Okaloosa County BOCC — October 5, 2013 — PayPros Merchant Application and Agreement with Addenda — reading text

Cardholder's signature on the Sales Draft as you would in a face-to-face transaction, you will assume all risk associated with accepting a mail/telephone/Internet or other Card Not Present transaction. 6 Settlement of Card Transactions 6.1 We will only be required to settle Card transactions for Card types specified in your Application. Promptly after presentment of Sales Drafts pursuant to the Operating Procedures, we will initiate a transfer of the applicable settlement funds to you. All settlements for Visa, MasterCard and Discover Network Card transactions will be net of Credits/refunds, adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you. We may also set off from any payments otherwise due, any amounts owed to our affiliates (and/or affiliates of Bank) whether or not arising out of or related to this Agreement. All Credits to your Settlement Account or other payments to you are provisional and are subject to, among other things, our final audit, Chargebacks (including our related losses), fees and fines imposed by the Associations. You agree that we may debit or credit your Settlement Account for any deficiencies, overages, fees and pending Chargebacks, or may deduct such amounts from settlement funds due to you. Alternatively, we may elect to invoice you for any such amounts, net due thirty (30) days after the invoice date or on such earlier date as may be specified. 6.2 We will not be liable for any delays in receipt of funds or errors in debit and credit entries caused by third parties including but not limited to any Association or your financial institution 6.3 In addition to any other remedies available to us under this Agreement, you agree that should any Event of Default (see section 19 of this Merchant Agreement) occur, we may, with or without notice, change processing or payment terms and/or suspend Credits or other payments of any and all funds, money and amounts now due or hereafter to become due to you pursuant to the terms of this Agreement, until we have had reasonable opportunity to investigate such event. 6.4 The “Combined Estimated Monthly Volume” and “Estimated Highest Ticket/Sales Amount” appearing on your Merchant Application and Agreement is the maximum monthly transaction volume and maximum Sales Draft amount that you are permitted to submit to us. If you exceed these amounts, we may hold your funds and/or interrupt or terminate © 2008 Payment Processing inc. All rights reserved. Page 2 of 8 Services. Any request for an increase to these amounts is contingent upon our prior written approval. 7 Exclusivity. During the term of this Merchant Agreement, you shall use us as your exclusive provider of all Services unless we have otherwise specifically agreed in writing. 8 Fees; Adjustments; Collection of Amounts Due 8.1 You shall be charged fees for the Services, which shall be calculated and payable pursuant to this Merchant Agreement and any additional pricing supplements. You agree to pay any fines imposed on us by an Association or Debit Card network resulting from Chargebacks and any other fees or fines imposed by an Association with respect to your acts or omissions. 8.2 Discount Rates are charged on all sales and refunds. All Discount Rates will be deducted daily. 8.3 You acknowledge that for Visa, MasterCard and Discover Network transactions, we will process your Card transactions at the Qualified Discount Rate only when your transactions meet certain criteria set by the applicable Association and us. When your Card transactions fail to meet those qualification criteria, we will process your transactions at the higher Non-Qualified Discount Rate (or, in certain circumstances, at an intermediate Mid-Qualified Discount Rate) indicated in this Merchant Application and Agreement. The current requirements for the Qualified Discount Rate and, if applicable, the Mid- and Non-Qualified Discount Rates will be sent to you upon acceptance of your application and are also available for your review by asking your sales representative, calling customer service, or online at www.Mymerchantoffice.com (registration required). 8.4 The fees for Services set forth in this Agreement may be adjusted to reflect increases or decreases by Associations in interchange, assessments and other Association fees or to pass through increases charged by third parties for online communications and similar items. All such adjustments shall be your responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association or third party. 8.5 Subject to section 16.1, we may also increase the rates and/or fees for Services for any other reason by notifying you twenty (20) days prior to the effective date of any such change 8.6 If you receive settlement funds by wire transfer, we may charge a wire transfer fee per wire. 8.7 All authorization fees will be charged for each transaction that you attempt to authorize. All capture fees will be charged for each transaction that you transmit to us for settlement. 