (h) circumvent or attempt to circumvent any applicable security measures of the VPS E-Payment System; and/or (i) attempt to access or actually access portions of any VPS systems and/or software not authorized for Merchant's use. 6.3. Compliance with Law and VPS Guidelines. In connection with the exercise of Merchant rights and obligations under this Agreement (including, without limitation, any related to individual privacy), Merchant will comply, at Merchant's own expense, with all laws, policies, guidelines, regulations, ordinances, orders, and rules applicable to Merchant, Merchant's business, and this Agreement, and all laws, policies, guidelines, regulations, ordinances, orders, and rules of all governmental authorities and/or regulatory bodies having jurisdiction over the subject matter hereof, including, without limitation, the rules promulgated by the Credit Card Associations, the Payment Card Industry (PC]) Data Security Standard, Visa Cardholder Information Security Program (CISP), the MasterCard Site Data Protection Program (SDP), the Federal Trade Commission, the electronic communication rules of the CAN-SPAM Act, and the privacy requirements of the Gramm Leach Bliley Act and regulations promulgated thereunder. Merchant will comply with all the current policies, procedures and guidelines of VPS governing the VPS E-Payment System, including, without limitation, the prohibited activities set forth in Section 6.2. VPS reserves the right to amend, modify or change such policies, procedures, and guidelines at any time. Merchant will not use the VPS E-Payment System in any manner, or in furtherance of any activity that may cause VPS to be subject to investigation, prosecution, and/or legal action. If applicable, Merchant will also provide VPS with a copy of its annual PCI Attestation of Compliance (AOC) and/or PCI Self-Assessment Questionnaire (SAQ) (as applicable based on PCI DSS qualifications) annually 6.4. Data Collection. Privacy and Security. Merchant is solely responsible for the security of data residing on servers owned or operated by Merchant and all third parties designated by Merchant (e.g., a Web hosting Merchant, processor and other service providers), and for data transmitted to and from VPS and/or third parties. Merchant agrees to provide notice to Taxpayers on all applicable Merchant Web sites (and cause its applicable customers to disclose such information on such applicable customers' Web sites) that discloses how and why personal and financial information is collected and used, including uses governed by this Agreement. Merchant will not use, disclose, sell and/or disseminate any cardholder information obtained in connection with a Transaction (including the names, addresses and card account numbers of cardholders) except for purposes of authorizing, completing and settling Transactions and resolving any chargebacks, retrieval requests or similar issues involving Transactions, other than pursuant to a court or governmental agency request, subpoena or order. Merchant will use proper controls for and limit access to, and render unreadable prior to discarding, all records containing card account numbers and card imprints. Merchant agrees that it will comply with all VPS security protocols and security advisories in effect during the term of this Agreement. If Merchant uses services from a Merchant Service Provider other than VPS, Merchant is solely responsible for verifying the accuracy and completeness of all Transactions submitted and processed by VPS associated with Merchant's account and verifying that all corresponding funds are accurately processed. Merchant acknowledge that VPS will not be liable for any improperly processed or unauthorized Transactions or illegal or fraudulent access to Merchant's (and/or Merchant's customers') account(s), end-user and/or Transaction data. Merchant warrants that Merchant has taken such precautions as are necessary to ensure that Merchant server and electronic systems are secure from breach or intrusion by unauthorized third parties. In the event that Merchant system is breached, or is suspected of having been breached, and an unauthorized third party has access to or has accessed end-user data or Transaction data, Merchant will notify VPS promptly of such breach 5 and will take such precautions as may be necessary to prevent such breaches from occurring in the future. 7. TERM AND TERMINATION. 7.1. Term. Subject to Section 7.2, this Agreement will commence upon the Effective Date and shall continue for two (2) years, at which point in time the Agreement will automatically renew for successive one (1) year periods unless either party, at least thirty (30) days prior to the expiration of the then applicable term, provides the other with written notice of its desire to terminate this Agreement 7.2. Termination for Cause. If a VPS E-Payment System provided under this Agreement fails to conform to generally accepted standards for such services in the Card processing industry then the Merchant's sole remedy for such failure shall be that upon notice from Merchant specifying the failure of performance, VPS will rectify such failure of performance. If VPS does not rectify our failure of performance within thirty (30) days after receipt of notification, then Merchant may terminate this Agreement upon thirty (30) days' written notice to VPS. VPS may terminate this Agreement at any time upon written notice to Merchant as a result of any of the following events: (i) any noncompliance with this Agreement or Association Rules which is not cured within thirty (30) days of VPS notice to Merchant, except as otherwise provided in this Agreement and except that no cure period is allowed for termination based on Merchant fraud; (ii) any voluntary or involuntary bankruptcy or insolvency proceeding involving Merchant; (iii) for a period of more than sixty (60) consecutive days, Merchant does not transmit Sales Data to VPS; and/or (iv) if the aggregate cost of Chargebacks absorbed by VPS for any ninety (90) day period exceeds the Convenience Fees collected by VPS during such period. 