Terms & Conditions

• General terms
• Merchant terms
• Payment services
• Merchant Service Agreement
• Privacy Policy

These Terms of Service (“Terms”) are a binding agreement between you and Easy Pay Direct LLC, doing business as Easy Pay Direct (“Easy Pay Direct,” “we,” “us,” or “our”), a Texas limited liability company located at 2028 E Ben White Blvd 240-2006, Austin, Texas 78741. They govern your access to and use of the Easy Pay Direct website at easypaydirect.com and our related services, including EPD Commerce, our commerce and payments software platform, where made available to you (together, the “Platform”). References to mobile apps, dashboards, checkout pages, payment links, APIs, integrations, AI Features, or paid plans apply only when the relevant feature or service is offered to you and you use it.

By creating an account, clicking to accept these Terms, or using the Platform, you agree to the provisions applicable to your use. Merely browsing the public website does not enroll you in a paid plan, authorize a debit, create a personal guaranty, or constitute acceptance of a merchant processing agreement. If you do not agree, do not use the Platform.

PLEASE READ SECTION A15 (DISPUTE RESOLUTION) CAREFULLY. IT INCLUDES A JURY TRIAL WAIVER AND A CLASS ACTION WAIVER.

How These Terms Are Organized

These Terms are one agreement made up of the following parts:

• Part A - General Terms. Apply to everyone who uses the Platform.
• Part B - Merchant Terms. Apply to businesses that use the Platform to sell products or services and accept payments.
• Part C - Payment Services Terms. Apply to your use of payment processing, payment methods, and payment-related features through the Platform.
• Part D - Merchant Service Agreement. A separately presented reference copy of the merchant processing terms supplied through EMAP. The merchant application and agreement actually accepted by you govern your processing relationship.

If you participate in a referral, reseller, or white-label program, or use our developer tools, additional terms may apply. We will present them to you before they apply.

The following policies are incorporated into these Terms by reference: our Privacy Policy and any feature-specific terms we present to you (together, “Policies”). If a feature-specific term conflicts with these Terms for that feature, the feature-specific term controls for that feature.

How the agreements fit together.

1. These Terms govern the EPD Commerce Platform, your use of it, Plan Fees, and Easy Pay Direct’s rights and obligations.
2. Processor Agreements, accepted separately through the processor onboarding flow, govern card processing, underwriting, settlement, reserves, chargebacks, Payment Fees, and other processing obligations.
3. Terms for Third-Party Payment Services, when you enable them, govern those services.

Easy Pay Direct is not responsible for obligations that belong to a Payment Partner under a Third-Party Agreement.

Independent agreements. You may also enter into separate agreements directly with Payment Providers and Third-Party Payment Service providers, such as a merchant processing agreement you sign electronically during onboarding, or terms you accept when you enable a payment method (each a “Third-Party Agreement”). Third-Party Agreements are separate from the general website and Platform terms. A reference copy of the EMAP Merchant Service Agreement is reproduced in Part D below; other Third-Party Agreements may be presented separately. You are bound by each Third-Party Agreement you accept. Section C2 explains how these Terms relate to Third-Party Agreements.

A1. The Website and EPD Commerce

EPD Commerce is a software platform that helps businesses sell online, accept payments, manage customers and subscriptions, and analyze their business. EPD Commerce connects your business to one or more third-party payment processors, acquiring banks, gateways, and payment method providers (each a “Payment Provider”).

Easy Pay Direct is a technology provider. Under the Payment Services currently offered through the Platform, Easy Pay Direct does not act as the merchant of record, payment processor, acquiring bank, or settlement entity, and is not a bank or money transmitter. Payment processing and settlement of funds are performed by Payment Providers under your agreements with them, as described in Part C. If Easy Pay Direct offers a Payment Service under a different structure in the future, additional or different terms will be presented to you before you use that service.

Website access and Payment Acceptance Plans. Browsing the public Easy Pay Direct website does not require a Payment Acceptance Plan. Where EPD Commerce or another service is offered with a Payment Acceptance Plan, the pricing and features presented to you when you enroll apply. Accepting payments requires approval under the applicable Processor Agreement and any plan required for the service you select. A Payment Acceptance Plan covers the payment acceptance services Easy Pay Direct makes available through the Platform, such as merchant account onboarding and management, payment gateway connectivity, and payment tools. Plan Fees do not include Payment Fees, which are charged separately as described in Section A4.

Mobile apps. Any mobile apps we make available are part of the Platform; availability and download terms are disclosed with the app. Payment Acceptance Plans and other paid features are not sold within our mobile apps. If you download a mobile app from an app store, the app store’s terms also apply to your use of that app. The app store provider is not a party to these Terms and is not responsible for the Platform.

A2. Definitions

• “Account” means your EPD Commerce account and any sub-accounts.
• “Customer” means a person or business that buys from you or pays you through the Platform.
• “Merchant,” “you,” or “your” means the business that registers for an Account, and, where the context requires, the individual accepting these Terms on its behalf.
• “Payment Provider” has the meaning in Section A1. Payment Providers process card and other core payment transactions (for example, processors, acquiring banks, and gateways).
• “Payment Partner” means any Payment Provider or any provider of a Third-Party Payment Service.
• “Payment Services” means the services Payment Partners provide, including authorization, processing, settlement, funding, underwriting, risk decisions, chargeback handling, and Third-Party Payment Services.
• “Third-Party Payment Services” means payment methods, wallets, financing, and payment sources provided by a third party and made available through the Platform, including but not limited to Apple Pay, Google Pay, PayPal, Venmo, buy now, pay later and installment products, ACH and bank payments, and any other third-party payment source.
• “Processor Agreement” means any agreement between you and a Payment Provider, including merchant processing agreements and merchant applications.
• “Third-Party Agreement” has the meaning in “How These Terms Are Organized” above, and includes Processor Agreements and the terms of any Third-Party Payment Service.
• “Network Rules” means the rules of Visa, Mastercard, American Express, Discover, Nacha, and any other payment network or scheme.
• “Payment Acceptance Plan” means a paid plan you select that enables you to accept payments through the Platform, as described in Section A1.
• “Plan Fees” means the recurring fees for your Payment Acceptance Plan (and any add-on fees we expressly designate as Plan Fees) that you pay Easy Pay Direct. Plan Fees are set by Easy Pay Direct under Section A4 and are not Payment Fees.
• “Payment Fees” means all fees, charges, and amounts for or relating to Payment Services, whether charged by Easy Pay Direct or a Payment Partner, and whether collected directly or on someone else’s behalf. (Payment Partners and Third-Party Payment Services describe who provides a service; Payment Fees describe what you pay for it.) Payment Fees include interchange, card network assessments, any markup on interchange or assessments, discount rates, per-transaction and authorization fees, gateway fees, chargeback and retrieval fees, reserve-related amounts, refund fees, payout or settlement fees, currency conversion fees, network fines and penalties, and fees for any Third-Party Payment Service. Any revenue Easy Pay Direct earns from payment processing, including residuals or revenue share from Payment Providers, is not a Plan Fee. Payment Fees do not include Plan Fees.
• “Your Data” means data you or your Customers submit to the Platform, including product, order, customer, and transaction information.
• “AI Agent” means any software operated by a third party, and not by Easy Pay Direct, that acts for a person or business to search for, select, or purchase goods or services. This includes artificial intelligence systems and assistants, and other automated purchasing tools such as scripts and bots, whether or not they use artificial intelligence. AI Features under Section A9 are not AI Agents.
• “Agent Purchase” means any purchase, order, payment, or subscription from you that is initiated, completed, or submitted by or through an AI Agent, whether or not the AI Agent acts on behalf of a Customer. This applies through any channel, including an agentic commerce protocol or integration supported by the Platform, an unsupported protocol, your checkout pages or payment links, the API, or any other automated access.
• “Agent Platform” means any third party, other than Easy Pay Direct, that operates, hosts, or provides an AI Agent or the interface through which an AI Agent makes an Agent Purchase.

A3. Eligibility and Accounts

Business services. Accounts and payment services are for business use, not personal, family, or household purposes. General website information may be viewed without opening an Account. By accepting these Terms, you confirm that you are at least 18 years old, that you are acting on behalf of a business, and that you have authority to bind that business to these Terms.

Location. The Platform is currently available only to businesses organized and operating in the United States.

Accurate information. You must provide accurate, complete, and current information during registration and keep it up to date. This includes business, ownership, banking, and contact information.

Account Owner and users. The business that registers is the Account Owner. You may invite users to your Account. You are responsible for all activity under your Account, including activity by your users, and for setting each user’s permissions.

Security. You must keep login credentials, API keys, and other access credentials confidential and notify us promptly at [email protected] of any unauthorized access or suspected security incident.

Waitlist and access. We may limit access to the Platform, including through a waitlist, invitation, or beta program, and may decline to open or continue an Account at our discretion.

A3A. Electronic Signatures and Records

Consent to electronic transactions. You agree to do business with Easy Pay Direct electronically. You agree that agreements, disclosures, notices, and other records may be provided to you, and signed or accepted by you, electronically.

Adopted signature. During signup or onboarding, you may be asked to adopt an electronic signature. You authorize Easy Pay Direct to apply your adopted electronic signature to any agreement, application, or other document that you accept through the Platform by clicking “Agree,” “Accept,” or a similar button. This includes these Terms, Third-Party Agreements, and applications for Payment Services. Each time you accept a document this way, that acceptance is your signature on that document, with the same legal effect as a handwritten signature.

Authority to sign. Each time you accept a document through the Platform, you confirm that you are authorized to sign it on behalf of your business. Some documents, such as processor applications or personal guarantees, must be accepted by an owner, officer, or guarantor. You agree that only a person with the required authority will accept those documents.

Sharing signed documents. You authorize Easy Pay Direct to deliver documents you sign through the Platform, together with your adopted signature and acceptance record, to the Payment Partner or other party to that document.

Records and copies. We keep a record of each acceptance, including the document version, the signer’s identity, and the date and time. You may request copies of documents you have signed by contacting [email protected]. You may request a paper copy at any time.

A4. Plan Fees and Payment Fees

Plan Fees. You agree to pay the Plan Fees for your selected Payment Acceptance Plan, as presented to you when you select your plan. We keep a record of the plan, Plan Fees, billing frequency, and any trial or promotional terms you accepted, along with the date and time you accepted them. That record controls what you signed up for.

Payment Fees are separate. Payment Fees are not Plan Fees. Payment Fees are set by, and may change under, the applicable Third-Party Agreement or the fee schedule presented to you for that payment service. Payment Fees may be charged or collected by Easy Pay Direct, a Payment Provider, or a Third-Party Payment Service provider, depending on your setup.

Billing and renewal. Plan Fees are billed monthly in advance and automatically renew until you cancel. You authorize us to charge Plan Fees to your payment method on file as described in Section A4A.

Failed payments. If a payment fails, we may retry the charge, ask you to update your payment method, and suspend your Account until the balance is paid.

Changes to Plan Fees. We may change Plan Fees or plan features, or introduce new fees, with at least 30 days’ notice. Changes take effect at the start of your next billing period after the notice period. If you do not agree to the change, you may cancel before it takes effect.

Changes to Payment Fees. Payment Fees may change according to the terms of the applicable Third-Party Agreement, including any notice period that agreement provides. The 30-day notice period above does not apply to Payment Fees. Where Easy Pay Direct receives notice of a Payment Fee change that affects you, we will make reasonable efforts to pass that notice on to you.

Taxes. Plan Fees do not include taxes. You are responsible for all applicable taxes on Plan Fees, other than taxes on Easy Pay Direct’s income.

Refunds. Except where required by law or expressly stated in writing, Plan Fees are non-refundable, and we do not provide refunds or credits for partial billing periods.

Cancellation. You may cancel your plan at any time by contacting [email protected]. Cancellation takes effect at the end of your current billing period.

A4A. Amounts You Owe and Payment Authorization

Payment methods on file. You must keep a valid payment card and a valid business bank account for ACH debits on file with Easy Pay Direct.

Authorization. You authorize Easy Pay Direct to charge your payment card on file, or to debit your bank account on file by ACH, for any amount you owe under these Terms. This includes Plan Fees, reimbursement amounts under Section C5A, and indemnification amounts under Section A14. This authorization covers one-time and recurring debits, and stays in effect until all amounts you owe are paid, even after these Terms end. You agree that these Terms are your written authorization for ACH debits under Nacha rules. We may also invoice you, but are not required to.

Notice. Where practicable, we will notify you before charging or debiting amounts other than regularly scheduled Plan Fees.

Failed payments. If a charge or debit fails or is reversed, we may retry it, use another payment method on file, suspend your Account, and pursue collection. You are responsible for reasonable collection costs, including attorneys’ fees.

A5. Acceptable Use

You agree not to, and not to allow others to:

• use the Platform in violation of law, Network Rules, your Processor Agreements, or our Policies;
• sell products or services that are prohibited by law or Network Rules, or that a Payment Provider has not approved for your Account;
• submit transactions that do not reflect a genuine sale of goods or services by you to a Customer, including factoring, laundering, or processing on behalf of another business;
• use transaction splitting, micro-billing, card testing, or other tactics to evade fraud controls, risk monitoring, or network thresholds;
• access, copy, reverse engineer, or interfere with the Platform except as these Terms allow;
• use the Platform to build a competing product, or to benchmark it for publication without our written consent; or
• upload malicious code or attempt to gain unauthorized access to the Platform or other accounts.

