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Payment Processing Agreement
<br />This Payment Processing Agreement (this “Processing Agreement”) is
<br />made and entered into by and between Tyler Technologies, Inc., a
<br />Delaware corporation (“Tyler”), and Client (the “Merchant”).
<br />1.ACKNOWLEDGEMENTS
<br />a.By executing this Processing Agreement or an accompanying
<br />Order Form, Merchant is contracting with Tyler to obtain Card processing
<br />services on Merchant’s behalf.
<br />b.Merchant acknowledges that Tyler contracts with a payment
<br />processor (a “Processor”), Members, and other third party providers to
<br />provide services under this Processing Agreement, and Merchant hereby
<br />consents to the use of such Processor, Members, and others to provide
<br />such services.
<br />c.To the extent elected in the Order Form, Tyler will provide Client
<br />with eCheck/ACH payment processing services for any eligible account as
<br />a turn-key solution or by presenting ACH Transactions in a NACHA
<br />Standard file submission to Merchant’s Originating Depository Financial
<br />Institution (ODFI) as agreed to in the Order Form.ACH Transactions and
<br />Card Transactions may collectively be referred to as “Transactions.”
<br />2.MEMBER BANK AGREEMENT REQUIRED
<br />a.When Merchant’s customers pay Merchant through Tyler,
<br />Merchant may be the recipient of a Card funded payment. The
<br />organizations that operate these Card systems (such as Visa U.S.A., Inc.
<br />and MasterCard International Incorporated; collectively, the “Associations”)
<br />require that Merchant (i) enter into a direct contractual relationship with an
<br />entity that is a member of the Association and (ii) agree to comply with
<br />Association Rules as they pertain to applicable Card Transactions that
<br />Merchant submits through Tyler.
<br />b.Merchant shall complete an application with the Member with
<br />which Tyler has contracted and execute an agreement with such Member
<br />(the “Member Bank Agreement”). By executing a Member Bank
<br />Agreement, Merchant is fulfilling the Association Rule of entering into a
<br />direct contractual relationship with a Member, and Merchant agrees to
<br />comply with Association Rules as they pertain to Card Transactions
<br />Merchant submits for processing through the Tyler service.
<br />c.Merchant acknowledges that Tyler may have agreed to be
<br />responsible for some of Merchant’s obligations to a Member for such
<br />Transactions as set forth in the Member Bank Agreement. Member may
<br />debit the Merchant Bank Account for chargebacks, returns, refunds and
<br />other fees, however, in the event Member assesses any such chargeback,
<br />returns, refunds, or other fees to Tyler, Tyler may invoice the same to
<br />Merchant.
<br />3.SETTLEMENT AND CHARGEBACKS
<br />a.Merchants Bank Account. In order to receive funds, Merchant
<br />must maintain a bank account (the “Merchant Bank Account”) at a bank that
<br />is a member of the Automated Clearing House (“ACH”) system and the
<br />Federal Reserve wire system. Merchant agrees not to close the Merchant
<br />Bank Account without giving Tyler at least thirty (30) days’ prior written
<br />notice and substituting another bank account. Merchant is solely liable for
<br />all fees and costs associated with Merchant Bank Account and for all
<br />overdrafts. Tyler shall not be liable for any delays in receipt of funds or
<br />errors in bank account entries caused by third parties, including but not
<br />limited to delays or errors by the Member Bank or payment processor to
<br />Merchant Bank Account.
<br />b.Settlement. Transactions shall be settled according to the terms
<br />of the Member Bank Agreement using the account(s) which are designated
<br />by Merchant.
<br />c.Chargebacks, Returns and Refunds. Chargebacks, returns and
<br />refunds paid for ACH Transactions shall be paid by Merchant in accordance
<br />with the Member Bank Agreement.
<br />d.Retrieval Requests. Merchant is required by the Associations to
<br />store original documentation, and to timely respond to Retrieval Requests,
<br />of each Transaction for at least six months from the date of the respective
<br />Transaction, and to retain copies of all such data for at least 18 months
<br />from the date of the respective Transaction. Merchant is responsible for
<br />any Chargebacks that result from Merchant’s failure to timely respond to
<br />Retrieval Requests for documentation relating to a Transaction.