7.3. Effect of Termination. Termination of this Agreement will not relieve either party of any obligation to pay the other party any amounts due and owing to the other party prior to such termination, including, without limitation any amounts owing under Section 2.5. 7.4. Terminals. Merchant acknowledges and agrees that VPS is permitting Merchant to possess the point of sale terminals solely for the purpose of permitting Taxpayers to initiate Transactions via the E-Payment System. As such, Merchant acknowledges and agrees that VPS is the sole owner of the point of sale terminals, that, except for the foregoing, Merchant has no rights in or to the point of sale terminals (whether as owner, lessor, licensee or otherwise), and that Merchant will immediately deliver all point of sale terminals to VPS upon the earlier of the termination of this Agreement or when any such terminal is no longer being used Taxpayers to initiate Transactions via the E-Payment System. Merchant will keep all point of sale terminals in good order and repair except for normal wear and tear in the ordinary course of business 7.5. Survival. Sections 4, 5, 6, 7 and 8 shall survive any termination or expiration of this Agreement. 8. MISCELLANEOUS. B.I. Promotion of Services. During the term of this Agreement, Merchant shall promote the use by Taxpayers of the VPS E- Payment System including, but not limited to, point of sale materials for the POS E-Payment System, publishing the relevant URL for the Web E-Payment System and telephone number for the Phone E- Payment Solution on the Merchants website home page, billing departments, notices and all related promotional materials. All published materials referencing VPS or the VPS E-Payment System shall be approved for accuracy by VPS prior to publishing. 6 8.2. Governing Law: Waiver of ur Trial. This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee without reference to conflict of law provisions. Any action, proceeding, litigation, or mediation relating to or arising from this Agreement must be brought ..d r T of Mr rh r, P ..d• a d ham- _ M 13 '~cn d^^` . THE PARTIES HEREBY KNOWINGLY, $LLFfe1K VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. 8.3. Entire Agreement This Agreement, including the Schedules, contains the entire understanding and agreement between the parties with respect to its subject matter, superseding all prior or contemporaneous representations, understandings, and any other oral or written agreements between the parties with respect to such subject matter. 8.4. Binding Upon Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Neither this Agreement nor any right, license, privilege or obligation provided herein may be assigned or transferred by either party without the other party's prior written consent, which consent shall not be unreasonably withheld, and any attempted assignment or transfer without such consent is void. 8.5. Relationship of Parties. The relationship of VPS to Merchant under this Agreement shall be that of an independent contractor and nothing contained in this Agreement shall create or imply an agency relationship between Merchant and VPS, nor shall this Agreement be deemed to constitute a joint venture or partnership between Merchant and VPS 8.6. Notices. All notices required or permitted under the Agreement shall be in writing and sent to the other Party at the address specified below or to such other address as either Party may substitute from time to time by written notice to the other and shall be deemed validly given upon receipt of such notice given by mail (postage prepaid), electronic mail or personal or courier delivery to: IF to: Value Payment Systems, LLC If to: 2207 Crestmoor Rd. Suite 200 Nashville, TN 37215-2031 Attn: Jeffrey C. Gardner Email: jgardner@valuepaymentsystems.com 7 B.7. Captions and Headings. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement. 8.8. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement. 8.9. Waiver. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. 8.10.Severability. If any provision of this Agreement, or the application thereof, is found invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will remain in full force. 8.11.Publici The parties agree that they will not use the other party's name, trademark or service mark or the existence of the contractual relationship in any press release, marketing, promotional, advertising or any other materials without the other party's prior written consent. 8.12.Amendment and Changes. This Agreement or any provision hereof may not be changed, amended, supplemented, discharged, terminated or otherwise altered except by a statement in writing signed by the party against whom enforcement of same is sought 8.13.Force Maieure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section 8.13 will affect or excuse your liabilities and obligations for Chargebacks, refunds, or unfulfilled products and services. 