A6. Ownership and Licenses

Our Platform. Easy Pay Direct and its licensors own the Platform, including all software, designs, and trademarks. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Platform for your internal business purposes during your subscription.

Your Data. You own Your Data. You grant Easy Pay Direct a non-exclusive, worldwide, royalty-free, perpetual license to host, copy, process, transmit, display, analyze, modify, and otherwise use Your Data to provide, secure, maintain, improve, and develop the Platform and Easy Pay Direct’s other products and services, including developing, training, and improving artificial intelligence and machine learning models. This license is subject to applicable law, Network Rules, Third-Party Agreements, and our Privacy Policy.

Aggregated data. We may create aggregated or de-identified data from Your Data and use of the Platform, and may use it for any lawful purpose.

Your branding. You grant us a license to display your name, logos, and branding as needed to operate your checkout pages and storefronts.

Feedback. If you send us suggestions or feedback, we may use them without restriction or compensation.

A7. Privacy, Data Security, and PCI

Privacy. Our Privacy Policy explains how we handle personal information.

Security. We maintain administrative, technical, and physical safeguards designed to protect Your Data. Payment card data is stored and tokenized through PCI DSS compliant vault providers.

Your obligations. You are responsible for your own compliance with PCI DSS and applicable data protection laws for any systems you control, for obtaining any notices and consents required from your Customers, and for not sending raw card data to the Platform except through the payment fields and tools we provide.

A8. Third-Party Services and Integrations

The Platform can connect with third-party services, such as shopping carts, CRMs, marketing tools, and accounting software (“Third-Party Services”). Third-Party Services are governed by their own terms and privacy policies. We do not control them and are not responsible for their availability, accuracy, security, or results. When you connect a Third-Party Service, you authorize us to exchange Your Data with it as needed to perform the integration.

A9. AI Features

The Platform includes features that use artificial intelligence, including the Professor, our AI assistant, and other agentic features that can analyze data, answer questions, build reports, and take actions in your Account (“AI Features”).

Models. AI Features may be powered by models that Easy Pay Direct hosts or operates, including open-source models, or by models provided through third-party AI or cloud providers. We may change the models and providers we use at any time. These Terms apply to AI Features no matter which model or provider is used.

Availability. AI Features apply only where made available with your service. Any applicable pricing is disclosed when you select the service. We may apply reasonable usage limits to protect Platform performance and prevent abuse.

Data used by AI Features. AI Features process Your Data, including inputs you provide and outputs they generate. Easy Pay Direct’s use of that data is governed by Section A6.

Review and approval. AI outputs may be inaccurate or incomplete. You are responsible for reviewing outputs before relying on them. AI Features that take actions in your Account or connected systems require your approval before those actions are carried out, unless you explicitly configure otherwise. Once you approve or configure an action, you are responsible for it.

Not professional advice. AI outputs are not legal, tax, accounting, or financial advice.

Payment credentials. AI Features work with tokenized payment references, not full payment card numbers. Do not enter full card numbers, security codes, or other sensitive payment credentials into AI Features. If you do, you are responsible for that disclosure, and we may remove or block that information.

AI Agents that buy from you. This Section covers AI Features provided by Easy Pay Direct. AI Features are not AI Agents. Purchases from you made by AI Agents are governed by Section B10.

A10. Beta Features

We may offer features identified as beta, preview, early access, or closed beta (“Beta Features”). Beta Features are provided as is, may change or be discontinued at any time, may have limited support, and are excluded from any service-level commitments.

A11. Suspension and Termination

By you. You may stop using the Platform and cancel your plan at any time under Section A4. Cancelling your plan does not terminate your Processor Agreements, which you must close separately with each Payment Provider.

Deleting your Account. You may request deletion of your Account at any time by contacting [email protected]. Deletion ends any Payment Acceptance Plan and terminates these Terms for that Account. Your Processor Agreements must be closed separately. Your Data is handled as described under “Effect of termination” below.

By us. We may suspend or terminate your Account, or any feature, with notice where practical, if:

• you breach these Terms, our Policies, or a Processor Agreement;
• a Payment Provider requests suspension or terminates your processing;
• we reasonably suspect fraud, illegal activity, excessive chargebacks, or risk to the Platform, Customers, or Payment Providers;
• required by law, Network Rules, or a government authority; or
• you fail to pay Plan Fees.

We may also terminate these Terms for convenience with 30 days’ notice.

Effect of termination. On termination, your right to use the Platform ends and unpaid Plan Fees become due. For 30 days after termination, you may request an export of Your Data in a standard format. Transfer of stored payment tokens is covered in Section C9. After that period, we may delete Your Data, except where we must retain it by law, Network Rules, or Payment Provider requirements.

Survival. Sections that by their nature should survive termination will survive, including fees owed, ownership, disclaimers, limitation of liability, indemnification, and dispute resolution.

A12. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, EASY PAY DIRECT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY TRANSACTION WILL BE APPROVED, OR THAT FRAUD TOOLS, DECLINE RECOVERY, OR ROUTING FEATURES WILL ACHIEVE ANY PARTICULAR RESULT. WE ARE NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF PAYMENT PROVIDERS, PAYMENT NETWORKS, OR THIRD-PARTY SERVICES.

A12A. Platform Services vs. Payment Partner Matters

Easy Pay Direct provides and operates the Platform subject to the disclaimers in Section A12 and the limits in Section A13. The Platform is separate from the Payment Services performed by Payment Partners.

The handoff point. Once a Payment Partner receives a payment instruction from the Platform, or once a transaction is initiated outside EPD Commerce checkout, payment links, or API (for example, directly through a third-party cart connected to a gateway), everything that happens next is a “Payment Partner Matter.” Payment Partner Matters include:

• underwriting, merchant approval, account closure, and credit decisions;
• authorizations, declines, and authorization outcomes;
• settlement, funding, and payout timing;
• holds, reserves, and withheld funds;
• chargebacks, disputes, and refund decisions;
• Payment Fees, fines, and assessments;
• outages, errors, or delays in a Payment Partner’s systems or in payment networks; and
• a Payment Partner’s performance or breach of a Third-Party Agreement.

No liability for Payment Partner Matters. Easy Pay Direct has no liability for Payment Partner Matters, even if the transaction was submitted through the Platform or the outcome appears in your dashboard.

AI Agents and Agent Platforms. The conduct of AI Agents and Agent Platforms is not part of the Platform, even when they use agentic commerce protocols or interfaces the Platform supports. Section B10 governs Agent Purchases, and Easy Pay Direct has no liability for the acts or omissions of any AI Agent or Agent Platform.

Reporting and analytics. Dashboards, reports, analytics, forecasts, AI-generated summaries, and other reporting features are provided for information only. They may be delayed, estimated, rounded, or incomplete. Your Payment Partner’s records and statements are the official record of your transactions, settlements, and Payment Fees. If you believe reporting is inaccurate, tell us and we will use reasonable efforts to correct it.

Help with Payment Partner Matters. We will use reasonable efforts to provide transaction logs and records we hold, help you contact the right Payment Partner, and escalate issues through our partner channels. Doing so does not make Easy Pay Direct responsible for the outcome.

Sole remedy for Platform issues. If the Platform does not function as documented, your sole and exclusive remedy, and Easy Pay Direct’s sole obligation, is for Easy Pay Direct to use commercially reasonable efforts to correct the issue and, where possible, resubmit or reverse the affected transaction. Any other liability is subject to Section A13.

A13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

(a) EASY PAY DIRECT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY; AND

(b) EASY PAY DIRECT’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE PLAN FEES YOU PAID TO EASY PAY DIRECT IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS GREATER. PAYMENT FEES, AND ANY REVENUE EASY PAY DIRECT EARNS FROM PAYMENT PROCESSING OR THIRD-PARTY PAYMENT SERVICES, ARE NOT COUNTED IN THIS AMOUNT. PLAN FEES ARE COUNTED IN THIS AMOUNT AND ARE NOT TREATED AS PAYMENT FEES OR PAYMENT PROCESSING REVENUE FOR THIS PURPOSE.

As stated in Section A12A, Easy Pay Direct has no liability for Payment Partner Matters.

Exceptions. The limits in this Section A13 do not apply to: (i) your obligation to pay Plan Fees, Payment Fees, or other amounts owed; (ii) your indemnification obligations under Section A14; (iii) your breach of Section A5 (Acceptable Use), Network Rules, or a Third-Party Agreement; (iv) a party’s fraud, gross negligence, or willful misconduct; or (v) liability that cannot be limited by law.

A14. Indemnification

You will defend, indemnify, and hold harmless Easy Pay Direct, its affiliates, and their officers, employees, and agents, and the Payment Providers, from any claims, losses, fines, penalties, assessments, and expenses (including reasonable attorneys’ fees), whether brought by a third party or imposed on Easy Pay Direct by a Payment Partner or payment network, to the extent arising from:

• (a) your products, services, or business;
• (b) your transactions;
• (c) your conduct, or the conduct of your users;
• (d) claims by your Customers or relating to your Customers;
• (e) chargebacks, reversals, refunds, or unauthorized or fraudulent transactions attributable to you or your transactions;
• (f) your violation of Network Rules;
• (g) your breach of these Terms or a Third-Party Agreement;
• (h) your violation of applicable law;
• (i) Your Data; or
• (j) your use of Third-Party Services.

This Section does not mean Easy Pay Direct assumes any chargeback, merchant-loss, or processing obligation. It protects Easy Pay Direct when such an obligation of yours is asserted against Easy Pay Direct.

A15. Dispute Resolution

Scope. This Section covers disputes between you and Easy Pay Direct about the Platform, Plan Fees, or these Terms. Disputes about payment processing, settlement, reserves, or chargebacks are governed by the dispute resolution terms in the applicable Processor Agreement. Disputes between you and your Customers are solely between you and your Customers.

Informal resolution first. Before filing a claim, you agree to send written notice to [email protected] describing the dispute and the resolution you want. We will try in good faith to resolve it within 30 days.

Governing law. These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules.

Venue. Any claim not resolved informally must be brought exclusively in the state or federal courts located in Travis County, Texas, and both parties consent to their jurisdiction. Either party may bring a qualifying claim in small claims court.

Jury trial waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM.

Class action waiver. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Time limit. Any claim must be brought within one year after it arises.

A16. Changes to These Terms

We may update these Terms from time to time. Changes to Payment Fees are governed by Section A4, not this Section. If a change to these Terms is material, we will notify you by email or in your Account at least 30 days before it takes effect, unless the change is required by law, a Payment Partner, or Network Rules, in which case it may take effect sooner, subject to Section C11. Continued use of the Platform after the effective date means you accept the updated Terms.

A17. General

• Notices. We may send notices by email to your Account Owner address or through the Platform. You agree that electronic notices satisfy any requirement that notices be in writing. Legal notices to us go to Easy Pay Direct LLC dba Easy Pay Direct, 2028 E Ben White Blvd 240-2006, Austin, TX 78741, with a copy to [email protected].
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets, or to an affiliate.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including outages of Payment Providers, payment networks, or hosting providers.
• Independent parties. The parties are independent contractors.
• No third-party beneficiaries. Except for Payment Providers as stated in Sections A14 and C2, these Terms do not create rights for any third party, including your Customers.
• Entire agreement. Parts A through C and the Policies are the entire agreement between you and Easy Pay Direct about the website and Platform. They do not replace, and are not replaced by, any Third-Party Agreement.
• Severability and waiver. If any provision is unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver.
• Export and sanctions. You represent that you are not located in a sanctioned country or listed on a U.S. government restricted-party list.

B1. You Are the Seller

EPD Commerce is not a marketplace. Every sale made through the Platform is a direct agreement between you and your Customer. You are the seller and the merchant of record for all your transactions. Easy Pay Direct is not a party to your sales and does not sell, supply, license, or deliver your products or services.

You are responsible for your products and services, including their descriptions, pricing, delivery, quality, legality, customer support, refunds, and cancellations.

B2. Required Customer-Facing Terms and Disclosures

Your Customers do not agree to these Terms. You must provide your own customer-facing terms. On your storefront, checkout pages, or website you must clearly display:

• your business name and contact information for customer support;
• your terms of sale or terms of service;
• your refund, return, and cancellation policy;
• your privacy policy; and
• any other disclosures required by law or Network Rules for your business.

Account-level and product-level terms. The Platform lets you set default customer-facing terms and policies for your Account, which apply to all of your products, including imported products. You may override the defaults for individual products. We display the terms and policies you provide as you provide them. We do not review them, and you are responsible for their content, accuracy, and legal compliance.

You may not represent Easy Pay Direct as the seller, supplier, or licensor of your products, or as responsible for your refund decisions. Where checkout pages state that payments are processed through EPD Commerce or a Payment Provider, that statement identifies the payment technology only.

