HomeMy WebLinkAbout118-00 RESOLUTIONRESOLUTIONNO. 118-00 MICROF[LMED
A RESOLUTION ACCEPTING THE PROPOSAL SUBMITTED
BY BANK OF FAYETTEVILLE FOR CREDIT/DEBIT CARD
PROCESSING SERVICES; AND AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE THE VISA/MASTERCARD
AGREEMENT.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section 1. That the City Council hereby accepts the proposal submitted by Bank of
Fayetteville for credit/debit card processing services; and authorizes the Mayor and City Clerk to
execute the Visa/Mastercard Agreement. A copy of the agreement is attached hereto marked
Exhib`tVf.
'�1�' and made a part hereof.
!,ND APPROVED this 15th day of August , 2000.
APPROVE
B
ATTEST:
By:
Bather Woodruff, City erk
A
PPROVED
,
Fr Hanna, Mayor
NAME OF FILE:
CROSS REFERENCE:
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Date Contents of File
Initials
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8 Do
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� O EXHIBI
V
VISA/MASTERCARD-MERCHANT AGREEMENT
This Agreement is made between SECURITY BANKCARD CENTER, INC., a national banking association, having a notice address at 225 E. Eufaula,
Norman, Oklahoma 73069 (hereinafter referred to as -Bank', the Financial Institution executing this Agreement (hereinafter referred to as -Financial Institution'),
having a notice address as shown in paragraph 30, and the Merchant executing this Agreement (hereinafter referred to as "Merchant"), having a notice address
as shown in paragraph 30, in consideration of and for the purposes set ford herein and for the respective benefits which each anticipates will inure to its own
business operations.
1. Definitions. As used herein, the following terns will have the meanings indicated:
1.1 Annual Membership and Set-up Fees. The fees charged by Bank pursuant to paragraph 17 to Merchant for Merchant's membership in
the System and for services to be performed by Bank hereunder.
1.2 Address Verification Service (AVS). A service through which a Merchant may verify a Cardholder's billing address prior to completing a
mail/telephone order Transaction wherein the merchandise will be shipped or delivered.
1.3 Card. This Agreement covers both MasterCard and Visa Card and the term "Card" shall mean the credit or debit cards validly Issued by
a member bank of MasterCard International, Inc., in the case of MasterCards ("MasterCard'? or VISA, U.S.A. and VISA International In the case
of Visa Credit Cards ("VISA") and which has not expired as shown on the face of the Card or been revoked and written notification of such
revocation given to the Merchant.
1.4 Cardholder. Any person possessing a valid Card having his or her name embossed thereon, or a person who is authorized by the person
named on the Card to use the Card.
1.5 Credit Slip. The form provided by Bank for use by the Merchant in effecting a credit, refund or downward price adjustment on a prior Credit
Sale.
1.6 Credit Sale. The sale by a Merchant of goods and/or services to a Cardholder through the use of the Cardholder's Card and a Sales Slip.
1.7 Discount Fee. The fee charged by Bank pursuant to paragraph 16 to Merchant for purchasing Sales Slips from Merchant.
1.8 Merchant Account. The account maintained by Merchant with Bank or with Financial Institution as required by paragraph 13.
1.9 Sales Slip. The forth provided by Bank for use by the Merchant in effecting a Credit Sale with a Cardholder.
1.10 System. A credit card program pursuant to which Cards are issued to Cardholders to enable them to purchase goods and/or services from
Merchants upon credit and whereby such Merchants upon payment of a fee, are paid for such credit sales by certain financial institutions which
undertake collection of such credit purchases, all subject to the rules, regulations and guidelines of the System, applicable law, and this and
other similar agreements, as any may be amended from time -to -time.
1.11 Transaction Date. The date stated on a Sales Slip or Credit Slip in compliance with the pmvislons of paragraph 12.
1.12 Transaction Authorization Center. The entity which is responsible for providing credit card transaction authorization services on behalf
of the Bank. Bank may change the Transaction Authorization Center by giving notice to Merchant with such change becoming effective as
stated in each such notice.