8.14.Facsimile Signature and Counterparts. This Agreement may be executed by exchange of signature pages by facsimile, e-mail and in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument. - The rest of the page is intentionally left blank. - 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. VALUE PAYMENT SYSTEMS, LLC By: By: Name: J. Scott Slusser Name: Title: Chief Marketing Officer Title: Address: 2207 Crestmoor Rd., Suite 200 Address: City/State/Zip: Nashville, TN 37215-2031 City/State/Zip: 9 SCHEDULEA (Please check the box or boxes associated with the services to be provided.) WEB AND POINT OF SALE E-PAYMENT SOLUTIONS ? WebE-Payment Solution The Standard Web E-Payment Solution may include the following: • Standard development technology; • Payment screens including personal information, payment entry, payment review, payment receipt; • Payment confirmation number and optional confirmation email; • Collect and transmit payment information for authorization and settlement; and • Method for transferring transaction data back to the Merchant and/or reporting; Please choose one of the following options if the Web E-Payment Solution is selected: ? Option 1: Input File Integration or API is not required: or ? Option 2: Input File Integration or API is required. Payment Types to be Accepted ? Property Tax ? Licenses ? Utility Bills ? Other ? Other ® POS E-Payment Solution Please choose one of the following options if the POS E-Payment Solution is selected: ? Option 1: Ingenico iCT220 standalone terminal; or ? Option 2: Web POS system with MagTek card swipe. Payment Types to be Accepted ? Property Tax ? Licenses ? Utility Bills ? Other ? Other Schedule B Convenience Fee Pricing Schedule Payment Methods - Visa (credit and debit), MasterCard (credit and debit), Discover (credit and debit), and PIN debit networks (e.g., STAR, NYCE, Pulse, Accel and others). Additional payment methods may be added if mutually agreed upon by both parties. WEB AND POS CONVENIENCE FEES FUNDED BY THE CONSTITUENT ITEM FEE FREQUENCY Property Tax Payments (Real Property Tax etc.) Visa (credit), MasterCard and Discover (credit & debit cards) 2.45% Per transaction ATM/Network debit cards (PIN-debit only) 2.45% Per transaction Visa - consumer debit cards $3.95 Per transaction Electronic checks/ACH $1.75 Per transaction Minimum credit card and debit card convenience fee $3.95 Per transaction Non-Tax Payments (e.g. Court Fees Permits, etc.) Visa, MasterCard, Discover (credit & debit cards) 2.45% Per transaction ATM/Network debit cards (POS PIN debit) 2.45% Per transaction Electroniccheck/ACG $1.75 Per transaction Minimum credit card and debit card convenience fee $1.75 Per transaction Online Utility Payments (e.g. Water Bills Sewer Bills, etc.) Visa, MasterCard and Discover (credit & debit) TBD Per transaction Minimum credit card and debit card convenience fee TBD Per transaction PAYMENT PROCESSING AND DEVELOPMENT SERVICES FUNDED BY MERCHANT ITEM FEE FREQUENCY Start up costs $0 One-time Address verification fee $0 Per occurrence Chargeback processing fee $0 Per occurrence Gateway fee and/or batch fees $0 Per transaction Statement fee $0 Per occurrence Support and training fees $0 Per hour Security PCI fees $0 One-time POS terminals - Ingenico iCT220 Waived Per unit Total cost to Merchant/Department $0 Proprietary and Confidential, Value Payment Systems, LLC contactus@valuepaymentsysterns.com T U'ueNymeMSysW (o) 615-730-6367 (f) 615-730-6385 2207 Creshnoor Road, Suite 200 Nashville, Tennessee 37215 VPS Merchant Setup Form Agent Name: Desired Live Date: Client Name: Legal Name: Federal Tax ID: w Mailing Address 1: Mailing Address 2: City: State: Zip Code: Phone: Fax: Contact: Email: URL: IVR: Referral Number: Referral Email: Business Hours: Settlement Method: ? Direct Settle Q VPS Settle Average Monthly Dollar Volume: Cut-Off Time: w Highest Monthly Dollar Volume: Report Schedule: Average Sale Amount: M Daily Q Monthly © YTD All Highest Sale Amount Email Distribution List Fee Pricing Method Flat Rate/ Minimum Fee Percentage For additional email addresses attach separate sheet. WEB: © Gateway API ® Integrated API 0 Bill Presentment 1 3/5 Page ® End-User Validated m PHONE: ® IVR ? Live Agent POS 0 Card swipe ® Ingenico iC17220 Terminal contaclus@valuepaymentsystems.com VGalUQPaymentSysteffts (o) 615-730-6367 (f) 615-730-6385 CREDIT: ? Visa ? Mastercard ? Discover ? DEBIT: ? Visa ? Mastercard ? Nyce ? Pulse ? Star CHECK: ? Please complete "ACH Addendum" OTHER: ? Bill Me Later Merchant Activity/ Output File Required: ? Yes ? No ? Daily Recipient Email Address(es): ? Calendar Specific End-User Load Files ? Daily ? Calendar Specific Files ? No Files Service Contact Peak Season Dates: First Name Last Name From To ai ress From To re Fax From To Internal Refund Policy (Please provide a brief description) I m emim~ Company Name Services Provided Convenience Fee Years in Contract s • Contact Name/Number Marketing contactus@valuepaymentsy er s.com Valueftymendystems (o) 615-730-6367 1 (f) 615-730-6385 Marketing/Adoption Plan Kick Off Call Please provide your earliest available ' date(s) and time(s): Date Time Date Time SUBMITTER MERCHANT PAYMENT PROCESSING AGREEMENT, INSTRUCTIONS AND GUIDELINES (Standard MCC-Convenience Fee) WoddPay US, Inc. ( Pa ° or 'We", "u$°, or "2LLr" and the like), for itself and on behalf of RBS Citizens, N.A., a national banking association CO.W I, is very excited about the opportunity to join Value Payment Systems, LLC (M', in providing you with state-of-the-art payment processing services. When your customers pay you through VPS, you may be the recipient of a credit card or debit card (".Q01 funded payment. The organizations that operate these credit card and debit card systems (such as Visa U.S.A., Inc. and MasterCard International, Inc. (collectively, the "Payments Networks") require that you (I) enter into a direct contractual relationship with an entity that is a member of the Payment Networks and (ii) agree to comply with the operating rules and regulations of the Payment Networks, as in effect from time to time (collectively, the 'Rules'as they pertain to applicable credit and debit card payments you receive through VPS. By executing this document, you are fulfilling the Payment Network Rules that require you to enter into a direct contractual relationship with a member, and you are agreeing to comply with Payment Network Rules as they pertain to payments you receive through the VPS service. In the event you fail to comply with the Payment Network Rules, you will be liable for all fees and fines Imposed by the Payment Networks. We understand and acknowledge that you have contracted with VPS to obtain credit card and debit card processing services on your behalf and that VPS may have agreed to be responsible to you for certain of your obligations to us under this Agreement as specifically set forth in the agreement between you and VPS (your "VPS Customer Agreement1. The following information is designed to inform and assist you as we begin our relationship. 