B3. Recurring Billing, Trials, and Consent

If you sell subscriptions, memberships, installment plans, free trials, or metered or usage-based plans, you are responsible for:

• clearly disclosing the price, billing frequency, trial terms, and cancellation method before the Customer agrees;
• obtaining the Customer’s express consent to recurring or future charges, and keeping a record of that consent;
• providing an easy way to cancel, and honoring cancellations promptly; and
• complying with all applicable automatic-renewal, subscription, and consumer protection laws (including the federal Restore Online Shoppers’ Confidence Act and state automatic-renewal laws) and Network Rules.

EPD Commerce provides tools to create and manage these offers. Using those tools does not shift your legal responsibility for them to Easy Pay Direct.

B4. Usage Data and Billing Instructions

When you use metered billing, invoicing, coupons, or similar features, the Platform charges Customers based on the plans, prices, and usage data you configure or submit. You are responsible for the accuracy of that configuration and data. Easy Pay Direct is not responsible for charges that result from your instructions.

B5. Customer Support, Refunds, and Disputes

You must provide customer support for your products and services and resolve Customer complaints directly with your Customers. Refund decisions are yours alone. When you instruct a refund through the Platform, the Platform submits that instruction to the applicable Payment Provider. Chargebacks are covered in Section C5.

B6. Taxes

You are responsible for determining, collecting, reporting, and remitting all taxes on your sales. Any tax calculation tools we provide are for convenience and do not make Easy Pay Direct responsible for your tax obligations.

B7. Fraud and Risk Tools

The Platform includes fraud and risk tools, such as velocity limits, address and security code checks, and blocking rules. Some tools are set by default and some you configure. These tools reduce risk but do not prevent all fraud. You are responsible for fraudulent and unauthorized transactions on your Account to the extent provided under the applicable Processor Agreement, Third-Party Payment Service terms, Network Rules, and applicable law. We may apply or adjust platform-level fraud controls at any time to protect the Platform, Payment Providers, and payment networks.

B8. Marketing and Communications to Customers

If you use the Platform to send emails, text messages, or other communications to Customers (for example, receipts, dunning notices, or abandoned-cart reminders), you are responsible for obtaining any required consent and for complying with applicable laws, including CAN-SPAM and the Telephone Consumer Protection Act.

B9. Importing Products and Content

The Platform can import products and related content, such as names, descriptions, images, pricing, variants, and inventory, from a website, store, marketplace, or other source you identify (an “Import Source”).

Authorization. When you start an import, you authorize Easy Pay Direct and its service providers to access the Import Source and to collect, copy, store, and process content from it. This may be done through automated tools, for the purpose of creating and maintaining your products on the Platform.

Your rights and responsibilities. You confirm that:

• you own or control the Import Source, or have permission from its owner to import its content;
• you have the rights needed to use the imported content on the Platform, and to grant the license in Section A6; and
• importing the content does not violate the terms of the Import Source or any platform it is hosted on (for example, an ecommerce or marketplace platform), or anyone else’s rights.

Accuracy. Imported content may not transfer completely or accurately. You are responsible for reviewing imported products, including prices, descriptions, and availability, before you offer them for sale. Unless you turn on a feature that keeps products synced, imported content is not updated automatically when the Import Source changes.

Imported content is Your Data. Imported content is treated as Your Data under these Terms. We may refuse to import, or remove, content that violates these Terms or our Policies.

B10. Purchases Made by AI Agents

You are the seller. Agent Purchases are sales by you to your Customers, and Section B1 applies to them in full. You are the seller and the merchant of record for every Agent Purchase. Easy Pay Direct and any Agent Platform are not the seller.

Your responsibility. Subject to the applicable Third-Party Agreement, Network Rules, and applicable law, you are responsible for Agent Purchases in the same way as any other sale. This includes:

• fulfillment, delivery, and customer support;
• refunds, returns, cancellations, and disputes;
• chargebacks and reversals;
• fraudulent or unauthorized Agent Purchases, including purchases an AI Agent made without, or beyond, the Customer’s authority or intent; and
• the accuracy of the product, pricing, availability, and policy information that AI Agents receive through the Platform.

No verification by Easy Pay Direct. Easy Pay Direct does not verify, and has no duty to verify, the identity or legitimacy of any AI Agent or Agent Platform. Easy Pay Direct makes no representation about whether an AI Agent was authorized by a Customer, or whether it acted within the Customer’s instructions or intent. Any agent authentication, identification, verification, or tokenization tools, or support for any protocol or technology that includes them, are risk tools under Section B7, not a guarantee. Making these tools or technologies available, or using them in a transaction, does not create any obligation for Easy Pay Direct to validate an AI Agent’s identity or authority, or to detect or prevent unauthorized Agent Purchases.

Supported protocols do not shift responsibility. The Platform may support specific agentic commerce protocols or integrations. Supported protocols determine which features are available for an Agent Purchase. They do not change your responsibility for Agent Purchases or create any liability for Easy Pay Direct. This applies whether an Agent Purchase uses a supported protocol, an unsupported protocol, or none.

No liability for AI Agents or Agent Platforms. Easy Pay Direct is not responsible for the acts, omissions, errors, or availability of any AI Agent, Agent Platform, or agentic commerce protocol. This includes an AI Agent selecting the wrong product, quantity, or price, misreading your terms, or being manipulated, compromised, or misused by any person. Easy Pay Direct has no liability for losses arising from Agent Purchases, except as stated in Section A12A for issues with the Platform itself, subject to Section A13.

Easy Pay Direct’s AI Features and Platform interfaces. This Section B10 does not apply to AI Features, which are governed by Section A9 and remain subject to Sections A12, A12A, and A13. Any agentic commerce interfaces that Easy Pay Direct operates as part of the Platform are part of the Platform, not AI Agents, and remain subject to the same Sections. If an Agent Purchase involves both an AI Agent and an AI Feature, this Section B10 governs the AI Agent and Section A9 governs the AI Feature.

Agent Platform terms. If you sell through an Agent Platform, you must comply with its terms and policies. The Agent Platform may decide whether to show, rank, or allow your products, and Easy Pay Direct does not control those decisions.

Your terms apply to Agent Purchases. You are responsible for making your customer-facing terms and policies under Section B2 available to AI Agents and Agent Platforms in the way the applicable protocol or Agent Platform requires, and for any disclosures and consents required by law.

Controls. We may limit, challenge, or block AI Agent traffic or Agent Purchases, or require additional verification, to protect you, your Customers, the Platform, Payment Partners, or payment networks. We are not required to do so. You may also configure controls for AI Agent traffic where the Platform makes them available.

C1. Our Role in Payments

EPD Commerce provides software that lets you route, manage, and report on payments processed by Payment Providers. Depending on your setup, we may help with:

• submitting your applications to Payment Providers, and supporting underwriting;
• sending transaction instructions to Payment Providers on your behalf;
• tokenizing and storing payment credentials through our vault providers;
• routing and retrying transactions across Payment Providers you are approved to use; and
• reporting, reconciliation, and analytics.

You appoint Easy Pay Direct as your agent for the limited purpose of transmitting your transaction instructions and data to your Payment Providers. Easy Pay Direct does not take possession of your settlement funds.

C2. Payment Providers and Processor Agreements

Separate agreements. To accept payments, you must be approved by, and enter a Processor Agreement with, one or more Payment Providers. Each Payment Provider decides independently whether to approve you and on what terms. The Payment Providers available through the Platform may change over time.

How you receive them. You apply to Payment Providers and accept Processor Agreements separately, through the processor onboarding flow presented on the Platform. Processor Agreements are signed electronically as described in Section A3A, and a copy is provided to you. Terms for Third-Party Payment Services are presented when you enable the service. You are responsible for reviewing and complying with every Third-Party Agreement you accept.

Order of precedence. If these Terms conflict with a Third-Party Agreement on a matter of payment processing, settlement, reserves, chargebacks, credit decisions, or Payment Fees, the Third-Party Agreement controls. Network Rules control over both. These Terms control on all matters about the Platform and Plan Fees.

Easy Pay Direct is not a party. Unless Easy Pay Direct signs a Third-Party Agreement as a party, we are not a party to it and are not liable for the third party’s performance under it. Payment Providers may rely on Section A14 (Indemnification) and this Section C2.

C3. Underwriting, Verification, and Information Sharing

You authorize Easy Pay Direct to collect information about your business, its owners, and its principals, and to share that information with Payment Providers, identity and business verification services, and fraud prevention services. This is for underwriting, verification, compliance, risk monitoring, and fraud prevention. You authorize us and Payment Providers to obtain credit and background reports about your business and its principals where permitted by law.

You must provide additional information or documents we or a Payment Provider reasonably request, including ongoing monitoring information. You must notify us promptly of material changes to your business, including changes in ownership, products, business model, or processing volume.

C4. Funds, Settlement, and Reserves

Payment Providers settle funds to your designated bank account under their Processor Agreements. Settlement timing, holds, reserves, and payout schedules are set by your Payment Providers. A Payment Provider may establish a reserve, delay settlement, or withhold funds as permitted by its Processor Agreement. Easy Pay Direct is not responsible for funds held or delayed by a Payment Provider.

C5. Chargebacks, Refunds, and Fines

You are responsible for all chargebacks, reversals, refunds, and related fees, fines, penalties, and assessments imposed by Payment Providers or payment networks on your transactions. You must maintain chargeback and fraud rates within the thresholds set by Network Rules and your Payment Providers. Excessive chargeback or fraud rates may result in fines, enrollment in network monitoring programs, reserves, suspension, or termination by a Payment Provider or by us.

The Platform may help you receive chargeback notices, submit evidence, and use chargeback prevention tools. Easy Pay Direct does not guarantee any chargeback outcome.

C5A. Reimbursement of Amounts Charged to Easy Pay Direct

If a Payment Partner, payment network, or Agent Platform charges, assesses, debits, or offsets against Easy Pay Direct any amount arising from your transactions, your conduct, or your breach of a Third-Party Agreement or Network Rules, you must reimburse Easy Pay Direct for that amount. This applies to the extent the amount would otherwise be your responsibility under the applicable Third-Party Agreement, Network Rules, or these Terms. Examples include chargebacks, reversals, refunds, fines, assessments, and negative balances.

Reimbursement is due on demand and may be collected under Section A4A. This Section does not make Easy Pay Direct responsible for, or a guarantor of, any of your obligations to a Payment Partner, and Easy Pay Direct does not assume chargeback or processing risk by providing the Platform.

C6. Feature Availability Varies by Payment Provider and Integration

Not all Platform features are available with every Payment Provider, payment method, or integration. Availability of features such as decline recovery, authorization optimization, routing, network tokens, account updater, chargeback data, and certain fraud controls depends on the Payment Provider and how the transaction is initiated.

For example, when a transaction is initiated directly through a third-party shopping cart or gateway connection rather than through EPD Commerce checkout, payment links, or API, some features may not apply to that transaction.

C7. Routing, Retries, and Decline Recovery

If you enable routing, cascading, retry, or decline recovery features, you authorize the Platform to submit or resubmit transactions to your approved Payment Providers under the rules you configure and our default settings. Retries are limited by Network Rules and Payment Provider requirements, and we may restrict retry behavior to comply with them. You are responsible for making sure your Customer consent and disclosures cover these practices.

C8. Third-Party Payment Services

The Platform may let you offer Third-Party Payment Services at checkout, such as buy now, pay later and installment financing, digital wallets (for example, Apple Pay, PayPal, and Venmo), and bank payments such as ACH.

• Each Third-Party Payment Service is provided by a third party under its own terms, which you must accept before enabling it. Those terms, including their fees and how fees change, govern your use of that service.
• The provider decides whether to approve you and, for financing options, whether to extend credit to your Customer. Easy Pay Direct is not a lender, does not extend credit, and does not make credit decisions.
• The provider may impose its own fees, eligibility rules, refund and dispute processes, product restrictions, and marketing requirements.
• You must follow each provider’s requirements for how the option is presented and advertised to Customers, including any required disclosures.

C9. Tokenization and Payment Data

Vault. Payment credentials collected through EPD Commerce checkout and payment fields are tokenized and stored by our PCI DSS compliant vault providers. You receive tokens that let you charge returning Customers through the Platform.

Third-party tokens. Some Payment Providers or integrations tokenize payment credentials in their own systems. Those tokens are governed by the provider’s terms, and their portability depends on that provider.

Token portability. If you leave the Platform, on your written request we will make commercially reasonable efforts to transfer stored payment credentials that we control to a PCI DSS compliant processor or vault you designate, subject to: (a) the recipient’s written confirmation of PCI DSS compliance; (b) Network Rules and applicable law; (c) any limits in our vault provider and Payment Provider agreements; and (d) payment of a reasonable migration fee. Requests must be made within 30 days after termination.

C10. Changes to Payment Providers

We may add, remove, or replace Payment Providers or Third-Party Payment Services available through the Platform. If a Payment Provider or Third-Party Payment Service you use is no longer available, we will give you as much notice as reasonably practicable and may offer a substitute provider. Moving to a substitute provider may require a new application and Processor Agreement.

