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<br />Bank Card Merchant Agreement Page 2 of 8
<br />BCMA-merchant via partner
<br />any manner (e.g. a change from a limited liability company to a
<br />corporation), and/or of Merchant’s intent to sell its stock or assets to
<br />another entity. 4. Card Acceptance. Merchant must accept all Cards and complete
<br />all Card transactions in accordance with the Operating Regulations. In
<br />the event Processor for whatever reason is unable to obtain, or due to
<br />system delays chooses not to wait to obtain, authorization from an
<br />Association, Processor may at its option "stand-in" for such entities and
<br />authorize the sales transaction based on criteria established by
<br />Processor, and Merchant remains responsible for such sales transaction
<br />in accordance with this Agreement. Merchant has identified to Processor
<br />the products and/or services for which it intends to accept Cards as
<br />payment. Merchant agrees that it shall only complete and deliver to
<br />Processor sales transactions produced as the direct result of bona fide
<br />sales made by Merchant to Cardholders for such identified products
<br />and/or services, unless otherwise agreed by Processor in writing 5. Transaction Processing. Processor or Member Bank will initiate
<br />payment to Merchant of the total face amount of each sales transaction
<br />acquired and accepted hereunder, subject to the terms and conditions of
<br />this Agreement, the Operating Regulations, and applicable law, after
<br />Processor receives payment for such sales transactions. Unless
<br />otherwise agreed to in writing by Processor, Merchant shall electronically
<br />deliver to Processor and in a format acceptable to Processor all credit
<br />vouchers and sales transaction records within two (2) business days after
<br />the applicable transaction date (or such shorter period as determined by
<br />the applicable Association), except (i) in the case of a delayed
<br />merchandise delivery, when the sales transaction record shall be
<br />delivered within two (2) business days of the merchandise delivery or (ii)
<br />as specified otherwise in the Operating Regulations. Merchant agrees
<br />that it shall deliver sales transaction records to Processor at least every
<br />business day. The preparation and delivery to Processor by Merchant of
<br />sales transactions shall constitute an endorsement to Processor by
<br />Merchant of each sales transaction, and Merchant authorizes Processor
<br />or its representative to place Merchant's endorsement on any sales
<br />transaction at any time. Processor may refuse to acquire any sales
<br />transaction or claim the amount of which, in whole or in part, it could
<br />charge back to the Merchant pursuant to this Agreement, if it had
<br />acquired the sales transaction or claim. Merchant acknowledges and
<br />agrees that Processor is not responsible for any action or inaction taken
<br />by the financial institution or other entity that issued the Card(s) to the
<br />Cardholder or the processor of such Card(s). Merchant agrees that
<br />Processor may set off any amounts due to Processor from amounts owed
<br />to Merchant, including but not limited to any amounts owed to Merchant
<br />from Processor and/or any of its affiliate(s). 6. Exception Items. Merchant agrees to reacquire and pay Processor
<br />the amount of any sales transaction, and Processor shall have the right
<br />at any time to charge Merchant's Account therefore with notice via
<br />Processor’s Service Delivery Process, for any return, chargeback,
<br />compliance case, any other Association action, or if the extension of
<br />credit for merchandise sold or services or sales transactions performed
<br />was in violation of law or the rules or regulations of any governmental
<br />agency, federal, state, local or otherwise; or if Processor has not received
<br />payment for any sales transaction, notwithstanding Processor’s prior
<br />payment to Merchant for such sales transaction pursuant to Section 5
<br />above or any other section. Not limiting the generality of the foregoing,
<br />Merchant agrees that any operational and/or other Services performed
<br />on behalf of Merchant, including but not limited to, production of facsimile
<br />drafts in response to copy requests, response to compliance cases,
<br />augmentation of Merchant data for interchange, transaction stand-in,
<br />digital draft storage and retrieval, etc. shall in no way affect Merchant's
<br />obligations and liability in this Agreement including those in the foregoing
<br />sentence. Merchant may instruct Processor in the defense of
<br />chargebacks, compliance cases and similar actions, and Merchant
<br />agrees that it will promptly provide any such instructions to Processor.
<br />When Processor has determined it has all necessary information and
<br />instructions, Merchant hereby authorizes Processor to resolve
<br />chargebacks and respond to retrieval requests and other inquiries without
<br />further consulting Merchant. 7. Merchant Suppliers. Merchant may use one or more Merchant
<br />Suppliers in connection with the Services and/or the processing of some
<br />or all of its Card transactions. In no event shall Merchant use a Merchant
<br />Supplier unless such Merchant Supplier is compliant with P CI and/or the
<br />Payment Application Data Security Standard (“PA-DSS”), depending on
<br />the type of Merchant Supplier, as required by the Operating Regulations.