9 Electronic Funding 9.1 To the extent the Automated Clearing House (ACH) settlement process is used to effect debits or credits to your Settlement Account, you agree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as in effect from time to time. You hereby authorize us to initiate credit and debit entries and adjustments to your account through the ACH settlement process and/or through direct instructions to the financial institution where your Settlement Account is maintained for amounts due under this Agreement and under any agreements with us or our affiliates for any related services, as well as for any credit entries in error. You hereby authorize the financial institution where your Settlement Account is maintained to effect all such debits and credits to your account. This authority will remain in full force and effect until we have given written notice to the financial institution where your Settlement Account is maintained that all monies due under this Agreement and under any other agreements with us or our affiliates for any related services have been paid in full. 9.2 After you submit sales and Credit Drafts, you will receive settlement funds through ACH Credit. We will initiate a transfer of such applicable settlement funds through ACH to your Settlement Account. Settlement by ACH Credit generally will take place the second banking day after we process the applicable Card transactions. Settlement funds will be net of discount and all other amounts then due from you 9.3 If you believe any adjustments should be made with respect to your Settlement Account, you must notify us in writing within forty-five (45) days after any debit or credit is or should have been effected. If you notify us after such time period, we may, in our discretion, assist you, at your expense, in investigating whether any adjustments are appropriate and whether any amounts are due to or from other parties, but we shall not have any obligation to investigate or effect any such adjustments. Any ppi0408tc Payment Processing Inc., is a registered ISO/MSP for Wells Fargo Bank, N.A., Walnut Creek, CA. an FDIC insured bank. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. voluntary efforts by us to assist you in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 9.4 If after your account has terminated, you fail to instruct us as to where to transmit funds that we are holding and that are due to you, we may deduct from those funds our reasonable costs associated with the maintenance of such funds on a monthly basis. 9.5 The following is a partial list of reasons for other debits to your Settlement Account. We may add to this list as required: a) Association fees, charges and fines assessed as a result of your transactions; b) currency conversion errors; c) fees and Chargebacks not previously charged; and d) deposits posted in error. For additional reasons, refer to your Operating Procedures. 10 Other Entitlements 10.1 American Express is subject to separate approval—rates and fees as stated in your Merchant Application and Agreement are based on Merchant type and estimated volume and are subject to change. A Discount Rate will be collected by American Express. A $7.95 Monthly Fee is mandatory for all American Express mail order, telephone order, home-based and Internet physical delivery Merchants for up to $5,000.00 in charge volume within any consecutive 12-month period and will be assessed by American Express. This monthly fee applies to online statements. Paper statements may be subject to additional fees. American Express pay frequency is three (3) days. 10.2 JCB is subject to separate approval—rates and fees as stated in your Merchant Application and Agreement are based on Merchant type and estimated volume and are subject to change. By executing this Merchant Application and Agreement, you hereby request that Processor relay JCB Cards for Authorization, data capture and funding. 11 Chargebacks 11.1 You are responsible for reimbursing us for any transaction that is charged back by the Card Issuer and/or the Cardholder and for related fees. See the Operating Procedures for additional information regarding Chargebacks and Chargeback procedures. You shall reimburse us for any Chargebacks, return items, or other losses resulting from your failure to produce a Card transaction record requested by us within the applicable time limits. 11.2 Among the reasons that a transaction may be charged back are: a) a Cardholder disputes the validity of a transaction; b) a Cardholder disputes the quality or receipt of goods or services; c) a copy of the Sales Draft was not provided when requested, or the copy provided was improperly completed or illegible in whole or in part; d) a Credit was not provided to the Cardholder; e) the transaction was not authorized by the Card Issuer at the time of sale, or efforts were made to avoid a decline of the Authorization (such as, but not limited to, attempts to obtain an Authorization after receiving either a decline or a referral to a call center or splitting a sale across multiple transactions of the same Card); f) the Sales Draft was not imprinted using an imprinting machine (an electronic swipe of the magnetic stripe on the Card may only substitute for a manual imprint if the transaction is electronically authorized by the terminal after the swipe. In situations where the account number is keyed into the terminal or where the terminal provides a referral response, a physical imprint of the Card on the Sales Draft is mandatory); g) all mail order/telephone order and Internet sales are at your risk and are subject to Chargeback; or h) any other circumstance where a transaction is charged back. 11.3 You will incur a Chargeback Fee each time a transaction is charged back to you. If we reverse a Chargeback on your behalf and the Card Issuer disputes the reversal (which may occur through a subsequent Chargeback, a pre-arbitration demand or an arbitration demand), the transaction may be charged back again, and you will incur an additional Chargeback Fee. You may also be charged an arbitration fee of up to $500 and/or incur “good faith” collection fees in connection with a disputed Chargeback. 11.4 You must maintain sufficient funds in your designated Settlement Account to cover all Chargebacks and related fees. Simultaneously, with each transaction processed by you, we have a contingent and unmatured claim against you for any amount we must pay as a result of your processing of transactions, including, but not limited to, any Chargebacks, fees, discounts, customer Credits and adjustments, charges, fines, assessments and penalties. All settlements or Credits