C11. Payment Provider and Network Requirements

Payment Services are subject to requirements set by Payment Partners and payment networks. These may include requirements for eligibility and prohibited businesses, underwriting and ongoing monitoring, transaction limits, security and technical standards, dispute and refund procedures, required Customer disclosures, and brand and marketing rules.

We may change the Platform or your checkout to comply with those requirements, and those changes may take effect sooner than the notice period in Section A16. Easy Pay Direct will not accept a new material financial obligation on your behalf. Where a Payment Partner requirement calls for your separate agreement, we or the Payment Partner may require your acceptance as a condition of continued use of that Payment Service.

Contact

Easy Pay Direct LLC dba Easy Pay Direct

2028 E Ben White Blvd 240-2006

Austin, TX 78741

[email protected]

The following is the separate Merchant Service Agreement supplied through EMAP, reproduced in full without changing its wording. It is not the general website-use agreement. Your executed merchant application, the processor and sponsor-bank agreements applicable to your account, and Network Rules determine the processing terms that apply to you. This reference copy does not replace your signed agreement or amend an existing agreement.

Publishing or viewing this section does not itself constitute acceptance of the merchant agreement, a processing fee schedule, or a personal guaranty. Review the applicable agreement during onboarding before accepting it.

TERMS AND CONDITIONS OF MERCHANT SERVICE AGREEMENT

This document, “Terms and Conditions of Merchant Service Agreement” (“Terms and Conditions”) accompanies the document “Easy Pay Direct, it's affiliated banking or processing partners Payments Merchant Application” (“Merchant Application”). The Merchant Service Agreement (“Agreement” or “Card Services Agreement”) includes these Terms and Conditions and the terms and conditions of the Merchant Application. The Member bank identified in such Merchant Application (“Member”) is a member of Visa USA, Inc.(“Visa”) and MasterCard International, Inc.(“MasterCard”). Easy Pay Direct, it's affiliated banking or processing partners Payments Direct, Inc.(“Easy Pay Direct, it's affiliated banking or processing partners”) is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirer for Discover Financial Services LLC (“Discover”). Merchant and Easy Pay Direct, it's affiliated banking or processing partners agree that the rights and obligations contained in these Terms and Conditions of Merchant Service Agreement do not apply to the Member with respect to Discover transactions and Switched Transactions (as defined below). To the extent Merchant accepts Discover cards, the provisions in this Agreement with respect to Discover apply if Merchant does not have a separate agreement with Discover. To the extent Merchant accepts Discover cards and has a separate agreement with Discover,Discover card transactions shall be processed as Switched Transactions (as defined below). Any references to the Debit Sponsor shall refer to the debit sponsor identified below. The Agreement is between Easy Pay Direct, it's affiliated banking or processing partners, the Member and the merchant identified in the Merchant Application (“Merchant”). Under the terms of the Agreement, Merchant will be furnished with the services and products described herein and in the Merchant Application, and selected by Merchant therein (collectively and individually, as applicable, the “Services”). Easy Pay Direct, its affiliated banking or processing partners will be the sole and exclusive provider of the Services to Merchant during the term of this Agreement. Any Merchant accepted by Easy Pay Direct, it's affiliated banking or processing partners for card processing services agrees to be bound by the Agreement, including the terms of the Merchant Application and these Terms And Conditions as may be modified or amended in the future. A Merchant's submission of a transaction to Easy Pay Direct, its affiliated banking or processing partners Shall be deemed to signify Merchant's acceptance of the Merchant Services Agreement, including the Terms and Conditions herein. Except as expressly stated in the first three paragraphs of Section 13, all terms and conditions of this Merchant Services Agreement shall survive termination to the extent necessary to protect Easy Pay Direct, it's affiliated banking or processing partners Direct or Member's and anyone acting on Easy Pay Direct, its affiliated banking or processing partners or Member’s behalf’s rights herein.

Credit Card processing services: Easy Pay Direct, it's affiliated banking or processing partners’s actions to the appropriate card associations and/or issuers (e.g., Visa, MasterCard, Diners,Discover); settlement; dispute resolution with cardholders’ banks; and transaction-related reporting, statements and products.

Debit/ATM Processing Services: Easy Pay Direct, it's affiliated banking or processing partners has connected to the following debit card networks (“Networks”): Accel, AFFN, Interlink, MAC, Maestro, NYCE, Pulse, Star, and Tyme. Easy Pay Direct, it's affiliated banking or processing partners will provide Merchant with the ability to access the Networks that Easy Pay Direct, it's affiliated banking or processing partners has connected to for the purpose of authorizing debit card transactions at the point of sale from cards issued by the members of the respective Networks. Easy Pay Direct, its affiliated banking or processing partners will provide connection to such Networks, terminal applications, settlement and reporting activities.

EBT Transaction Processing Services: Easy Pay Direct, it's affiliated banking or processing partners offers electronic interfaces to Electronic Benefits Transfer (“EBT”) networks for the processing of cash payments or credits to or for the benefit of benefit recipients (“Recipients”). Easy Pay Direct, it's affiliated banking or processing partners will provide settlement and switching services for various Point of Sale transactions initiated through Merchant for the authorization of the issuance of the United States Department of Agriculture, Food and Nutrition Services (“FNS”) food stamp benefits (“FS Benefits”) and/or government delivered cash assistance benefits (“Cash Benefits, ”with FS Benefits, “Benefits”) to Recipients through the use of a state-issued card (“EBT Card”). With respect to Visa and MasterCard products, Merchant agrees to pay and Merchant's account(s) will be charged pursuant to Section 5 of this Agreement for any additional fees incurred as a result of Merchant's subsequent acceptance of transactions with any Visa or MasterCard product that it has not elected to accept.

Merchant will permit holders of valid cards bearing the symbols of the cards authorized to be accepted by Merchant hereunder to charge purchases or leases of goods and services and the debt resulting there from shall be purchased hereunder on a provisional basis in accordance with Section 5 below, provided that the transaction complies with the terms of this Agreement. All indebtedness submitted by Merchant for purchase will be evidenced by an approved sales slip. Merchant will not present for purchase any indebtedness that does not arise out of a transaction between a cardholder and Merchant. Merchant agrees to follow the Card Acceptance Guide which is incorporated into and made part of this Agreement, and to be bound by the operating regulations and rules of Visa, MasterCard, Discover and any other card association or network organization covered by this Agreement, as any of the above referenced documents may be modified and amended from time to time. Merchant acknowledges that the Card Acceptance Guide is located on Easy Pay Direct, it's affiliated banking or processing partners’s website at www.Easy Pay Direct, it's affiliated banking or processing partnerspaymentsinc.com. Without limiting the generality of the foregoing, Merchant agrees to comply with and be bound by, and to cause any third party who provides Merchant with services related to payment processing or facilitates Merchant’s ability to accept credit and debit cards and who is not a party to this Card Services Agreement to comply with and be bound by the rules and regulations of Visa, MasterCard, Discover and any other card association or network organization related to cardholders and transaction information security, including without limitation, Payment Card Industry Data Security Standards(“PCI DSS”), Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program. Furthermore, Merchant is required to annually validate PCI DSS compliance, with the initial validation required to be completed within ninety (90) days of the effective date of the Agreement. Merchant will be charged an annual compliance fee (“Compliance Fee”), which is subject to change at agent’s sole discretion, to offset the costs associated with maintaining compliance with PCI DSS and other governmental and regulatory requirements. Merchant also agrees to cooperate at its sole expense with any request for an audit or investigation by Easy Pay Direct, it's affiliated banking or processing partners, Member, a card association or network organization in connection with cardholder and transaction information security. Without limiting the generality of the foregoing, Merchant agrees that it will use information obtained from a cardholder in connection with a card transaction solely for the purpose of processing a transaction with that cardholder or attempting to re-present a chargeback with respect to such transaction. Merchant will indemnify and hold Easy Pay Direct, it's affiliated banking or processing partners, Member and anyone acting on Easy Pay Direct, it's affiliated banking or processing partners or Member’s behalf harmless from any fines and penalties issued by Visa, MasterCard, Discover or any card association or network organization and any other fees and costs arising out of or relating to the processing of transactions by Easy Pay Direct, it's affiliated banking or processing partners Direct and Member at Merchant's location(s) and will reimburse Easy Pay Direct, it's affiliated banking or processing partners for any losses incurred by Easy Pay Direct, it's affiliated banking or processing partners with respect to any such fines, penalties, fees and costs. Easy Pay Direct, it's affiliated banking or processing partners may, from time to time, issue written directions (via mail or Internet) regarding procedures to follow and forms to use to carry out this Agreement. These directions and the terms of the forms are binding as soon as they are issued and shall form part of these Terms and Conditions of the Agreement. Such operating regulations and rules may be reviewed upon appointment at Easy Pay Direct, it's affiliated banking or processing partners's designated premises and Merchant acknowledges that it has had the opportunity to request a review and/or review such operating regulations and rules in connection with its execution of this Card Services Agreement.

Merchant shall adequately display the card issuer service marks and promotional materials supplied by Easy Pay Direct, it's affiliated banking or processing partners. Merchant shall cease to use or display such service marks immediately upon notice from Easy Pay Direct, it's affiliated banking or processing partners or upon termination of this Agreement.

Fees and charges payable by Merchant shall be as set forth in the Merchant Application and these Terms and Conditions. Merchant will be paid for indebtedness purchased under this Agreement by credit to Merchant's account(s). Each purchase of indebtedness shall be funded on a provisional basis until all chargebacks, fees, fines, penalties and other adjustments are identified and implemented in respect of such purchase under this Card Services Agreement and/or the rules and regulations of a card association or network organization. Accordingly, any such provisional funding is subject to reversal and recoupment with regard to any such chargebacks, fees, fines, penalties and other adjustments. Merchant's account(s) will be credited for the gross amount of the indebtedness deposited less the amount of any credit vouchers deposited. Merchant shall not be entitled to credit for any indebtedness that arises out of a transaction not processed in accordance with the terms of this Card Services Agreement or the rules and regulations of a card association or network organization. Availability of any such funds shall be subject to the procedures of the applicable financial institution. Chargebacks and adjustments will be charged to Merchant's account(s) on a daily basis. Merchant agrees to pay and Merchant's account(s) will be charged for the discount, fees, chargebacks and other fees and charges described in this Agreement. Merchant also agrees to pay and Merchant’s account(s) will be debited for all fees, arbitration fees, fines, penalties, etc. charged or assessed by the card associations or network organizations on account of or related to Merchant’s processing hereunder, including without limitation with regards to any third party who provides Merchant with services related to payment processing or facilitates Merchant’s ability to accept credit and debit cards and who is not a party to this Card Services Agreement. If any type of overpayment to Merchant or other error occurs, Merchant's account(s) may be debited or credited, without notice, and if Merchant's account(s) do not contain sufficient funds, Merchant agrees to remit the amount owed directly to Easy Pay Direct, it's affiliated banking or processing partners. Merchant agrees not to, directly or indirectly, prevent, block or otherwise preclude any debit by Easy Pay Direct, it's affiliated banking or processing partners or Member to Merchant's account which is permitted hereunder. Merchant represents and warrants that no one other than Merchant has any claim against such indebtedness except as authorized in writing by Member and Easy Pay Direct, it's affiliated banking or processing partners. Merchant hereby assigns to Member and Easy Pay Direct, it's affiliated banking or processing partners all of its right, title, and interest in and to all indebtedness submitted hereunder and agrees that Member and Easy Pay Direct, it's affiliated banking or processing partners Direct have the sole right to receive payment on any indebtedness purchased hereunder. Merchant acknowledges and agrees, notwithstanding anything set forth in this Card Services Agreement to the contrary, that each purchase of indebtedness under this Card Services Agreement is of such a nature that the price to be paid by the Member and Easy Pay Direct, it's affiliated banking or processing partners cannot be equitably determined until the respective periods permitted for chargebacks, fees, fines, penalties and other adjustments to be assessed or implemented have all expired under this Card Services Agreement and/or the rules and regulations of the applicable card association or network organization. These chargebacks, fees, fines, penalties and other adjustments are an integral part of the purchase transaction, and the final price that is to be paid for such indebtedness by the Member and Easy Pay Direct, it's affiliated banking or processing partners. To the extent that any chargeback, fee, penalty, fine or other adjustment is assessed or implemented, the Member and Easy Pay Direct, it's affiliated banking or processing partners may exercise their right of recoupment with regard to the price provisionally paid for the respective indebtedness that was purchased. In the absence of this remedy, the Merchant acknowledges that it would be overpaid for the indebtedness purchased, and such overpayment shall be held in trust by the Merchant as the legal and equitable property of the Member and Easy Pay Direct, it's affiliated banking or processing partners.

