HomeMy WebLinkAboutContract 2012 2427 •
` "°""' 10700 Lyndale Ave. S, Ste. 200
Re k
Bloomington, MN 554
Office 800 323 5953
Office 952 888 8787
Fax 888 847 994
June 1, 2011
City of Columbia Heights
Due to recent updates to the Payment Card Industry Data Security Standard (PCI -DSS), the
RevTrak Desktop Software that you are currently using is no longer considered compliant under
PCI -DSS regulations.
In response to this issue we are now offering the new Order Entry module, which provides the ability
to process walk -in, mail, and telephone orders through the Dashboard of the RevTrak Web Store.
The Order Entry module offers the following advantages to your school:
• Your liability is greatly reduced
Sensitive credit card information is processed by our secure servers and not stored on your
local network.
• Paperwork is reduced and simplified
All payments are processed in one central location for easier reporting and order tracking.
• PCI certification is provided at no charge
RevTrak does the heavy lifting to safeguard your data, preventing costly data breaches and
saving you valuable time.
Due to merchant service criteria outside RevTrak's control, the pricing for telephone, mail order, and
swiped transactions will change as follows:
Swiped Transactions: per item fee changes to $.35 /transaction (it was $.30)
MOTO Transactions: per item fee changes to $.35 /transaction (it was $.30)
As a legacy RevTrak client would like to adjust fees (the costs we do control) as follows:
Card Readers: No longer charge you for the one card reader rental (was $4.95 /month)
Monthly Fees: Lower your monthly fees to $19.95 /month
Based on your 2010 transactions, the new net cost to the city would have been $34.75.
We realize that this is a change for you and are available to answer any questions you may have. As
always, we are happy to provide additional training as necessary.
We appreciate your business and will work hard to make this transition as smooth as possible.
Sincerely,
RevTrak Inc.
3C4OL1LJGOVERNMENT
MERCHANT PROCESSING AGREEFEENT APPLICATION
PRINT CL f ARt
MERCHANT #: PREPARED BY: DATE: 10/21/0:
INSTITUTION SKIPPER F INANCIAL SALES REP: SHERRIE ERDENBERG SALES ItMr.
DBA Business Name (if different from Legal Nam.): Corporate/Legal Neese:
CITY OF COLUMBIA HEIGHTS
Address (Physical Location): Dialling Address:
590 40TH AVENUE NE
.-•
••••..
City: State: Zip: City: State: Zip:
COLUMBIA HEIGHTS MN 55421
Email Address: Website Address: WWW . ci . columbis -heti gilts .sn. us
Catania Name: Thle: Cantaet Name: Title:
BILL ELRITE FINANCE DIR.
Business Phone 0: Pax #: Business Phone 0: Fax 0:
(763) 706 (763) 706
Neese and Address to Appear on Statement 51 DDA 0 Legal Pod Tax ID 0 gy 1 ,.. 4.049
I Merchant Expected Average Ticket: $50.00
Curroat Processors
: BM q 311 Monthly biC/Vha Volume: $5, 000.00
Primary Auth/Data Provider: VITAL
SIC Code
Mall/Telephene Y or N % 90
State specifically merchandise type or the exact services offered:
- UTILITIES, PERMITS, AND OTHER CITY RELATED ITEMS.
, Give specific comments concerning location:
-...
1
Deposit RoutingfTransit 0: ICI 9111C)101010101 " I Deposit Acco r, 0 1 11 41 1 1 1 1 unt a
....., i q
Chargeback Reatisterrantil 0: 1.5•14111.4 el 1 1 1 1 1 Chargeback Account 0: LI l 1 so1 ei 1111ittiii
: Merchant hereby entinsiseseertegy to Initiate credit andfor debit entries he amounts origittating under the ivierthent Processing Agreement and the provisioe cerelated
services, reiterate and equipment (via ACK or othorwhe) including any reversals or 06ustmorts on miginal entries to the Dieschant's Bank Accouta (as defined la the
.sr. hissabant Frowning Agretount Pees), • ...,./ .... Check er Deposit
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SCHOOLJGOVERNMENT
ERCIIAP/T PROCESSING AGREEMENT FEE SCHEDULE
Description Discount Per Item
Visa/MC Swiped 1.99% 0.28
V1sa/B4C Mill/Pbane 2.99% 0.28
Visst/111C Website 3.29% 0.33
Visa/MC Nen Qualified 3.49% 0.28
Other Fees Amount
Voice Authorization 0.50
T & Z Authorization 0.50
Chargeback 10.00
Rejeeted ACH 50.00
Monthly Statement Slagle User 9.95/mo
Monthly Statement Multiple Users 29.95/no
Additienel Letations 9.95/mo
Card Reader 4.95/mo
Monthly Statement it.leeuse 89.95/mo
Application N/A
Setup N/A
Monthly Minimums N/A
The mites hetet° agree to abide by the ken end coalition contained in the Merchant Processing Agreemeet to which this signature page is attached.
MERCHM411 The undendleted by authorizes Curtest to investigate the credit of ettch person listed on the Merchant Application and Pee Scheel& and
mpreents the beshe bat the authority to provide such authorization and to execute this Amster/tent
CFNIEGY CARD SERVICF.14, Merchant;
S I A—A 0 /0 2/ oa e fr-24rA/
CERTGY. Witnessed by Signatere 1 Dais SQuature et Meer Data
BE1ERRIE ERDENBERG BILL ELRITE FINANCE DIR,
Print Name Title Pest Name Tide
Recommended ACTION: El APPROVED DECLINED
Reviewed By: Title: Date:
AGENT:
Sipuenre Date
COMMENTS:
:certegy
307 West 92nd Street
Bloomington, MN 55420
Office Soo 323 5933
Office 952 888 8787
Fax 952 888 2.556
Certegy Application
October 21, 2003
City of Columbia Heights - MN
Check List:
• Application Signed under the Bank Account Information
c3 Application Signed under the Rates
o Copy of a Check for the deposit account
• Routing information filled in on the Bank Account Information
c.) Proof of Signer — Web Page, Bank Account Signer or Business Card
o Application Signed by GWS representative for Certegy
• Prepared By: GWS Representative
o Entered into RevTrak CRM
o Keep Copies for Skipper Financial
Special Notes:
Eric — This is a new customer, I look for them to be medium size very quickly. They
already process, but 1 do not know how much. We have done two on sites and they
look like good people to work with.
Account setup information
Robert/Greg —It is a $89.95 Web account.
They will need 1 card reader.
Rates:
1.99% Card Present
2.59% Card not Present
2.79% On the web
$28 per transaction
$.33 per transaction on the web
Y OF
COLUMBIA IIICIOHrre3
Bill Write
Finance Director
Office (763)706-3626
Fax (763)706-3637
e • rnail: 136. Eirite O ci.colurbia- heights.mn
Avenue N.B. Columbia Noibille, PAN R6421 -887
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Thank you for choosing RevTrakl
The application process is as follows:
A Choose your program:
1. Single User ($9.95/month)
2. Multi -User ($29.95/ month)
3. Enterprise ($89.95/moj thor $49.95/month for districts under 2,000
students) /
B. Number of card readers ($4.95 ea/month):
C. To complete the application, please do the following:
1. Fill In all blanks highlighted in yellow.
2. Have the application signed once on each page.
3. Photocopy the application for your records.
4. Attach a blank voided check to the application:
Staple blank voided check (NOT deposit slip) to the back of this page.
D. include a business card for the person who signed the application:
Staple Business Card Here
E. Mail the application, including this page, to:
RevTrak
307 W. 92 Street
Bloomington, MN 55420
Questions? Call Sherrie Erdenberg, RevTrak Sales Rep: (888) 470 -7483 or (630) 593 -9912.
SCHOOL/GOVERNMENT
MERCHANT PROCESSING AGREEFSENT APPLICATION
PRINT CLEARLY
t r PREPARED BY: SE DATE:
I t � rt T »* 11,14WW0TAT, SALES REP: Sherrie Erdenberq SALES
DBA Business Name (if different from Legal Name): Corporate /Legal Name:
City of Columbia Heights
Address {Physical Location): Mailing Address:
590 40th Avenue NE
City: State: Zip: CIty: Stater Zip:
Columbia Heights MN 55421
Email Address: Laurie.Breckenitch @ci . columbia- WebsiteAddress; mtem. ci. columbia- heights.nln.us
. Contact Name: Title: heights . ran . us Contact Name: Title;
Laurie Breckenitch Finance- Utility Billin.
