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Home My WebLink About305-24 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 305-24 File Number: 2024-0899 i3 VERTICALS, LLC. (SERVICE AGREEMENT): A RESOLUTION TO WAIVE COMPETITIVE BIDDING AND APPROVE AN AGREEMENT WITH I3 VERTICALS LLC TO PROVIDE CITATION PAYMENT PROCESSING FOR THE FAYETTEVILLE DISTRICT COURT WHEREAS, the District Court utilizes Virtual Justice software, provided by i3 Verticals, to support daily operations and currently utilizes eCourt Pay to process in -person and online credit card citation payments; and WHEREAS, after acquiring Virtual Justice, D Verticals began transitioning all customers to its proprietary payment system, the cost of which is paid by the customers making payments and not the City; and WHEREAS, as D Verticals exclusively supports its payment system for integration with Virtual Justice, competitive bidding is impractical and infeasible. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines an exceptional situation exists in which competitive bidding is deemed not feasible or practical and therefore waives the requirements of formal competitive bidding and authorizes an agreement with B Verticals LLC to provide citation payment processing for the Fayetteville District Court. PASSED and APPROVED on December 17, 2024 Poop 1 Attest: ````,��h•i TRF •,,, v • \Z Y 0 Kara Paxton, City erk TreasuIrer �L�FAYETTFV!l_I.; J ''IA ti T'S''. �h" � 'NG `ON,``O CITY OF FAYETTEVILLE ARKANSAS MEETING OF DECEMBER 17, 2024 CITY COUNCIL MEMO 2024-0899 TO: Mayor Jordan and City Council THRU: Susan Norton, Chief of Staff FROM: Keith Macedo, IT Director SUBJECT: Staff recommends approving a resolution waiving competitive bidding and approving an agreement with i3 Verticals LLC to provide citation payment processing for the Fayetteville District Court. RECOMMENDATION: Staff recommends approving a resolution waiving competitive bidding and approving an agreement with i3 Verticals LLC to provide citation payment processing for the Fayetteville District Court. BACKGROUND: The District Court utilizes Virtual Justice software, provided by i3 Verticals, to support daily operations and currently utilizes eCourt Pay to process in -person and online citation payments. The city implemented eCourt Pay in 2020, via ordinance 6351, to provide in -person and online credit card citation payments due to eCourt Pay integration with Virtual Justice. DISCUSSION: Staff reviewed the new D Verticals payment system and recommend approval of the agreement to provide credit card citation payments for the Fayetteville District Court. After acquiring Virtual Justice, D Verticals began transitioning all customers to its proprietary payment system. Rogers and Springdale have already adopted the new system, with Siloam Springs transitioning soon. As D Verticals exclusively supports its payment system for integration with Virtual Justice, competitive bidding is impractical and infeasible, prompting a request to waive the City's bidding requirements. BUDGET/STAFF IMPACT: There is no direct cost to the City or Fayetteville District Court, all fees for the service will be paid by the customers. ATTACHMENTS: SRF (#3), i3 Verticals LLC - Fayetteville Agreement (#4), i3 Verticals Letter (#5), Washington County -Fayetteville Sub -Merchant Agreement (#6) Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 == City of Fayetteville, Arkansas Y 113 West Mountain Street Fayetteville, AR 72701 (479)575-8323 - Legislation Text File #: 2024-0899 Staff recommends approving a resolution waiving competitive bidding and approving an agreement with i3 Verticals LLC to provide citation payment processing for the Fayetteville District Court. A RESOLUTION TO WAIVE COMPETITIVE BIDDING AND APPROVE AN AGREEMENT WITH D VERTICALS LLC TO PROVIDE CITATION PAYMENT PROCESSING FOR THE FAYETTEVILLE DISTRICT COURT WHEREAS, the District Court utilizes Virtual Justice software, provided by B Verticals, to support daily operations and currently utilizes eCourt Pay to process in -person and online credit card citation payments; and WHEREAS, after acquiring Virtual Justice, D Verticals began transitioning all customers to its proprietary payment system, the cost of which is paid by the customers making payments and not the City; and WHEREAS, as B Verticals exclusively supports its payment system for integration with Virtual Justice, competitive bidding is impractical and infeasible. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines an exceptional situation exists in which competitive bidding is deemed not feasible or practical and therefore waives the requirements of formal competitive bidding and authorizes an agreement with B Verticals LLC to provide citation payment processing for the Fayetteville District Court. Page 1 Keith Macedo Submitted By City of Fayetteville Staff Review Form 2024-0899 Item ID 12/17/2024 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 11/21/2024 INFORMATION TECHNOLOGY (170) Submitted Date Division / Department Action Recommendation: Staff recommends approving an ordinance waiving competitive bidding and approve an agreement with i3 Verticals LLC to provide citation payment processing for the Fayetteville District Court. Account Number Project Number Budgeted Item? No Budget Impact: Total Amended Budget Expenses (Actual+Encum) Available Budget Does item have a direct cost? No Item Cost Is a Budget Adjustment attached? No Budget Adjustment Remaining Budget Fund Project Title $ V20221130 Purchase Order Number: Previous Ordinance or Resolution # Ord 6351 Change Order Number: Original Contract Number: Comments: Approval Date: ,5VERTICALS SERVICE AGREEMENT THIS IS A LEGALLY BINDING AGREEMENT between i3 Verticals, LLC dba Court Solutions, a Delaware limited liability company ("LT'), and you ("Agreement"). BY SIGNING AN ORDER SHEET, SIGNING UP FOR AN ACCOUNT, OR BY ACCESSING OR USING THE SERVICES (DEFINED BELOW), YOU ARE ENTERING INTO THIS SERVICES AGREEMENT (THIS "AGREEMENT") AND YOU ("You" or "Client") AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. You and we are each individually referred to in this Agreement as a "Party," and collectively referred to as the "Parties." WHEREAS, i3 is a provider of software and web -based services and a call -in support center ("Services") that enables certain users who have been granted remote access ("Authorized Payment Users") to make credit or debit card payments to utility companies, courts or other government agencies; and WHEREAS, Client is a court, utility company or government agency that desires to utilize the Services to facilitate payments owed to Client ("Payments"). NOW THEREFORE, in consideration of the foregoing, the promises, mutual covenants and restrictions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, i3 and Client agree as follows: 1.LICENSE. In consideration for payment by an Authorized Payment User to i3 of an applicable license or service fee, i3 grants to Client a non-exclusive, non -transferable License to access and use Services in accordance with the terms and conditions of this Agreement. 2. FEES. i3 will facilitate the payment of fines and fees from Authorized Payment Users to Client, and i3 will collect from Authorized Payment Users an applicable service fee connection with the Payment for its Services. 