Merchant agrees that it will not acquire any title, copyrights, or any other proprietary right to any advertising material; leased equipment including imprinters, authorization terminals, or printers; software; credit card authenticators; unused forms; and Merchant deposit plastic cards provided by Easy Pay Direct, it's affiliated banking or processing partners in connection with this Card Services Agreement. Merchant will protect all such items from loss, theft, damage or any legal encumbrance and will allow Easy Pay Direct, its affiliated banking or processing partners and its designated representatives reasonable access to Merchant's premises for their repair, removal, modification, installation and relocation. Merchant acknowledges that any equipment or software provided under this Agreement is embedded with proprietary technology (“Software”). Merchant shall not obtain title, copyrights or any other proprietary right to any Software. At all time, Easy Pay Direct, it's affiliated banking or processing partners or its suppliers retain all rights to such Software, including but not limited to updates, enhancements and additions. Merchant shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on such Software. Merchant’s use of such Software shall be limited to that expressly authorized by Easy Pay Direct, it's affiliated banking or processing partners. Easy Pay Direct, it's affiliated banking or processing partners’s suppliers are intended third party beneficiaries of this Agreement to the extent of any terms herein pertaining to such suppliers’ ownership rights; such suppliers have the right to rely on and directly enforce such terms against Merchant. The operating instructions will instruct Merchant in the proper use of the terminals, and Merchant shall use and operate the terminals only in such manner. If Merchant has purchased the maintenance/help desk service hereunder for its terminals, Merchant will promptly notify Easy Pay Direct, it's affiliated banking or processing partners of any equipment malfunction, failure or other incident resulting in the loss of use of the equipment or need for repair or maintenance, whereupon Easy Pay Direct, its affiliated banking or processing partners will make the necessary arrangements to obtain required maintenance. Merchant is responsible for shipping costs Merchant shall cooperate with Easy Pay Direct, it's affiliated banking or processing partners in its attempt to diagnose any problem with the terminal. In the event the Merchant's terminal requires additional Software, Merchant is obligated to cooperate and participate in a dial in down line load procedure. With respect to any item of equipment leased to Merchant by Easy Pay Direct, it's affiliated banking or processing partners, Merchant will not be liable for normal wear and tear, provided, however, that Merchant will be liable to Easy Pay Direct, it's affiliated banking or processing partners in the event that any leased item of equipment is lost, destroyed, stolen or rendered inoperative. Merchant will indemnify Easy Pay Direct, it's affiliated banking or processing partners against any loss arising out of damage to or destruction of any item of equipment provided hereunder for any cause whatsoever. Merchant also agrees to hold harmless and indemnify Easy Pay Direct, it's affiliated banking or processing partners for any costs, expenses, and judgments Easy Pay Direct, it's affiliated banking or processing partners may suffer, including reasonable attorney's fees, as a result of Merchant's use of the equipment provided hereunder. Any unused equipment in its original packaging purchased from Easy Pay Direct, it's affiliated banking or processing partners hereunder may be returned to Easy Pay Direct, it's affiliated banking or processing partners at Merchant's expense within 60 days of receipt. Merchant shall receive a refund of any money paid in connection therewith subject to a restocking fee of an amount equal to 20 percent of the total purchase price for the returned equipment. No refunds shall be issued for any equipment returned after 60 days. Merchant acknowledges that some of the services to be provided by Easy Pay Direct, it's affiliated banking or processing partners and Member hereunder may be provided by third parties. Merchant agrees that except for its right to utilize such services in connection with this Card Services Agreement, it acquires no right, title or interest in any such services. Merchant further agrees that it has no contractual relationship with any third party providing services under this Card Services Agreement and that Merchant is not a third party beneficiary of any agreement between Easy Pay Direct, it's affiliated banking or processing partners or Member, as applicable, and such third party. Merchant may not resell the services of any third party providing services under this Card Services Agreement to any other party.

Merchant agrees to furnish Easy Pay Direct, it's affiliated banking or processing partners and Member such financial statements and information concerning Merchant, its owners, principals, partners, proprietors or its affiliates as Easy Pay Direct, it's affiliated banking or processing partners may from time to time request. Easy Pay Direct, it's affiliated banking or processing partners, or its duly authorized representatives, may examine the books and records of Merchant, including records of all indebtedness previously purchased or presented for purchase. Merchant agrees to retain copies of all paper and electronic sales slips and credit slips submitted to Easy Pay Direct, it's affiliated banking or processing partners for a period of two years from submission, or such longer period of time as may be required by the operating rules or regulations of the card associations or network organizations, by law, or by Easy Pay Direct, it's affiliated banking or processing partners as specifically requested in writing in individual cases. Merchant agrees that Easy Pay Direct, it's affiliated banking or processing partners, Member and anyone acting on Easy Pay Direct, it's affiliated banking or processing partners or Member’s behalf may seek injunctive relief with respect to Merchant's failure to furnish financial or other information upon request.

Merchant agrees to provide Easy Pay Direct, it's affiliated banking or processing partners and Member 60 days prior written notice of its intent to (a) transfer or sell any substantial part (10% or more) of its total stock, assets and/or to liquidate; or (b) change the basic nature of its business, or (c) convert all or part of the business to mail order sales, telephone order sales, or to other sales where the card is not present and swiped through Merchant’s terminal. Upon the occurrence of any such event, the terms of this Agreement may be modified to address issues arising there from, including but not limited to requirements of applicable card associations or network organizations.

This Agreement is not transferable by Merchant without the written consent of Easy Pay Direct, it's affiliated banking or processing partners and Member. Any attempt by Merchant to assign its rights or to delegate its obligations in violation of this paragraph shall be void. Merchant agrees that the rights and obligations of Easy Pay Direct, it's affiliated banking or processing partners Direct hereunder may be transferred by Easy Pay Direct, it's affiliated banking or processing partners without notice to Merchant. Merchant agrees that the rights and obligations of Member hereunder may be transferred to any other member without notice to Merchant. Merchant acknowledges that the transferable rights of Easy Pay Direct, it's affiliated banking or processing partners Direct and Member hereunder shall include, but shall not be limited to, the authority and right to debit the Merchant's account(s) as described herein.

Merchant warrants and represents to Easy Pay Direct, it's affiliated banking or processing partners and Member: (a) that each sales transaction delivered hereunder will represent a bona fide sale to a card holder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the card holder, free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and services which have been sold and delivered to the card holder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the card holder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable card association or network organization, as amended from time to time; (g) that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Easy Pay Direct, it's affiliated banking or processing partners Direct to submit such sales slips for purchase, (h) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (i) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover and any other card association or network organization related to card holder and transaction information security, including without limitation Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (j) that all of the information contained in this Merchant Application and Service Agreement is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Easy Pay Direct, it's affiliated banking or processing partners if Merchant elects to use the terminal service of American Express, Novus, or any other third party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Easy Pay Direct, it's affiliated banking or processing partners via the applicable card processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which results in a chargeback to the Merchant. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card processing network from the agent. NEITHER MEMBER, NOR Easy Pay Direct, it's affiliated banking or processing partners DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Internal Revenue Service (“IRS”) Reporting Merchant hereby warrants and certifies that: (i) the taxpayer identification number (“TIN”) provided on the Merchant Application is Merchant’s true and correct TIN; (ii) Merchant is not subject to backup withholding because (a) Merchant is exempt from backup withholding, (b) Merchant has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified Merchant that it is no longer subject to backup withholding, and (iii) Merchant is a citizen of the United States of America (“U.S.”) or other U.S. person. (For federal tax purposes, Merchant is considered a U.S. person if Merchant is: an individual who is a U.S. citizen, or U.S. resident alien, partnership, corporation, company or association created or organized in the United States or under the laws of the United States, and estate (other than a foreign estate), or a domestic trust (as defined in the Internal Revenue Code section 301.7701-7.))

Merchant agrees to satisfy directly with the card holder any claim or complaint arising in connection with the card sale. Merchant agrees to indemnify and hold EasyPayDirect, it's affiliated banking or processing partners and Member harmless from and against any and all liabilities, losses, claims, damages, disputes, offsets, claims or counterclaims made by a cardholder or any other person or entity with regard to indebtedness sold by Merchant hereunder or any other Service provided hereunder. Merchant agrees to indemnify and hold EasyPayDirect, it's affiliated banking or processing partners and Member harmless from and against any and all liabilities, losses, claims, damages, disputes, offsets, claims or counterclaims related to fraudulent transactions, “card spinning” and data breaches in the event Easy Pay Direct standard fraud prevention protocol has been altered in any way.

Neither Member nor Easy Pay Direct, its affiliated banking or processing partners shall be liable for failure to provide the Services if such failure is due to any cause or condition beyond such party's reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, or other similar causes beyond such party's control. The liability of Easy Pay Direct, it's affiliated banking or processing partners and Member for any loss hereunder, including but not limited to damages arising out of any malfunction of the equipment or the failure of the equipment to operate, the unavailability or malfunction of the Services, personal injury, or property damage, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one (1) month's average charge paid by Merchant hereunder (exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a third party in connection with Merchant’s payment processing) for Services during the previous twelve (12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. This shall be the extent of Easy Pay Direct, it's affiliated banking or processing partners's and Member's liability in the event of any alleged default by Easy Pay Direct, it's affiliated banking or processing partners or Member arising out of or relating in any way to this Agreement, including alleged acts of negligence, breach of contract, or otherwise and regardless of the form in which any legal or equitable action may be brought against Easy Pay Direct, it's affiliated banking or processing partners or Member, whether contract, tort or otherwise, and the foregoing shall constitute Merchant's exclusive remedy. Under no circumstances shall Easy Pay Direct, it's affiliated banking or processing partners or Member be liable for any lost profits, lost interest, or for special, consequential, punitive or exemplary damages, including but not limited to, damages arising out of placement of a Merchant's name on any terminated merchant list for any reason, even if Easy Pay Direct, it's affiliated banking or processing partners or Member has been advised of the possibility of such damages. It is agreed that in no event will Easy Pay Direct, it's affiliated banking or processing partners or Member be liable for any claim, loss, billing error, damage, or expense caused by Easy Pay Direct, it's affiliated banking or processing partners's or Member's performance or failure to perform hereunder which is not reported in writing to Easy Pay Direct, it's affiliated banking or processing partners by Merchant within 60 days of such failure to perform or, in the event of a billing error, within 90 days of the date of the invoice or applicable statement. Merchant expressly waives any such claim that is not brought within the time periods stated herein.

This Agreement shall remain in full force and effect for an initial term of three (3) years. This Agreement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be amended, unless Merchant gives written notice of termination as to the entire Agreement or a portion thereof at least 60 days prior to the expiration of the initial term or any extension or renewals thereof, in which case this Agreement will terminate at the end of the then-current term. Notwithstanding anything to the contrary set forth herein, in the event Merchant terminates the Agreement in breach of this Section 13, all monthly fees assessed to Merchant under the Agreement and due to Easy Pay Direct, it's affiliated banking or processing partners for the remainder of the then existing term of the Agreement, including all minimum monthly fee commitments, shall be immediately due and payable to Easy Pay Direct, it's affiliated banking or processing partners, and Merchant hereby authorizes Easy Pay Direct, it's affiliated banking or processing partners to deduct the greater of (a) $295 and (b) all remaining monthly fees (provided in no event shall either such amount exceed the maximum amount permitted by applicable state law) from Merchant’s account referenced in Section 5, or to otherwise withhold the total amount from amounts due to Merchant from Easy Pay Direct, it's affiliated banking or processing partners, immediately on or after the effective date of termination. If the Merchant’s account does not contain sufficient funds for the debit or the amount cannot be withheld by Easy Pay Direct, it's affiliated banking or processing partners from amounts due to Merchant, Merchant shall pay Easy Pay Direct, it's affiliated banking or processing partners the amount due within ten (10) days of the date of Easy Pay Direct, it's affiliated banking or processing partners’s invoice for same. The payment of accelerated monthly fees as described here is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate Easy Pay Direct, it's affiliated banking or processing partners for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but in addition to any payment obligations for Services already provided hereunder (or that Easy Pay Direct, it's affiliated banking or processing partners may continue to provide), which shall be an additional cost, and any and all other damages to which Easy Pay Direct, it's affiliated banking or processing partners may be entitled hereunder. Notwithstanding the foregoing, Easy Pay Direct, it's affiliated banking or processing partners may terminate this Agreement or any portion thereof upon written notice to Merchant. Furthermore, Easy Pay Direct, it's affiliated banking or processing partners may terminate this Agreement at any time without notice upon Merchant's default in performing under any provision of this Agreement, upon an unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, or to any activity where the card is not physically present and swiped through the Merchant’s terminal, upon any failure to follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, or in the event Easy Pay Direct, it's affiliated banking or processing partners Direct reasonably deems itself insecure in continuing this Agreement. In the event that Easy Pay Direct, it's affiliated banking or processing partners and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Easy Pay Direct, it's affiliated banking or processing partners and Member of its intention to terminate this Agreement unless such breach is remedied within 30 days of such notice. Failure to remedy such a breach shall make this Agreement terminable, at the option of the Merchant, at the end of such 30 day period unless notification is withdrawn. Any Merchant deposit of sales or credit slips that is accepted by Easy Pay Direct, it's affiliated banking or processing partners and Member or by a designated depository after the effective date of termination will be returned to Merchant and will not be credited(or debited) to its account(s). If the deposit has already been posted to Merchant's account(s), said posting will be reversed and the deposit returned to Merchant. Termination of this Agreement shall not affect Merchant’s obligations which have accrued prior to termination or which relate to any indebtedness purchased hereunder prior to termination, including but not limited to charge backs even if such charge backs come in after termination. In the event of termination, all equipment leased from Easy Pay Direct, it's affiliated banking or processing partners (but not from any other leasing agent), including but not limited to imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Easy Pay Direct, it's affiliated banking or processing partners at Merchant's expense. Notwithstanding the foregoing, if within forty-five (45) days of Merchant’s execution of this Agreement Merchant both provides it's affiliated banking or processing partners or Easy Pay Direct, it's affiliated banking or processing partners with written notice that it wishes to terminate this Agreement immediately and, if applicable, returns to Easy Pay Direct, it's affiliated banking or processing partners, or anyone acting on Easy Pay Direct, it's affiliated banking or processing partners or Member’s behalf, at Merchant’s expense any free terminals Merchant received in connection with this Agreement, Merchant shall not be responsible for the payment of the above referenced accelerated monthly fees, but shall be responsible for compliance with all other terms and conditions set forth in this Agreement, including but not limited to payment for all fees incurred prior to the termination of this Agreement.