Business Phone #: Fax #t Business Phone #: Fax #:
763 706 - 3640 763 - 706 - 3637
Name and Address to Appear on Statement ® DBA ® Legal Fed Tax ID # 41 - 6005069
Merchant Expeeted Average Ticket: Monthly MC/Visa Volume:
Current Processor Primary Auth/Data Provider:
VITAL
Sic Code: 4900 Mail/Telephone Y or N %
;,. State specifically merchandise type or the exact services offered:
City utilities and other city related items.
vl Give specific comnsents concerning location:
C
r,.
Deposit Routing/Transit #: {_ 1 1 1 1 1 1 1 ( 1 Deposit Account #:
ChareibaokRoutingtFransit#: 1 1 1 1 1 1 1 1 1 1 Chargeback Account it: 1 1 1 1 1 1 1 I 1 1 1 1 1 1, 1 1
Merchant hereby authorizes Certegy to initiate credit and/or debit entries for amounts originating under the Merchant Processing Agreementand the provision ofrelsted
9erwices, software and equipment (via ACH or otherwise) including any reversals or adjustments on original entries to the Merchant's Bank Account (as Mimed m
- Merchant Processing t ees). Attach Vol Ch: or Deposit Slip.
S ,t , Date .G
(Officer)
99/1902
Operating Procedures Guide
to
Merchant Processing Agreement
RevTrak, Inc.
10700 Lyndale Ave S, Ste. 200
Bloomington, MN 55420
Introduction
This guide is included to help you be a successful payment processing professional. As a merchant processing payments
through the Processor, you will use this guide to help with best practices, legal requirements and the rules and regulations of
the associations (Visa, MasterCard, Discover, and NACHA) and software providers that assist us in taking payments. These
organizations require that all persons using them agree to all of their rules and regulations. This guide exists to help you
through the maze. This guide forms part of the Agreement between you, RevTrak and the Member Bank.
Getting Started
Upon receipt of your documentation, a secure website will be created by RevTrak to allow you to receive and monitor
payments through the Services (the "Site "). The Site URL will be similar to http:// youror ganizationname.revtrak.net. Your
payments will be sent by ACH to your Bank Account based on the "voided check" or the substitute that you provide.
1. Definitions
The capitalized terms used in the Agreement and herein have the following meanings:
"Account" shall mean one or more demand deposit accounts maintained by Merchant with an Institution to which credits and
debits shall be made arising from Card Transactions presented to RevTrak, as provided in these Operating Procedures.
"ACH Services" shall have the meaning ascribed thereto in Section 4(t) hereof.
"Adjustments" shall mean one or more Transactions involving: a Credit Draft which reflects a credit to a
Cardholder; a credit to a Cardholder arising from a claim or complaint of the Cardholder; the correction of any error in posting
to the Account resulting from the processing of Card Transactions, or correction of the Account as a result of failure by the
Merchant to follow the proper Procedures described herein.
"Agreement" shall mean the RevTrak Merchant Processing Agreement and all exhibits and materials incorporated therein,
including the Application, the Terms and Conditions and this Operating Procedures Guide.
"Authorization" shall mean the process by which Merchant shall obtain advance approval for a specified amount prior to
completing a Card Transaction, as more fully described herein.
"Application" shall mean that part of the Agreement where the Merchant and RevTrak have completed specific information
concerning the identity of the Merchant, the Services selected by the Merchant and the Fees applicable thereto all of which
shall be used, in part, for RevTrak and the Member Bank to evaluate the eligibility of the Merchant to procure the Services
and the terms on which they may be provided.
"Authorized Location" shall mean one or more addresses approved by RevTrak and listed in the Agreement (as amended
from time to time), at which Merchant conducts its business and honors Cards.
"Bank Account" shall mean any account in the name of the Merchant maintained at an Institution into which the proceeds of
Card Transactions and ACH Transactions, less all Fees and other liabilities of Merchant, are to be deposited hereunder.
"Business Day" shall mean any day which the Federal Reserve System is open to the public.
"Card" shall mean a credit or debit card bearing the logo and trade style of VISA U.S.A., Inc., MasterCard International, or
Discover Financial Services, Inc., debit cards issued by a Network Member and any other cards which RevTrak and
Merchant agree in writing that Merchant may honor under the Agreement.
"Card Association" shall have the meaning ascribed thereto in the Terms and Conditions.
"Card Transaction" shall mean the honoring, or attempted honoring, of a Card by Merchant for the purchase of Merchant's
goods or services, but shall not include cash advances.
"Cardholder" shall mean the person named on the Card and to whom a Card has been issued or another authorized user of a
Card.
"Chargeback" shall mean an Item returned by the Issuer in accordance with the applicable Procedures which shall result in
Merchant's liability for the amount of the Card Transaction.
"Credit Draft" shall mean an Item, printed form supplied or approved by RevTrak or electronic record or transmittal which
evidences a refund or price adjustment to be credited to a Cardholder's account at Issuer.
"Discount Rate" shall mean that Fee calculated by applying a fixed percentage to the dollar amount of the gross sales dollar
volume of Transactions.
"Discover" shall mean Discover Financial Services.
"Fee" shall mean the fees on the Application applicable to the Services for which the Merchant is liable.
"Initial Term" shall have the meaning ascribed thereto in the Terms and Conditions.
"Institution" shall mean the federally insured depository institution designated by Merchant at which merchant maintains an
Account.
"Issuer" shall mean the organization which has issued a Card to a Cardholder.
"Item" shall mean a properly completed Sales Draft, Credit Draft, electronic record or transmittal, transaction form or other
evidence of Cardholder's obligation in a form acceptable to RevTrak.
"License" shall have the meaning ascribed thereto at Section 17 hereof.
"MC" shall mean MasterCard International, Inc.
"Member Bank" shall have the meaning ascribed thereto in the Terms and Conditions.
"Merchant ", "you ", "your" or "You" shall mean the party identified on the application portion of the Agreement that wishes to
procure the Services.
"Network" shall mean each debit network listed in the Fee Schedule and each additional network added to this Agreement
pursuant to a written agreement between RevTrak and Merchant.
"Network Member" shall mean a debit Card Issuer which is a participant in a particular Network.
"Network Rules" shall mean the rules and regulations of each Network, as amended from time to time.
"POS" shall mean point of sale.
"Procedures" shall mean all operating rules and regulations which govern Card Transactions conducted pursuant to the
Agreement, including without limitation, the rules and regulations contained in this Operating Procedures Guide, the
Regulations and Network Rules.
"Processor" shall have the meaning ascribed thereto in the Terms and Conditions.
"Regulations" shall mean all applicable Card Association rules and regulations, including without limitation the Visa Operating
Regulations pertaining to Electronic Commerce Transactions set out in Addendum "A" hereto and those other regulations set
out in Addendum "B" and Addendum "C" hereto.
"Related Litigation" shall have the meaning ascribed thereto in the Terms and Conditions
"Renewal Term" shall have the meaning ascribed thereto in the Terms and Conditions
"RevTrak" shall mean RevTrak, Inc. a Minnesota corporation.
"Sales Draft" shall mean an Item used by Merchant in Card Transaction to evidence a Cardholder's obligation.
"Services" shall have the meaning ascribed thereto in the Terms and Conditions.
"Site" shall have the meaning ascribed thereto in the introduction hereto.
"Termination Notice" shall have the meaning ascribed thereto in the Terms and Conditions
"Term" shall have the meaning ascribed thereto in the Terms and Conditions.
"Terms and Conditions" shall mean those terms and conditions applicable to the Agreement and appended thereto.
"Transaction" shall have the meaning ascribed thereto in the Terms and Conditions.
"VISA" or "Visa" shall mean Visa U.S.A., Inc.
2. General Obligations of Merchant
a. Merchant agrees that all Cardholders whose Cards are accepted by you shall be entitled to the same services, return and
adjustment privileges as Merchant extends to cash customers and Merchant shall not impose any surcharges or special fees
or conditions in connection with Card Transactions, including without limitation, a minimum or maximum dollar amount for
Card Transaction (unless permitted by the applicable Card Association). Any purchase price advertised or otherwise
disclosed by Merchant must be the price associated with the use of Cards. Merchant may offer a discount for cash
purchases, provided that such discount is clearly disclosed to Merchant's customers as a discount from the standard price
available for all means of payment other than cash.
b. Merchant may not engage in acceptance practices or procedures that discriminate against, or discourage the use of, one
Card Association's Cards in favor of another Card Association's Cards.
c. Merchant shall not require that a Cardholder, as a condition for honoring a Card, to sign a statement waiving the
Cardholder's right to dispute the Card Transaction with the Card Issuer.
d. Merchant shall at all times be responsible for its employees' and agents' actions and for ensuring such employees' and
agents' compliance with the terms of the Agreement.
e. Merchant shall provide RevTrak at least thirty (30) days prior written notice of its intent to change in any way the basic
nature of its business.