3. CLIENT RESPONSIBILITIES AND PERMITTED USE. Client is responsible for understanding the legal and regulatory requirements applicable to it and for selecting and using the Services and for procuring and using the Services in a manner that complies with the applicable legal and regulatory requirements. Court shall comply with all laws and regulations applicable to Client. Client permits i3 to disclose Client Data to third party for purposes of performing Services. i3 reserves the right to use one or more subcontractors to perform all or part of the Services (each a "Subcontractor") and to change Subcontractors from time to time without notice to Client. i3 agrees to share the name (or names) of subcontractors with Client upon written request. All subcontractors of i3 will be subject to terms and conditions that are consistent with i3's obligations under the Agreement. Client shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. In addition, Client shall implement commercially reasonable physical, administrative and technical controls, and security procedures and other safeguards that are reasonably necessary to prevent unauthorized access to and use of the Services. Client will promptly notify i3 of any unauthorized access and use of Client's account and is solely responsible for keeping its passwords and account information secret and for all acts that occur if it fails to do so. No rights, other than those expressly granted herein, in or to the Service are granted to Client. Client may not modify, copy (except for disaster recovery purposes), provide to any non -Affiliate third party (except for contractors), sell or transfer, the Service and any Service Content, in whole or in part. Client shall not decompile, disassemble, reverse engineer, or in any way derive source code from the Service or Service Content. 4. INTELLECTUAL PROPERTY RIGHTS OF 13. The IP Rights in and to the Services and Service Content are and shall remain the property of i3 and its licensors. "IP Rights" means all intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, rights in know-how, trademarks, designs, models, design rights, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing. "Service Content" means the computer code, operating instructions, graphics, designs, proprietary scripts, underlying technology, third party content, information and/or other material (whether in written, graphical, or other form) comprised in the Services. 5. INTELLECTUAL PROPERTY RIGHTS OF CLIENT. Client retains all rights, title and interest in and to any data, logos, trademarks, trade name, service marks, or any other graphics, designs or pictures input into the Service by Client, an Affiliate, their employees and contractors (or by i3 on their behalf), or incorporated as part of a Service (collectively, "Client Data"). 6. CONFIDENTIALITY. The parties acknowledge that by reason of their relationship under this Agreement, they may receive or have access to (such party being a "Recipient") certain information and materials concerning the other party's (such party being a "Discloser") business, technology, and/or products (including the Services and all terms and conditions and pricing set forth in this Agreement) that is confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties ("Confidential Information"). Except as provided herein, the Recipient agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information, except as authorized under this Agreement, and will protect the confidentiality of such information with the same degree of care which it uses to protect its own confidential information, using no less than a reasonable degree of care. Such use and non -disclosure obligations shall not apply to information which (a) was already rightfully known to Recipient prior to the Discloser disclosing it; (b) is in or has entered the public domain through no breach of this Agreement or other wrongful act of Recipient; (c) has been rightfully received from a third party not under obligation of confidentiality; (d) has been approved for release by Discloser's written authorization; (e) is required to be disclosed by law; or (f) was independently developed by Recipient, as evidenced by documentation, without ref to or reliance on Discloser's Confidential Information. Upon request, Recipient shall promptly destroy all documents and information, however recorded, which contain Discloser's Confidential Information; provided that Recipient shall be permitted to maintain one (1) copy in an encrypted archived computer system backup that was made in accordance with its corporate business continuity or disaster recovery procedures. 7.13 WARRANTIES. i3 warrants to Client that: (a) it will provide Services with reasonable skill and care; (b) it has full power and authority to enter into this Agreement; (c) the Services, when used in accordance with the terms and conditions of this Agreement, do not infringe the IP Rights of any third party; and (d) it will comply with all applicable laws and regulations in the performance of its obligations hereunder. i3 does not warrant that: (a) the Services provided pursuant to this Agreement will be uninterrupted or error free; or (b) that Client will obtain any specific results by using the Services. i3 MAKES NO WARRANTY, GUARANTEE OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES. 8. CLIENT WARRANTIES. Client warrants that: (a) it has full power and authority to enter into this Agreement; (b) it will comply with all applicable laws and regulations in the performance of its obligations hereunder; (c) it is authorized under such laws to provide i3 with any personal data and has obtained any necessary consent or other requirements for i3 to process such personal data; (d) Client Data and materials provided to i3 by or on behalf of Client ("Client Materials"), do not infringe the IP Rights of any third party. 9. LIMITATION OF LIABILITY. Nothing in this Agreement shall operate to limit or exclude i3's liability for personal injury or death resulting from our negligence, for fraud and fraudulent misrepresentation, or for any matter for which it would be illegal for to exclude or to attempt to limit or exclude liability. In no event shall i3 be liable for any loss of profits, sales, business (in each case whether direct or indirect) or any indirect, special, exemplary, incidental, or consequential damages, or any claims or demands brought against Client, even if i3 has been advised of the possibility of such claims or demands. The aggregate liability of i3 to Client for all claims related to the Services and this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the fees paid by Authorized Payment Users to i3 in the twelve (12) months preceding the claim. 10. INDEMNIFICATION. i3 shall indemnify Client and its Affiliates, and their respective directors, officers, employees and agents for any and all claims, damages or liability whatsoever, including payment of reasonable attorneys' fees and costs, suffered or incurred by Client in connection with any claim that the Services infringe the IP Rights of any third party ("IP Claim"). This indemnity obligation is subject to Client promptly notifying i3 of any IP Claim, granting i3 the authority to defend, compromise or settle the claim, and providing i3 with any information relevant to such claim. i3 shall have no liability for any IP Claims that are based on (i) Client's modification of the Service where the same was not pre -authorized in writing by i3 or (ii) use of the Service in a manner not permitted by this Agreement. This Clause constitutes i3's entire obligation to Client with respect to any IP Claim. Client shall indemnify B and its Affiliates, and their respective directors, officers, employees and agents for any and all claims, damages or liability whatsoever, including payment of reasonable attorneys' fees and costs, suffered or incurred by i3 in connection with: (i) any claim that the Client Data and/or Client Materials infringe the IP Rights of any third party; and (ii) any claims or actions brought by third parties arising out of, or related to, Client's programs initiatives with regard to the payment of fines or fees owed to Client. 11. TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of one year (the "Initial Term") unless earlier terminated as set forth below. Upon the expiration of the Initial Term or any subsequent Renewal Term, this Agreement will renew for additional one-year periods (each a "Renewal Term"), and, together with the Initial Term, collectively the "Term" unless either party notifies the other party inwriting of its intent not to renew this Agreement at least 60 days prior to the end of the Term. 12. TERMINATION CONSEQUENCES. On termination of the Agreement, all rights licenses and authorizations granted to Client hereunder will immediately terminate and Client shall: (i) immediately cease all use of and other activities related to the Services unless otherwise mutually agreed upon by the parties. Notwithstanding the foregoing, upon termination of the Agreement, 13 will continue to process any existing payments that were submitted prior to the date of termination. 13. ENTIRE AGREEMENT. This Agreement (as amended or varied from time to time) embodies the entire understanding between 13 and Client with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, oral or written, relating thereto. Under no circumstances will any preprinted, additional, or different terms or conditions in requests for proposals, requests for quotations, purchase orders or other business documents govern any Services, this Agreement. No use of trade or other regular practice or method of dealing between the parties shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement. 14. NOTICES. Client's routine communications regarding the Licensed Software and Services as well as any legal notices to 13 relating to this Agreement and its terms should be sent by either first class United States Mail to: i3 Verticals, LLC, 40 Burton Hills Blvd., Suite 415, Nashville, TN 37215, Attn: Legal or by email to legal(aD_i3verticals.com. i3 routine communications regarding the Services as well as any legal notices to Client will be sent to the individuals that Client designates as contacts on its account either by electronic mail, United States mail, or overnight courier. Notices are deemed received as of the time posted or delivered, or if that time does not fall within a Business Day, as of the beginning of the first Business Day following the time posted or delivered. 15. DISPUTE RESOLUTION AND GOVERNING LAW. This Agreement is governed by and construed in accordance with the internal laws of the State of Arkansas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Arkansas. Any legal suit, action or proceeding arising out of or in any way related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Arkansas in each case located in the City of Fayetteville and County of Washington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. 16. ASSIGNMENT. This Agreement may not be assigned or transferred by either party (by operation of law or otherwise) without the prior written consent of the other party; provided, however, that either party may, without the prior consent of the other, assign all of its rights under this Agreement to (i) an Affiliate,(ii) a purchaser of all or substantially all of its stock or assets, or (iii) a third party participating in a merger or other corporate reorganization in which the assigning party is a constituent corporation. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 17. MISCELLANEOUS. 13 is an independent contractor and is not an employee, partner, joint author or joint venturer of Client or its Affiliates. The rights and remedies under this Agreement may not be enforced by anyone other than the parties hereto. The failure of a party to enforce any right or claim under, or provision of, this Agreement shall not be deemed to be a waiver of such right, claim, or provision. This Agreement may not be modified except by a writing signed by authorized representatives of both parties. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable or void and does not relate to the payments to be made to 13. If the remainder of this Agreement is not affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law. Neither party shall be liable to the other for any delay or failure to perform due to acts of god or causes beyond its reasonable control. Performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay. In this Agreement: (a) where an agreement or consent of a party is required, such agreement or consent shall not be unreasonably By r ` Signature Name: Lioneld Jor Title: Mayor Date: 12/17/202, withheld or delayed; and (b) words denoting the singular include the plural and vice versa. 18.COUNTERPARTS; SIGNATURES. This Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument. Facsimile or electronic transmissions of counterparts displaying facsimile or electronic, or electronically reproduced copies, of signatures shall be accepted and binding with the same force and effect as "wet signed" originals of the counterpart. 113: Signature Name: David GraV@S Title: EVP Date: 11 /1412024 V E RT I CA LS i3-MSI Consulting, LLC 641 Hwy 71 North, Suite 3, Alma, AR 72921 November 14, 2024 Washington Co. District Court - Fayetteville Dept. 176 South Church, Suite 1 Fayetteville, AR 72701 Ms. Stockalper, This letter is a more detailed explanation concerning our Virtual Justice Case Management System interface with Court Solutions online payments moving forward. Currently you are using eCourtPay for your online payments interface with VJ. All our courts in Arkansas, that are not already using Court Solutions, are being asked to switch. Court Solutions provides everything eCourtPay provides and more. MSI & Court Solutions are both owned by i3 Verticals. MSI has worked with Court Solutions since 2009 and have 124 courts that are interfacing with Court Solutions for online payments. We will no longer be interfacing with any other online payment company except Court Solutions moving forward. It is our goal to have all of our courts migrated over to Court Solutions by the end of 2024. Here are a few specific details: • The rates for all online card payment companies are very similar and based on fees charged by the credit card companies. The base fee for Court Solutions is 11 %. However, because MSI and Court Solutions are both owned by B Verticals, I'm able to offer reduced prices specifically for MSI courts. ■ Court Solutions rates for MSI Courts: 9.5% for payments made on the website and by phone. 4.7% for payments made at the court pay window using the Court Solutions clerk portal. • If needed, Court Solutions will provide Credit Card readers, free of charge, for on -site payments. • We will also be providing new features with Court Solutions moving forward that are specific to our partnership, including automated receipt posting from online payments instead of manual posting from email notifications. Finally, because of any inconvenience in switching, MSI is offering to keep your VJ License Price the same in 2025 as it was in 2024. But rest assured, we will handle all the heavy lifting for you during the transition. Sincerely. Bryan D. Smith i3-MSI Consulting Received From Keith Macedo 12/10/2024 12:14 PM 3 P U B L I C SECTOR PAYMENT PROCESSING AGREEMENT FOR SUB -MERCHANTS This Payment Processing Agreement for Sub -merchants ("Agreement") sets forth the terms and conditions that govern the services to be provided by i3 Verticals, LLC and its affiliates including WorldPay (""Provider", "us" or "we") to its registered sub -merchants ("Sub- merchant", or "you") which include electronic payment gateway and payment processing services provided by Provider and as an agent of WorldPay, LLC, 8500 Governors Hill Dr. Cincinnati, OH 45249 ("Processor") and Fifth Third Bank (as such bank may change from time to time, the "Member Bank") pursuant to a Payment Facilitator Merchant Agreement ("Processing Agreement"). Processor and Member Bank are collectively