1.13 Exception File. A magnetic tape listing of Cardholder account numbers on an electronic listing with a "decline/pickup" response code.
2. Compliance. This Agreement is subject to all federal and state laws and regulations and the operating regulations, bylaws, and rules of VISA and of
MasterCard which may affect this Agreement. This Agreement may be amended from time -to -time in order to comply with such laws, regulations, rules
and bylaws as well as any changes required by modifications which may be made from time -to -time in the System. The Merchant agrees to comply
with and follow all rules, regulations and guidelines concerning the System which may be established or amended from time -to -time by Bank, VISA and
MasterCard.
3. Credit Sales. Except as otherwise provided herein, and subject to such other instructions as Bank may from time -to -time provide to Merchant, the
Merchant agrees to accept all validly issued, unexpired and property tendered Cards presented by Cardholders to effect a Credit Sale in payment for
purchases of merchandise or services and to notify Bank in writing if they offer or intend to offer a discount to customers who pay by cash, check or
similar means. Such notice shall Include the amount and terms of the discount and a representation that the Merchant is complying with the applicable
provisions of Regulations of the Board of Governors of the Federal Reserve System. In no event will the Merchant add a surcharge to the cost of any
goods or services because such purchase involves the use of a Card. Merchant will not establish minimum or maximum transaction amounts as a
condition for honoring a Card. Each Credit Sale must generate a fully completed Sales Slip or printed transaction record. Bank will provide Merchant
with standard Sales Slips, Credit Slips, VISA and MasterCard decals and point of sale material at no charge. Merchant must use such Sales Slips and
Credit Slips in all transactions and must display the VISA and MasterCard decals in their places of business. Merchant shall imprint on Sales Slips and
Credit Slips the necessary VISA or MasterCard information embossed on the Cards. Merchant must retain its copy of the Sales Slip or a
printed transaction record for a period of three (3) years after the Transaction Date.
4. Sales and Credit Slips. Merchant agrees to observe and comply with each of the following requirements:
4.1 Required Information. One copy of each completed Sales Slip and Credit Slip will be given to the Cardholder at the time of the delivery of
the goods or performance of the services covered thereby. Merchant will complete all Sales Slips and Credit Slips to show:
4.1.1 The imprinted Identification of Merchant (Merchant will notify Bank in the event that the information on the Merchant plate has changed);
4.1.2 The name and account number of the Cardholder,
4.1.3 The date of the Credit Sale or credit transaction;
4.1.4 A description of the merchandise sold or the services rendered with respect to which a Credit Sale or credit transaction relates, by type
or category of such merchandise or services (including the motor vehicle license number if the products purchased or services rendered
are in connection with a motor vehicle); M
4.1.5 The cash price of the sale or the total amount of the credit (any tax required to be collected by the Merchant must be included in tlirij
total transaction amount and not collected separately in cash); P\
4.1.6 The authorization information provided by the Transaction Authorization Center (where applicable);
4.1.7 In the case of a Sales Slip, the signature of the Cardholder (except in the case of mail and telephone sales); and
4.1.8 Such other information as Bank may from time -to -time request to enable Bank or the Transaction Authorization Center to identify t1l'"
transaction and to comply with all applicable laws and regulations concerning disclosure, as such laws and regulations are from ting
to -time in effect.
4.2 Acceptance to be Refused. Merchant shall refuse to make any Credit Sale () if the Card appears to be counterfeit or altered, cut Into hoem
or more pieces or otherwise disfigured, not yet effective, or expired; or (i) i1 the Account Number appears on current Exception File or a special
communication requesting that it not be honored.