3. Merchant's Bank Account
a. Merchant shall establish, and at all times during the Term of the Agreement, maintain one or more Bank Accounts with
an Institution in order to facilitate payment of amounts due from time to time under this Agreement, which Institution shall
be identified in the Application. To the maximum extent allowed by law, Merchant shall arrange for a Bank Account to
which automated clearing house ( "ACH ") Transactions may be made to facilitate payment of amounts from time to time
under this Agreement.
b. All credits, charges and debits in connection with Card Transactions and other amounts owing under this Agreement
shall be made to Merchant's Bank Account, including without limitation, all Fees, Adjustments and Chargebacks. Any
Fees or other charges not collected by Processor through a debit to Merchant's Bank Account, for whatever reason, shall
be invoiced to Merchant by Processor and are due upon Merchant's receipt of such invoice which invoice may be
delivered to the Merchant through the Site.
c. If a debit or Chargeback to Merchant's Bank Account results in an overdraft, Merchant shall immediately deposit with
Institution an amount sufficient to cover such overdraft and any related service charges or fees.
d. All Items credited and debited to Merchant's Bank Account(s) are subject to review, verification and acceptance by
Processor. Processor may withhold crediting of questionable Items pending verification, investigation and confirmation.
In the event of an error, Merchant authorizes Processor, without notice to Merchant, to credit or debit Merchant's Bank
Account(s) and any future deposits in Merchant's Bank Account.
e. If Merchant desires to change its Institution or Bank Account or if Merchant's Institution no longer desires to provide its
services to Merchant, Merchant shall notify Processor in writing at least ten (10) days prior to the effective date of the change
and shall follow Processor's procedures for completing the change.
4. General Requirements for Card Transactions and ACH Services
a. The Cardholder's obligation with respect to each Card Transaction shall be evidenced by a properly completed Sales Draft
produced either by a virtual terminal or ecommerce shopping cart, which Sales Draft shall be provided to the Cardholder
upon completion of the Card Transaction. Except as otherwise provided in the Regulations with regard to particular types of
Card Transactions, each Sales Draft shall include the following information: (i) Merchant name and street address of the
location at which Card Transaction occurred; (ii) Merchant location code; (iii) Cardholder name (including any company
name) and masked account number; (iv) Card effective and /or expiration date; (v) date of the Card Transaction; (vi)
Authorization code, if applicable; (vii) description of the merchandise sold or services rendered; (viii) Cardholder's signature if
applicable; and (ix) amount to be billed on the Cardholder account, including any gratuities or applicable taxes.
b. Merchant shall not require the Cardholder to supply personal information such as a home or business telephone number, a
home or business address, driver's license number or other credit cards unless such information is specifically required under
the applicable Regulations or otherwise in the normal course of the business of the Merchant. Merchant may not make a
photocopy of the Cards under any circumstances, nor require that the Cardholder provide a photocopy of the Card as a
condition for honoring the Card. Merchant may not 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 vision
when mailed.
c. Before completing a credit Card Transaction, Merchant shall determine in good faith and to the best of its ability that the
Card is valid on its face, meaning that (i) the Card bears a termination date and that such date has not expired; (ii) if the Card
bears an effective date, that the transaction date is not prior to the effective date (when the Card is embossed with an
effective date in a month /day /year format, the Card is considered to be valid from the embossed date); (iii) if the Card is a
VISA Card, the first four digits of the embossed account number are the same as the four digits printed above the account
number; (iv) if the Card is a MC Card, the account number is not listed on a current MC Electronic Warning bulletin file or
International Warning Notice(s), as applicable; and (v) in those cases where the optional card security features are present,
the Merchant shall compare the embossed account number on the face of the card with the account number indent printed
on the signature panel.
d. Before completing a credit Card Transaction, Merchant shall, if applicable, cause the Sales Draft to be signed in the
presence of Merchant and compare the Cardholder's signature on the Sales Draft to the signature panel on the Card to
ascertain that they appear to be the same. If the Card has a photograph of the Cardholder, the Merchant must compare the
photograph and the person presenting the Card to ascertain that they appear to be the same person. In those cases when
the magnetic strip is read, the Merchant shall compare the embossed account number to the number displayed and /or
printed from the authorizing device.
e. Merchant shall not deposit into its Account any Sales Draft or Adjustment of Credit Draft for any Card Transaction between
a Cardholder and another entity. Merchant must deposit into its Account only Sales Drafts or Adjustments of Credit Drafts
that directly result from Card Transactions with Merchant.
f. Merchant shall include the Cardholder's obligation for all merchandise and services purchased in a single Card Transaction
in the total amount (including tax, if appropriate) shown on a single Sales Draft, unless:
(1) the Card Transaction is for purchases made in separate departments of a multi - department store;
(2) the balance of the amount due is paid by the Cardholder at the time of sale in cash, by check, with a different Card or
Cards, or any combination thereof, provided that no part of the amount paid by other means is reflected on the Sales Draft;
g. Merchant shall not accept cash payments from a Cardholder for previous Card Transactions.
h. Merchant shall not make a cash disbursement to a Cardholder arising out of a Card Transaction or any other use of a
Card.
i. Except as specifically permitted by applicable Regulations, Merchant may not accept a Card Transaction for the purpose of
purchasing cash, checks, scrip or other monetary equivalent.
j. Merchant may not add tax to a Card Transaction unless applicable law provides that a Merchant is permitted or required to
impose a tax.
k. Merchant agrees that each completed Sales Draft will evidence the Cardholder's valid Card Transaction obligation in the
amount shown and will not involve any element of credit for any other purpose.
I. Merchant shall furnish a copy of the completed Sales Draft to the Cardholder at the time of delivery of the merchandise or
performance of the services.
m. Merchant shall not complete a Card Transaction and use its best efforts to recover and retain, by reasonable and peaceful
means (i) any Card which RevTrak or any Card Association has specifically requested retention; or (ii) any Card which
Merchant has reasonable grounds to believe is counterfeit, fraudulent or stolen (including but not limited to, through any
notice procedures by any Card Association). Merchant shall promptly notify RevTrak if a Card has been picked up and ask
for further instructions.
n. Merchant shall not initiate or accept Card Transactions representing payment for a telephone call when the Card number is
entered via touch tone key pad or provided to an operator. This prohibition does not include the following: Magnetic-stripe-
reading telephone Transactions; VISA PHONE service Transactions; Transactions for which the Card Issuer has a contract
with the telephone service provider, Transactions involving telephone services that have been explicitly approved by VISA
and provide appropriate risk controls as specified by VISA; the purchase of goods or services via telephone order; or Direct
marketing service category Transactions provided by Merchant if Merchant is classified as an "inbound teleservices"
merchant in accordance with the VISANet Merchant Data Standards Handbook and approved by RevTrak in writing.
o. Merchant may accept recurring Card Transactions as follows:
(1) If Merchant agrees to accept a recurring Card Transaction from a Cardholder for the purchase of merchandise or services
which are delivered or performed periodically by Merchant, Merchant shall require the Cardholder to complete and deliver to
Merchant an order form containing a written request for those merchandise or services to be charged to the Cardholder's
account. The order form must at least specify the Card Transaction amount(s) to be charged to the Cardholder's account
(unless the recurring Transactions are to be for varying amounts), the frequency of the recurring charges and the duration of
time for which the Cardholder's permission is granted. If a recurring Card Transaction is renewed, Merchant shall require the
Cardholder to complete and deliver to Merchant a subsequent order form for continuation of the merchandise or services to
be charged to the Cardholder's account. A recurring Card Transaction may include the payment or recurring charges such as
insurance premiums, subscriptions, membership fees, tuition or utility charges. Except as otherwise provided in the
Agreement, a recurring Card Transaction may not include partial payments made to the Merchant for merchandise or service
purchased in a single Card Transaction, nor may it be used for periodic payments of merchandise or services on which the
Merchant assesses additional finance charges. Merchant must not complete an initial or subsequent recurring Card
Transaction after being notified that a Card is not to be honored or receiving a cancellation notice from the Cardholder or
RevTrak. A copy of the recurring Card Transaction order form must be retained by Merchant for the duration of the recurring
charges and provided in response to a request for original credit card paper.