referred to as "Acquirer." Provider is required to enter into this Agreement with its customers, who are "Sub -merchants" for purposes of this Agreement and the Processing Agreement. Sub -merchant has registered to receive the Merchant Services more fully described at www.i3verticals.com/verticals/public-sector (the "Website"). Sub -merchant has submitted an Application, the terms of which are incorporated herein. By its acceptance of the Application, Provider agrees to provide Sub -merchant with certain payment processing services ("Services") in accordance with the terms of this Agreement to facilitate Sub -merchant's acceptance of credit and debit card payments for goods and services provided to Cardholders. In consideration of Sub -merchant's receipt of credit or debit card funded payments, and participation in programs affiliated with MasterCard International Inc. ("MasterCard"), VISA U.S.A. Inc. ("VISA"), Discover Financial Services, LLC ("Discover"), and Other Networks (defined below) (collectively, "Associations"), Sub -merchant is required to comply with the Operating Regulations (defined below) as they pertain to applicable credit and debit card payments. Provider and Sub -merchant agree as follows: 1. Definitions. Unless otherwise defined above, all capitalized terms used in this Agreement shall have the meanings given to them herein or in Appendix A attached to this Agreement. The Services. Provider is a payment Gateway and registered PSP and Payment Facilitator as provided for in the Operating Regulations. Pursuant to the Processing Agreement, Provider has arranged for Processor to acquire, process and settle payment for transactions initiated by Sub -merchant's Payors, by means of Instruction Based Funding. Such acquiring, processing, and settlement shall be made in accordance with the Operating Regulations using the channels set forth in the Application, which include: credit/debit card and EFT (electronic funds transfer) payments through the Website, (collectively "Payments"). Subject to processing delays and risk holds, Provider has made arrangements as a Payment Facilitator to cause Payments to be made to Sub -merchant. Processor will periodically transfer Payments to Sub -merchant's Bank Account based upon instructions provided by Provider via Instruction Based Funding (`Services" or "Merchant Services)." 3. Authorization. You authorize us to perform underwriting and screening of your Application and acknowledge that we have ultimate discretion regarding our underwriting, risk and compliance decisions ("Underwriting Policies"), including any decision of whether to provide Services to you. Sub -merchant authorizes Provider to conduct checks of Sub - merchant's background, credit, or banking information, as necessary, and agrees that all information obtained under this Agreement may be shared with an Association. While assessing your Application, we may grant you preliminary access to the Services. We require a holding period before making an initial payment to you, which will not exceed three (3) business days. We reserve the right to suspend or terminate provision of Services to you at any time if we determine that your activities (a) violate our Underwriting Policies or this Agreement; (b) are listed on the Restricted Businesses List; or (c) otherwise reflect negatively on the brand or reputation of Provider, Processor or Member Bank. Sub -merchant hereby authorizes Provider to facilitate the debiting and crediting of the bank account described in its Application ("Bank Account"), for purposes of depositing Payments to Sub -merchant's Bank Account, debiting from Sub -merchant's Bank Account any chargebacks, refunds, or reversals, and debiting any fees or charges owed to Provider. Sub -merchant agrees to keep this bank information current with Provider at all times. Failure to do so may result in Payments being misdirected, withheld, or returned to its Payors. Provider shall in no event be liable for any damages directly or indirectly resulting from incorrect bank information you provide. 4. Sub -merchant Resaonsibilities. 4.1. Sub -merchant agrees to execute a direct processing agreement with Processor, in the form of the Merchant Services Agreement for Sub -merchants provided by Processor, as a supplement to this Agreement, and will provide Provider with a copy of such agreement upon request. In the event that more than $50,000,000 in Visa transactions and/or $50,000,000 in MasterCard transactions (or such other amount provided by the Operating Regulations) is processed through and on behalf of Sub -merchant in any 12-month period, Sub- merchant will automatically be deemed to have accepted, and will be bound by, the Merchant Services Agreement forSub-merchants. 4.2. Sub -merchant will permit Provider to perform risk monitoring functions as required by the Operating Regulations and Rules Summary. 4.3. Sub -merchant will notify Provider immediately of any Payor disputes or other matters that require Rev. 07.23 3 P U B L I C SECTOR escalation to Processor and immediately forward any notices received by Sub -merchant concerning a disputed payment transaction. 4.4. Sub -merchant will ensure that only sales transactions produced as the direct result of bona fide sales to Payors for such identified products and/or services are completed and delivered to Provider for processing. 4.5. Sub -merchant will restrict access to ID's and passwords to access the Services and will disclose such IDs and passwords to its employees and agents on an as -needed basis, only as necessary for the use of the Services. 4.6. Sub -merchant is solely responsible for the security of data residing on the servers owned, controlled or operated by Sub -merchant. Sub -merchant will comply with all state and federal laws, including without limitation laws regarding disclosure to customers on how and why personal information and financial information is collected and used. Sub -merchant agrees not to use, disclose, sell or disseminate any cardholder information obtained in a card transaction except for purposes of authorizing, completing and settling card transactions and resolving chargebacks, retrieval requests or similar issues involving card transactions. Sub -merchant acknowledges that neither Provider nor Processor shall be liable for any improperly processed transaction or illegal or fraudulent access to Sub - merchant's account, Sub -merchant's IDs and passwords, any end -user data or transaction data . 4.7 Sub -merchant acknowledges and agrees that it is responsible for its employees' actions, it will notify Provider of any third party that will have access to cardholder data, and it will immediately report all instances of a data breach to Provider immediately after it identifies an incident. 5. Sub -merchant Prohibitions. Sub -merchant acknowledges and agrees that the prohibited actions described below ("Prohibited Actions") are actions which may mislead, disadvantage, defraud or damage any, or all of, the following entities: (a) a Payor; (b) the issuing bank; (c) the settlement bank; (d) the Associations; (e) Provider; (f) Processor; or (f) the Member Bank. Sub -merchant agrees that it must take all available steps and precautions to prevent fraud, theft, or misappropriation of Payor data. Sub -merchant agrees that it will not take any of the following Prohibited Actions and it will not permit a third party under its control to take the actions described in this Section 5 in any situation where it has knowledge of such actions. Sub -merchant is deemed to be responsible for and to control the conduct of its employees, contractors, customers, and representatives and ensure their compliance with applicable laws and the Operating Regulations, including the ownership and use of Association Marks. 