S. Transaction Authorization. Merchant will check each Card for validity and currency, and as hereafter required, transaction validity is to
determined by the Card's format, and Exception File in effect. In every case where a transaction requires a transaction authorization, that transaction
authorization will be obtained by contacting the Transaction Authorization Center by telephone or other methods approved by Bank and recording the
positive account number verification response code on the sales slip. Transaction authorization will be required in the following circumstances:
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5.1 Voice Authorization. If the total amount of any Credit Sale transaction is in excess • .00, Merchant will contact the Transaction
Authorization Center, by methods approved by the Bank, and obtain Bank's specific authorization to draw a Sales Slip relating thereto, and the
code number for such authorization will be noted by Merchant in the appropriate place on the Sales Slip. Any voice authorization obtained on
a standard transaction under $50.00, will be charged fifty-one cents ($0.51) per authorization.
5.2 Nonstandard Transactions. If the Credit Sales transaction, other than a mail or phone order, involves any of the following circumstances
which shall hereafter be referred to as "nonstandard" transactions, or in such other circumstances a; specified in writing by Bank from time -
to -time:
5.2.1 A handwritten Sales Slip which does not contain the imprinted identification of Merchant or the Card;
5.2.2 A Cardholder who is present and does not have his Card (VISA and MasterCard regulations prohibit the completion of any transaction
i1 the customer fails to present his Card to the Merchant, except in mail, phone, or preauthorized transactions);
5.2.3 A Sales Slip which is not signed by the Cardholder,
5.2.4 An unsigned Card; in addition the Merchant must do the following:
` Review positive identification that bears Cardholder's signature to determine that the user is the Cardholder.
• Include such positive identification on the Sales Draft.
• Require the Cardholder to sign the signature panel of the Card prior to completing the transaction;
5.2.5 An invalid "fromdto" date on the card (VISA and MasterCard regulations prohibit the completion of any transaction where an expired VISA
and MasterCard is presented);
5.2.6 The Merchant desires to make a delayed presentment of Sales Slip(s);
5.2.7 The Merchant believes the Card may be counterfeit or stolen or that the transaction is in some manner suspicious; the Merchant shall
request a "Code 10" authorization;
5.2.8 The printed four digits above the embossed account number do not match the first four digits of the embossed account number.
5.3 Retention of Cards. Merchant shall use its best efforts, by peaceful means, to retain a Card while making an authorization request. If
Merchant receives a negative account number verification response and is instructed to pick up the card, Merchant shall use Its best efforts,
by reasonable and peaceful means, to do so, and shall notify Bank or Financial Institution when the card has been recovered.
5.4 Reason for Inquiry. In any case except where the amount of the transaction exceeds the applicable Floor Limit, the Merchant shall state, to
the Transaction Authorization Center, the reason for the authorization inquiry.
5.5 Electronic Transactions. Merchant may use an electronic credit transaction terminal ("Terminal") to obtain authorization and to capture
sales data for interchange by reading data encoded on the magnetic strip on the cards, so long as the Terminal is compatible with Bank's
processing system. Merchant shall verify through the Terminal each transaction, regardless of the dollar amount, and shall abide by rules and
regulations for electronic processing promulgated by Bank from time to time. In the event that the Terminal is unable to read a card number or
expiration date, Merchant shall manually enter such information into the Terminal. In the event of a Terminal failure, Merchant shall obtain voice
authorization for all transactions. In the event of a Printer failure, Merchant shall imprint the card on a Sales Slip to prove presence of card and
complete the transaction.
5.5.1 Submitted retail transactions which do not meet the qualifications set forth by VISA and MasterCard as listed below may be
subject to a surcharge.
a. Zero floor limit authorization
b. 2 -day clearing for authorization and settlement
c. Entire contents of magnetic stripe must be read and transmitted
d. Cardholder signature required
e. Original authorization number in settlement record
6. Identification. The following identification Information and procedures shall be required for each Credit Sale:
6.1 Signature, Photo I.D. In every Credit Sale (except in the case of mail and telephone sales), Merchant will compare the signature on the Sales
Slip with the signature on the Card. If the two signatures are dissimilar, the transaction must not be completed. tt the Card has a photograph
of the Cardholder, that Cardholder and the person presenting the Card must appear to be the same person. In the event the Merchant believes
there is a discrepancy in the signature or if the photographic identification is uncertain, the Merchant shall contact the Transaction Authorization
Center for instructions.