If a card holder disputes any transaction, if a transaction is charged back for any reason by the card issuing institution, or if Easy Pay Direct, it's affiliated banking or processing partners or Member has any reason to believe an indebtedness previously purchased is questionable, not genuine, or is otherwise unacceptable, the amount of such indebtedness may be charged back and deducted from any payment due to Merchant or may be charged against any of Merchant's accounts or the Reserve Account (as defined below). Merchant acknowledges and agrees that it is bound by the rules of the card associations and network organizations with respect to any chargeback. Merchant further acknowledges that it is solely responsible for providing Easy Pay Direct, it's affiliated banking or processing partners and Member with any available information to re-present a chargeback and that, regardless of any information it provides or does not provide Easy Pay Direct, it's affiliated banking or processing partners and Member in connection with a chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such chargeback. A list of some common reasons for chargebacks is contained in the Card Acceptance Guide provided, however, that such list is not exclusive and does not limit the generality of the foregoing. If any such amount is uncollectible through withholding from any payments due hereunder or through charging Merchant's accounts or the Reserve Account, Merchant shall, upon demand by Easy Pay Direct, it's affiliated banking or processing partners, pay Easy Pay Direct, it's affiliated banking or processing partners the full amount of the chargeback. Merchant understands that obtaining an authorization for any sale shall not constitute a guarantee of payment, and such sales slips can be returned or charged back to Merchant like any other item hereunder.

At any time, Easy Pay Direct, it's affiliated banking or processing partners and Member may, at their option, establish a reserve account to secure the performance of Merchant's obligations under this Agreement to such party ("Reserve Account"). The Reserve Account may be funded, at Easy Pay Direct, it's affiliated banking or processing partners’s (or anyone acting on Easy Pay Direct, it's affiliated banking or processing partners’s behalf’s) sole discretion, through any or all of the following: (a) Direct payment by Merchant - At the request of Easy Pay Direct, it's affiliated banking or processing partners or Member, Merchant will deposit funds in the Reserve Account; (b) The proceeds of indebtedness presented for purchase; or (c) The transfer by Easy Pay Direct, it's affiliated banking or processing partners and Member into the Reserve Account of funds withdrawn from any of the accounts referred to in Section 5 or any other accounts, including certificates of deposit, maintained by Merchant or Merchant's guarantor, if any, with any designated depository or other financial institution. Merchant and Merchant’s guarantor hereby grant Member a security interest in all said accounts and authorize Easy Pay Direct, it's affiliated banking or processing partners (to the extent authorized by Member) or Member to make such withdrawals at such times and in such amounts as it may deem necessary hereunder. Merchant and Merchant’s guarantor hereby instruct said financial institutions to honor any requests made by Easy Pay Direct, it's affiliated banking or processing partners and Member under the terms of this provision. Merchant and Merchant’s guarantor will hold harmless the financial institutions and indemnify them for any claims or losses they may suffer as a result of honoring withdrawal requests from Easy Pay Direct, it's affiliated banking or processing partners and Member. Merchant hereby agrees that Easy Pay Direct, it's affiliated banking or processing partners and Member may deduct from this Reserve Account any amount owed to such party in accordance with this Agreement. Any funds in the Reserve Account may be held until the later of (a) the expiration of any potentially applicable chargeback rights in respect of purchased indebtedness under the rules and regulations of the card associations or network organizations and (b) the period necessary to secure the performance of Merchant’s obligations under this Card Services Agreement, which holding period may extend beyond termination of this Agreement. The Merchant will not receive any interest on funds being held in a Reserve Account. Without limiting the generality of the foregoing, Merchant shall, upon termination of this Card Services Agreement, maintain the sum of at least five percent (5%) of gross sales for the 90 day period prior to termination to be held in a Reserve Account in accordance with the terms of this Card Services Agreement. Easy Pay Direct, it's affiliated banking or processing partners may, at its discretion upon termination of this Agreement, require that the Merchant maintain more than five percent (5%) of gross sales for the 90 day period prior to termination in a Reserve Account.

Upon failure by Merchant to meet any of its obligations under this Agreement (including funding the Reserve Account), any of the accounts referred to in Section 5 or any other accounts belonging to Merchant or Merchant’s guarantor held by any designated depository (or by any other financial institution) may be debited without notice to Merchant, and Merchant and Merchant’s guarantor gives Member and Easy Pay Direct, it's affiliated banking and processing partners a security interest in all such accounts for these purposes. The scope of the security interest, and Merchant's and Merchant’s guarantor’s instructions to its financial institutions to accept withdrawal requests from Easy Pay Direct, it's affiliated banking or processing partners and Member, and Merchant's agreement to hold such institutions harmless and to indemnify them are described above in Section 15. Merchant also agrees that, in the event of a default by Merchant, and in furtherance of its rights under Section 5 above and otherwise, Member has a right of setoff and may apply any of Merchant's deposit balances or any other monies due Merchant from Member towards the payment of amounts due from Merchant under the terms of this Agreement. The rights stated herein are in addition to any other rights Easy Pay Direct, it's affiliated banking or processing partners and Member may have under applicable law.

This Agreement may be amended only in writing signed by Easy Pay Direct, it's affiliated banking or processing partners, Member, and Merchant, except that (a) the Card Acceptance Guide and any and all fees, charges, and/or discounts (including without limitations non-qualified surcharge rates) may be changed immediately, or (b) Easy Pay Direct, it's affiliated banking or processing partners Direct may mail Merchant either a notice describing amendments to this Agreement or an entirely new agreement, which amendments or new agreement will be binding upon Merchant if it deposits sales or credit slips after the effective date of such amendment or new agreement set forth in Easy Pay Direct, it's affiliated banking or processing partners's notice.

No provision of this Agreement shall be deemed waived by any party unless such waiver is in writing and signed by the party against whom enforcement is sought. No failure to exercise, and no delay in exercising on the part of any party hereto, any right, power or privilege under this Card Services Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege under this Card Services Agreement preclude any other or further exercise thereof or the exercise of any right, power, or privilege.

Merchant authorizes Easy Pay Direct, it's affiliated banking or processing partners to order a credit report on Merchant or any owner, officer, shareholder, partner, proprietor, managing agent or guarantor of Merchant. Merchant hereby authorizes Member or any depository institution to release any financial information concerning Merchant or its accounts to Easy Pay Direct, it's affiliated banking or processing partners. Subsequent credit reports may be ordered in connection with updating, renewing or continuing this Agreement. Upon the written request of any individual who is the subject of a consumer credit report, Easy Pay Direct, it's affiliated banking or processing partners will provide the name and address of the consumer credit reporting agency furnishing such report, if any. Easy Pay Direct, it's affiliated banking or processing partners may exchange information about Merchant, Merchant's owners, principals, partners, proprietors, officers, shareholders, managing agents and guarantors with Member, other financial institutions and credit card associations, network organizations and any other party. Merchant hereby authorizes Easy Pay Direct, it's affiliated banking or processing partners to disclose information concerning Merchant's activity to any card association, network organizations, or any of their member financial institutions, or any other party without any liability whatsoever to Merchant.

If Merchant elects to receive monthly statements by accessing them on-line (an “E-statement”), Merchant will need to visit and register at their processor's relevant URL, agent’s secure website, to obtain a user ID and password. Merchant will be required to provide their merchant ID and other additional information to verify their identification. After completing the registration process, Merchant will be able to access their E-statement(s) by visiting their processor's relevant URL and logging in with their user ID and password, which user ID and password can l be reset at any time by Merchant. Merchant will typically have access to the E-statement by the third business day of the following month. Merchant acknowledges and agrees that if they elect to receive E-Statements, they will not receive a monthly paper account statement by mail. However, Merchant is entitled to also receive a paper copy of monthly statements through the U.S. mail by contacting Easy Pay Direct or the processor or bank connected to the account, and following the opt-out procedures provided through that link, or by contacting their agent or the customer service number provided on their statements and in the welcome letter; provided, however, exercising the option to opt out does not constitute a withdrawal of consent to receive monthly E-statements. If Merchant chooses to receive paper statements, Merchant will be charged a monthly fee of $1.00 for each statement. In order to register to receive and access to Estatements, Merchant will need (i) internet access, (ii) a currently supported version of one the following internet browsers Internet Explorer, Firefox or Safari, and (iii) a currently supported PDF viewer (such as Adobe Reader which is available for free download at http://get.adobe.com/reader/ ). These requirements, browsers and/or PDF readers may change from time to time, and Merchant will be provided notice of any such change. Neither Member, Easy Pay Direct, it's affiliated banking / processing partners nor their agents are responsible for ensuring that Merchant’s E-statements are accessible through outdated vendor products. In the event Merchant is unable to access any of the information that has been made available on the E-statement, it is Merchant’s obligation to notify its agent immediately. Without limiting any of the rights under this Agreement, neither Member, Easy Pay Direct, it's affiliated banking / processing partners nor its agents are responsible for: (i) consequential or incidental damages caused by services performed by Member, Easy Pay Direct, it's affiliated banking / processing partners nor its agents, any agents of Member, Easy Pay Direct, it's affiliated banking or processing partners or its agents, or Merchant’s internet services provider; (ii) damages arising from unauthorized access to E-statements; or (iii) any costs associated with updating, modifying, or terminating Merchant’s software or hardware. Member, Easy Pay Direct, it's affiliated banking or processing partners or its agents may change, suspend, or terminate all or any aspect of the E-statement upon notice to Merchant.

If any provision of this Agreement or portion thereof is held to be unenforceable, such a determination will not affect the remainder of this Agreement. Paragraph headings are included for convenience only and are not to be used in interpreting this Agreement.

All notices required by this Agreement shall be in writing and shall be sent by telefax, by overnight carrier, or by regular or certified mail. All notices sent to Easy Pay Direct, it's affiliated banking or processing partners or Member shall be effective upon actual receipt by the Corporate Secretary of Easy Pay Direct, LLC, their ISO or the affiliate bank or processing partner on the account. Any notices sent to Merchant shall be effective upon the earlier of actual receipt or upon sending such notice to the address provided by Merchant in the Merchant Application. The parties hereto may change the name and address of the person to whom all notices or other documents required under this Agreement must be sent at any time by giving written notice to the other party.

From time to time Easy Pay Direct, it's affiliated banking or processing partners and/or its agents may monitor and record telephone calls regarding Merchant’s account to assure the quality of their service(s). Merchant agrees, in order for Easy Pay Direct, it's affiliated banking or processing partners and/or its agents to service the account or to collect any amounts Merchant may owe, that Easy Pay Direct, it's affiliated banking or processing partners and/or its agents may from time to time make calls and/or send emails and/or text messages to the Merchant, using pre-recorded/artificial voice messages and/or through the use of an automatic dialing device, at any telephone number associated with Merchant’s account, including wireless telephone numbers that could result in charges to Merchant, or at any email address Merchant provide to Easy Pay Direct, it's affiliated banking or processing partners and/or its agents.

The Agreement, including these Terms and Conditions and the Merchant Application, constitutes the entire Agreement between Merchant, Easy Pay Direct, it's affiliated banking or processing partners Direct, and Member and supersedes all prior memoranda or agreements relating thereto, whether oral or in writing. The Merchant, Easy Pay Direct, it's affiliated banking or processing partners and Member agree that, in order for the rights and obligations of the parties to be fairly and equitable administered, the various purchases of indebtedness contemplated under these Terms and Conditions and the Merchant Application shall constitute a single, integrated transaction, and not a series of separate or discrete transactions.