5.1. Sale Transactions. Sub -merchant will not submit any sales transaction to Processor: (a) that adds any surcharge to the transaction, except to the extent authorized by the Operating Regulations or Applicable Law; (b) that adds any tax to the transaction, unless Applicable Law expressly allows for the customer to impose a tax. Any tax amount, if allowed, must be included in the transaction amount and not collected separately; (c) that represents the refinancing or transfer of an existing Payor obligation that is deemed to be uncollectible or arises from the dishonor of a Payor's personal check or from the acceptance of a Card at a terminal that dispenses scrip; (d) that Sub -merchant knows or should have known to be fraudulent or not authorized by the Payor, or that it knows or should have known to be authorized by a customer colluding with Sub -merchant for a fraudulent purpose; (e) until after the services are performed, and/or Sub -merchant has completed the transaction, unless Sub -merchant has obtained Payor consent for a recurring transaction; (f) where a valid authorization was required but not obtained; (g) where multiple authorizations for amounts less than the total sale amount have been obtained; (h) which results in a disbursement of cash or cash equivalent to a Payor; (i) that establishes a maximum dollar sale transaction amount, except to the extent authorized by the Operating Regulations; Q) for any purposes related to pornography or any activity that is illegal in either the Sub -Merchant's or Provider's jurisdiction, including but not limited to money-laundering or financing of terrorist activities; (k) that was previously charged back to the Acquirer and subsequently returned to the Sub -merchant, irrespective of Cardholder approval; (1) that requests a Card Verification Value 2 ("CVV2") for a card -present transaction, nor retains or stores any portion of the magnetic -stripe data subsequent to the authorization of a sales transaction, nor any other data prohibited by the Operating Regulations and/or the Payment Facilitator Agreement between Processor and Provider, including CVV2. 5.2. Minimum and Maximum Transaction Amounts. (a) A Sub -merchant may set a minimum transaction amount to accept a Card that provides access to a credit account, provided the minimum transaction amount does not (i) differentiate between Issuers, (ii) differentiate between Mastercard and another acceptance brand; and (iii) exceed USD 10 (or any higher amount established by the Federal Reserve by regulation). (b) A Sub -merchant may set a maximum transaction amount to accept a Card that provides access to a credit account, under the following conditions: (i) the Sub -merchant is a department, agency or instrumentality of the U.S. Government, a corporation owned or controlled by the U.S. Government, or whose primary business is reflected by MCC 8220 (Colleges, Universities, Professional Schools, Junior Colleges), 8244 (Schools, Business and Secretarial) or 8249 (Schools, Trade and Vocational); and (ii) the maximum transaction amount does not differentiate between Issuers or between Mastercard and another acceptance brand. 5.3. Refund Transactions. Sub -merchant will not submit any refund transaction to Processor: (a) that does not correlate to an original sales transaction from the Payor; (b) that exceeds the amount shown as the total on the Rev. 07.23 3 P U B L I C SECTOR original sale transaction; or (c) more than three (3) business days following either: (i) a regulatory requirement granting a Payor's right to a refund; or (ii) a non -disputed Payor request. 5.4. Other Prohibited Activities. Sub -merchant will not: (a) use any Payor data or other transaction data for any purpose not authorized by this Agreement; (b) disclose any Payor data or other transaction data to any entity except for necessary disclosures to affected Payors, and through Processor to affected Association entities (c) provide to Processor or Provider any inaccurate, incomplete, or misleading information; (d) fail to provide Provider with timely notification of events that have caused or could cause material changes in the Sub -merchant's ability to fulfill its obligations under this Agreement, including but not limited to (i) adverse changes in Sub -merchant's financial health; (ii) adverse changes in Sub -merchant's business conditions or environment; (iii) actions by governmental or non- governmental agencies; (e) transfer or attempt to transfer its financial liability by asking or requiring Payors to waive their dispute rights; (f) submit transactions on behalf of another entity that the Associations would consider a sub -ISO, Payment Service Provider (PSP), Provider, or any third party payment provider; (g) submit transactions for entities that do not have their principal places of business in the United States; (h) require a Cardholder to complete a postcard or similar device that includes the Cardholder's Account Number, Card expiration date, signature, or any other Card account data in plain view when mailed; (i) request or use an Account Number for any purpose other than as payment for its goods or services; Q) disburse funds in the form of travelers cheques, if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from the Sub -merchant; (k) disburse funds in the form of cash, unless (i) the Sub -merchant is participating in full compliance with a program supported by an Association for such cash disbursements or such disbursement is in the form of travelers cheque, TravelMoney cards, or foreign currency, in which case, the Transaction amount is limited to the value of the travelers cheques, TravelMoney cards, or foreign currency plus any commission or fee charged by the Sub -merchant or (ii) the Sub -merchant is participating in the Cash Back service; (1) deposit an electronic or paper record of a transaction (or a copy), generated at the point -of -transaction that does not result from an act between the Cardholder and the Sub -merchant; (m) interchange any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to the Sub -merchant, irrespective of Cardholder approval. 6. Parties to the Agreement; Entire Agreement. This Agreement constitutes the agreement required by the Processing Agreement between Provider, as a Payment Facilitator under the Processing Agreement, and its sub -merchants. In addition, the Sub -merchant may be required under the Processing Agreement to enter into a direct processing agreement with Processor ("Direct Processing Agreement") if it processes transactions in excess of a certain dollar amount as required by the Operating Regulations. Provider and Sub -merchant acknowledge and agree that Processor and Member Bank are hereby made parties to this Agreement for that purpose, and each shall have the right to enforce against Sub - merchant all terms and conditions of this Agreement, and any future amendments or addenda to which they are a party, as set forth therein. This Agreement and the Direct Processing Agreement, if applicable, shall constitute the entire agreement between the parties concerning the subject matter hereof. This Agreement shall not be superseded or replaced by the Direct Processing Agreement. In the event of a conflict between the terms of this Agreement and the Direct Processing Agreement, the terms of the Direct Processing Agreement shall control. Breach Notifications: Investigations. Sub -merchant will promptly notify Provider in the event Sub -merchant becomes aware of any unusual or suspicious activity regarding its customers or any alleged breach by Processor of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach becomes known to Sub -merchant and will cooperate with Processor, Provider, Member Bank and the Associations, as applicable, in connection with any investigation thereof. Failure to provide notice shall be deemed an acceptance by Sub - merchant and a waiver of any and all rights to dispute such breach. Sub -merchant hereby authorizes Provider to assert any such claim against Processor on its behalf, and to take all steps deemed necessary or appropriate in connection with such claim. 