(2) If the recurring Card Transactions are to be for varying amounts, the following additional conditions apply: (a) the order
form must allow space for the Cardholder to specify a minimum and maximum Card Transaction amount to be charged
periodically to the Cardholder's account; and (b) Merchant shall inform the Cardholder that he or she has the right to receive,
at least 10 days prior to each scheduled Card Transaction date, written notification of the amount and date of the next
charge. The Cardholder may elect to receive the notice for every charge, only when the Card Transaction amount does not
fall within the range of amounts specified on the order form or only when the Card Transaction amount will differ from the
most recent charge by more than an agreed -upon amount.
(3) For each recurring Card Transaction, Merchant shall type or print legibly on the "signature line" of the Sales Draft the
words "Recurring Transaction" for VISA Card Transactions and "Pre- authorized Order" for MC Card Transactions.
p. Merchant agrees to notify RevTrak promptly of all claims and defenses asserted or alleged by any Cardholder with respect
to any Card Transaction.
q. Merchant agrees that it will not attempt collection of any Card Transaction accepted by RevTrak or make any claim relating
to any such Card Transaction, except as authorized in writing by RevTrak. In the event of such authorization, Merchant
agrees to hold all collection proceeds in trust for the Card Issuer and to deliver the same to RevTrak in kind immediately upon
request.
r. If the Merchant accepts a Mail/Telephone order from a Cardholder it must:
(1) Use the fraud controls including Address Verification Service. The merchant must receive an exact match on these fraud
controls. If the Merchant accepts a response other than an exact match it will forfeit its Chargeback rights.
(2) The Merchant must perform Address Verification Service if required by Interchange and enter an invoice number to
qualify for the best Discount Rate available.
s. If the Merchant accepts Purchasing Card, Business Card or Commercial Card Transactions it must enter the invoice
number and the tax amount from the sale to qualify for the best available Discount Rate.
t. EFT Services. Subject to the terms of this Agreement and all applicable Regulations, RevTrak or its designee shall make
available to you, as part of the Services, electronic funds transfer services, also known as ACH services (the "ACH
Services "). In respect of all ACH Services payment transactions in your establishment, you will obtain standard
authorizations as required by the Regulations for all entries and shall retain these authorizations (or a reasonable facsimile of
the original items) for a period no less than two (2) years after the revocation or cessation of the authorization. You
understand that for all ACH Services Transactions entries to an account where the individual name does not match the
account information will be posted based on the account information provided in the ACH Services Transaction, not based on
the name, individual identification or other information provided in the entry. It is therefore Your responsibility to verify that
the individual signing the ACH Service debit or credit agreement is in fact entitled to use of the specified account. The
originating depositary financial institution ( "ODFI ") shall notify RevTrak and in turn RevTrak will notify You of any returns,
NSF, disputed items, reversals, fees, or notification of change entries received for You. This notification may be given by
phone, fax or internet report to Your authorized representative as identified on your Application for the Services. Upon
receipt of return of items with a return reason code of R07 (authorization revoked) or R10 (customer advises unauthorized),
RevTrak will cease transmission of said Transactions until a new authorization has been signed by the consumer (R07-
authorization revoked) or until corrections have been made or an authorization has been obtained (R10- customer advises
unauthorized). You will provide immediately available funds in your Account to offset any credit entries originated by You not
later than the date following notification. You will promptly provide immediately available funds to indemnify RevTrak and the
ODFI if any debit items are rejected after the ODFI has permitted You to withdraw immediately available funds, should funds
not be available in the Bank Account to cover the amount of the rejected items. If You discover that any entry You have
initiated was made in error, You must notify RevTrak of the error within 24 hours. In such case, RevTrak will utilize
reasonable efforts to initiate an adjusting entry or stop processing of any entry. Should RevTrak be unable to stop the entry
from posting, or if it is too late to withdraw the item from the ACH operator, being our supplier of ACH Services, You may
initiate a reversal file to correct the entry, as provided for and abiding by the Rules. Should a reversal be created for an
individual entry or entries, as opposed to a complete file reversal, the owner of the account upon which entries were made,
must be notified of the reversal no later than the settlement date of the reversing entry. Should a reversal be created for a
complete file reversal, You must advise RevTrak within five (5) Business Days of settlement. In the event that any entries are
rejected by the ACH for any reason, it shall be Your responsibility to remake such entries. Should the file be rejected due to
an error caused by the ODFI, the ODFI shall be responsible to remake the file. In such a case, You will supply sufficient
information, upon request, to allow the ODFI to recreate the entries for up to five (5) Business Days after midnight of the
settlement date. RevTrak reserve the right to require You to maintain a reserve balance with RevTrak or the ODFI to cover
any credit entries, returns, NSF, potential disputed items and reversals if we deem it necessary. Entries for standard
consumer Transactions will normally be settled to Your Account within five (5) legal business banking days. Non- standard
entries may require additional time before settlement and /or the establishment of a reserve account. The provisions of this
paragraph shall survive the termination of this Agreement in so far as they obligate You.
5. Authorizations
a. Except as otherwise provided in the Agreement, the Merchant shall request Authorization from RevTrak for the total
amount of a Card Transaction prior to completion of the sale and shall type or print the Authorization Code on every Sales
Draft for which Authorization is required. Merchant shall use its best efforts, by reasonable and peaceful means, to retain a
Card while making an Authorization request. If Merchant receives a negative response to its request for Authorization, the
Merchant must not complete the Card Transaction and must (i) pick up the Card by reasonable and peaceful means if
instructed by RevTrak; and (ii) notify RevTrak that the Card has been recovered and ask for further instructions.
b. In each case in which a Cardholder presents a Card, Merchant will complete the Transaction only if the signature on the
Sales Draft appears to be the same as the signature appearing on the Card (which signature may, but need not be, the name
embossed or printed on that Card), or if the Cardholder resembles the person depicted in any picture which appears on the
Card. If that identification is uncertain of if Merchant otherwise questions the validity of the Card, Merchant shall contact
RevTrak for instructions. Merchant must not require the Cardholder to sign a Sales Draft until the final amount of the Card
Transaction is entered on the Sales Draft.
c. Merchant may use Magnetic- Stripe- Reading Terminals ( "MRS Terminals ") to obtain Authorization and to capture Sales
Draft data for interchange by reading data encoded on either tracks 1 or 2 on the magnetic stripe of Cards in accordance with
the then current applicable Regulations. If Merchant completes a Card Transaction when (i) the Cardholder is present and
does not have his or her Card, (11) the Cardholder does not sign the Sales Draft, (iii) the signature on the Sales Draft or other
credit card paper is unauthorized as compared to the signature appearing on the panel of the Card, (iv) the photo on the Card
does not match the Cardholder; or (v) the signature panel on the Card is blank, Merchant shall be responsible for
Chargebacks and any other applicable losses, regardless of any Authorization Merchant may have received.
d. RevTrak will require Merchant to examine one or more Card security features prior to completing a Transaction and
Merchant shall comply fully and immediately with those requests.
e. RevTrak's authorization of any Card Transaction shall not excuse Merchant's performance of its other obligations under
the Agreement. MERCHANT ACKNOWLEDGES THAT AN AUTHORIZATION RECEIVED FROM OR THROUGH REVTRAK
INDICATES ONLY THAT THE ACCOUNT IS A VALID AND OPEN ACCOUNT AND THAT THE AMOUNT OF THE
REQUESTED CARD TRANSACTION IS AVAILABLE AS "OPEN TO BUY" ON THE ACCOUNT AT THE TIME THE
AUTHORIZATION IS GIVEN. REVTRAK'S AUTHORIZATION OF A CARD TRANSACTION DOES NOT CONSTITUTE A
WARRANTY, REPRESENTATION OR GUARANTEE THAT THE PERSON PRESENTING THE CARD IS THE RIGHTFUL
CARDHOLDER, OR AN UNCONDITIONAL PROMISE OR GUARANTEE BY REVTRAK THAT CREDIT WILL BE GIVEN
FOR THE SALES DRAFT WHEN DEPOSITED OR THAT IT WILL NOT BE CHARGED BACK TO MERCHANT'S
ACCOUNT.
