|
Payment Processing Services Statement of Work: Catalis Payments, LLC & Everett Municipal Court | Page 15 of 17
<br />EXHIBIT D: MERCHANT SERVICES AGREEMENT FOR SUB-MERCHANTS
<br />This Merchant Services Agreement for Sub-Merchants (“Sub-MSA”) is made among WORLDPAY, LLC, having its principal office at
<br />8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively “Acquirer”) and
<br />Merchant in connection with the agreement between Merchant and Provider. Acquirer will provide Merchant (in this Exhibit heretofore
<br />“Sub-merchant”) with certain payment processing services (“Services”) in accordance with the terms of this Sub-MSA. In consideration
<br />of Sub-merchant's receipt of credit or debit card funded payments, and participation in programs affiliated with Mastercard International
<br />Inc. (“Mastercard”), VISA U.S.A. Inc. (“VISA”), Discover (“Discover”), and certain similar entities (collectively, “Associations”), Sub-
<br />merchant is required to comply with the Operating Regulations (defined below) as they pertain to applicable credit and debit card
<br />payments. In addition, if Sub-merchant meets certain requirements under the Operating Regulations or an Association or the Operating
<br />Regulations otherwise require, Sub-merchant may be required to enter into a direct relationship with an entity that is a member of the
<br />Associations. By executing this Sub-MSA, Sub-merchant has fulfilled such requirement. However, Acquirer understands that Sub-
<br />merchant may have contracted with Provider to obtain certain processing services and that Provider may have agreed to be responsible
<br />to Sub-merchant for all or part of Sub-merchant's obligations contained herein. In consideration of the foregoing recitals and of the
<br />mutual promises contained herein, the parties agree as follows:
<br />1. Certain Sub-merchant Responsibilities. Sub-merchant agrees to comply, and to cause third parties acting as Sub-merchant's agent
<br />(“Agents”) to comply, with the Association's and other payment network's by-laws, operating regulations and/or all other rules,
<br />policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder
<br />Information Security Program, the Mastercard Site Data Protection Program, and any other program or requirement that may be
<br />published and/or mandated by the Associations or payment networks (collectively “Operating Regulations”). Sub-merchant may
<br />review the VISA, Mastercard, and Discover websites for a copy of the Visa, Mastercard and Discover regulations. The websites
<br />are: https://usa. visa.com/support/small-business/regulations-fees.html and http://www.mastercard.com/us/merchant/ and
<br />http://www.discovernetwork.com/merchants/. Sub-merchant also agrees to comply with all applicable state, federal, and local laws,
<br />rules, and regulations (“Laws”). Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-
<br />money laundering laws and regulations, including but not limited to the USA PATRIOT Act, the Bank Secrecy Act, the Federal
<br />Trade Commission and obligations imposed by the US Treasury's Office of Foreign Assets Control (OFAC). For purposes of this
<br />section, Agents include, but are not limited to, Sub-merchant's software providers and/or equipment providers.
<br />If appropriately indicated in Sub-merchant's agreement with Provider, Sub-merchant may be a limited-acceptance merchant, which
<br />means that Sub-merchant has elected to accept only certain Visa and Mastercard card types (i.e., consumer credit, consumer debit,
<br />and commercial cards) and Sub-merchant must display appropriate signage to indicate the same. Acquirer has no obligation other
<br />than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-
<br />merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but
<br />not limited to policing the card type(s) accepted at the point of sale.
<br />Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sale made by Sub-merchant to
<br />cardholders. and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any
<br />person or entity other than Sub-merchant, or for any purposes related to any illegal or prohibited activity, including but not limited
<br />to money-laundering or financing of terrorist activities.
<br />Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following
<br />conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount
<br />does not differentiate between Mastercard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not
<br />exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount
<br />to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a i) department, agency
<br />or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-merchant whose
<br />primary business is reflected by one of the following MCCs: 8220, 8244, 8249 - Schools, Trade or Vocational; and the maximum
<br />transaction amount does not differentiate between Mastercard, Visa, or any other acceptance brand.
<br />2. Sub-merchant Prohibitions. Sub-merchant must not i) require a cardholder to complete a postcard or similar device that includes
<br />the cardholder's account number, card expiration date, signature, or any other card account data in plain view when mailed; ii) add
<br />any tax to transactions, unless applicable law expressly requires that a Sub-merchant impose a tax (Any tax amount, if allowed,
<br />must be included in the transaction amount and not collected separately); iii) request or use an account number for any purpose
<br />other than as payment for its goods or services; iv) disburse funds in the form of travelers checks if the sole purpose is to allow the
<br />cardholder to make a cash purchase of goods or services from Sub-merchant; v) disburse funds in the form of cash unless Sub-
<br />merchant is dispensing funds in the form of travelers checks, Travel Money cards, or foreign currency (in such case, the transaction
<br />amount is limited to the value of the travelers checks, Travel Money cards, or foreign currency, plus any commission or fee charged
<br />by the Sub-merchant), or Sub-merchant is participating in a cash back service; vi) submit any transaction receipt for a transaction
<br />that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval;
<br />vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt;
<br />viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable; or ix) submit a transaction that
|