<br />Merchant acknowledges and agrees that Merchant shall cause its
<br />Merchant Supplier to complete any steps or certifications required by
<br />any Association (e.g., registrations, PA-DSS, PCI, audits, etc.).
<br />Merchant shall cause its Merchant Supplier to cooperate with Processor
<br />in completing any such steps or certifications (if applicable), and in
<br />performing any necessary due diligence on such Merchant Supplier.
<br />Merchant shall be solely responsible for any and all applicable fees,
<br />costs, expenses and liabilities associated with such steps, registrations,
<br />and certifications. Merchant shall bear all risk and responsibility for
<br />conducting Merchant’s own due diligence regarding the fitness of any
<br />Merchant Supplier(s) for a particular purpose and for determining the
<br />extent of such Merchant Supplier’s compliance with the Operating
<br />Regulations and applicable law. Merchant expressly agrees that
<br />Processor shall in no event be liable to Merchant or any third party for
<br />any actions or inactions of any Merchant Supplier used by Merchant,
<br />even if Processor introduced and/or recommended the use of such
<br />Merchant Supplier to Merchant, or never objected to the use of such
<br />Merchant Supplier, and Merchant hereby expressly assumes all such
<br />liability. 8. Cardholder Information. Merchant shall not disclose, sell,
<br />purchase, provide, or exchange Cardholder name, address, account
<br />number or other information to any third party other than to Processor or
<br />an Association for the purpose of completing a sales transaction unless
<br />specifically permitted by the Operating Regulations. Merchant represents
<br />and warrants that neither it nor its Merchant Supplier shall retain or store
<br />any portion of the magnetic-stripe data subsequent to the authorization
<br />of a sales transaction, nor any other data prohibited by the Operating
<br />Regulations and/or this Agreement.
<br />Processor acknowledges responsibility for payment card data on its
<br />proprietary systems. Processor will (i) maintain its PCI-DSS certification
<br />and (ii) be validated as a PCI-DSS compliant service provider. In the
<br />event Processor is deemed not to be in compliance with PCI-DSS,
<br />Processor shall make commercially reasonable efforts to become
<br />compliant and maintain compliance thereafter. As of the execution of the
<br />Agreement, PCI-DSS information and standards can be found at the
<br />Payment Card Industry Security Council website at
<br />https://www.pcisecuritystandards.org/index.htm. 9. Term. The term of this Agreement shall commence the date
<br />Processor executes this Agreement, and shall continue for the Term as
<br />defined in Section 1 of this Agreement. Except as hereafter provided,
<br />unless either party gives written notice to the other party at least 60 days
<br />prior to the expiration of any term, the Agreement including all addenda,
<br />schedules and exhibits hereto or referencing this Agreement shall be
<br />automatically extended on a calendar month to calendar month basis. All
<br />obligations of Merchant incurred or existing under this Agreement as of
<br />the date of termination, shall survive such termination. 10. Processor Fees. Merchant agrees to that Processor will collect a
<br />convenience fee from cardholders along with each transaction processed
<br />for Merchant and such convenience fee is subject to change via
<br />Processor’s Service Delivery Process. In the event Processor changes
<br />or its convenience fees pursuant to the immediately preceding sentence
<br />("Fee Change"), Merchant may, subject to the following provisions,
<br />terminate the Agreement upon 60 days advance written notice to
<br />Processor provided Processor receives such written notice from
<br />Merchant of its intention to so terminate within 90 days of the date the
<br />Fee Change becomes effective. Upon Processor's receipt of Merchant's
<br />written notice pursuant to the immediately preceding sentence,
<br />Processor shall have 30 days to rescind or waive the Fee Change, and,
<br />in the event Processor elects to rescind or waive the Fee Change,
<br />Merchant shall not have the right to terminate this Agreement as a result
<br />of the Fee Change and this Agreement shall remain in full force and effect
<br />notwithstanding Merchant's written notice to terminate. Merchant
<br />acknowledges and agrees that this Section shall not be intended or
<br />construed to permit Merchant to terminate the Agreement as a result of a
<br />change or increase in fees from third parties and/or in pass through fees
<br />as referenced in this Agreement. At Merchant’s request, Processor may,
<br />in its sole discretion, establish multiple Merchant billing definitions on its
<br />system, and in such event, Processor shall assess all applicable fees
<br />separately and independently with respect to each such billing definition. 11. Third Party Assessments. Notwithstanding any other provision of
<br />this Agreement, Merchant shall be responsible for all amounts imposed
<br />or assessed to Merchant, Processor, and/or Member Bank in connection
<br />with this agreement by Member Bank and/or third parties such as, but not
<br />limited to, Associations and Merchant Suppliers (including
<br />telecommunication companies), to the extent that such amounts are not
<br />DocuSign Envelope ID: 21DD58A4-4565-4EC5-AD94-06300FFBC6D5
<br />In Process
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