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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 />transactions in accordance with your written instructions, the agreement(s) in place with us or End Users, and applicable law,
<br />rules or regulations.
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<br />5. DESIGNATED ACCOUNT. You will be required to open and maintain a business bank account with a U.S.-chartered bank
<br />(your “Designated Account,” or, if you have more than one account, your “Designated Accounts”). Each sub-merchant
<br />entity must have its own Designated Account and the name on the Designated Account must match the sub-merchant’s legal
<br />entity name or registered doing-business-as name. All remits or other deposits to you as associated with Payment Services
<br />will be made into your Designated Account(s).
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<br />6. PROHIBITED ACTIVITIES. In receiving Payment Services, you shall not, through yourself or a third party: (a) submit any
<br />transaction to us that was previously charged back and subsequently returned to you, irrespective of cardholder approval; (b)
<br />knowingly submit any transaction that is illegal or that you should have known was illegal (you acknowledge that such
<br />transaction must be legal in both your and the cardholder’s jurisdiction); (c) submit a transaction that you know, or should have
<br />known, is either fraudulent or not authorized by the cardholder; (d) require a cardholder to complete a postcard or similar
<br />device that includes the cardholder’s account number, card expiration date, signature, or any other card account data in plain
<br />view when mailed, nor request a Card Verification Value 2 (“CVV2”) for a card-present transaction, nor retain or store any
<br />portion of the magnetic-stripe data subsequent to the authorization of a sales transaction, nor any other data prohibited by the
<br />Card Brands operating regulations or this Sub-Merchant Agreement, including CVV2; (e) add a surcharge to transactions
<br />except as expressly permitted by, and in full compliance with, the Card Brands operating regulations; (f) charge a minimum or
<br />maximum amount for a transaction unless expressly authorized by, and in full compliance with, the Card Brands operating
<br />regulations; (g) disburse funds in the form of cash unless you are participating in full compliance with a program supported by
<br />a Card Brand for such cash disbursements and in full compliance with the Card Brand’s operating regulations; (h) submit a
<br />transaction that does not result from an act between you and a cardholder; (i) accept a card issued by a U.S. issuer to collect
<br />or refinance an existing debt, unless expressly authorized by, and in full compliance with, Card Brand operating regulations;
<br />(j) request or use a card account number for any purpose other than as payment for your goods or services; (k) add any tax to
<br />transactions, unless applicable law expressly requires that you are permitted to impose a tax (in such event, any tax amount,
<br />if allowed, must be included in the transaction amount and not collected separately); (l) process transactions for, receive
<br />payments on behalf of, or redirect payments to a third party (unless required by law); (m) copy, modify, adapt, translate, reverse
<br />engineer, decompile, or disassemble, in any way, any portion of the Payment Services; (n) interfere with or violate any other
<br />of our services or End User’s right to privacy or other rights, or harvest or collect personally identifiable information about End
<br />Users without their express consent, including using any robot, spider, site search or retrieval application, or other manual or
<br />automatic device or process to retrieve, index, or data-mine; (o) defame, abuse, harass, stalk, threaten, or otherwise violate
<br />the legal rights of others; (p) transmit or otherwise make available in connection with the Payment Services any virus, worm,
<br />trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage
<br />or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially
<br />harmful, disruptive, or invasive code or component; (q) interfere with or disrupt the operation of the Payment Services, or the
<br />servers or networks that host the Payment Services or make them available, or violate any requirements, procedures, policies,
<br />or regulations of such servers or networks; (r) sell, license, or exploit for any commercial purposes any use of or access to the
<br />Payment Services other than as permitted by us; (s) forward any data generated from the Payment Services without our prior
<br />written consent; (t) sublicense any or all of the Payment Services to any third party; and/or (u) transfer or assign your account
<br />password or credentials, even temporarily, to a third party. We reserve the right to monitor you and your End User’s use of
<br />the Payment Services to ensure compliance with the Agreement includin g, without limitation, this Sub-Merchant Agreement
<br />and applicable law. If we determine that you are not in compliance with the Sub-Merchant Agreement, we reserve the right to
<br />take appropriate remedial action including, without limitation, suspending or terminating Payment Services, or suspending or
<br />terminating your access to the system or platform. In receiving Payment Services, you further acknowledge, represent and
<br />warrant that you will not make Payment Services available to (i) any person who appears o f the U.S. Department of Treasury
<br />Office of Foreign Assets Control Specially Designated Nationals list; (ii) any person who is less than 18 years of age; (iii) any
<br />person or entity who has been previously terminated for cause by us, or any of our affiliate s; and (iv) who is not domiciled in
<br />the U.S.
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<br />7. SUB-MERCHANT REPRESENTATIONS. You represent and warrant that (a) you are at least 18 years of age; (b) if an
<br />individual account, you are a sole proprietorship validly existing in the United States, Canada, or its territories, and if an entity,
<br />that the entity was validly formed, registered and is in good standing in at least one of the fifty United States, Canada, or its
<br />territories; (c) you have never been placed on the MasterCard MATCH system or th e Combined Terminated Merchant File,
<br />and if so, you have disclosed this to us; and (d) all transactions are bona fide and no transaction involves the use of a Card for
<br />any purpose other than the purchase of goods or services from you .
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<br />8. END USERS. We are not a party to any contract or business relationship that you may have with End Users, and we shall
<br />have no obligations or liability under any such agreement or business relationship. You are solely responsible for your own
<br />products and services, and for the content and legality of your own contracting documents with End Users (“End User
<br />Agreements”). Notwithstanding the foregoing, to the extent we determine that the language in your End User Agreement is
<br />inadequate to protect our interests or authorize Payment Services (and, specifically, the billing of End User accounts for your
<br />products and/or services), we may require you to include a payment authorization provision acceptable to us in your End User
<br />Agreement. If you fail to include such a provision in your End User Agreements, we may consider this a material breach of
<br />DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8
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