Should it be necessary for Easy Pay Direct, it's affiliated banking or processing partners or Member to defend or enforce any of its rights under this Agreement in any collection or legal action, Merchant agrees to reimburse Easy Pay Direct, it's affiliate banking or processing partners and/or Member, as applicable, for all costs and expenses, including reasonable attorney’s fees, as a result of such collection or legal action. Without limiting the generality of the foregoing, Merchant agrees to reimburse Easy Pay Direct, it's affiliated banking or processing partners and/or Member, as applicable, for all costs and expenses, including reasonable attorney’s fees, incurred by Easy Pay Direct, it's affiliated banking or processing partners and/or Member in enforcing or defending its rights under this Section 24, without regard to whether there has been an adjudication on the merits in any such action. Merchant waives trial by jury with respect to any litigation arising out of or relating to this Agreement. Easy Pay Direct, it's affiliated banking or processing partners, Member, and Merchant agree that any and all disputes or controversies of any nature whatsoever (whether in contract, tort or otherwise) arising out, relating to, or in connection with (a) this Agreement, (b) the relationships which result from this Agreement, or (c) the validity, scope, interpretation or enforceability of the choice of law and venue provisions of this Agreement, shall be governed by the laws of the State of Georgia, notwithstanding any conflicts of laws rules, and shall be resolved, on an individual basis without resort to any form of class action and not consolidated with the claims of any other parties. Easy Pay Direct, it's affiliated banking or processing partners, Member, and Merchant agree that all actions arising out, relating to, or in connection with (a) this Agreement, (b) the relationships which result from this Agreement, or (c) the validity, scope, interpretation or enforceability of the choice of law and venue provision of this Agreement shall be brought in either the courts of the State of Texas sitting in Travis County, and expressly agree to the exclusive jurisdiction of such courts.

This Card Services Agreement shall become effective only upon acceptance by Easy Pay Direct, it's affiliated banking or processing partners and Member, or upon delivery of indebtedness at such locations as designated by Easy Pay Direct, it's affiliated banking or processing partners for purchase, whichever event shall first occur.

The financial institution set forth in the Merchant Application is designated by Merchant as a depository institution ("Depository") for its credit card indebtedness. Such financial institution must be a member of an Automated Clearing House Association. Merchant authorizes payment for indebtedness purchased hereunder to be made by paying Depository therefore with instructions to credit Merchant's accounts. Depository, Member, and/or Easy Pay Direct, it's affiliated banking or processing partners may charge any of Merchant's accounts at Depository for any amount due under this Agreement. Easy Pay Direct, it's affiliated banking or processing partners must approve in writing any proposed changes to the account numbers or to the Depository. Merchant hereby authorizes Depository to release any and all account information to Easy Pay Direct, it's affiliated banking or processing partners or anyone acting on Easy Pay Direct, it's affiliated banking or processing partners’s behalf as Easy Pay Direct, it's affiliated banking or processing partners may request without any further authorization, approval or notice from or to Merchant.

The acquisition and processing of sales slips hereunder is a financial accommodation and, as such, in the event Merchant becomes a debtor in bankruptcy, this Agreement cannot be assumed or enforced, and Easy Pay Direct, it's affiliated banking or processing partners and Member shall be excused from performance hereunder.

Debit Sponsor shall act as Merchant’s sponsor with respect to the participation of point-of-sale terminals owned, controlled, and/or operated by Merchant (the "Covered Terminals") in each of the following debit card networks ("Networks"): Accel, AFFN, Alaska Option, CU24, Interlink, Maestro, NYCE, Pulse, Shazam, Star, and Tyme, which Networks may be changed from time-to-time by Debit Sponsor or Easy Pay Direct, it's affiliated banking or processing partners without notice. Merchant may also have access to other debit networks that do not require a sponsor. Easy Pay Direct, it's affiliated banking or processing partners will provide Merchant with the ability to access the Networks at the Covered Terminals for the purpose of authorizing debit card transactions from cards issued by the members of the respective Networks. Easy Pay Direct, it's affiliated banking or processing partners will provide connection to such Networks, terminal applications, settlement, and reporting activities. Merchant will comply with all federal, state, and local laws, rules, regulations, and ordinances ("Applicable Laws") and with all by-laws, regulations, rules, and operating guidelines of the Networks ("Network Rules"). Merchant will execute and deliver any application, participation, or membership agreement or other document necessary to enable Debit Sponsor to act as sponsor for Merchant in each Network. Merchant agrees to utilize the debit card Services in accordance with the Card Services Agreement, its exhibits or attachments, and Easy Pay Direct, it's affiliated banking or processing partners’s instructions and specifications (including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Card Services Agreement), and to provide Easy Pay Direct, it's affiliated banking or processing partners with the necessary data in the proper format to enable Easy Pay Direct, it's affiliated banking or processing partners to properly furnish the Services. Copies of the relevant agreements or operating regulations shall be made available to Merchant upon request. Merchant shall not in any way indicate that Debit Sponsor endorses Merchant’s activities, products, or services. Debit Sponsor and Merchant are and shall remain independent contractors of one another, and neither they, nor their respective individual employees, shall have or hold themselves out as having any power to bind the other to any third party. Nothing contained in this Section shall be construed to create or constitute a partnership, joint venture, employer-employee, or agency relationship between Debit Sponsor and Merchant. In the event that Debit Sponsor’s sponsorship of Merchant in any Network is terminated prior to the termination of the Card Services Agreement, Easy Pay Direct, it's affiliated banking or processing partners may assign Debit Sponsor’s rights and obligations hereunder to a third party. All provisions in this Section necessary to enforce the rights and obligations of the parties contained in this Section shall survive the termination of Debit Sponsor’s debit sponsorship of Merchant under the Card Services Agreement. Debit Sponsor may assign this Agreement to any parent, subsidiary, affiliate, or successor-in-interest. DEBIT CARD MERCHANT. EACH DEBIT CARD TRANSACTION WILL BE ASSESSED THE NETWORK'S ACQUIRER FEE IN ADDITION TO THE DEBIT CARD PER ITEM FEE QUOTED IN THE CARD SERVICES FEE SCHEDULE OF THE MERCHANT APPLICATION

Merchant agrees to issue Benefits to Recipients in accordance with procedures specified herein, and in all documentation and user guides provided to Merchant by Easy Pay Direct, it's affiliated banking or processing partners, as amended from time-to-time (including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Card Services Agreement); and pursuant to the Quest Operating Rules (the “Rules”), as amended from time-to-time, issued by the National Automated Clearing House Association as approved by the Financial Management Service of the U.S. Treasury Department. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed them in the Rules. Merchant will provide each recipient a receipt of each Benefit issuance. Merchant will be solely responsible for Merchant's issuance of Benefits other than in accordance with authorizations. Merchant agrees to comply with all the requirements, laws, rules and regulations pertaining to the delivery of services to Benefit Recipients and Benefit Recipient confidentiality. If Merchant issues FS Benefits under this Card Services Agreement, Merchant represents and warrants to Easy Pay Direct, it's affiliated banking or processing partners that Merchant is and FNS-authorized “Merchant” (as such term is defined in the Rules) and is not currently suspended or disqualified by FNS. Merchant agrees to secure and maintain at its own expense all necessary licenses, permit, franchises, or other authorities required to lawfully effect the issuance and distribution of Benefits under this Card Services Agreement, including without limitation, any applicable franchise tax certificate and non-governmental contractor's certificate, and covenants that Merchant will not issue Benefits at any time during which Merchant is not in compliance with the requirements of any applicable law. Merchant agrees to hold Easy Pay Direct, it's affiliated banking or processing partners Direct harmless from any costs of compliance or failure to comply with any such obligation by Merchant. Easy Pay Direct, it's affiliated banking or processing partners may terminate or modify the provision of Services to Merchant if any of Easy Pay Direct, it's affiliated banking or processing partners's agreements with government EBT agencies are terminated for any reason or if any party threatens to terminate services to Easy Pay Direct, it's affiliated banking or processing partners due to some action or inaction on the part of Merchant. If any of these Card Services Terms & Conditions are found to conflict with Federal or State law, regulation or policy of the Rules, these Card Services Terms & Conditions are subject to reasonable amendment by Easy Pay Direct, it's affiliated banking or processing partners, the State or its EBT Service Provider to address such conflict upon ninety (90) days written notice to Merchant, provided that Merchant may, upon written notice, terminate the Card Services Agreement upon receipt of notice of such amendment. Nothing contained herein shall preclude the State from commencing appropriate administrative or legal action against Merchant or for making any referral for such action to any appropriate Federal, State, or local agency. Any references to “State” herein shall mean the State in which Merchant issues Benefits pursuant hereto. If merchant issues Benefits in more than one State pursuant hereto, then the reference shall mean each such State severally, not jointly.

Merchant is hereby granted a limited non-exclusive, non-transferable license to use Discover brands, emblems, trademarks, and/or logos that identify Discover cards (“Discover Program Marks”). Merchant is prohibited from using the Discover Program Marks other than is expressly authorized in writing by Easy Pay Direct, it's affiliated banking or processing partners. Merchant shall not use the Discover Program Marks other than to display decals, signage, advertising and other forms depicting the Discover Program Marks that are provided to Merchant by Easy Pay Direct, it's affiliated banking or processing partners pursuant to this Card Services Agreement or otherwise approved in advance in writing by Easy Pay Direct, it's affiliated banking or processing partners. Merchant may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Easy Pay Direct, it's affiliated banking or processing partners in writing. Merchant shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the Discover Program Marks. Merchant recognizes that it has no ownership rights in the Discover Program Marks and shall not assign to any third party any of the rights to use the Discover Program Marks.

Pricing for services may vary based on banks, industry, location, size, marketing model and/or other risk factors and is at the discretion of Easy Pay Direct or its associated partners. By agreeing to these terms, you are agreeing to pricing of a minimum of $36 per month, 2.69% for qualified transactions, 3.79% for non qualified transactions, and $0.36 per transaction.

Merchant pricing appears in the Card Services Fee Schedule of the Merchant Application. T&E merchants (airline, car rental, cruise line, fast food,lodging, restaurant, travel agent, transportation) may have separate rates quoted for consumer and commercial (business) transactions. Transactions that do not clear as priced are subject to MID or non qualified surcharges (MID/NQS) that are billed back to you on your monthly statement. The most predominate market sectors and applicable MID or non-qualified surcharge rates appear below. Most MID or non-qualified surcharges can be avoided by using products that support authorization and market data requirements established by the card associations and that are subject to change from time to time. Some MID or non-qualified surcharges occur on specific types of cards (including without limitation Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card. MasterCard World Card, MasterCard World Elite Card and “foreign” cards issued outside the United States), if the merchant accepts credit cards. Unless your Card Services Fee Schedule specifically addresses commercial cards (i.e., Business Cards, Corporate Cards, Fleet Cards, GSA Cards, Purchase Cards), you will be billed back for the higher cost of acceptance of commercial cards; this is also unavoidable based on the card association requirement to accept all types of credit cards, if the merchant accepts credit cards, unless you are primarily a business-to-business supplier with corresponding pricing based on acceptance of commercial cards. The card associations require that information from the original authorization, including a life cycle identifier, be retained and returned with subsequent authorizations and/or the settled transaction data. The card associations validate this information as part of the clearing and settlement process. If authorization data is not retained and returned at settlement, then the transaction will not clear as priced and will incur MID/NQS. The items listed in this Section 30 are not and are not intended to be a comprehensive list of all instances in which non-qualified surcharges may apply. Non-qualified surcharges may apply in additional situations. All non-qualified surcharges include additional fees assessed by the applicable card association and Easy Pay Direct, it's affiliated banking or processing partners. Merchant will also be assessed (a)Cross-Border fees and a U.S. Acquirer Support fee for international MasterCard and Maestro transactions and (b) an International Service Assessment fee for international Visa transactions. These fees, which are applicable to transactions between the merchant and a MasterCard or Maestro or Visa card holder , as applicable, outside the United States, which are in addition to any fees stated on the Merchant Application and will be displayed as a separate item on Merchant’s monthly statement. All references to non-qualified surcharges in this Section 30 shall include both mid-qualified and non-qualified surcharges.

MID AND NON-QUALIFIED SURCHARGES FOR PREDOMINANT MARKET SECTORS Retail/Restaurant Electronic Merchant If you are a Retail Merchant or a Restaurant Merchant with retail-only pricing (no Business Card Rate) and utilize a certified terminal product or electronic system for authorization and settlement through Easy Pay Direct, it's affiliated banking or processing partners, each consumer card transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, including without limitation retail commercial card transactions in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, MasterCard World Elite Card and all Commercial Cards, will be priced at the non-qualified rate quoted in the Merchant Application • Obtain a single electronic authorization with magnetic strip read or contactless data capture (electronic imprint) at the time of sale. • Obtain a single electronic authorization and settle for authorized amounts. • Obtain a cardholder signature (unless transaction is eligible for No Signature Required [NSR] program). • Settle and transmit batches same day via your terminal/electronic system. • The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions unless a Restaurant (MCC 5812), Fast Food (MCC 5814), Service Station (MCC 5541) or, Bar/Tavern (MCC 5513), Beauty/Barber Shop (MCC 7230), or Taxi/Limousines (MCC 4121). • The electronic authorization amount must be equal to the transaction amount on Discover retail transactions except that Taxi Limousines (MCC 4121) and Beauty/Barber Shop (MCC 7230) merchant transactions may vary up to 20%.. Restaurant (MCC 5812), Fast Food (MCC 5814), Service Station (MCC 5541) or Bar/Tavern (MCC 5513) transactions may vary by more than 20% from the electronic authorization without incurring NQS.