1. Your acceptance of Cards You agree to comply with all applicable Payment Network Rules. You understand that we may be required to modify these instructions and guidelines in order to comply with requirements Imposed by the Payment Networks. In offering payment options to your customers, you may elect any one of the following options: (1) Accept all types of Visa and MasterCard cards, including consumer credit and debiUcheck cards, and commercial credit and debiticheck cards; (2) Accept only Visa and MasterCard credit cards and commercial cards (If you select this option, you must accept all consumer credit cards, but not consumer debillcheck cards, and all commercial card products, including business deblVcheck cards); or (3) Accept only Visa and MasterCard consumer debit/check cards (If you select this option, you must accept all consumer debit/check card products but not business debiUcheck cards, and refuse to accept any kind of credit cards). The acceptance options above apply only to domestic transactions. If you choose to limit the types of Visa and MasterCard cards you accept, you must display appropriate signage/postings to indicate acceptance of the limited acceptance category you have selected (that is, accept only deblVcheck card products or only credit and commercial products). You may not require a cardholder, as a condition for honoring a Card, to sign a statement that waives the cardholder's right to dispute the transaction with the Card issuer. For recurring transactions, you must obtain a written request or similar authentication from your customer for the goods and/or services to be charged to the customer's account, specifying the frequency of the recurring charge and the duration of time during which such charges may be made. 2. Submission of Transactions: Payment You will transmit, or cause to be transmitted on your behalf, information to us, which information represents your sales to be authorized and settled (paid) by Card transactions. We will process your sales data to facilitate the funds transfer between the various Payment Networks and you for Card sales. After we receive funds for such sales from the Payment Networks, we will make payments to you as more specifically set forth on the Fundino Schedule attached hereto. You must not submit transactions for payment until the goods are delivered, shipped, or the services are performed. If the cardholder disputes being charged for merchandise or services before receiving them, the result may be a chargeback to you ("Chameback°). 3. Chardebacks: Fraud: Temporary Holdback 3.1 Chargebacks. You may receive a Chargeback for a number of reasons. The following are some of the most common reasons for Chargebacks: (1) You do not issue a refund to a customer upon the return or non-delivery of goods or services; (2) An authorization/approval code was required and not obtained; (3) The transaction was fraudulent; (4) The customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a set-off, defense or counterclaim; or (5) The customer refuses to make payment for a Card sale because in the customer's good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner. You agree to (1) reimburse the Bank or WoddPay (or VPS, if VPS has reimbursed Bank or WoddPay on your behalf) for the amount of the transaction in the event of a Chargeback (the "Transaction Amourd' and (2) to pay a handling fee for each Chargeback (the "Handling Fee°) unless VPS has agreed to do so on your behalf pursuant to both your VPS Customer Agreement and an agreement between VPS and WorldPay. Submitter Merchant Payment Processing Agreement, Instructions and Guidelines (Standard MCC-Convenience Fee) Page 1 of 5 3.2 Fraud. You agree to be solely responsible for losses and expenses incurred by Bank or WoddPay as a result of or arising out of the fraud, gross negligence or willful misconduct of your employees, contractors or agents. 3.3 Temporary Holdback. In addition to any of the other rights granted to the Bank and WoddPay in this Section 3, in the event that the Bank and WorkiPay, at any time during the term of this Agreement, determine in their commercially reasonable discretion that it may be prudent or necessary to do so as a result of any unusual or suspicious activity involving your account, a cardholders account, or otherwise, including, without limitation, money laundering, invalid sales transactions, counterfeit transactions, altered or duplicate transactions, activity related to a suspected compromise of cardholder data or other breach of Data Security Guidelines, or you are identified by a Payment Network as experiencing excessive Chargebacks, the Bank, or WoddPay on behalf of the Bank, may hold funds otherwise due you in the Bank's name and in a non-segregated and non-interest bearing account for a commercially reasonable period as the Bank or WoddPay, in its commercially reasonable discretion deems necessary, to reimburse the Bank and WoddPay for Chargebacks and credits issued by you in respect of such activity, plus other costs or liabilities reasonably anticipated to be due from you to WoddPay or the Bank under the terms of this Agreement as a result of such activity. WoddPay and the Bank shall communicate the findings of the related investigation to you, as well as their determination regarding the disposition of such funds, as soon as possible. 