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DocuSign Envelope ID: 7BAFA4EF- DE91- 4D64- A904- 630EDDFF2843
<br />ADDENDUM TO THE TERMS OF SERVICE FOR GOVERNMENTANSTITUTIONAL COMPANIES
<br />The following provisions hereby replace the like - numbered provisions of the Terms of Service ( "TOS ") or are hereby inserted
<br />or deleted from the TOS, as indicated, for Companies operating under the Agreement.
<br />1) Section 10.1Audit is revised to read as follows:
<br />"Audit. If Elavon or Member reasonably suspects that they are subject to a financial or reputational risk due to
<br />Company's actions or omissions, Company authorizes Elavon and its agents to perform an audit or inspection of
<br />Company's operations and records to confirm Company's compliance with the Agreement upon reasonable advance
<br />notice, during normal business hours, and at Elavon's expense (unless Elavon reasonably determines based on such audit
<br />that Company is not in compliance with the Agreement, in which case Company will bear the cost). Company will obtain
<br />and submit a copy of an audit from a third party acceptable to Elavon of the financial, physical security, information
<br />security, and operational facets of Company's business at its expense when requested by Elavon. Further, Company
<br />acknowledges and agrees that the Payment Networks have the right to audit Company's business to confirm compliance
<br />with the Payment Network Regulations. Company will maintain complete and accurate records of its performance under
<br />the Agreement. Company will execute and deliver to Elavon all documents Elavon reasonably deems necessary to verify
<br />Company's compliance with Section 8.1."
<br />2) Section 13 Indemnification is deleted and replaced with the following two sections:
<br />"13(a). Company Responsibilities. As between Company, Elavon and Member, Company will be responsible for, and at
<br />its own expense, defend itself against any suits, claims, losses, demands or damages arising out of or in connection with
<br />(A) any dispute with a Customer, Cardholder or any third party relating to any Transaction, (B) any action taken by Elavon
<br />or Member with respect to the DDA or Reserve Account in accordance with the Agreement, or (C) any breach by
<br />Company of any obligation under this Agreement. Company will not make any claims against Elavon or Member for any
<br />liabilities, claims losses, costs, expenses and demands of any kind or nature, arising out of or in connection with any of the
<br />foregoing suits, claims, losses, demands or damages.
<br />13(b). Elavon Responsibilities. Elavon will be responsible for and will at its own expense defend itself against any suits,
<br />claims, losses, demands or damages arising out of (A) Elavon's breach of the Agreement, or (B) Elavon's negligence,
<br />gross negligence or willful misconduct."
<br />3) Section 16 Personal Guaranty is deleted.
<br />4) Section 18.2 Governing Law in the United States is deleted.
<br />5) Section 18.3 Exclusivity is deleted.
<br />6) Section 18.5 Assignability is revised as follows:
<br />"Assignability. Company will not assign the Agreement, directly, by operation of law, or by change of control of
<br />Company, without Elavon's prior written consent. If Company nevertheless assigns the Agreement without Elavon's
<br />consent, the Agreement will be binding on both the assignee and Company. Elavon will not transfer or assign the
<br />Agreement without the prior written consent of Company, provided that such consent will not be required for (i) the
<br />assignment or delegation to an affiliate of Elavon, or (ii) the assignment or delegation to any Person into or with which
<br />Elavon will merge or consolidate, or who may acquire substantially all of Elavon's stock or assets."
<br />7) Section 18.6Arbitration is deleted.
<br />8) Section 18.9 Attorney's Fees is deleted.
<br />9) Section 18.12 Amendments is revised as follows:
<br />"Amendments. Except as otherwise provided in the Agreement, amendments to the Agreement will be in writing and
<br />signed by the parties. Notwithstanding the foregoing, Elavon and Member may amend or modify the Agreement, to the
<br />extent such changes are required by or attributable to changes in the Payment Network Regulations or other Laws, upon
<br />written notice to Company. Elavon or Member will inform Company of such a change in a periodic statement or other
<br />written notice, and such change will become effective not less than thirty (30) days following the issuance of the notice.
<br />Notwithstanding the previous sentence, changes to fees authorized by the Agreement will be effective upon notice to
<br />Company, unless a later effective date is provided."
<br />USA- GOV -ELV -0218
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