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<br />©2022 Vermont Systems. All Rights Reserved.
<br /> Template: CNT-VS-QM-SA Payment Service Terms and Conditions 07APR2022-CE-V02
<br />Last Revision: 10/27/2022
<br />to, and receive settlement from, American Express on your behalf; (d) you expressly consent to our collection and disclosure
<br />of transaction data, Sub-Merchant Data, and other information about you to American Express, and to American Express using
<br />such information to perform its responsibilities in connection with the American Express Program, promote the American
<br />Express network, perform analytics and create reports, and for any other lawful bu siness purposes, including commercial
<br />marketing communication purposes within the parameters of the program agreement, and important transactional or
<br />relationship communications from American Express.
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<br />In addition, you acknowledge and agree that: (i) you may opt-out from receiving future commercial marketing communications
<br />from American Express; (ii) you may be converted from the American Express Program to a direct card acceptance relationship
<br />with American Express if and when you become a high CV mercha nt in accordance with Section 10.5, “High CV Merchant
<br />Conversions,” and upon conversion, you will be bound by American Express’ then-current Card Acceptance Agreement and
<br />American Express will set pricing and other fees payable by you for card acceptance; (iii) American Express may use
<br />information obtained in the SMAA at the time of setup to screen, communicate and/or monitor you in connection with card
<br />marketing and administrative purposes; (iv) you shall not assign to any third party any payments due to y ou under your
<br />respective End User Agreement, and further agree that all indebtedness arising from charges will be for bona fide sales of
<br />goods and services (or both) at your establishments and free of liens, claims, and encumbrances other than ordinary sal es
<br />taxes, provided, however, that you may sell and assign future transaction receivables to us, our affiliated entities and/or any
<br />other cash advance funding sources who partner with us or our affiliated entities without consent of American Express; (v)
<br />American Express is a third-party beneficiary to this Sub-Agreement and retains all rights, but not obligations, in the Sub-
<br />Merchant Agreement that will fully provide American Express with the ability to enforce the terms of the Payment Facilitator’s
<br />Sub-Merchant Agreement against you; (vi) you may opt out of accepting cards at any time without directly or indirectly affecting
<br />your rights to accept other payment products; (vii) we may terminate your right to accept cards if you breach any of the
<br />provisions in this Section or the American Express Merchant Operating Guide; (viii) we have the right to immediately terminate
<br />the Sub-Merchant Agreement for cause, for fraudulent or other activity, or upon American Express' request; (ix) your refund
<br />policies for purchases on a card must be at least as favorable as your refund policy for purchases on any other payment
<br />products, and you further agree that the refund policy be disclosed to cardmembers at the time of purchase and in compliance
<br />with applicable law; (x) you are prohibited against billing or collecting from any cardmember for any purchase or payment on
<br />the card unless chargeback has been exercised, you have fully paid for such charge, and you otherwise have the right to do
<br />so; (xi) you must comply with applicable laws, rules and regulations relating to the conduct of your business, including the DSR
<br />and PCI DSS, each as described in Chapter 15, “Data Security;” (xii) you will report all instances of a data Incident immedia tely
<br />to us after discovery of the incident; (xiii) you will cease all use of, and remove American Express’ licensed marks from your
<br />website and wherever else they are displayed upon termination of this Sub -Merchant Agreement or your participation in the
<br />Program; (xiv) you will ensure data quali ty and agree that transaction data and customer information will be processed
<br />promptly, accurately and completely, and will comply with the American Express technical specifications; and (xv) you are
<br />solely responsible for being aware of and adhering to privacy and data protection laws and will provide specific and adequate
<br />disclosures to cardmembers on the collection, use, and processing of personal data.
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<br />14. PCI DSS. We have implemented certain technical and procedural safeguards to keep Cardholder Data sa fe and will
<br />continue to comply with Payment Card Industry Data Security Standards (“PCI DSS”) as a Level 1 service provider to the
<br />extent we store, process or transmit Cardholder Data on your behalf. As a sub -merchant, you also have certain PCI DSS
<br />obligations to help keep Cardholder Data safe. Please visit this link to learn more about what you can and should do to
<br />protect payment transactions at your place of business. We reserve the right to suspend Payment Services for as long as
<br />we deem reasonably necessary to investigate suspicious or unusual activity associated with your account, and we shall
<br />have no liability to you for any losses that may be attributable to the period of suspension. Similarly, if you know or have
<br />reason to believe there has been a security intrusion that has or may result in unauthorized access to Cardholder Data,
<br />you must notify us immediately.
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<br />15. PROCESSING LIMITS. We reserve the right to assign a maximum dollar amount (“Processing Limit”) per sales ticket and
<br />an aggregate maximum dollar amount of card and ACH transactions per calendar month to your account. If we assign a
<br />Processing Limit, we will communicate it to you in writing.
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<br />16. MERCHANT SERVICES AGREEEMENT WITH PROCESSOR. In the event you process more than $1,000,000 in Visa
<br />transactions and/or $1,000,000 in MasterCard transactions (or such other amount as provided by the Card Brand’s operating
<br />regulations) in any twelve month period (“Benchmark Amount”), then in addition to this Sub-Merchant Agreement with us,
<br />you may also be required to enter into a “Merchant Services Agreement for Sub-Merchants” with our Processor, the terms of
<br />which will be independently enforceable by our Processor.
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<br />17. NEGATIVE ACCRUALS. We reserve the right to collect a “Negative Accrual Fee” if your account goes negative during any
<br />given remit cycle. For clarity, we will only assess the Negative Accrual Fee once during a remit cycle period regardless of the
<br />number of times your account actually goes negative during that period. A “Negative Accrual” occurs where the total liabilities
<br />associated with your account exceed the total available funds in the account during a given remit cycle.
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<br />18. ADVANCES. An advance is any disbursement of funds prior to the regularly scheduled remit date. Any requests for an
<br />advance will be considered on a case-by-case basis although, as a general policy, we will not honor advance requests. Any
<br />DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8
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