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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 />the Sub-Merchant Agreement and/or suspend Payment Services (permanently or temporarily) based on your non-compliance.
<br />We make no representations or guarantees with respect to End User fund availability, that a transaction is or will be authorized
<br />or processed, or that a transaction will not later result in a chargeback or reversal.
<br />9. REGULATORY STATUS. In providing Payment Services to you, we are your designated agent for ce rtain payment facilitation
<br />services, as integrated with our proprietary technologies, but always acting at your direction in accordance with the contracts
<br />that have been entered into including, without limitation, the Sub-Merchant Agreement. We are not a bank, money transmitter
<br />or other money services business. The Payment Services that we offer and the payment transactions that we help to facilitate
<br />involve the use of our own proprietary technologies and the efforts of third parties such as banks, the Ca rd Brands, and our
<br />Processor.
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<br />10. TERM; TERMINATION OF PAYMENT SERVICES. The term of this Sub-Merchant Agreement will run concurrently with the
<br />Term as described in your Agreement. As applicable, if we have entered into a Master Vendor Agreement with your franchisor,
<br />then the term of this Sub-Merchant Agreement will run concurrently with the Term as described in the Master Vendor
<br />Agreement. We shall have the right to terminate this Sub-Merchant Agreement at any time for any reason, or for no reason,
<br />and shall have no liability to you for any such termination . Upon termination, you shall immediately cease using the Payment
<br />Services. We shall have the right to delete your Designated Account information upon termination of the Sub-Merchant
<br />Agreement, but we shall also have the right, at our choosing, to retain copies of such information for up to five (5) years at our
<br />cost. This Sub-Merchant Agreement shall terminate immediately if a bank, the Card Brands or our Processor require us to
<br />terminate the Sub-Merchant Agreement. Upon termination of Payment Services for any reason, you shall remain liable for
<br />any and all outstanding Fees owed.
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<br />11. TAXES. It is your sole responsibility to determine what, if any, taxes apply to the sale of your products and services, or the
<br />payments you receive in connection with your use of our Payment Services (“Taxes”). It is solely your responsibility to assess,
<br />collect, report, or remit the correct tax to the proper tax ing authority. We are not obligated to, nor will we determine whether
<br />Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowl edge
<br />that we will satisfy all IRS reporting requirements as required by law, including providing the IRS with an information return on
<br />your card transactions and third-party network transactions. We will also comply with any lawful orders, garnishments or tax
<br />levies associated with your account. This provision shall be read in conjunction with, and not in conflict of, any tax-related
<br />provision in the Terms of Service.
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<br />12. CARD BRAND RULES. If you accept cards issued by any of the major Card Brands, then in addition to these Payment Terms
<br />and Conditions, you will also be obligated to comply with Card Brand rules and regulations, the terms of which are incorporated
<br />by reference herein. The operating regulations for each of the major Card Brands can be accessed at the links below:
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<br />▪ VISA: usa.visa.com/merchants/operations/op_regulations.html
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<br />▪ Mastercard: https://www.mastercard.us/en-us/business/overview/support/rules.html
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<br />▪ American Express: www.americanexpress.com\merchantopguide
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<br />▪ Discover: https://www.discovernetwork.com/en-us/faq
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<br />▪ For transactions involving ACH, a copy of the NACHA operating rules and guidelines are available at
<br />www.achrulesonline.org.
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<br />Nothing in this Sub-Merchant Agreement shall be read or construed to interfere with or lessen the right of the Processor, the
<br />bank(s), or the Card Brands to terminate this Sub-Merchant Agreement; and, if this occurs, such termination shall not be
<br />considered a material breach of the Agreement by us. In the event of a conflict between this Sub -Merchant Agreement and
<br />the Card Brand’s operating regulations, the Card Brand operating regulations will control. With respect to the Card Brand
<br />operating regulations, you acknowledge and agree that: (a) you will be responsible for the actions of your employees and
<br />agents; (b) you will comply with all applicable laws and regulations and all applicable parts of the operating regulations,
<br />including those parts regarding the ownership and use of Card Brand marks; (c) you will notify us, as your payment facilitato r,
<br />of any third-party that will have access to Cardholder Data; (d) you will comply with, and will contractually require your suppliers
<br />and agents to comply with, the provisions of the Cardholder Information Security Program (CISP) and PCI DSS, or other
<br />security program as required by a Card Brand and demonstrate compliance with these security obligations; and (e) Card
<br />Brands may conduct, or direct another party to conduct, an audit of you at any time, and you must comply in all material
<br />respects with such audit until its completion.
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<br />13. AMERICAN EXPRESS OPT-BLUE PROGRAM. The following provision only applies if you are participating in the American
<br />Express Opt-Blue Program, as controlled by the American Express OptBlue Program operating regulations. As a participant
<br />in the American Express Opt-Blue Program: (a) you must comply with, and accept American Express cards in accordance with
<br />the terms of this Sub-Merchant Agreement and the American Express Merchant Operating Guide, as such terms may be
<br />amended from time to time; (b) you acknowledge that the American Express Merchant Operating Guide is incorporated by
<br />reference into this Sub-Merchant Agreement and is available online here; (c) you expressly authorize us to submit transactions
<br />DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8
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