4. Financial Information You agree to provide such financial information as may be requested by WoddPay or the Bank from time to time during the term of this Agreement in order for WoddPay or the Bank to comply with the Payment Network Rules or to otherwise enable WoddPay and the Bank to assess your financial condition and the related risk associated with your business as it relates to this Agreement. 5. Data Security and Privacy You represent to us that you do not have access to Card information (such as the cardholders account number, expiration date, and CVV2) and you will not request access to such Card information from VPS. In the event that you receive such Card Information in I connection with the processing services provided under this Agreement, you agree that you will not use it for any fraudulent purpose or in violation of any Payment Network Rules or applicable law. Further, in the event you do have access to Card information, you acknowledge that you are bound to abide by all applicable standards, guidelines, practices or procedures recommended or required by the applicable Payment Networks with respect to data security or protection of cardholder data, as such may be amended from time to time (collectively "Data Security Guidelines including, without limitation, Payment Card Industry Data Security Standards ("PSI', PIN Entry Device Standards ("PED', and Payment Application- Data Security Standards Currently, the PCI guidelines require Customer (a) to observe, among other things, standards of due care with regard to the protection of sensitive cardholder information; and (b) to insure that the point of sale equipment and applicable software used by Customer comply with PCI guidelines. If you know or suspect a security breach, you must notify us immediately. If a Payment Network requires you to submit to an audit in connection with a breach or suspected compromise of cardholder data or any other breach of Data Security Guidelines, you shall cooperate with such audit and shall be responsible for the cost of the audit. Your obligations under this provision shall survive termination of this Agreement. 6. Disclalmer: Limited Liability 6.1 Disclaimer of Warranties. WoddPay and the Bank hereby disclaim all warranties, with respect to the services and products provided hereunder, whether expressed, implied, statutory or otherwise, including without limitation, any warranty of merchantability or fitness for a particular purpose. 6.2 Limitation of Liability. Under no circumstances shall the financial responsibility of WorldPay or the Bank for any failure of performance by WoddPay or the Bank under this Agreement exceed the fees or charges paid to such party for the transaction or activity that is or was the subject of the alleged failure of performance. In no event shall the Bank or WoddPay, their agents, officers, directors, employees or affiliates, be liable for any special, incidental, consequential, punitive, or exemplary damages or claims by you or any third party relative to the transactions or activities hereunder, whether or not such damages were foreseeable. 7. Term: Termination 7.1 Term. This Agreement shall continue in effect until the earlier of (a) termination or expiration of your VPS Customer Agreement or (b) a period of one year after the date on which your first draft is presented to the Bank following acceptance of this Agreement (as evidenced by an authorized signature hereon) by WoddPay and the Bank. Such term shall automatically renew for successive one year periods at the end of the original and each renewal term, unless any party elects to terminate by giving written notice of non-renewal to the other party 90 days before the expiration of the then current term. 7.2 Termination Without Notice. WoddPay or the Bank may terminate this Agreement without notice, at any time as a result of any of the following events: (a) your material noncompliance with the Rules; (b) any voluntary or involuntary bankruptcy or insolvency proceedings by you, your parent or an affiliated entity; (c) WoddPay or the Bank, in its commercially reasonable discretion, deems you to be financially insecure such that WoddPay or the Bank is at a material risk of loss; (d) you or any other person owning or controlling your business is or becomes listed in the Combined Terminated Customer File (or its equivalent) maintained by the Payment Networks; (e) you materially alter the nature and type of business conducted, or (f) WoddPay or the Bank is prohibited by applicable law from conducting business with you or your principals. 7.3 Additional Rights. Upon notice of any termination of this Agreement, the Bank shall determine, in its commercially reasonable discretion, and the Bank, or WoddPay on behalf of the Bank, may notify you of the estimated aggregate Submitter Merchant Payment Processing Agreement, Instructions and Guidelines (Standard MCC - Convenience Fee) Page 2 of 5 dollar amount of your Chargebacks, refunds, and other obligations and liabilities that the Bank and WoridPay reasonably anticipate may become due subsequent to termination, and you shall immediately deposit such amount with the Bank or the Bank may withhold such amounts from credits due to you. The Bank is authorized to hold such funds for a reasonable period not to exceed the letter of the ten months after termination of this Agreement or the length of time applicable laws, rules or regulations or Payment Networks impose actual or potential liability upon any party to this Agreement. You shall have no rights to such funds until all of your obligations under this Agreement are satisfied, and WoridPay and the Bank may receive out of such funds those amounts that are or become due to WoridPay and the Bank pursuant to this Agreement. 