6. Deposit of Sales Draft
a. Except as follows, Merchant (I) must deposit all Sales Drafts within three (3) Business Days after the applicable Card
Transaction date; and (ii) may not deposit or deliver a Sales Draft to RevTrak until the merchandise is delivered or shipped,
the services performed or the Cardholder has provided his or her consent to a recurring Card Transaction:
(1) Merchant may deposit sales Draft representing a deposit in a delayed delivery case, provided that proper disclosure of
immediate billing is given to the Cardholder at the time of the deposit Card Transaction. In this case, Merchant must deposit
the Sales Drafts within three (3) Business Days of the date of both the deposit and final payment.
(2) Merchant may request Authorization for a delayed presentment Card Transaction. If Authorization is given, the
Authorization number and the words "Delayed Presentment" shall be legibly noted on the Sales Draft and presentment shall
be made within the time period permitted for the delayed presentment.
(3) If Merchant is obligated by law to retain the Sales Draft or return if to a Cardholder upon timely cancellation, presentment
of the Sales Draft shall be made within ten (10) Business Days after the date of the Card Transaction.
(4) If the Merchant has multiple Locations and delivers Sales Drafts to RevTrak through a central office or facility, the time for
delivery of Sales Drafts shall be the time proscribed by the Regulations.
(5) That proper disclosure of the immediate billing is given to the Cardholder at the time of the Card Transaction (this
exception does not include the deposit of a Sales Draft representing only an estimate of services to be provided). In this
case, the Sales Draft Merchant may deposit a Sales Draft representing the prepayment of services, provided shall be
deposited within three (3) Business Days of the Card Transaction date.
(6) Merchant may deposit a Sales Draft representing full prepayment of custom- ordered goods (manufactured to the
Cardholder's specifications), provided that the Cardholder has been advised of the immediate billing.
b. All Sales Drafts and Adjustments of Credit Drafts presented by Merchants who do not provide electronic transmission of
credit Card Transaction data shall be enclosed in an envelope together with a deposit transmittal or merchant summary card.
Each deposit transmittal card shall be completed by Merchant to show the "net deposit amount," that is, the total amount of
Sales Drafts less the total amount of Adjustments of Credit Drafts.
c. Merchant may not deposit any Sales Draft for a Card Transaction that was previously chargedback to Merchant,
irrespective of Cardholder approval.
d. Merchant may not deposit a Sales Draft resulting from any Card Transaction involving a Card between a Cardholder and
another entity.
e. If Merchant has multiple Locations in a city, Merchant must deliver all Sales Drafts in such a manner that RevTrak is able
to identify the Card Transactions originating at each respective Location.
f. Permissible time periods for deposit of Sales Drafts shall include the date of the Card Transaction and the date of receipt
by RevTrak.
g. Merchant shall not deposit a Sales Draft or Adjustment or Credit Draft which Merchant knows or should have known to be
either fraudulent or not authorized by the Cardholder.
7. Credit to Merchant; Holds on Merchant Account
a. As a financial accommodation to Merchant, RevTrak shall credit Merchant's Bank Account for Sales Drafts deposited by
Merchant, subject to set -offs and /or revocations for Fees, Chargebacks, fines and penalties for Chargebacks or Merchant's
failure to comply with the Agreement. This extension of credit shall generally be given the next Business Day following the
date the Sales Drafts are deposited but may be delayed so long as is necessary to evaluate the legitimacy of the Sales Drafts
within local law or banking regulation. The merchant is responsible for notifying RevTrak in writing within 60 days of any
errors on their account.
b. TO SECURE THE EXTENSION OF CREDIT AND MERCHANT'S OBLIGATIONS UNDER THIS AGREEMENT
INCLUDING, WITHOUT LIMITATION, MERCHANT'S OBLIGATION TO PAY CHARGEBACKS, MERCHANT GRANTS TO
REVTRAK, TO THE EXTENT PERMITTED BY LAW, A SECURITY INTEREST IN ITS DEPOSITED SALES DRAFTS AND
ALL FUNDS MAINTAINED IN MERCHANT'S ACCOUNT(S). IF REVTRAK, IN ITS SOLE DISCRETION, DETERMINES
THAT THERE IS A REASONABLE POSSIBILITY THAT SALES DRAFTS DEPOSITED BY MERCHANT WILL BE
CHARGED BACK, REVTRAK MAY PLACE A HOLD ON MERCHANT'S ACCOUNT(S) TO RETAIN AN AMOUNT
SUFFICIENT TO COVER THE AMOUNT OF SUCH CHARGEBACKS. REVTRAK SHALL PROMPTLY NOTIFY MERCHANT
OF SUCH AN ACTION AND MERCHANT SHALL, UPON RECEIPT OF THAT NOTICE, SUPPLY ANY ADDITIONAL
FUNDS NECESSARY TO COVER OUTSTANDING ITEMS IN MERCHANT'S ACCOUNT(S). REVTRAK SHALL NOT BE
LIABLE FOR THE DISHONOR OF ANY ITEM AS THE RESULT OF A HOLD BEING PLACED ON MERCHANT'S
ACCOUNT(S). ALL UNUSED AND RETAINED FUNDS FROM MERCHANT'S ACCOUNT(S) SHALL BE RETURNED TO
MERCHANT AFTER THE EXPIRATION OF THE APPLICABLE CHARGEBACK PERIOD, AS DETERMINED BY THE
REGULATIONS, AND AFTER MERCHANT HAS MET ALL OF ITS OBLIGATIONS TO REVTRAK UNDER THE
AGREEMENT.
8. Adjustments of Credit Drafts
a. The refund or adjustment indicated on an Adjustment of Credit Draft must relate to a previously completed Card
Transaction with Merchant and may not exceed the original Card Transaction amount. Each Adjustment of Credit Draft shall
contain in legible form (i) Merchant name and address; (ii) the name and account number embossed on the Cardholder's
Card; (iii) the interbank number (if applicable); (iv) the date of the credit represented by the Adjustment of Credit Draft; (v)
identification of the original Card Transaction; (vi) a description of the merchandise or services for which credit is being given;
(vii) the amount of credit for each item; (viii) applicable taxes, if any; (ix) the initials of the persons completing ad approving
the Adjustment of Credit Draft; and (x) Merchant's signature.
b. Merchant shall give the Cardholder a true copy of the fully completed Adjustment or Credit Draft at the time of the
Adjustment of Credit Draft Transaction. Merchant shall present Adjustments of Credit Drafts to RevTrak within the same time
limit in which sales Drafts are presented under the Agreement, provided that Adjustment of Credit Drafts for Merchants with
multiple Locations which present Adjustments to Credit Drafts through a central office shall deposit each Adjustment to Credit
Draft within nine (9) calendar days of the Date of the Adjustment of Credit Draft Transaction. Merchant only may deposit
adjustment of credit drafts which relate to Sales Draft previously deposited with RevTrak. Upon receipt of the Adjustment of
Credit Drafts, RevTrak will debit Merchant's Account for the amount shown thereon and transmit the Adjustments of Credit
Drafts for credit to the Cardholder by the Issuer of the applicable Card.
c. Notwithstanding the foregoing, Merchant may limit its acceptance of returned merchandise or establish a policy to make
price adjustments for any Card Transaction, provided that proper disclosure is made in accordance with applicable law and
purchased merchandise or services are delivered to the Cardholder at the time the Card Transaction takes place. In the
absence of a controlling statutory or regulatory requirement, proper disclosure by Merchant shall be determined to have been
given at the time of the Card Transaction if the following words are, or similar wording is, legibly printed on all copies of the
Sales Draft, in letters approximately 1 /4 inch high and in close proximity to the space provided for the Cardholder's signature
or invoice being presented to the Cardholder for signature:
(i) "NO REFUND" — if Merchant does or will not accept merchandise in return or exchange and does or will not issue a refund
to the Cardholder;
(ii) "EXCHANGE ONLY" — if Merchant does or will only accept merchandise in immediate exchange for similar merchandise
of a price equal to the amount of the original Card Transaction;
or
(iii) "IN STORE CREDIT ONLY" — if Merchant does or will accept merchandise in return and deliver to the Cardholder a credit
for the value of the merchandise returned which may be used only at Merchant.
d. Merchant may, if permitted by applicable law, stipulate special circumstances agreed to by the Cardholder (e.g., late
delivery, delivery charges, insurance charges or restocking charges) as terms of the Card Transaction, but under no
circumstances shall a surcharge be assessed for the use of a Card. If special circumstances are agreed to by the
Cardholder, the Sales Draft must describe such special circumstances in the manner set forth in subsection 9(c) above.
e. Merchant shall not accept money from a Cardholder to prepare and deposit an Adjustment of Credit Draft for the purpose
of effecting a deposit to the Cardholder's account with the Issuer of the applicable Card.
