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

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DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 1W�'�f TRU aT [`]l�r+iMERCEm SAFEGUARDING DATA_ POWERING PAYMENTS. Client Services Agreement TC CSA 2017 09 5. RESPONSIBILITIES OF COMPANY Company will be responsible for the following: (a) Providing Client with access to TC Services pursuant to the terms and conditions of this Agreement. Company may modify TC Services in its sole discretion provided, however, that Company notifies Client of any modifications which would materially affect Client's use of TC Services. Company will engage in commercially reasonable efforts to provide Client with advance notice of any planned system shutdowns or outages or other events which Company believes are likely to interrupt Client's access to TC Services. Modifications to the systems are considered critical to Company in improving its systems performance, response, and security to the benefit of its entire client base. Company may, in its sole discretion, subcontract with third -party vendors to provide all or a part of TC Services. (b) As to TC Services, implementing and maintaining security systems consisting of encryption and "firewall" technologies to enable the secure transmission of data. Company may from time to time, in its sole discretion, modify or upgrade such security systems to maintain or enhance the level of security provided for the transmission of data. This does not exclude or limit the responsibility of Client in any way as to the security required to be maintained over their systems and data transmission. (c) Providing uninterrupted service to Client, subject to scheduled maintenance. Company reserves the right to interrupt service to perform routine scheduled maintenance. Company will notify Client of scheduled interruptions at least twenty -four (24) hours in advance via email and will take appropriate measures to ensure that back -up systems are in place so as to minimize the effect of maintenance updates on Client. In the event of unforeseen network and /or equipment failure, Company will use best efforts to expeditiously repair and /or restore TC Services. (d) Using commercially reasonable efforts to establish and maintain an appropriate connection between the TC Server and Client's authorized Processor(s) ( "Connection "), as properly identified by Client pursuant to the Responsibilities of Client section below. In the event of an interruption in the Connection or TC Services that is within Company's control, Company will use commercially reasonable efforts to restore the Connection and /or TC Services as promptly as possible. (e) Providing Client with access to the Control Panel, which reports specific details concerning Client's transactions and provides certain reporting tools of assistance to Client in its accounting activities. Company will restrict access to the Control Panel to Client, Company, and any third party to whom the Parties may agree to permit access by using a password protection mechanism. Company will retain transaction details concerning Client's transactions on the Control Panel for at least twelve (12) months following the date on which the data relating to the said transactions was first received by Company. (f) Retaining Client data in accordance with Company's Data Retention Policy, which is attached hereto as "Exhibit 3" and may be found on the Company TC Vault° website: https: / /vault.trustcommerce.com > Account Information > Terms and Policies > Policies. (g) Using commercially reasonable efforts to meet minimum service levels in accordance with Company's TC Support Overview & Service Level Objectives document which is attached hereto as "Exhibit 4" and may be found on the Company TC Vault° website: https: / /vault.trustcommerce.com > Account Information > Terms and Policies > Policies. (h) Maintaining all applicable PCI DSS requirements to the extent Company possesses, stores, or transmits the Client's customer's cardholder data or sensitive authentication data on behalf of a customer. Company takes no responsibility for the security of Client's customer cardholder data prior to the delivery of such data to Company, or upon transmission of the data to another third party, at the direction of Client. 6. RESPONSIBILITIES OF CLIENT Client will be responsible for the following: (a) Establishing, maintaining and providing the necessary security over its systems that integrate or communicate with Company's systems including but not limited to website(s), retail stores and call centers. Client is fully responsible for all goods or services offered for sale by it and for anyone to whom it provides access to Company's services including any advertising for such goods or services regardless of the medium. Client is also fully liable for any promotions, whether appearing on Client's website or otherwise, proffered or offered by Client directly or indirectly in reference to any of Client's offerings. Client hereby certifies to Company that Client is the owner of and /or has the legal right and authority to use, utilize and /or disseminate all information, 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 1 2 Info @TrustCommerce.com I www.TrustCommerce.com