7.4 Survival. The obligations of all parties hereto incurred prior to the effective date of termination or arising from transactions processed prior to the termination shall survive the termination of this Agreement. In addition to the foregoing and in addition to those sections of this Agreement which by their terms survive, Sections 3.2, 6.1, 6.2, 7.4, and 8.1 through 8.5 shall survive any termination or expiration of this Agreement. 8. General Provisions 8.1 Assignment. You may not assign this Agreement, directly or indirectly, including by operation of law, without the prior written consent of the other parties. Any sate or transfer of equity interests such that the holders of the equity interests as of the date hereof do not own more than 50% of the equity interests immediately after such transfer shall be deemed an assignment of this Agreement. 8.2 Attorneys' Fees. In the event any party hereto shall employ legal counsel or bring an action at law or other proceeding against another party to enforce any of the terms, covenants, or conditions hereof, the prevailing party shall be entitled to its reasonable attorneys' fees and costs so incurred. 8.3 Confidentiality. The parties acknowledge that each of their respective businesses is highly competitive and that their respective books, records and documents, technical information concerning their respective products, equipment, services and processes, procurement procedures and pricing information, and the names or other information (such as credit and financial data) concerning cardholders, all comprise confidential business information and trade secrets of each and are valuable, special and unique assets of the parties that they use in their business to obtain a competitive advantage over their competitors, which do not know or use this information or have access to it (collectively, "Protected Information'). The parties further acknowledge that the protection of each other's Protected Information against unauthorized disclosure and use is of critical importance to each in maintaining their respective competitive position. Accordingly, the parties hereby agree that neither they, nor any of their respective employees or agents, shall make any unauthorized disclosure of any Protected Information, or make any use thereof, except for the benefit of, and on behalf of, that party. The following information shall not be subject to protection under this Section 8.3: information that (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; (b) was known by the receiving party before receiving such information from the disclosing party; (c) Is hereafter rightfully obtained by the receiving party from a third party, without breach of any obligation to the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the Protected information. Each party may disclose the other party's Protected Information it and to the extent that such disclosure is required or requested by applicable law or any regulatory or governmental authority. The provisions of this Section 8.3 shall be effective during the term of this Agreement and shall survive for a period of two years thereafter, provided with respect to Protected Information that constitutes a trade secret under applicable law, the provisions of this Section 8.3 shall be effective during the term of this Agreement and shall survive for the longer of (i) two years after the termination of this Agreement, or (ii) for so long as such information continues to qualify as a trade secret under applicable law, excluding failure to so qualify as a result of breach of this Agreement. Notwithstanding anything contained to the contrary herein, the parties further agree that all cardholder data shall be protected in accordance with applicable law and the Rules. 8.4 Entire Agreement; Modification, Waiver. This Agreement and any accompanying schedules constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings or negotiations, whether oral or written between them with respect to the subject matter hereof. Except as otherwise set forth herein, this Agreement may not be amended or modified, except by an instrument in writing executed by all parties. No waiver by any party of any provision of this Agreement will be valid unless the same will be in writing and signed by the party making such waiver. No waiver of a provision of this Agreement shall constitute a waiver of any other provision or of the same provision on another occasion. 8.5 U.S. Patriot Act Customer Identification Notice, Regulatory Requirements, Credit Reports. In order to assist the U.S. government in its efforts to fight terrorism and money laundering activities, federal few requires WoridPay and the Bank to obtain, verify, and record information that identifies persons and entities establishing a business relationship with WoddPay or the Bank through the purchase of products or services. The information required varies based on whether you are a publicly or privately owned business. When establishing a business relationship, WoridPay and the Bank shall ask for identification and verification information, which may include, without limitation, the legal name of the entity, identification of the primary principal contact of the business (if required by law), physical address of the entity or principal, date of formation (for business entities), date of birth (for individuals), and other information that allows WoddPay and the Bank to identify you and your principals. You agree to provide all information requested by WoddPay and the Bank that is required in order for WoddPay and the Bank to comply with applicable law. In addition and in connection with such regulatory requirements, you shall provide prior written notice to the Bank and WoddPay of any change in the ownership or composition if as a result of such change, an individual or entity who does not own 20% or more of the beneficial equitable ownership as of the date hereof becomes the owner of 20% or more of the beneficial equitable interest hereafter. You acknowledge that WoridPay and the Bank may require that a consumer report of certain officers, partners, or owners be provided from a consumer and/or credit reporting agency at the inception of this Agreement and from time to time thereafter. Submiaer Merchant Payment Processing Agreement, Instructions and Guidelines (Standard MCC-Convenience FCC) Page 3 of 5 8.