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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 />PAYTRAC PAYMENT SERVICE TERMS AND CONDITIONS
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<br />1. SUB-MERCHANT AGREEMENT. These PayTrac Payment Service Terms and Conditions govern the terms and conditions
<br />under which we, as a payment facilitator, will agree to provide you, as a sub-merchant, with certain payment-related services.
<br />For purposes of this Sub-Merchant Agreement, the sub-merchant identified in the Sub-Merchant Application and Agreement
<br />(“SMAA”) will be identified as “you, “your,” or “Sub-Merchant.” These Payment Terms and Conditions, together with your
<br />completed and approved SMAA, will form a binding “Sub-Merchant Agreement” between you and the payment facilitator
<br />identified in the SMAA (“we,” “us,” “our,” or “Payment Facilitator”). If you are receiving Payment Services (defined below)
<br />from us, then your Sub-Merchant Agreement will become part of your overall Agreement with us, which Agreement includes,
<br />in addition to the Sub-Merchant Agreement, our Terms of Service, Privacy Policy and other referenced exhibits, schedules or
<br />addenda. Terms not defined herein shall have the meanings as set forth in Section 1 of the Terms of Service.
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<br />2. PAYMENT SERVICES. Provided you satisfy the underwriting criteria for receipt of Payment Services and remain in compliance
<br />with the Agreement, we will agree to provide you with the payment services as described in the Agreement (collectively,
<br />“Payment Services”). In exchange for Payment Services, you agree to pay us the rates, fees and other charges described in
<br />the Agreement (collectively, “Fees”). Besides us, there are other third parties involved in the facilitation and processing of
<br />Payment Services; these third parties include banks (i.e., acquiring bank, sponsor bank), the major card networks/associations
<br />such as Visa, Mastercard, Discover and American Express (collectively, “Card Brands” unless referred to individually by
<br />name), and our designated payment processor (“Processor”). Each of these parties serve an important function in the
<br />facilitation, processing and settling of transactions associated with your business. By designating us as your agent for payment
<br />facilitation services, and remaining in compliance with the terms of the Agreement (including payment of all of our Fees), you
<br />will receive the right to accept payments from customers, clients and/or members (collectively, “End Users”) through validly
<br />issued bankcards (“cards”) associated with the Card Brands, and/or, if approved, through automated clearing house
<br />transactions (“ACH”) regulated by the National Automated Clearing House Association (“NACHA”). We will only provide you
<br />with Payment Services for transactions run on active, non-defaulted End User agreements properly delivered to us through
<br />the appropriate system in accordance with the Agreement’s terms and conditions including, without limitation, this Sub-
<br />Merchant Agreement.
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<br />3. APPLICATION PROCESS; UNDERWRITING; APPROVAL FOR PAYMENT SERVICES. Completion of the SMAA and
<br />submission through our standard underwriting process shall be a pre-requisite and pre-condition to your receipt of Payment
<br />Services. If you fail to meet our then-current underwriting requirements, or the then-current underwriting requirements of our
<br />Processor (as applicable), you shall not be allowed to receive Payment Services. Federal regulations such as the USA Patriot
<br />Act or FinCEN require financial institutions (i.e., banks) to verify the identity of persons seeking to open a depository account.
<br />Our Processor, in turn, requires that we submit certain information about each sub-merchant through underwriting prior to such
<br />sub-merchant’s receipt of payment services. Information that we may request includes, but is not limited to, basic sub-
<br />merchant information such as entity name, business address, tax number, date of formation, years in business ; transaction
<br />information, processing volumes, payment types accepted, address of business locations where p ayments may be accepted;
<br />and information about who owns and controls the sub-merchant. It shall be your sole responsibility to provide us with all
<br />required information, to ensure the accuracy and completeness of the information provided, to provide us with timely and
<br />accurate updates if your information changes, and to make the required acknowledgements and authorizations related to
<br />Payment Services as described in the Sub-Merchant Agreement. We (and our Processor, as applicable) will base underwriting
<br />decision on the information provided. If, after approval, we discover that certain information provided in the SMAA was false,
<br />incomplete, misleading or inaccurate, as determined by us or our Processor, we reserve the right to suspend or term inate
<br />Payment Services immediately at our discretion. If you pass underwriting and your application is approved, then your SMAA
<br />will automatically convert to a Sub-Merchant Agreement which incorporates these Payment Terms & Conditions (and other
<br />documents forming the Agreement) by reference. Underwriting approval and conversion of your application to a Sub-Merchant
<br />Agreement may occur without notice to you. Your failure to notify us of changes to your business may be considered a material
<br />breach of the Sub-Merchant Agreement. You expressly authorize us to make business and/or personal credit inquiries
<br />(including, without limitation, credit report inquiries into your directors, officers and principals), identity -verification inquiries,
<br />transaction-verification inquiries (including, without limitation, contacting End Users to verify transactions), and any other
<br />inquiry or background check that we consider reasonably necessary as related to our provision of the Payment Services. You
<br />further agree to provide us with any information or documentation requested by the Processor, the Card Brands and/or the
<br />bank(s).
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<br />4. DESIGNATION AS LIMITED PAYMENTS AGENT. By entering into this Sub-Merchant Agreement, you are appointing us as
<br />your limited payments agent for the sole purpose of receiving, holding and settling payments made to you for your goods and
<br />services as validly entered in and through our system or platform. We will settle payments that are actually received by us to
<br />you, less any amounts owed to us, including fees and other obligations, and subject to the terms and conditions of the
<br />Agreement, including without limitation, this Sub -Merchant Agreement. You agree that a payment received by us on your
<br />behalf satisfies an End User’s (i.e., a payor’s) obligation to make payment to you, regardless of whether we actually settle the
<br />payment to you. If we do not settle the payment to you, you will only have recourse against us and not the End User, as
<br />payment is deemed made by an End User to you upon constructive or actual receipt of funds by us. We will process
<br />DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8
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