6.2 Card Imprint Not Present. In each Credit Sale case in which a transaction is completed without the Imprinting of such Card on a Sales Slip
(including, without limitation, when an expired Card is presented whether or not it is imprinted), the Merchant must note legibly on the Sales
Slip sufficient detail to identify the Cardholder, the Merchant, and the Card issuer. This detail shall include at least the name and address of the
Merchant, the name or trade style of the Card issuer as it appears on the face or reverse side of the Card, the Card account number, the
expiration date (or, in the case of a Card bearing a dual date, both the effective date and the expiration date), the Cardholder name and any
company name. The Merchant shall also use its best efforts to record on the Sales Slip any other embossed data such as security symbols.
6.3 Warranty of Identity. In each Credit Sales transaction completed without a Card imprint, Merchant shall be deemed to warrant the true
identity of the Cardholder as the authorized holder of such Card. The fact that Merchant has obtained authorization for the transaction does
not alter such warranty of identity.
7. Telephone Orders, Mail Orders and Pre -Authorized Orders. Merchant shall not participate in direct mail or telephone Cardholder solicitations,
without the prior written approval of the solicitation material by Bank and Financial Institution. When a transaction is based on a telephone order ('TO'),
mail order ("MO") or preauthorized order ("PO"), Merchant shall type or print legibly on the resulting Sales Slips the letters TO, MO or PO, as appropriate.
If Memhant agrees to accept a pre -authorized order, Cardholder shall execute and deliver to Merchant a written request for such preauthorized order,
which request will be retained by Merchant and made available upon request to Bank. The Merchant shall not deliver goods or perform services covered
by a pre -authorized order after receiving specific notification that the pro -authorized order is canceled or that the Card covering the pre -authorized order
Is not to be honored. The Merchant may choose to use Address Verification Service (AVS) in order to verify shipping address with cardholder address.
B. Disclosure of Cardholder Information. The Merchant shall not, without the Bank's and Cardholder's written consent, sell, purchase, provide, or
exchange account number information in the form of imprinted Sales Slips, carbon copies of imprinted Sales Slips, mailing lists, tapes, or other media
obtained by reason of a Card transaction to any third parry other than the Merchant's agents or Bank. The Merchant or any agent of the Merchant shall
store in an area limited to selected personnel and prior to discarding, shall destroy in a manner rendering data unreadable all material containing
cardholder account numbers, or card imprints.
9. Adjustments with Customers. The Merchant agrees to establish and maintain a fair policy for the exchange and return of merchandise sold or
adjustment for services rendered in Credit Sales and will give proper creditor refund therefore. Merchant will propedy disclose or make available for
inspection its returned merchandise and adjustment policy so that a customer may be aware of such policy before consummating a transaction with
the Merchant. If Merchant has a policy of not refunding the purchase price of items returned, such fact will be clearly and conspicuously disclosed by a sign
or display posted at or near each public entrance to the Merchant's place of business and at all locations within the place of business where a purchase may
be made. In addition, at the time of the transaction the following words or similar wording shall be legibly printed on all copies of the Sales Slips: "No Refund"
"Exchange Only" "in -Store Credit Only' close by the Cardholders signature. If the Merchant gives a cash refund to cash customers, Merchant agrees to
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give credit refunds, by way of credit slicardholders. The refund or adjustment indicated o0edit Slip may not exceed the original transaction
amount. In the event goods are mtum&the Merchant effects a credit, refund, downward price adjustment or any other price adjustment on any
Credit Sale, the Merchant will prepare and execute a Credit Slip, including all information required thereon. Merchant must retain a copy of the Merchant
Credit Slip for a period of three (3) years after the Transaction Date. A copy of such Credit Slip will be provided to the Cardholder by the Merchant In
no event will the Merchant effect a refund or adjustment on a Credit Sale by means of cash or check.