9. Adjustments and Chargebacks
a. RevTrak may refuse to accept or may revoke its acceptance of any Card Transaction, or the electronic transmission
thereof if applicable, and may, without prior notice to Merchant, debit, charge or credit (as appropriate) Merchant's Account in
the corresponding amount, in any of the following instances:
(1) The merchandise or services covered by the Card Transaction are returned or rejected, whether or not reported to
RevTrak by Merchant.
(2) The Cardholder disputes any aspect of the Card Transaction, including the sale, quality, fitness or delivery of
merchandise or the performance or quality of services covered by the Card Transaction.
(3) The merchandise or services are not delivered or performed.
(4) Any set off or counterclaim exists in favor of the Cardholder against Merchant that may be asserted in defense of an
action for payment.
(5) Any information required to be included on the Sales Draft or Adjustment of Credit Draft is lacking, illegible or incorrect.
(6) The Card Transaction was completed prior to any required Authorization.
(7) The Cardholder alleges that the Sales Draft or Adjustment of Credit Draft was drawn or signed improperly.
(8) The Sales Draft is executed, accepted or endorsed incorrectly or fraudulently.
(9) The Sales Draft or Adjustment of Credit Draft was not completed, presented, or notified electronically by Merchant in
accordance with the provisions of the Agreement.
(10) The Card Transaction or extension of credit was in violation of any applicable laws or regulation (federal, state, municipal
or otherwise) or of a Card Association's Regulations.
(11) The Card used in the Card Transaction is a counterfeit, invalid, voided, expired, revoked or stolen card.
(12) A Card Association or Issuer generated the Chargeback.
(13) A Card Association grants the Cardholder a right to dispute the Card Transaction.
(14) The Card used in the Card Transaction had expired prior to the transaction date of such Card Transaction, or the Card
validation date was after the date of such Card Transaction.
(15) The related Card Transaction was not made with respect to the sale of merchandise or services by Merchant.
(16) The original or microfilm copy of the Sales Draft cannot be produced by Merchant at RevTrak's request within the time
limit specified by a Card Association.
(17) RevTrak is unable to present a Sales Draft or Adjustment to Credit Draft for collection pursuant to a Card Association's
Regulations or a Sales Draft or Adjustment to Credit Draft is rejected or charged back to RevTrak by a Card Issuer pursuant
to Card Association Rules and Regulations.
(18) Regardless of whether Merchant obtained an Authorization, (i) the Cardholder is present at the time of the Card
Transaction and does not have his or her Card; (ii) the Cardholder does not sign the Sales Draft; (iii) the signature on the
Sales Draft does not match the signature appearing on the signature panel of the Card; or (iv) the signature panel of the Card
is blank.
(19) The Card Transaction was an Unacceptable Transaction or the circumstances surrounding the Card Transaction
constitute a breach of any of the terms of the Agreement or the Regulations.
b. If Merchant's ratio of counterfeit, fraud or other Chargeback volume to total Card sales volume exceeds a Card
Association's standards, any subsequent counterfeit or fraud Transactions or other Chargeback volume will be eligible for
Chargeback by the Card Issuer to Merchant, via RevTrak. If Merchant has multiple locations, this will apply to each location
independently. In addition, if Merchant is found by RevTrak or any Card Association to have an excessive ratio of counterfeit
or fraudulent Card Transactions, Merchant shall initiate a control program approved by an applicable Card Association and /or
RevTrak, including without limitation, utilization of POS terminals that read and display the account number encoded in the
magnetic strip. If Merchant refuses to do so or ceases doing so after instituting such a program, or if excessive counterfeit or
fraudulent activity continues, then RevTrak, or any Card Association may declare Merchant in violation of this section and
immediately terminate the Agreement. In addition, for each one month period that the total number of Chargebacks resulting
from Card Transactions deposited by Merchant exceeds two percent (2 %) of the total of Card Transactions deposited by
Merchant in the same one month period, Merchant shall pay RevTrak $10.00 for each such Chargeback above the two
percent (2 %) level.
10. Payment Card Industry Security Requirements
Merchant agrees to be compliant with the standards set forth by the Payment Card Industry ( "PCI ") Security Standards
Council, as amended by the PCI from time to time.
a. Visa, MasterCard and other card issuers have implemented a program to ensure the protection of Cardholder data,
whether processed or stored, through a program of validation and compliance. Known as PCI, information about the program
and specific requirements can be obtained at www.visa.com /cisp and www.pcisecuritystandards.org. The program is
comprised of 12 major requirements:
1. Install and maintain a firewall configuration to protect data
2. Do not use vendor- supplied defaults for system passwords and other security parameters
3. Protect stored data
4. Encrypt transmission of Cardholder data and sensitive information across public networks
5. Use and regularly update anti -virus software
6. Develop and maintain secure systems and applications
7. Restrict access to data by business need -to -know
8. Assign a unique ID to each person with computer access
9. Restrict physical access to Cardholder data
10. Track and monitor all access to network resources and Cardholder data
11. Regularly test security systems and processes
12. Maintain a policy that addresses information security
b. Merchant authorizes RevTrak and its agents to periodically scan the merchant's Web Store for vulnerabilities to maintain
compliance with applicable laws, industry regulations and best practices. Where applicable, Merchant agrees to use the tools
supplied by RevTrak to perform a PCI Self Assessment Questionnaire (SAQ) on an annual basis.
c. In the event of a security intrusion, Merchant agrees to notify Bank immediately and to fully cooperate with a third party
approved PCI assessor and /or representative to conduct a thorough security review and validate compliance with the PCI
Data Security Standards ( "PCIDSS ") for protecting Cardholder data;
d. Merchant is responsible for the security of Cardholder data in its possession;
e. Bank, Merchant and each payment card brand have ownership of Cardholder data and may use such data ONLY for
assisting these parties in the completion of Transactions, supporting a loyalty program, providing fraud control services, or for
other uses specifically required by law;
f. In the event this Agreement is terminated by any of the parties, each party agrees to continue to treat account holder data
as confidential;
g. Immediately notify Visa USA Risk Management, through its acquirer, of the use of a Merchant Servicer; and
h. Ensure the Merchant Servicer implements and maintains all of the security requirements, as specified in the PCI program.
11. Display of Service Marks, Advertising and Promotional Materials
a. Merchant shall prominently display at each Authorized Location any service marks, identification logos and any other
promotional materials (collectively, the "Service Marks ") any Card Association furnishes to Merchant to alert Cardholders
which Cards will be honored at Merchant's places of business, provided that this requirement shall not apply to private clubs
or others who do not deal with the public at large or any other class of merchant designated by a Card Association. The
Service Marks for each Card Association must be at least the dimension of and as prominent as any other card program
mark or logo displayed.
b. Merchant may use the Service Marks only to indicate that Cards are accepted by Merchant for payment and shall not state
or imply that RevTrak or any Card Association endorses any merchandise or services of Merchant, nor use the Service
Marks in a manner as to create the impression that merchant's merchandise or services are sponsored, produced by,
affiliated with, offered or sold by any Card Association.
c. Merchant shall not refer to RevTrak or any Card or Card Association in stating eligibility for Merchant's merchandise,
services or membership.
d. Merchant's use of the Service Marks of any Card Association shall be governed by the Regulations of such Card
Association.
e. Except as provided in Section 12(g) below, Merchant shall not use any Service Marks of RevTrak or any Card Association
in any direct mail solicitation without prior written approval of RevTrak or such Card Association.
f. Merchant shall provide the highest standard of customer service and merchandise quality and shall not take any action
which would cause the name or Service Marks of RevTrak or any Card Association to be disparaged.
g. Merchant's right to use or display the Service Marks shall continue so long as this Agreement remains in effect unless
RevTrak directs that such use or display cease. Merchant acknowledges that the Service Marks are the property of RevTrak
or the applicable Card Association and Merchant shall not infringe upon the Service Marks. Merchant shall not use the
Service Marks on its stationary, letterhead, envelopes, or the like nor in its solicitations provided, however, that Merchant may
use one of the Service Marks in close proximity to the payment or enrollment space in a solicitation of a size not to exceed 1
1/4 inches in horizontal length if a logo is employed, or, if a Service mark text is used, in type not to exceed the size of the type
used in the major portion of the text on the same page; provided further that the legend, "Accepted for Payment" must
accompany the Service Provided used and must be the equivalent size of the Service Mark. In no case, however, shall
Merchant use any of the Service Marks on the front or first page of its solicitations. One truthful statement that Merchant is
directing or limiting its solicitation to Cardholders may appear in the body of the solicitation, other than in close proximity to
the payment or enrollment space, subject to the limitation that (1) only a word Service Mark may be used; (2) the Service
Mark may not (I) exceed in type size the size of any other type on the same page, (ii) differ in color from the type used in the
text (as differentiated from the titles) on the same page, (iii) be as large and as prominent as the name of Merchant, (iv) be
the first item appearing on any page, nor (v) in any other way be the most prominent element of the page; (3) Merchant's
name and/or logo must appear prominently on the same page as the Service Mark; and (4) the applicable following
disclaimer must appear in close proximity to the Service Mark on the same page and in an equal size and type of print:
"MasterCard International Incorporated is not affiliated in any way with [Merchant] and has not endorsed or sponsored this
offer." Or "VISA U.S.A. International is not affiliated in any way with [Merchant] and has not endorsed or sponsored this offer."