8. Representations and Warranties; Authorization. Sub -merchant hereby represents and warrants that the execution, delivery and performance of this Agreement has been duly authorized by all necessary appropriate authorizing actions of Sub -merchant; that the execution, delivery and performance of this Agreement will not contravene any applicable by- law, corporate charter, partnership orjoint venture agreement, law, regulation, order orjudgment involving Sub -merchant; that the execution, delivery and performance of the Agreement will not contravene any provision or constitute a default underany other agreement, license or contract which Sub -merchant is bound; that the Agreement is valid and enforceable in accordance with its terms against Sub -merchant as if each Sub -merchant had signed the Agreement; and that Sub - merchant will be bound by any amendments and modifications to the Agreement agreed to by Provider and Sub - merchant. Rev. 07.23 3 P U B L I C SECTOR Data Security and Privacy. Sub -merchant agrees to comply, and to cause third parties acting as Sub -merchant's agent ("Agents") to comply, with the Operating Regulations, the Payment Card Industry Data Security Standards ("PCI-DSS"), the VISA Cardholder Information Security Program ("CISP"), the MasterCard Site Data Protection Program("SDP"), and (where applicable), the PCI Security Standards Council, Visa, and MasterCard PA-DSS ("Payment Application Data Security Standards") (collectively, the "Security Guidelines"). Sub -merchant may review the VISA, MasterCard, American Express and Discover websites for a copy of the Visa, MasterCard and Discover regulations. The websites are: http://usa.visa.com/customers/ and http://www.mastercard.com/us/Sub-merchant/ and http://www.americanexpress.com/merchantopguide and http://www.discovernetwork.com/customers/. Sub -merchant will comply with the Card acceptance and website requirements set forth in the Operating Regulations. Without limiting the foregoing, Sub -merchant agrees that it will fully comply with any and all anti -money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury's Office of foreign Assets control ("OFAC") and the Federal Trade Commission. For purposes of this section, Agents include, but are not limited to, Sub -merchant's software providers and/or equipment providers. Sub -merchant represents to Provider that it does not have access to Card information (such as the Cardholder's account number, expiration date, and CVV2) and will not request access to such Card information from Provider. In the event that Sub -merchant receives such Card or other personal information of its customers in connection with the processing services provided under this Agreement, Sub -merchant agrees that it will not use it for any fraudulent purpose or in violation of any Card Organization Rules, including but not limited to PCI-DSS or Applicable Laws. If at any time Sub -merchant believes that customer personal information has been compromised, Sub -merchant must notify us promptly and assist in providing notification to the proper parties. Sub -merchant must ensure compliance by itself, and any third -party service provider utilized by Sub -merchant, with all security standards and guidelines that are applicable to Sub -merchant and published from time to time. Provider will not be responsible for unauthorized use or access to customer's personal information or financial data by Sub -merchant, Sub -merchant's employees, or any other party associated with Sub -merchant, except to the extent such use or access is due to Provider's fault or negligence. If any Card Organization requires an audit of Sub -merchant due to a data security compromise event or suspected event, Sub -merchant agrees to cooperate with such audit. Sub -merchant may not use any Card information other than for the sole purpose of completing the transaction authorized by the customer for which the information was provided to Sub - merchant, or as specifically allowed by Card Organization Rules, Operating Regulations, or as required by law. Provider may use any and all information gathered in the performance of the Services in accordance with its privacy policy found at www.i3verticals.com/PrivacVPolicV ("Privacy Policy"). In addition, Sub -merchant agrees that Provider may use such information for any lawful purpose and in accordance with its Privacy Policy. 10. Modification of this Agreement or the Services. Provider may from time to time without prior notice amend or modify this Agreement or the Services, including without limitation a change to the pricing, terms or products offered; provided, however, that Provider will not modify the Services in a manner that would, in its sole discretion, significantly adversely affect Sub -merchant's use thereof, without providing at least ten days' prior notice to Sub -merchant of any such modification. Such notice may be made by means of email. Sub -merchant's continued use of the Services following notification of any change or amendment to this Agreement or the Services shall be evidence of its consent and agreement to the modification and/or amendment. 11. Fees. Payors making online payments to Sub -merchant utilizing the Services hereunder may be required to pay fees in order to make such online Payments, if provided for in the Application for the Services. Sub -merchant is responsible for disclosing all Payor-paid fees to Payors. Provider may grant or deny to Payors the ability to use the Provider Services for any reason in its sole discretion. Provider reserves the right to modify and amend all fees payable forthe Services upon ten days' notice to Sub- merchant. 12. Termination. 12.1. Either party may terminate this agreement by providing written notice with the termination date no less than thirty (30) days prior to the termination date. 12.2. Provider may immediately cease providing Services and/or terminate this Agreement without notice if: (i) Sub -merchant fails to pay any amount to Provider or Processor when due, (ii) Provider has received a request from Processor, Member Bank, or the Associations to terminate this Agreement; (iii) Provider believes that the provision of a service to Sub -merchant may be a violation of the Operating Regulations or any Applicable Laws; (iv) Provider believes that Sub -merchant has violated or is likely to violate the Operating Regulations or Applicable Law; (v) Provider determines that Sub -merchant poses a financial or regulatory risk to Provider or an Association, (vi) the Processing Agreement is terminated for any reason; (vii) any Association deregisters Provider; (viii) Processor or Member Bank ceases to be a member of or to participate in programs affiliated with the Associations that permit them to offer the Services;(ix) Provider fails to have the required licenses or registrations, or is the subject of any regulatory enforcement action in connection with any Applicable Law. Rev. 07.23 `3 PUBLIC SECTOR 13. Miscellaneous. Provider may amend this Agreement upon notice to Sub -merchant in accordance with Provider's standard operating procedures. This Agreement is entered into, governed by, and construed pursuant to the laws of the State of Sub -merchant's domicile without regard to conflicts of law provisions. This Agreement may not be assigned by Sub - merchant without the prior written consent of Provider and may not be assigned by Provider without the prior written consent of Sub -merchant. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Agreement is for the benefit of, and may be enforced only by Provider and Sub -merchant and is not for the benefit of, and may not be enforced by, any other party except the Associations as set forth in Attachment A. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Agreement and will be construed as if such provision is not contained in the Agreement. "Member Bank" as used in this Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement. As of the commencement of this Agreement, Member Bank shall be Fifth Third Bank, an Ohio banking corporation, located in Cincinnati, Ohio. The Member Bank may be changed, and its rights and obligations assigned to another party by Processor at any time without notice to Provider or Sub -merchant. By signing below, I indicate that I am authorized by the Sub -merchant to execute this Agreement and any other documentation required for the Merchant Services Su By Na Date: 12/17/224 Rev. 07.23 i3: By: Signature Dave Graves Name: EVP Date. 12/05/2024 3 P U B L I C SECTOR ATTACHMENT A PAYMENT PROCESSING A. Sub -merchant agrees that it will take all steps necessary to assist Provider in complying with its obligations under the Operating Regulations and Applicable Laws related to the settlement of sales transactions, including but not limited to filing of quarterly or other reports required under the Operating Regulations and the payment of assessments, chargebacks and fees in connection with transactions processed under this Agreement. The Associations make excerpts of their Operating Regulations available online, including via: https://www. masterca rd. us/en-us/business/overview/support/ru les. htm 1; https://usa.visa.com/support/consumer/visa-rules.htmI https://www.americanexpress.com/merchantopquide https://www.discoverglobaInetwork.com/content/dam/discover/en us/dqn/pdfs/MIT- Implementation-Guide.pdf Each applicable Association's complete Operating Regulations are incorporated by reference into this Agreement and will control with respect to any conflict in terms between this Agreement and such Operating Regulations. Sub -merchant will not discriminate against Cards or Issuers (e.g., limited acceptance options) except in full compliance with the Operating Regulations and will comply with all Operating Regulations, applicable laws, and regulations related to its business operations, PCI- DSS obligations, the use of an Association's marks, and each transaction acquired hereunder. Sub- merchant expressly agrees that it will accept Cards and protect, utilize, or restrict transaction data, including the magnetic stripe and CVV2, in accordance with the terms of this Agreement, applicable law or regulation, and the Operating Regulations and will cooperate with any audit requested by an Association until such audit is completed. In addition to complying with each Association's obligations or prohibitions related to acceptance, disbursement, or resubmission of a transaction, Sub -merchant may not submit any illegal, fraudulent, or unauthorized transaction and shall only submit transactions for the sale of its own goods or services, and not any other person or company, and may not receive payment on behalf of or, unless authorized by law, redirect payments to any other party. Sub - merchant covenants that it is not a third -party beneficiary under any agreement with an Association, however, an Association may be a third -party beneficiary of this Agreement and shall have the rights, but not any obligation, necessary to fully enforce the terms of this Agreement against the Sub -merchant. B. Sub -merchant will establish and maintain its Bank Account with a financial institution to credit the payments and fees Sub -merchant charges its customers. Sub -merchant authorizes Processor and Member Bank to initiate and make transfers to and from the Bank Account to affect the transactions contemplated by this Agreement ("Payments"). Any deficit in the Bank Account owing shall be paid by Sub -merchant into the Bank Account or directly to Provider to cover any deficit. Sub -merchant agrees to reimburse Provider, on demand, for any losses incurred as a result of insufficient funds in the Bank Account. Sub- merchant and Provider will mutually agree upon the provision of reporting and exchange of data as may be required by Provider to monitor and manage the activity relative to the Bank Account including any transfers to and from the BankAccount. C. Each time Sub -merchant transmits any ACH entry ("Entry") to Processor or Member Bank, Sub -merchant represents and warrants to Processor and Member Bank that: (1) The Originator has authorized Sub -merchant to transmit Entries to Processor and Member Bank on behalf of Sub -merchant, in a manner that complies with the NACHA Operating Regulations, for processing and transmittal by Processor and Member Bank through the ACH system, which authorization has not been terminated and is in full force and effect, and Sub -merchant has agreed to make payment for any credit Entries originated and for any debit Entries returned by the receiving depository financial institution " RDFI"; (2) Sub -merchant agrees to be bound by the NACHA Operating Regulations and to not initiate transactions in violation of United States law, and agrees to assume the responsibilities and perform the obligations of an Originator under the NACHA Operating Regulations; (3) Each Receiver of an Entry has authorized, in a manner that complies with the requirements of the Operating Regulations, Sub -merchant, or an agent of Sub -merchant, to initiate the Entry, and no such authorization has been revoked; (4) Sub -merchant has no knowledge of the revocation of the Receiver's authorization or the termination of the agreement between the RDFI and the Receiver concerning the Entry; and (5) The Entry accurately reflects the entry data furnished to Sub -merchant and does not violate any agreement between Originator and Sub -merchant. D. In the event the Sub -merchant accepts American Express, Sub -merchant agrees: (1) To comply with, and accept Cards in accordance with, the terms of this Agreement and the American Express Merchant Operating Guide, as such terms may be amended from time to time. V Rev. 04.23 3 P U B L I C SECTOR (2) That the American Express Merchant Operating Guide is incorporated by reference into the Provider Merchant Agreement. (available here: https://icm.aexp- static.com/content/dam/gms/en_us/optblue/us-mog.pdf). Sub -merchant expressly authorizes Payment Facilitator to submit transactions to, and receive settlement from, American Express on behalf of the Sub -merchant. (3) That the American Express disclosures and consents necessary for (i) Provider to collect and disclose Transaction Data, Sub -merchant Data, and other information about the Sub -merchant to American Express; and (ii) American Express to use such information to perform its responsibilities in connection with the electronic payment processing services provided by American Express ("Program"), promote the American Express Network, perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communication purposes within the parameters of the Program, and important transactional or relationship communications from American Express. (4) To provide a marketing opt -out mechanism for Sub -merchants. Such mechanism should contain a clear disclosure to Sub- merchant that opting -out of marketing messages will not preclude them from receiving important transactional or relationship communications from American Express. (5) It may be converted from the Program to a direct Card acceptance relationship with American Express if and when it becomes a High CV Merchant in accordance with Section 10.5, "High CV Merchant Conversions." (6) That, upon conversion, (i) the Sub -merchant will be bound by American Express' then -current Card Acceptance Agreement; and (ii) American Express will set pricing and other fees payable by the Sub - merchant for Card acceptance. (7) It shall not assign to any third party any payments due to it under their respective Provider Merchant Agreement, and all indebtedness arising from Charges will be for bona fide sales of goods and services (or both) at its Establishments and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that the Sub -merchant may sell and assign future Transaction receivables to payment facilitator, its affiliated entities and/ or any other cash advance funding source that partners with payment facilitator or its affiliated entities, without consent of American Express. (8) American Express is an intended third -party beneficiary of the rights, but not obligations, of the Provider Merchant Agreement and that American Express may directly enforce the terms of the Provider Merchant Agreement against the Sub -merchant. (9) Sub -merchant may opt out of accepting Cards at any time without directly or indirectly affecting its rights to accept Other Payment Products. (10) Provider has the right to terminate the Sub -merchant's right to accept Cards if it breaches any of the provisions in this Section or the American Express Merchant Operating Guide. (11) Provider has the right to immediately terminate a Sub -merchant for cause or fraudulent or other activity, or upon American Express' request. (12) To maintain refund policies for purchases on the Card that are at least as favorable as its refund policy for purchases on any methods of payment, and the refund policy must be disclosed to Payors at the time of purchase and in compliance with Applicable Law. • NOTE: American Express may use the information obtained in the Sub -merchant application at the time of setup to screen, communicate, and/or monitor Sub -merchant in connection with Card marketing and administrative purposes. R Rev. 04.23 3 P U B L I C SECTOR APPENDIX A DEFINITIONS As used in this Agreement, the following terms mean as follows: "Application" means the application for the Services, Credit Card Processing Form, or other documentation required by Provider and completed and delivered by Sub -merchant as a prerequisite for participating in the Services. "Applicable Laws" shall mean all applicable state, federal, and local laws, rules and regulations, including without limitation, the Bank Secrecy Act, the implementing regulations issued by the U.S. Treasury's Office of Foreign Assets Control (OFAC) and the Federal Trade Commission, as well as any and all other federal and state anti - money laundering laws and regulations. "Association Marks" means Card Organization's trademarks, service marks, or other logos. "Sub -merchant's Bank" shall mean the bank that provides the Bank Account. "Bank Account" or "Account" shall mean the Sub -merchant's deposit account (also known as a Demand Deposit Account, DDA or checking account) at a bank or other financial institution and identified in its Application or other documentation provided to Provider to set up the Services. "Cardholder" shall mean any person authorized to use a Card or the accounts established in connection with a Card. "Cards" shall mean MasterCard, VISA, Discover and Other Network cards, account numbers assigned to a Cardholder or other forms of payment accepted by Processor, for which pricing is set forth in the account opening documentation. "Card Organization" means MasterCard, VISA, Discover and Other Network cards, account numbers assigned to a Cardholder or other forms of payment accepted by Processor, for which pricing is set forth in the account opening documentation. "Card Organization Rules" means the rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related authorities, including without limitation, those of the PCI Security Standards Council, LLC and the National Automated Clearing House Association. "Charge"" means a payment or purchase made on a Card by a Cardholder "Force Majeure Event" shall mean errors in data provided by Sub -merchant or others, labor disputes, fire, weather or other casualty, power outages, and funding delays, however caused, governmental orders or regulations, or any other cause, whether similar or dissimilar to the foregoing, beyond Processor's, Member Bank's, or Provider's reasonable control. "Gateway Services" means the delivery of payment transaction authorization and settlement data to and from Merchants and transaction processors, and related services provided by Reseller. "Instruction Based Funding" shall mean the process for funding Sub -merchant's transactions, including the funding rules provided electronically by Provider to Processor that control timing and that instruct Provider how to distribute funds to Sub -merchant, including retention and disbursement of fees if applicable, as set forth in this Agreement and the Application. "Issuer" means any entity, including Visa, Mastercard and American Express, licensed to issue Cards and to engage in the Card issuing business. Rev. 04.23 3 P U B L I C SECTOR "Operating Regulations" shall mean the by-laws, operating regulations and/or all other rules, guidelines, policies and procedures of VISA, MasterCard, Discover, and/or Other Networks, and all other applicable rules, regulations and requirements of Processor, Member Bank, Provider, banks, institutions, organizations, associations, or networks which govern or affect any services provided under this Agreement, and all state and federal laws, rules and regulations which govern or otherwise affect the activities of Provider, including, but not limited to, those of the National Automated Clearing House Association ("NACHA") and the Federal Trade Commission ("FTC"), as any or all of the foregoing may be amended and in effect from time to time. "Originator" means the entity or company that agrees to initiate ACH entries into the payment system according to an arrangement with a Receiver. The Originator is usually a company directing a transfer of funds to or from a consumer or another company's account. "Other Network" shall mean any funds transfer network, including without limitation the network operated by NACHA, or card association other than VISA, MasterCard, or Discover that is identified in this Agreement or any subsequent amendment to this Agreement and in which Provider participates pursuant to the Processing Agreement. "Payments" shall mean payments initiated by Payors using a Card or by means of ACH transfer "Payment Facilitator" shall have the meaning given that term in the Operating Regulations. "Receiver" means the intended recipient of an ACH transaction. "Transaction Data" Typical data elements include; merchant identifiers, method of entry, transaction total, card number, card expiry date, card CVV code, billing zip code, currency code, plus a few others. For multi -factor authenticated transactions (i.e. PIN Debit), the consumer's PIN is passed in a securely encrypted field. For EMV transactions there are additional data elements passed which include a unique identifier for each transaction to validate the card is not counterfeit. "Payment Processing" shall mean the process for funding Sub -merchant's customer's sales transactions, as more fully described in Attachment A. "Payor" shall mean any customer of Sub -merchant who authorizes a payment to Sub -merchant, or who authorizes Sub- merchant to initiate a payment to the credit of Sub -merchant's account, and for purposes hereof, "Payor" shall include a Cardholder. "PSP" shall mean Payment Service Provider, as defined in the Operating Regulations. "Rules Summary" shall mean the Processor's Bank Card Sub -merchant Rules and Regulations, as amended from time to time, which are at all times consistent with the Operating Regulations. 2 Rev. 04.23