10. Cash Discounts. Merchant will not discriminate against any Credit Sale or against any Cardholder by imposing surcharges on any Credit Sale or by
extracting any special agreements, conditions or security in connection with any Credit Sales. Merchant shall not make any oral, written or implied
statement or give any other notice to any Cardholder respecting the Bank's charges and fees due from the Merchant pursuant to this Agreement. If
Merchant offers to discount from the regular price for the purpose of inducing payment by cash, check or similar means, such discount shall be available
to all customers, whether or not Cardholders, and the fact that such discount is available shall be clearly conspicuously disclosed. Any discount failing
to meet these requirements shall constitute a FINANCE CHARGE imposed by the Merchant. Merchant shall be required to make all disclosures required
by federal and state law with respect to FINANCE CHARGES and shall be required to comply with any law relating to maximum FINANCE or SERVICE
CHARGE or rates of interest. -
11. Cash Advances. All Credit Sales hereunder will be evidenced by Sales Slips which represent direct obligations of Cardholder to the Card issuer in
the amount set forth therein for merchandise sold or services rendered. In no event will Merchant honor a Card involving any element of credit for any
other purpose including, without limitation, the obtaining of cash by the use of the Card.
12. Date of Sales Slip. Except as provided in this paragraph, each Sales Slip will be dated the date when the Merchant has performed substantially all
of its obligations in consummating the Credit Sale which Involved the use of the Card. In the event a Credit Sale transaction involves an extended term
in obtaining or delivery of the goods or services by the Merchant to the Cardholder, the Merchant may prepare and obtain completion of two (2) Sales
Slips for the total dollar amount of the Credit Sale. One Sales Slip shall have the statement initial Deposits printed thereon and shall bear the date of
execution of Sales Slip by the Cardholder. The second such Sales Slip shall have the statement Balance on Delivery printed thereon and shall not be
dated until the date when the Merchant has performed substantially all of its principle obligations in consummating the transaction for which such Sales
Slip was prepared and executed. Each Credit Slip will be dated the date the Merchant effects a credit, refund or price adjustment on a Credit Sale.
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13. Delivery and Payment. Each Sales Slip and Credit Slip will be deposited by the Merchant In the Merchant Account (which must be maintained at the Bank
or Financial Institution) within three (3) business days after the Transaction Date of such Sales Slip or Credit Slip; provided however, daily deposits shall be
required for those merchants utilizing Terminals. Each deposit will include a batch header showing an amount deposited equal to the total of five Sales Slips
less the total of the Credit Slips. The Merchant Account shall be credited the amount, if any, by which the total dollar amount of Credit Sales stated in such
delivered Sales Slips (excluding any rejected Sales Slips) exceeds the total dollar amount of refunds stated in the delivered Credit Slips. The Merchant Account
shall be debited by the amount, If any, which the total dollar amount of refunds stated in the delivered Credit Slips exceeds the total dollar amount of Credit
Sales stated in the delivered Sales Slips (excluding rejected Sales Slips).The Merchant hereby authorizes the Bank or the Financial Institution to debit the
Merchant Account from time -to -time, for payment of any such amounts. Such credits or debits to the Merchant Account shall be made to the Merchant Account
immediately upon deposit by Merchant of Sales Slips and/or Credit Slips in the Merchant Account; provided that Bank or Financial Institution reserves the right
to withhold for collection purposes, the availability to Merchant of amounts credited to the Merchant Account. Each Financial Institution may use its own avail
ability schedule consistent with any pertinent regulations. Merchant shall not present Sales Slips, Credit Slips or other records of transactions using any Card
which Merchant knows or should have known to be fraudulent or not authorized by the Cardholder. Merchant shall not present a Sales Slip or Credit Slip which
was not originated as a result of a transaction between the Cardholder and the Merchant.