<br />4.FEES AND INVOICING
<br />a.Order Form. Merchant agrees to pay Tyler the fees set forth in or
<br />attached to the Order Form for services provided by Tyler and to which this
<br />Agreement is hyperlinked or attached. This may include fees for Payment
<br />Service Devices or other Equipment that Merchant has elected to purchase
<br />or rent as set forth on the Order Form. Fees for purchase will be invoiced
<br />upon shipment and Fees for rental will be invoiced annually in advance. All
<br />Fees due hereunder are due within 45 days of invoice. The terms and
<br />conditions of such purchase or rental are set forth on Exhibit A attached
<br />hereto and incorporated herein.
<br />b.Not-to-Exceed Ceiling Value. The cumulative funded value of
<br />transaction fees shall not exceed the Ceiling Value of $24,000; provided,
<br />however, if Merchant elects to continue to send transactions to Tyler that go
<br />above the Ceiling Value, then the Ceiling Value will auto-adjust to account
<br />for the increase.
<br />c.Adjustments to Pricing. By giving written notice to Merchant,
<br />Tyler may change Merchant’s fees, charges and discounts resulting from (i)
<br />changes in Association fees (such as interchange, assessments and other
<br />charges); (ii) changes in pricing by any third party provider of a product or
<br />service used by Merchant; or (iii) other market adjustment. Such new
<br />prices shall be applicable as of the effective date established by the
<br />Association or third party provider, or as of any later date specified in
<br />Tyler’s notice to Merchant. In addition, Tyler may update pricing for rental of
<br />Equipment by giving written notice to Merchant at the end of any initial
<br />rental term or when such Equipment is upgraded to a newer model or
<br />replaced in accordance with the pricing set forth on Tyler’s then-current
<br />Order Form.
<br />d.Payment of Fees.
<br />i.Online Payments. For payments that are initiated online, a
<br />convenience fee or service fee may be assessed to the
<br />Cardholder for each payment transaction that is paid
<br />electronically using a credit or debit card. Such convenience
<br />fee or service fee is set forth in the Order Form and will be
<br />charged at the time of the transaction to be deposited directly
<br />into a Tyler bank account from which all fees associated with
<br />processing and settling the Card Transactions will be paid.
<br />ii.Over the Counter Payments. For payments that are initiated
<br />in your offices, a service fee may be assessed to the
<br />Cardholder for each payment transaction as set forth in the
<br />Order Form, and such fees will be charged at the time of the
<br />transaction to be deposited directly into a Tyler bank account
<br />from which all fees associated with processing and settling
<br />the transactions will be paid. For all other fees, Tyler shall
<br />invoice Merchant for services and service fees on a monthly
<br />basis, unless otherwise set forth in the Order Form. Each
<br />invoice shall state the total invoiced amount and shall be
<br />accompanied by a reasonably detailed itemization of services
<br />and service fees. Following receipt of a properly submitted
<br />invoice, the Merchant shall pay amounts owing therein thirty
<br />(30) days in arrears.
<br />iii.Absorbed Payments. For payments that are initiated online
<br />and/or in-person, the Merchant may elect to pay for all fees
<br />related to the transaction including, without limitation,
<br />interchange fees, dues, assessments, card brand fees, and
<br />Tyler fees.
<br />iv.eCheck/ACH Payments. In addition, Tyler shall be
<br />authorized to charge eCheck/ACH fees and other fees
<br />specified in an Order Form to the end user. Unless otherwise
<br />set forth in the Order Form, fees will be charged at the time of
<br />the transaction to be deposited directly into a Tyler bank
<br />account.
<br />5.LICENSE
<br />Tyler hereby grants Merchant a non-exclusive, revocable license to use
<br />the Tyler Intellectual Property (as defined in Section 1.c) for the limited
<br />purpose of performing under this Processing Agreement. Merchant shall at
<br />all times be responsible for compliance with applicable law and Association
<br />Rules. Unless otherwise provided in a separate agreement between Tyler
<br />and Merchant, any Intellectual Property or machinery provided by Tyler, but
<br />not developed by Tyler, is being licensed or purchased by Merchant directly
<br />from the manufacturer or developer of such machinery or Intellectual
<br />Property. Merchant acknowledges that the license granted herein is limited
<br />to Merchant’s use exclusively and that Merchant does not have the right to
<br />sub-license any of the Intellectual Property in either their original or
<br />modified form. Merchant agrees that it shall not reverse-engineer,
<br /> Attachment BDocusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
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