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Please acknowledge your receipt of these instructions and guidelines and your agreement to comply therewith. (Name of Entity) By: Name: Title: Date: Address: Agreed and Accepted by: WoddPav US. Inc. for itself and on behalf of RBS Citizens. N.A. By: Name: Title: Dale: Address: Submitter Merchant Payment Processing Agreement, Instructions and Guidelines (Standard MCC - Convenience Fee) Page 4 of 5 FUNDING SCHEDULE In order to receive funds from WoridPay you must designate a bank account (the "Deoosit/Charoeback Account's at a bank that is a member of the Automated Clearing House system and the Federal Reserve wire system. You authorize WoddPay to Initiate electronic credit and debit entries and adjustments to the Deposti/Chargeback Account in accordance with this Funding Schedule. You agree that you will not dose or restrict Bank or WoridPay's access to the DeposiVChargeback Account. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties, including but not limited to delays or errors by the Payment Networks or the bank. The funds payable to the DeposittChargeback Account shall be equal to the amounts received by us from the Payment Networks in respect of your Card transactions less all Chargebacks, customer refunds and other applicable charges. Such amounts will be paid into the Deposit/Chargeback Account as soon as practicable following our receipt of the funds from the applicable Payment Network. If the funds payable to the Deposit/Chargeback Account do not represent sufficient credits, or the Deposit/Chargeback Account does not have a sufficient balance to pay amounts due from you under this funding schedule, we may pursue one or more of the following options: (I) demand and receive immediate payment for such amounts; (ii) debit the Deposit/Chargeback Account for the amount of the negative balance; (iii) withhold settlement payments to the Deposit/Chargeback Account until all amounts are paid; (Iv) delay presentation of refunds until a payment is made to us of a sufficient amount to cover the negative balance; and (v) pursue any remedies we may have at law or in equity. Unless and until we receive written instructions from you to the contrary, all amounts payable by WortclPay to you will be deposited in the DeposWChargeback Account designated and authorized by you as set forth below: Name of Bank: ABA No.: Account No.: Account Name: Reference: Submitter Merchant Payment Processing Agreement, Instructions and Guidelines (Standard MCC - Convenience Fee) Page 5 of 5 ACH Services Addendum This ACH Services Addendum ("Addendumsets forth additional terms and conditions related to certain services (the "ACH Services") to be provided by WoddPay US, Inc. ("WoddPay") to you with respect to the crediting and debiting of transactions As the Automated Clearing House ("ACH' network as described in this Addendum. This Addendum shall amend and shall constitute a part of your Submitter Merchant Payment Processing Agreement (the "Customer Processina Agreement") with WoddPay and RBS Citizens, N.A. ("Bank"). You, your, or words of similar import shall refer to the Customer listed below. 1. ACH Services. You agree to subscribe to, and WoddPay agrees to provide to you, ACH Services in accordance with the terms and conditions set forth herein. The ACH Services include the transmission of electronic credit and/or debit transactions initiated by you, or caused to be initialed on your behalf, and processed through WoddPay to accounts at banks and financial institutions as contemplated by this Agreement. 2. NACHA Rules. You agree to abide by all operating rules, regulations, and procedures set forth in the National Automated Clearing House Association ("NACHA") Operating Rules and Procedures, as amended from time to time (the "NACHA Rules"). The definition of "Rules" in the Customer Processing Agreement is deemed to include the NACHA Rules. Any violations of the NACHA Rules by you or other legal non-compliance by you that results in a monetary penalty, fee, or cost to WorldPay for processing a transaction requested by you will be assessed to and paid by you. You acknowledge and agree that WoddPay will transmit electronic credit and/or debit entries by means of ACH transactions in accordance with the NACHA Rules. 3. Authorization; Initiation of Transfers. In order to request WorldPay to initiate credit andlor debit ACH transactions, you will deliver, or cause to be delivered on your behalf, to WoddPay specific credit and/or debit entry information and consumer authorization by means and within the time frames requested by WoddPay. Upon receipt and acceptance of specific credit and/or debit ACH entry information and proper consumer authorization from you, WoddPay will initiate ACH transfers on behalf of you. WoridPay is hereby authorized by you to process transactions in accordance with information WoddPay receives from you either electronically or by physical documents. 