The deposit of a Sales Slip in the Merchant Account shall constitute an assignment and endorsement to Bank or Financial Institution of any and all rights
Merchant may have against the Cardholder with respect to or arising from the Credit Sale evidenced thereby. Merchant, if 'requested by Bank, will
execute a separate assignment of any Sales Slips deposited in the Merchant Account. Bank or Financial Institution is authorized to place Merchant's
endorsement on any Sales Slip at anytime.
Merchant hereby waives notice of default or nonpayment, protest or notice of protest, demand for payment and any other demands or notices in
connection with this Agreement or any Sales Slips. Merchant hereby consents to extensions of time granted, compromises made, or other indulgences
granted to any Cardholder liable on any Sales Slip without affecting Merchant's liability thereon or hereunder.
14. Charge Backs. Under the circumstances described below, Bank or Financial Institution shall not be obligated to accept a Sales Slip for deposit:
14.1 The Sales Slip is In excess of the applicable Floor Limit, (the amount of the Floor Limit is set for each merchant and Bank may from time to -time raise
or lower such Floor Limit). It is understood and agreed that no Sales Slip for a total amount in excess of the Floor Limit in effect from time -to -time must
be accepted by Bank or Financial Institution unless Merchant has previously contacted the Transaction Authorization Center, obtained approval for
such transaction and the code number given Merchant to indicate said approval appears on the Sales Slip. In the event of a charge back of a Sales
Slip which exceeds the Merchant is Floor Limit, the entire Sales Slip is charged back not just the amount in excess of the Floor Limit; or
14.2 The Sales Slip is an attempt to circumvent the Floor Limit by ticket splitting or otherwise; or
14.3 The Sales Slip is based on a pre -authorized forth and the Card on which the pre -authorization was based has been revoked and the Merchant
was so notified in writing; or
14.4 The Card giving rise to the transaction had been revoked by the issuer prior to the transaction and Merchant had received notice of such
revocation; or
14.5 The Card by its terms had expired prior to the date of the transaction (the expiration date is the last day of the month appearing on the face of
the Card); or
14.6 The Sales Slip was not generated through the use of a validly issued Card whether or not the transaction was authorized: or
14.7 The Sales Slip does not contain the signature of the person whose name is embossed on the face of the Card or an authorized user, or
14.8 The Sales Slip is unsigned by the purchaser, or
14.9 The Sales Slip does not contain all of the following required information: Merchant's identification including Merchant's name and address (city and
state) imprinted tram Merchant's plate, purchaser's signature, Cardholder's name and account number, Transaction Date, brief description of goods
or services sold and, if the transaction is in connection with a motor vehicle or is conducted at a gasoline filling station. the number and state (or other
jurisdiction) of the Issue of the motor vehicle license, transaction amount, authorization information (where applicable), and such other information as
the Bank or Financial Institution may from time -to -time request; or
14.10 The Sales Slip is unpostable due to illegibility; Or
14.11 The Sales Slip contains an over the Floor Limit authorization that expired prior to the Transaction Date: or
14.12 The Sales Slip represents a sale on which the Bank or Card issuer has received a complaint from the Cardholder stating that there is a dispute
between Merchant and the Cardholder as to whether or not such customer is entitled to a credit; or
14.13 The Sales Slip lacks either a Card imprint or signature or Cardholder makes written complaint to the Bank, or Carl issuer that Cardholder did
not make or authorize the transaction; or
14.14 The Bank receives a complaint from Cardholder that the amount of Sales Slip was Increased after the transaction (or credit slip lowered); or
14.15 The Sales Slip or Credit Slip used is not the forth furnished by Bank; or
14.16 The Sales Slip or Credit Slip was missorted, i.e., the wrong bank received the Sales Slip or Credit Slip; or
