2018-495-E Health - Trust Commerce credit card processing

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DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 TRUSTCOMMERCEm Client Services Agreement SAFEGUARDING DATA. POWERING PAYMENTS. TC CSA 2017 09 This Client Services Agreement and all Exhibits and Addenda attached hereto (collectively "Agreement ") is made this day August 16, 2018 ( "Effective Date ") and entered into by and between TCPP, LLC DBA TrustCommerce ( "Company "), having its principal place of business at 1 MacArthur Place, Suite 400, Santa Ana, CA 92707 -5927, and Orange County, a political subdivision of the State of North Carolina, on behalf of its Orange County Health Department ( "Client "), having its principal place of business at 300 West Tryon Street, Hillsborough, NC 27278 (collectively hereinafter referred to as "the Parties "). By signing this Agreement, the Parties agree to be bound by all of the terms and conditions set forth below. Client's use of Company's various services is conditioned upon Client's acceptance of these terms and conditions and its accurate provision of any and all information necessary for Company to provide the services described herein: 1. TERM The term of this Agreement ( "Term ") shall be for thirty -six (36) months from the Effective Date. Unless terminated, this Agreement will thereafter automatically renew for successive terms of twelve (12) months unless either party gives the other party written notice of its intention not to renew the Agreement at least ninety (90) days prior to the end of the then current Term. 2. FEES (a) Applicable fees and payment methods are described in "Quotation of Fees" attached hereto as "Exhibit 1" for each individual service. All fees will be invoiced by Company to Client monthly and all fees are due and payable within thirty (30) days of receipt of invoice. (b) All setup or one -time fees will be invoiced upon Client's execution of this Agreement. Company will not commence to provide any services hereunder until such payment is received. (c) All sums due, payable and unpaid for over thirty (30) days shall incur a late fee of 1.5% per month or the maximum amount allowed by law, whichever is less. 3. DEFINITIONS "TC Services" means secure payment processing services specific to those services identified within the "Quotation of Fees" attached hereto as "Exhibit 1" and as described in Section 4 below. "TC Server" means servers operated by or for Company that communicate with Client's servers to permit access to the electronic credit card payment services offered by Company. "Control Panel" means an interface provided by Company to Client that enables Client to access and manage transactions displayed on a website via a web browser. "Payment Messages" means messages that relate to credit card transactions, including, but not limited to, the terms "authorization," "capture," "void," "credit," "decline," "failed," "did not respond," "reversal," "post- authorization capture," and "successful settlement request ". "Processor" means any payment processing entity including, without limitation, banks, other financial institutions and credit reporting services with which Client has entered into a business relationship, pursuant to which such entity agrees to accept Payment Messages from Company, provide credit authorization services and process payment card transactions for Client. "TC Communicator" means the software, rules and methodology developed by Company to be used by Client to connect Client's website to the TC Server to enable transmission of transaction data between Client and the TC Server. 4. DESCRIPTION OF TC SERVICES TO BE PROVIDED Company will transport data submitted by Client to Client's Processor for authorization and, if appropriate, for settlement. Based on the submitted data, Company will receive and transport Processor's responses to Client. Company will also provide access to the Control Panel via a web browser for the purposes of reporting, managing and reconciling transactions. Company will also provide Client with the TC Communicator, which includes documentation and sample scripts necessary for Client to develop and test the necessary communications module. This module will enable Client's website and other systems to communicate with the TC Server. TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: Tel 800.915.1680 Fax 949.266.0359 P a g e l Info @TrustCommerce.com I www.TrustCommerce.com