4. Responsibility for Information; Security. You will be solely responsible for the information contained in the instructions, including obtaining valid identification of your end-user consumer and proper and valid written authorization from such end-user consumer (example attached). WoddPay will have no responsibility for erroneous or fraudulent data or authorization provided by you. You accept responsibility for setting up security features appropriate for your operating environment in accordance with applicable local law, NACHA Rules, and as reasonably requested by WoddPay. You agree to (i) retain an original copy of each consumer authorization for WoddPay to initiate a credit or debit ACH transaction for six years after the date of termination or revocation of such authorization, and (it) provide a copy of such authorizations to WorldPay upon request. 5. Reversals. You acknowledge that requesting the reversal of ACH files and/or entries is solely your responsibility and will be initiated by WoddPay on proper request by you. Applicable fees may apply to ACH reversals. 6. Rejects. In the event any ACH transaction request is rejected for any reason whatsoever, it will be your responsibility to resubmit such ACH transaction request, correct data as necessary or obtain any missing or incorrect consumer authorization. Applicable fees may apply to ACH rejects and resubmission requests. 7. Term. The term of this Addendum will continue in effect unfit the earlier of (1) the expiration or termination of the Customer Processing Agreement or (it) termination of this Addendum in accordance with Section 8 below. Notwithstanding the foregoing, termination of this Addendum by WoddPay or Customer pursuant to Section 8 shall not terminate the Customer Processing Agreement. 8. Termination. WorldPay may terminate this Addendum without notice, at any time as a result of any of the following events: (a) any noncompliance by you with the NACHA Rules; (b) any voluntary or involuntary bankruptcy or Insolvency proceedings involving you, your parent or an affiliated entity or individual; (c) WorklPay, in its commercially reasonable discretion, deems you to be financially insecure such that WorldPay is at a material risk of loss; (d) you materially alter the nature and type of business conducted, or (e) WoddPay is prohibited by applicable law or NACHA from conducting business with you or your principals. In the event any party breaches any of the provisions of this Addendum, and fails to cure such breach within 60 days of receipt of written notice from the other of such breach, the non-breaching party may terminate this Addendum immediately at the expiration of the 60 day cure period. 9. Improper Use of ACH Services. World Pay's obligation to provide ACH Services specified herein is conditioned upon your agreement not to allow the ACH Services to be used for any unlawful purpose or in violation of any governmental regulations or authorizations. WorldPay will have the right to limit, terminate or suspend ACH Services by written notice for improper use of the ACH Services by you or any activity by you, as determined in the sole discretion of WoddPay, that threatens public health, safety, or welfare or the integrity or reliability of the ACH network, WoddPay facilities, or services to WoridPay's other consumers. 10. Survival. The obligations of all parties hereto incurred prior to the effective date of any termination of this Addendum or arising from ACH transactions processed prior to such termination shall survive the termination of this Addendum. Without limiting the. generality of the foregoing, you shall be liable both before and after termination for all reversals, rejects, etc. of ACH transactions processed prior to such termination and for all of your obligations, warranties, and liabilities pertaining to the period during which WorldPay processed or settled transactions for you under this Agreement. In addition to the foregoing and in addition to those sections of this Agreement which by their terms survive, Sections 2, 4, 7, 8, and 9 shall survive any termination or expiration of this Addendum. 11. Relationship to Customer Processing Agreement. Unless specifically amended by this Addendum, all terms and conditions in the Customer Processing Agreement (i) are hereby ratified and confirmed, and (it) shall apply to all services and/or products provided under this Addendum, including, without limitation, terms and conditions with respect to confidentiality, disclaimer of warranties, limitation of liability, and the terms included under the "General Provisions" section thereof. (Except as otherwise defined herein, all capitalized terms used in this Addendum will have the respective meanings ascribed to such terms in the Customer Processing Agreement). All terms and conditions in the Customer Processing Agreement and any other amendments or addenda thereto will remain in full force and effect, provided that the 1 ACH Services Addendum (VPS) Rev 66-11 terms of other addenda relating to additional products or services will not apply to the services and/or products provided under this Addendum unless expressly stated therein or herein. In case of any conflict between the terms of the Customer Processing Agreement or any addenda thereto and this Addendum, the terms of this Addendum will apply solely with respect to the ACH Services. The definition of "Agreement" in the Customer Processing Agreement is deemed to include this Addendum and references to "hereunder" or "hereor or words of similar import in the Customer Processing Agreement shall be deemed to include this Addendum. Please acknowledge your receipt of this ACH Services Addendum and your agreement to comply therewith. 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