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14.17 The Sales Slip or Credit Slip was not received by Bank or Financial Institution within three (3) business days of the Transaction Date (including
the Transaction Date if it falls on a business day) unless it was generated by a merchant specified below, or
14.18 The Sales Slip was not received by Bank or Financial Institution within eighteen (18) business days of the Transaction Date (including the Transaction
Date if it falls on a business day) or a Credit Slip was not received by Bank or Financial Institution within five (5) business days of the transaction
Date (including the Transaction Date it it falls on a business day), and it was generated by a Merchant which operates at multiple locations but
submits forms on a collective basis through a central office or facility and is a member of one of the following classes: airlines, railroads, oil
companies, car leasing companies, hotel, motel, and restaurant chains, bus companies operating under Interstate Commerce Commission
Authority, insurance companies licensed under law to issue insurance policies; or
14.19 The Sales Slip represents a sale on which the Bank or Card issuer has received a written complaint from its Cardholder stating that merchant
customer transaction was in violation of law, or the goods, services or other things of value described on the Sales Slip were not received by
Cardholder or by a person authorized by Cardholder, or
14.20 The Card giving rise to the sale is listed on a current Warning List or Exception File and authorization for the sale or dash advance was not
obtained from the Transaction Authorization Center, or
14.21 The transaction occurred prior to the effective date appearing on the face of the Cana; or
14.22 The Sales Slip resulted from a transaction, either above or below the Floor Limit, relative to which Merchant was notified in response to an
authorization request that the card was not to be honored; or
14.23 The Sales Slip was received for settlement after termination of Bank's or Financial Institutions status as a Member of VISA or MasterCard; or
14.24 The Sales Slip shows on its face that there was an error In addition and that the amount shown as total on the Sales Slip is incorrect; or
14.25 The Sales Slip was drawn by, or credit given to, Merchant in circumstances constituting a breach of any term, condition, representation,
warranty, or duty of Merchant under this Agreement; or
14.26 The extension of credit for merchandise sold or services performed, or any aspect thereof, was in violation of law or the rules or regulations of
any governmental agency, federal, state, local or otherwise; with the opinion of counsel for Bank or Financial Institution as to such violation
being conclusive for purposes of this provision.
15 Rejection of Sales Slips. The Bank or Financial Institution shall have the right, at any time, to reject and return to the Merchant any Sales Slip for
any of the reasons set forth in paragraph 14. Acceptance of delivery of a Sales Slip by the Bank or Financial Institution or payment to the Merchant
therefore will not be deemed to be a waiver of the right to later reject such Sales Slip. In the event a Sales Slip is rejected for which payment has
previously been made to the Merchant, the Merchant agrees to pay Bank or Financial Institution for such Sales Slip, and the Bank or Financial institution
shall be entitled to debit the Merchant Account in the amount of the rejected Sales Slip. Failure of the Bank or Financial Institution to reject any Sales
Slip for any mason shall not be deemed to be a waiver of the right to there after reject any Sales Slip for the same reason.
16. Payment of Discount Fee and/or Other Fees by Merchant. Unless provided otherwise in an Addendum hereto, the price for purchasing Sales
Slips from Merchant hereunder will be the Visa Discount Fee and the MasterCard Discount Fee in the percentage shown in paragraph 30 of this
Agreement multiplied by the monthly dollar amount of Sales Slips less Credit Slips deposited to the Merchant Account ("Net Sales"); provided, however,
such fee shall in no event be less than Three and no/100 (53.00) Dollars per month. Said charge will be made monthly against the Merchant Account.
Merchant agrees that the types and amounts of the Discount Fee or such other fees to be paid by Merchant may be redetermined and modified from
time -to -time as Bank may require.