Or "MasterCard International and VISA U.S.A. International are not affiliated in any way with [Merchant] and have not
endorsed or sponsored this offer."
12. Records; Confidentiality
a. Merchant agrees to preserve copies of all Sales Drafts and Adjustments of Credit Drafts for at least the longer of (i) three
years from the transaction dates of such items, (ii) such period of time as may be required by the applicable Card Association
or Networks, as applicable, and (iii) such period of time as may be required by applicable law or the rules or regulations of
any governmental agency, Federal, state or municipal or otherwise. Merchant hereby assumes all liability (including the
liability for any resulting Chargebacks) should it fail to so preserve Sales Drafts and Adjustments of Credit Drafts. In addition,
Merchant agrees, that should RevTrak request from Merchant a copy of any Sales Draft or Adjustment of Credit Draft within
three years of the date of the Transaction, Merchant shall deliver to RevTrak, not later than five (5) Business Days after a
request is made, a copy of such Sales Draft or Adjustment of Credit Draft. If Merchant does not provide said copy within five
(5) days, RevTrak is authorized to debit or charge Merchant's Account for the amount of such sales Draft or Adjustment of
Credit Draft. The Merchant of any agent of Merchant must not retain or store magnetic strip data subsequent to Authorization
of a Card Transaction.
b. RevTrak, any Card Association or the duly authorized representatives of any of those entities may, without prior notice,
visit Merchant's business premises and may examine that part of the books and records of Merchant pertaining to Merchant's
practices regarding Card Transactions, including, without limitation, Merchant's books and records concerning the Sales
Drafts and Credit Drafts previously deposited. These entities may also examine, verify, audit and copy at any reasonable
time, all records of Merchant pertaining to Sales Draft and Credit Drafts previously deposited. Merchant acknowledges and
agrees that from time to time RevTrak may obtain credit and other information on Merchant from others and that RevTrak
may furnish information on Merchant's relationship with RevTrak and RevTrak's experience with Merchant to others seeking
such information, including credit bureaus.
c. Merchant shall not sell, purchase, provide, exchange or disclose a Cardholder's account information or other personal
information to third parties in any form including, but not limited to, imprinted Sales Drafts or Adjustment of Credit Drafts,
carbon copies of imprinted Sales Drafts or Adjustment of Credit Drafts, mailing lists, tapes or other media obtained by reason
of a Card Transaction, other than (i) to the Merchant's agents for the purpose of assisting Merchant in completing the Card
•
Transaction; (ii) to RevTrak or a Card Association, as applicable; and (iii) as specifically required by law. Merchant and
Merchant's authorized agent 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 such as Card imprints, Sales Drafts
and Credit Drafts, car rental agreements and carbons.
13. Events of Default
An "Event of Default" shall mean the occurrence or existence of one or more of the following events or conditions,
whatever the reason for such Event of Default and whether voluntary, involuntary or effected by operation of law: (a)
Merchant fails to pay any obligation under this Agreement to Processor when due; (b) any representation or warranty
made by Merchant under this Agreement, the Fee Schedule or any financial statement, certificate, report, exhibit or
document required to be furnished by Merchant to Processor pursuant to this Agreement shall prove false or misleading in
any material respect as of the time when made, including any omission of material information necessary to make such
representation, warranty or statement not misleading or the failure to provide required information; (c) Merchant shall
default in the performance or observance of any covenant, agreement or duty under this Agreement or any Association
Regulation; (d) Merchant is no longer allowed by a Card Association to accept their Cards as payment or Merchant's
name appears on a Card Association's terminated merchant file; (e) Processor reasonably concludes that any criminal,
fraudulent, unauthorized or suspicious activity has occurred or is imminent with respect to Merchant's acceptance of
bankcards or Merchant's performance under this Agreement; (f) there is an unexplained material change in Merchant's
processed volume, average ticket size or mode of sale; (g) Processor reasonably concludes that there exists a risk of an
abnormal level of Chargebacks or that Merchant may not fund Chargebacks, Fees or other charges as they occur; (h)
Merchant has defaulted on any obligation for borrowed money and the effect thereof may permit the holder of such
indebtedness to accelerate the time when repayment is due; (i) there is an adverse material change in Merchant's
business, operations, financial condition, properties, assets or prospects; (j) one or more judgments against Merchant for
the payment of money remain undischarged, unsatisfied or unstayed for a period of 45 consecutive days; (k) Merchant's
lender takes possession of Merchant's inventory; (I) a writ or warrant of attachment, garnishment, execution, distraint or
similar process shall have been issued against Merchant or any of its assets; (m) a proceeding shall have been instituted
with respect to Merchant (1) seeking an order for relief or a declaration entailing a finding that Merchant is insolvent or
seeking a similar declaration or finding, or seeking dissolution, winding up, charter revocation or forfeiture, liquidation,
reorganization, arrangement, adjustment, composition or other similar relief with respect to Merchant, its assets or its
debts under any law relating to bankruptcy, insolvency, relief of debtors or protection of creditors, termination of legal
entities or any other similar law now or hereafter in effect, or (2) seeking appointment of a receiver, trustee, custodian,
liquidator, assignee, sequestrator or other similar official for Merchant or for all or any substantial part of its assets; or (n)
Merchant shall become insolvent, shall become generally unable to pay its debts as they become due, shall voluntarily
suspend transaction of its business, shall make a general assignment for the benefit of creditors, shall institute a
proceeding described in subsection (m)(1) above, or shall consent to any such order for relief, declaration, finding or relief
described therein, shall institute a proceeding described in subsection (m)(2) above, or shall consent to any such
appointment or to the taking of possession by any such official of all or any substantial part of its assets, shall dissolve,
windup, revoke or forfeit its charter (or other constituent documents) or liquidate itself or any substantial part of its assets,
or shall take any action in furtherance of any of the foregoing.
Merchant shall notify Processor in writing immediately upon becoming aware of an Event of Default or an event which,
with the passing of time or the giving of notice, or both, would constitute an Event of default.
14. Remedies upon Event of Default.
Upon the occurrence of any Event of Default, Processor may employ any or all of the following remedies it deems
appropriate: (a) terminate this Agreement immediately upon notice to Merchant; (b) without prior notice to Merchant, refuse to
accept or revoke acceptance of any Sales Draft or Credit Draft, or the electronic transmission thereof if applicable, received
by Processor on or at any time after the occurrence of any Event of Default; (c) without prior notice to Merchant, debit
Merchant's Bank Account in an amount equal to any amount then owed to Processor; (d) establish a reasonable reserve
using Merchant funds in Processor's possession to cover foreseeable Chargebacks, Cardholder credits or Fees; (e) increase
the Fees payable by Merchant hereunder commensurate with the increased risk; (f) require Merchant to deposit, as cash
collateral, such amounts as Processor may require to secure Merchant's obligations hereunder; (g) report to one or more
credit reporting agencies any outstanding Merchant or guarantor indebtedness to Processor; or (h) take such other action as
may be permitted by law.
15. Change in Merchant's Business.
Merchant shall submit Transactions for approval only for the product or products listed in the Application. Merchant shall
not submit Bank Card Transactions for any product, including goods and services, not previously approved in writing by
the Processor.