Restaurant Electronic Merchant If you are a Restaurant Merchant MCC 5812 or Fast Food Merchant MCC 5814 and utilize a certified terminal product or electronic system for authorization and settlement through Easy Pay Direct, it's affiliated banking or processing partners, each consumer card transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card will be priced at the non-qualified rate quoted in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to the Business Card rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the non-qualified rate quoted in the Merchant Application. • Obtain a single electronic authorization with magnetic strip read or contactless data capture (electronic imprint) at the time of sale. • Obtain a cardholder signature (unless transaction is eligible for NSR program). • Settle and transmit batches same day via your terminal/electronic system.

Supermarket Electronic Merchant If you are an approved (certified) supermarket merchant and utilize a terminal or electronic system for authorization and settlement through Easy Pay Direct, it's affiliated banking or processing partners Direct, each transaction you submit which meets all of the following requirements will be priced at the rate(s) quoted for Supermarket Credit Card and Supermarket Check Card. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, MasterCard World Elite and commercial cards, will be priced at the non-qualified rate quoted in the Merchant Application. • Obtain a magnetic strip read (card swipe/contactless data capture/electronic imprint) at the time of sale. • Obtain a single electronic authorization and settle for authorized amounts. • Obtain a cardholder signature (unless transaction is eligible for NSR program). • Settle and transmit batches same day via your terminal/electronic system. • The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions.

Developing Market Electronic Merchant If you qualify as a Developing Market Merchant (as defined by Association guidelines from time to time) and utilize a terminal or electronic system for authorization and settlement through Easy Pay Direct, it's affiliated banking or processing partners, each transaction you submit which meets all the following requirements will be priced at the rates quoted. Any other transaction, including commercial card transactions, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card, and non-magnetic stripe read foreign transactions will be priced at the non-qualified rate quoted in the Merchant Application. In addition, each Visa transaction not processed as outlined, but transmitted same day or next day via your terminal/electronic system, will be priced at the non-qualified rate quoted in the Merchant Application. • Obtain a single electronic authorization. • Settle and transmit batches same day via your terminal/electronic system. • Provide market data as required: If card is not present and a magnetic stripe read does not occur, then Merchant may be required to comply with "Direct Marketer" market data requirements including AVS request on cardholder billing address at time of authorization. If card is present and cardholder signature is obtained, however the magnetic stripe is damaged, then Merchant may be required to obtain AVS match on cardholder billing address zip code.

Direct Marketer Electronic Merchant If you are a Direct Mail/Telephone Order Merchant (non-magnetic swipe read transactions), and utilize a certified terminal product or electronic system for authorization and settlement through Easy Pay Direct, it's affiliated banking or processing partners, each transaction you submit which meets all of the following requirements will be priced at the rate quoted. Any other transaction, including all foreign transactions and commercial card transactions in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card will be priced at the non-qualified rate quoted in the Merchant Application. • Obtain an electronic authorization and settle for authorized amounts (one reversal permitted on Visa transactions to make authorization amount equal to settle amount). • Address Verification Request in authorization on cardholder billing address. For Discover transactions, Merchant must obtain full address verification request on street number and/or 9 digit postal code. • CID verification for Discover merchants on non-recurring transactions. • Purchase date (settled date) is ship date. • Send order number with each transaction. • Settle and transmit batches same day via your terminal/electronic system. • Send level 3 data (line item detail, sales tax, customer code) with every eligible commercial card transaction. NOTE: Card Not Present transactions involving one-time, recurring, or installment bill payment transactions are subject to additional card association requirements which must be complied with to avoid NQS. Electronic commerce transaction requirements are also subject to additional card association requirements which must be complied with to avoid NQS. Please refer to Card Acceptance Guide for additional requirements.

Purchase Card Electronic Merchant If you are a Purchase Card Merchant (non-magnetic swipe read transactions) and utilize a certified terminal product or electronic system for authorization and settlement through Easy Pay Direct, it's affiliated banking or processing partners, each transaction you submit which meets the following requirements will be priced at the rate quoted. Each Visa transaction not processed as outlined, but transmitted same day or next day via your terminal/electronic system, will be priced at the non-qualified rate quoted in the Merchant Application. Each Visa business and commercial card transaction will be priced at the rate quoted plus 1.20%. Any other transaction that does not meet the following requirements, including without limitation foreign transactions, tax-exempt Visa Commercial transactions, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card, will be priced at the non-qualified rate quoted in the Merchant Application. • Obtain an electronic authorization and settle for authorized amounts (one reversal permitted on Visa transactions to make authorization amount equal to settled amount). • Address Verification Request in authorization on cardholder billing address. • Purchase date (settled date) is ship date. • Send order number (customer code) with each transaction. • Send tax amount with every transaction. • Send Level 3 data (line item detail) with every eligible commercial card transaction. Sales tax exempt transactions will not be considered to meet these requirements unless they include Level 3 data (line item detail). • Settle and transmit batches same day via your terminal/electronic system.

Lodging/Auto Rental Electronic Merchant If you are a Lodging or Auto Rental Merchant utilizing a terminal or electronic system for authorization and settlement through Easy Pay Direct, it's affiliated banking or processing partners, each consumer card transaction you submit which meets the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, including without limitation non-magnetic stripe read foreign transactions, and transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, MasterCard World Elite Card will be priced at the rate plus 1.48%. Commercial Card transactions that meet these requirements will be subject to the Business Card rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the non-qualified rate quoted in the Merchant Application. • Obtain a magnetic swipe read (card swipe/electronic imprint) at the time of check-in. • Obtain additional electronic authorizations or send partial reversals to bring total authorized amount within 15% of settled amount. Authorizations must meet card association requirements. • Obtain a cardholder signature for final transaction amount. • Purchase Date is hotel check-out date/auto return date. • Length of guest stay/rental in initial authorization. • Hotel Folio/Rental Agreement Number and check-in date/check-out date transmitted with each transaction. • Additional market data may be required for commercial card transactions to avoid NQS. Lodging merchants who (1) accept credit cards for advance payment; (2) guarantee reservations using a credit card; or (3) provide express check-out services to guests, must comply with additional card associate ion requirements for these services in addition to additional authorization and settlement market data requirements. Lodging merchants who subject charges to final audit and bill for ancillary/additional charges must comply with additional bank card association requirements for these services in addition to additional authorization and settlement market data requirements to avoid NQS. These transactions may also be subject to the rate quoted plus 1.48%. Please see Card Acceptance Guide for requirements and best practices for these transactions.

TouchTone Capture Merchant Transactions which utilize our TouchTone Capture system for authorizations and settlement, settle beyond 48 hours, or are not transmitted via the TouchTone Capture system, will be priced at the non-qualified rate quoted in the Merchant Application.

Paper Deposit Merchant Non-terminal/electronic paper deposit transactions will be priced at the rate quoted in the Card Services Fee Schedule of the Merchant Application.

Debit Card Merchant Each debit card transaction will be assessed the network’s acquirer fee in addition to the debit card per item fee quoted in the Card Services Fee Schedule of the Merchant Application. Card Present: / Mag Stripe Failure: A magnetic stripe read is also referred to as an electronic imprint. If the magnetic stripe is damaged, then other validation means may be required to protect against counterfeit cards and merchant must obtain a manual imprint. Most products will prompt for cardholder billing zip code and perform an AVS check for a zip code match. CID verification is recommended for Discover key-entered transactions. Key-entered retail transactions are subject to higher interchange and NQS. The foregoing information regarding NQS is not comprehensive and is subject to change by the card association. Additional or different rates or fees may apply based on the details of a subject transaction.

1.Have you ever experienced an Account Data Compromise "ADC"? Yes No If yes, provide date of compromise a) Have you validated PCI DSS (Payment Card Industry Data Security Standard) compliance? Yes No If yes, go to 1(b); If no, go to #2 b) Date of compliance, Report on Compliance "ROC" or Self Assessment Questionnaire "SAQ"? c) What is the name of your Qualified Security Assessor "QSA" or Self Assessment Questionnaire(pick one) A B d) Date of last scan Approved Scanning Vendor's name: C D

2.Are you using a "dial-up" terminal or "TTC" Touch Tone Capture? Yes No

3.Do you or your Service Provider(s) receive, pass, transmit or store the Full Cardholder Number "FCN", electronically? Yes No a) If yes, where is card data stored? Merchant's Location Only Merchant's Headquarters/Corp office only Primary Service Provider Both Merchant and Service Provider(s) Other Service Provider All Apply

4.What Primary Service Provider/Software Developer did you purchase your point of sale "POS" application from (e.g., software,gateway)? a) What is the name of the Service Provider/Software Developer's application? Software Version #? b) Do your transactions process through any other Service Provider (e.g., web hosting companies, gateways, corporate office)? Yes No c) If yes, name the other Service Provider?

** PCI DSS and card association rules prohibit storage of track data under any circumstances. If you or your point of sale(POS) system pass, transmit, store or receive full cardholder's data, then the POS software must be PA DSS (Payment Application Data Security Standard)compliant or you (merchant) must validate PCI DSS compliance (see 1(b) below and questions 3 and 4 must be completed). If you use a payment gateway, they must be PCI DSS compliant.** A copy of the Card Services Terms and Conditions, revision number 10/11, has been provided to you. Please sign below to signify that you have received a copy of the Card Services Terms & Conditions and that you agree to all terms and conditions contained therein. The undersigned is duly authorized to sign on behalf of the Merchant and to bind the Merchant to the terms and conditions set forth in this Merchant Application and Merchant Service Agreement ("Agreement"), which terms and conditions are hereby acknowledged and agreed to by the Merchant, and certifies that all information provided in this Merchant Application is true, correct and complete. The undersigned, on behalf of the Merchant, authorizes Easy Pay Direct, it's affiliated banking or processing partners and the Member or any credit reporting agency employed by the Member or any agent of the Member, to make whatever inquiries the Member deems appropriate to investigate, verify or research references, statements or data obtained from Merchant for the purpose of this Merchant Application and for accompanying POS terminals or equipment financing. The undersigned, on behalf of the Merchant, authorizes (i)Easy Pay Direct, it's affiliated banking or processing partners, or (ii)the Member, or (iii)solely with respect to uncollected merchant fees, and subject to and only as pursuant to Easy Pay Direct's separate written agreement with it's affiliated banking or processing partners, Easy Pay Direct or, (iv)solely with respect to supplies and/or hardware related to merchant business under this Merchant Application, Easy Pay Direct, it's affiliated banking or processing partners, to initiate automated deposit or debit (ACH) entries to the Merchant's bank account as indicated on this Merchant Application or subsequently provided by Merchant.

Confidentiality is of the upmost importance to Easy Pay Direct and it’s partners. Financial data is only shared with our vendors and partners when absolutely necessary and only to control risk or facilitate the services provided. Easy Pay Direct reserves the right to use your logo, brand and principal’s likeness in advertising and promotions. Such promotions and advertising will be limited to conveying that you are a client of Easy Pay Direct and the any other publicly available information about your company.

A MERCHANT’S SUBMISSION OF A TRANSACTION TO Easy Pay Direct, it's affiliated banking or processing partners SHALL BE DEEMED TO SIGNIFY MERCHANT’S ACCEPTANCE OF THE AGREEMENT, INCLUDING THE TERMS AND CONDITIONS HEREIN.

By clicking to the terms below, I represent that I have read and am authorized to sign and submit this application on behalf of the entity above and all information I have provided herein is true, complete, and accurate. I authorize American Express Travel Related Services Company, Inc. (“American Express”) to verify the information in this application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies. I authorize and direct American Express to inform me directly, or through the entity above, of reports about me that American Express has requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing the report. I understand that upon American Express’ approval of the entity indicated above to accept the American Express Card, the terms and conditions for American Express® Card Acceptance (“Terms and Conditions”) will be sent to such entity along with a Welcome Letter. By accepting the American Express Card for the purchase of goods and/or services, or otherwise indicating its intention to be bound, the entity agrees to be bound by the Terms and Conditions. INDIVIDUAL GUARANTY (NO TITLES)I/We hereby guarantee to Easy Pay Direct, it's affiliated banking or processing partners and Member, their successors and assigns, the full, prompt and complete performance of Merchant and all of Merchant's obligations under this Agreement, including, but not limited to, all monetary obligations arising out of Merchant's performance or nonperformance under this Agreement, whether arising before or after termination of this Agreement. The guarantee shall not be discharged or otherwise affected by any waiver, indulgence, compromise, settlement, extension of credit, or variation of terms of this Agreement made by or agreed to by Easy Pay Direct, it's affiliated banking or processing partners, Member, and/or Merchant. I/We hereby waive any notice of acceptance of this guaranty, notice of non-payment or non-performance of any provision of this Agreement by Merchant, and all other notices or demands regarding this Agreement.I/We agree to promptly provide to Easy Pay Direct, it's affiliated banking or processing partners and Member any information requested by either of them from time to time, concerning my/our financial condition(s), business history, business relationships and employment information. I/We have read, understand, and agree to be bound by the terms and conditions contained in this Agreement.