17. Fees. In addition to the Fee pursuant in paragraph 16, unless provided otherwise in an Addendum hereto, Merchant will pay an Initial One -Time
Set -Up Fee in the amount set forth in paragraph 30 of this Agreement, which shall become due upon execution of this Agreement, and a recurring,
non-refundable Annual Membership Fee, for amount also set forth in paragraph 30 of this Agreement, payable annually in advance for each ensuing
year, to participate in the System. In the event the Merchant (i) uses a Terminal and processes through Bank's system, and[ii) accepts a credit card other
than VISA or Mastercard, merchant shall pay Bank a transaction fee in an amount determined by Bank. The Set -Up Fee entitles Merchant to one (1 )
credit card imprinter as provided in paragraph 22 hereof. Merchant may obtain additional imprinters for a fee. The Set -Up Fee also entitles Merchant to
all necessary forms, supplies and promotional materials as will be supplied by Bank. Merchant authorizes Bank or Financial Institution to debit the
Merchant Account for payment of the Annual Membership and Set -Up Fee, and additional fees for additional imprinters. Merchant agrees that the types
and amounts of Fees to be paid by Merchant may be redetermined and modified from time -to -time as Bank may require.
18. Collections. Except in an effort to recover under any returned Sales Slips, Merchant will not directly bill, sue or otherwise attempt to collect from any
Cardholder any indebtedness owing to the Card issuer arising under the System. In any collection effort with respect to a returned Sales Slip, Merchant
will comply with all applicable laws and regulations concerning billing, disclosure and collection. Merchant also agrees to take such actions as
requested by Bank or Financial Institution to assist in the resolution of any alleged billing errors or other disputes of Credit Sales. Should Bank determine
to return to Merchant or reject any such Sates Slip rather than resolve the alleged dispute, or to return or reject a Sales Slip for any other reason as set
forth herein, Merchant authorizes Bank or Financial Institution to charge the Merchant Account for such returned or rejected Sales Slip and to make
appropriate adjustment to the Merchants Discount Fee. Merchant agrees that all Credit Sales will be handled in accordance with this Agreement and
that Merchant will not solicit or accept payment from Cardholders on Credit Sales for which Sales Slips have been accepted by Bank or Financial
Institution. Bank will have the sole right to receive payment on Sales Slips accepted by Bank or Financial Institution.
19. Advertising, Promotion. Merchant agrees to promote Card Sales by the following means:
19.1 Display. prominent display of the appropriate Card emblem(s) or other advertising material and application fortes on merchants premises as
Bank may from time -to -time request;
19.2 Recommendations. Recommendation and explanation of the Card System to customers;
19.3 Literature. Making literature furnished by Bank available to customers; and
19.4 Merchant's Advertising. Incorporating Card emblems regularly in Merchant's advertisements.
20. Advertising Restrictions. Bank reserves the right to prohibit Merchant from distributing any advertisement Bank believes is in violation or
questionable under the provisions of stale and/or federal law relating to the advertising of credit terms and appropriate disclosure therewith. Merchant
agrees that upon Bank's request, it will destroy any application fortes, disclosure statements, advertising material, or other hems relating to the System
furnished by Bank or discontinue the use of such items as Bank requests until replacement items, if any, are delivered to Merchant.
21. Inspection. Bank, Financial Institution, and/or its agents shall have the right at any reasonable time to inspect and audit the Merchant's books,
records, accounts and other instruments relative to Credit Sales, Sales Slips and Credit Slips tendered to Bank or Financial Institution to verity any
transactions reflected in such Slips.
22. Imprinters. Bank agrees to make available to Merchant imprinters suitable for use with VISA Cards and MasterCards which Bank will provide for
Merchant's use as a participant in the System. In the event of termination of this Agreement or in the event of any breach by Merchant of any of the
covenants by Merchant herein, Merchant agrees to return any and all imprinters subject to this Agreement to Bank. Upon failure to return the imprinter,
Merchant will pay Bank for said imprinter a price to be determined by Bank but not in any event to exceed the original price of the Imprinter.
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