16. Credit Inquiries; Reporting; Financial Statements.
Merchant authorizes Processor to make any credit inquiries they consider necessary to accept or to renew their acceptance
of this Agreement. Merchant also authorizes any person or credit reporting agency to compile information to answer such
credit inquiries and to furnish such information to Processor. Merchant agrees to provide to Processor such financial
statements or other information concerning Merchant's business or operations as may be requested by Processor from time
to time, in appropriate detail, promptly upon request by Processor. Upon request by Processor, Merchant shall furnish to
Processor, within 120 days after the end of Merchant's fiscal year, an audited financial statement of profit and loss for such
fiscal year and an audited balance sheet as of the end of such fiscal year. Processor may, at their discretion, accept
unaudited financial statements.
17. RevTrak Site
For the Term, RevTrak grants to Merchant an exclusive, non - transferrable license to use the Site (the "License "). Under no
circumstances shall the Merchant permit the Site to be used by any third party nor shall it use the Site for any purpose other
than procuring the Services. RevTrak makes no representation or warranty that the Site will perform uninterrupted or error -
free. The Site will be subject to periodic maintenance during which it will not be accessible to Merchant; RevTrak will provide
Merchant with advance notice of such outages where practicable. Notwithstanding the License, the Site, and all software
programs, components, source code or other elements thereof shall, at all times, remain the sole and exclusive property of
RevTrak. Merchant may not itself or permit any third party to access, copy, de- compile or otherwise use the Site or any part
thereof except for the purposes expressly permitted herein. RevTrak may suspend access to the Site if it determines that not
doing so would expose RevTrak, Member Bank the Merchant or any other party to excessive security or reputational risk.
Nothing in this Agreement shall prevent RevTrak from supplying web sites that are substantively similar or even identical to
the Site to third parties, provided that such third parties shall have no access to Merchant information or information
concerning Cardholders or Card Transactions of the Merchant. Merchant may not assign the License to any third party. The
restrictions set out in this provision shall apply to the Site and all material related thereto, such as, for example purposes only,
manuals, instructions and other documentation.
Addendum "A"
(Capitalized terms in this Addendum are as they appear in the Visa Regulations)
Visa U.S.A. Inc. Operating Regulations pertaining to Electronic Commerce Transactions
A merchant must display the following on the Merchant's Web Site:
• Its consumer data privacy policy
• Its security method for the transmission of payment data
• The address of the Merchant Outlet's Permanent Establishment, including the Merchant Outlet country
All Transactions must use a secure Transaction method such as:
• Secure Sockets Layer (SSL)
• 3 -D Secure
Addendum "B"
(Capitalized terms in this Addendum are as they appear in the Visa Regulations)
Returned Merchandise, Cancellation, and Adjustments Merchant Responsibilities
A Merchant must provide a credit refund or price adjustment by delivering a Credit Transaction Receipt to the Member that
received the related Transaction Receipt representing the original purchase. The only exception is an Airline or other carrier,
if required by law or applicable tariff.
The Merchant may provide the following alternate forms of credit:
• Cash refund to the Cardholder, for a Small Ticket Transaction
• Cash refund to the Cardholder, for a No Signature Required Transaction
• Cash refund, Credit Transaction Receipt, or other appropriate form of credit to the recipient of a gift purchased as a
Mail /Phone Order Transaction, instead of to the Cardholder
• Cash refund or in -store credit for a Visa Prepaid Card Transaction if the Cardholder states that the Visa Prepaid Card
has been discarded.
• The refund or adjustment must not exceed the original Transaction amount. The Merchant may limit its acceptance of
returned merchandise or establish a policy to make price adjustments, if the Merchant: In a Face -to -Face
Environment, delivers the purchased goods or services to the Cardholder at the time of the Transaction
Refund Policy Disclosure must be displayed by the Merchant in letters approximately 0.25 inches high, near the Cardholder
signature area on a Sales Draft.
Refund Policy Disclosure —Mail Order Merchant
A mail order Merchant must include disclosure of its refund policy on the Order Form, invoice, or contract.
Refund Policy Disclosure— Electronic Commerce Merchant
An Electronic Commerce Merchant Web Site must communicate its refund policy to the Cardholder.
The terms and conditions of the purchase must be displayed:
• On the same screen view as the checkout screen used to present the total
purchase amount or
• Within the sequence of Web pages the Cardholder accesses during the checkout
process
Special Circumstances
A Merchant may, with Cardholder approval and if permitted by local law, identify terms for special circumstances (such as
late delivery, delivery charges).
The Merchant must print any special terms on the Transaction Receipt.
Addendum "C"
Merchant Requirements: Electronic Commerce Transactions
(Capitalized terms in this Addendum are as they are defined in the MasterCard Regulations)
Each Merchant must:
a. clearly display a mailing address, and a contact telephone number or e-mail address, for customer queries resulting from
electronic commerce Transactions. This information may be displayed on any page within the Merchant's Web site, but must
be readily accessible to a Cardholder, and remain displayed for at least ninety (90) calendar days after the last day on which
a Transaction was performed;
b. name and format the UCAF hidden fields in accordance with the MSG and technical specifications of the Organization;
c. have the capability to accept PANs between thirteen (13) and nineteen (19) digits in length;
d. populate a hidden form field (the UCAF Brand field) on its purchase page to signify that the Merchant accepts Maestro as
a method of payment. This allows the wallet to "wake -up." Refer to the MSG for further information;
e. ensure that the order confirmation section of the Merchant's Web page contains UCAF hidden fields that are not visible to
the Cardholder, but which are readable by the Issuer Wallet Server (IWS). Refer to the MSG for further information;
f. provide a function for Cardholders to confirm a purchase on the Web site. This confirmation function must be provided
before the sale has been completed and any charges levied;
g. display a receipt page, after the Cardholder confirms a purchase. The display of the receipt on the screen must be
printable;
h. ensure that information provided on any e-mail acknowledgement of the Cardholder's order is in compliance with all other
requirements for a Transaction receipt. Refer to receipt requirements later in this chapter for further information;
i. not request an Authorization until the goods or services are ready to be dispatched.
j. ensure that the Transaction amount used in the Authorization message matches the value of the goods in an individual
shipment, including any additional charges for posting and packing etc.;
k. ensure that the combined amount of all shipments does not exceed the total amount agreed with the Cardholder. The
Merchant must send an e-mail notification to the Cardholder explaining that the order will be sent in more than one shipment,
and that a payment will be requested for each shipment;
1. ensure that the Cardholder is advised if, as a result of Multiple or Partial Deliveries the original price is exceeded or the total
completion of the order has taken more than thirty (30) calendar days from the time the Cardholder placed the order. The
Merchant will then be required to make a new purchase order for the additional amount and, if appropriate, include the
revised delivery date. This new Transaction must be authorized and processed in accordance with the Rules and technical
specifications of the Organization.
Security Policy for RevTrak Clients
RevTrak is committed to the secure operation of the systems used to operate your stores. Our systems are
regularly tested to ensure that they meet all applicable Payment Card Industry standards and best practices. We
recommend that you establish and disseminate this Security Policy to personnel who access RevTrak systems.
RevTrak will review this policy at least annually and notify you of any changes.
• Do not allow PAN's (i.e. Primary Account Number — the 16 -digit number printed on the front of a
payment card) to be distributed via unencrypted messaging technologies (e.g. e-mail, Instant
Messenger, etc.)
• For any system where RevTrak systems are accessed, install Anti -Virus software.
o The Anti -Virus Software should be set to automatically update.
o Choose Anti -Virus software that defaults to automatic updates and scans (most do — contact
RevTrak Customer Support (888) 847 -9885 for additional guidance.)
o Choose Anti -Virus software that logs at least a full year of data (most do — contact RevTrak
Customer Support (888) 847 -9885 for additional guidance.) Be certain the feature is always
enabled.
• All systems used to access RevTrak systems should be regularly patched to protect them from known
vulnerabilities.
o "Windows Update" is the mechanism for the Windows Operating System -- other systems often
use similar mechanisms.
o Critical security patches should be installed within 30 -days of their release.
• All cardholder hardcopy data should be destroyed once it is no longer needed. Only in the case of a
phone or mailed order should this occur. Note that the best practice for a phone order is to enter it
directly into the RevTrak Web Store, and not to write the payment card information on paper.
o The hardcopy materials should be destroyed (e.g. shredded, incinerated, pulped, etc.) such that
reconstruction is not practically possible.
o Any materials that are not immediately destroyed (e.g. are placed in a to -be- shredded
container), need to be secured.