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in the MERCHANT'S ordinary. course of business, and that the amount of the sales draft or check evidences the customer’s total indebtedness for the transaction involved; (g) the person
presenting the check or ACH Debit has no claim, defense, right of offset, or dispute against MERCHANT in comnection with the purchase of the goods or services and MERCHANT will provide
adequate services to the person presenting the check or ACH Debit and will honor all warranties applicable thereto; and (h) all of MERCHANT’S business locations engage in the business
activity listed on the face of this Agreement.
Li. CHARGEBACKS AND RETURNS. Paya-EFT and third-party bank partners will monitor MERCHANT for adherence to established maximum-acceptable retumn rate thresholds as
established by the Rules which are as follows: Overall return rate level of 15% or less, Administrative retum (R02, R03, R04) rate level of 3% or less, and an Unauthorized retum (R05, RO7,
R10, R29, or R51) rate level of 0.5% or leas, MERCHANT shall bear all risk of Loss, without warranty or recourse to Paya-EFT for the amount of ‘any transaction, applicable fees, or other
amounts due Paya-EFT (including Paya-EFT's actual costs and expenses) due to or caused by chargebacks and returns of any kind, whether for customer chargebacks, insufficient funds returns,
administrative or corporate returns, or any other type of retums, except as set forth in this Agreement and the Paya-EET POS GUARANTEE CONVERSION, ACH DEBIT GUARANTEE,
Checks-By-Phone Guarantee, and Remote Deposit Capture (Check 21 Plus) with Guarantee Schedules below (provided that MERCHANT has purchased and Paya-EFT agreed to provide
Guarantee services). Paya-EFT shall have the right to debit MERCHANT'S incoming transactions, designated account or any other funds of MERCHANT in Paya-EFT’s direct or indirect
control by reason of Paya-EFT’s security interest granted to Paya-EFT by MERCHANT hereunder, and fo chargeback such transactions fo MERCHANT including, but not limited to any of the
following situations: (a) where goods have been retumed or service canceled by the person submitting the applicable check or ACH Debit for electronic processing or Remote Deposit Capture
- (Check 21 Plus) processing and.that person has requested a credit draft and such credit draft was not processed by MERCHANT; (b) where the sales draft or purchaser breaches any
representation, Warranty or covenant or failed to meet the requirements of this Agreement, or applicable law, or has not been authorized in advance by the authorization center as required. °
hereunder; (c) where the transaction is for a type of gods or services sold other than as disclosed in the MERCHANT application or approved in advance by Paya-EFT or the
amount shown on
- the sales receipt or proof of purchase differs from thé copy given to the customer; (d).where a customer contends or disputes in writing to Paya-EFT, or the customer's financial institution named
on the check or ACH Debit that: (1) Goods or services were not received; or (2) Goods or services received do not conforni to the. description on the gales receipt or proof of purchag; or (3)
‘Goods or services were defective or the customer has a claim, dispute or defense to payment related to the transaction; or (4) The dispute reflects a claim or defense authorized by erelevant
statute.or cegulation, (e) where a check authorization document or recording, proof of purchase, or credit receipt was not received by Paya-EFT as fequired herein ors subject to indemnification
charged back by the customer's finanoial institution; (f) where the transaction was generated through the use of an account that was not valid {As in, but not limited fo, RO3;R04 refuin codés)or
effective (As in, but not limited to, R02 retum code) on the transaction date.or which was made on an altered, fraudulent, or ‘copnterfeit check authorization document, recording, or ACH debit or
of which MERCHANT had notice not to honor-and failed to reject the transaction or if MERCHANT disregarded any denial of authorization; (g) where the check fésults in’a R29 return
(Unauthorized ACH entry to Corporate Account) and any collection efforts are not successful; (h) where no signature or electronic acceptance of the transaction appears on the sales check
authorization document (as applicable) or proof of purchase (or the proof of purchase does not.contain the information from the ACH Debi), whére customer did not authorize via recorded oral
authorization, :or if MERCHANT failed to obtain specific authorization in advance from Paya-EFT to complete the transaction, and/or'a valid authorization number was not on the sales tecsipt
or proof of purchase and/or the customer has certified in writing to Paya-EFT or his financial institution that no authorized user itiade ot authorized the traniaction; (i) where sécurity procedures
were not followed; (j) whete the customer's financial institution or Paya-EFT has information that MERCHANT fraud occurred a the tine of the trangattion(s), or the transdétion is not a sale by
MERCHANT whether.or not such transaction(s) was autliorized by' the customer; (k) in any other situation where the check authotization or proof of purchase was executedor a credit was given.
to MERCHANT in circumstances constituting a breach of aity representation or warranty of MERCHANT or in violation of applicable lav or where MERCHANT has not provided documents or
resolved a customer dispute whether ornot a transaction is charged back; (1) an Entry waa charged back and represented whether or not the’ customer knows of consents to this representmént. If,
with respect to any one.of MERCHANT'S outlets, the amount of ot number of any counterfeit or fraud incidents hecomeé excessive, in the sole determination of Paya-EFT; (m) MERCHANT
does not provide Paya-HFT with a copy of thé signed authorization receipt or recorded oral authorization within forty-eight (48) hours from the ting of Paya-EFT’s request. MERCHANT may be
charged back for all transactions, this Agreement may be terminated immediately without notice, and MERCHANT'S funds, including but not limited to those in incoming transactions and in
MERCHANT'S designated account, shall be held putstiaitt to the provisions herein, Paya-EFT shall retain any discount or fee telated to 4 chatgeback transaction, MERCHANT apices that Paya-
EFT will assess up fo tweiity-five dollars for each chargeback, or such inoreigéd St additional charges as may bé established by Paya-EFT fiomh timets tinie, Additionally, Paya-ERT shall have’
the same rights to debit MERCHANT’s account for transactions returned or not honored for any reason, including bat not limited€o insuffictenit funds, adsiinistzative or ‘eorporate
returns, of any other kind of returned transaction, If MERCHANT has rejuested the Paya-EFT GUARANTEE service, aud Paya-EFT has accepted the ‘application for Guafanteé
-service, certain transactions sre guaranteed, ‘as listed in this Agreement, including the Paya-EFF POS GUARANTEE CONVERSION Remote Check’ Deposit (Check 21 Plus) with
Guarantee, Chécks-By-Phone Guarantee, or ACH DEBIT GUARANTEE Schedules below. - Toe is ES a et Seg hl _
12, CHARGEBACK AND RETURNS RESERVE ACCOUNT, Notwithstanding any other language to the contrary contained in this Agreement, Paya-EFT:reserves the right to establish, without
notice to MERCHANT, and MERCHANT agrees to fund a non-interest bearing Chargeback and Retum Reserve Account,or demand other se urity and/or to raisé any: discount fee or tratisaction
feo hereunder; upon Paya-EF'T's readonable determination of the occutrence of afyy of the following: (a) MERCHANT engages in any processing of charges which create ‘att overcharge to the
customer by duplication of charges;-(b) Failure by MERCHANT to fully disclose the true nature or percentage of its.(i) actual or intended telephone.and/or mail order. business; and (ii)
etual or expected losses duié to insufficient fumids fransaetions, fund, theft or deceit on the part ofits customers, dr dus to administrative chargebacks/retums,ot chargebacks of rejections by
éustomérs; (c) Failure hy MERCHANT to fully disclose the true nature of its business to Paya-EET to permit a fully informed decision asto the Suitability of MERCHANT. for
processing through Paya-E ET; (A) Failure by MERCHANT to fully disclose the true ownership of MERCHANT'S busines entity or evidence offraud; (c) Processing by MERCHANT of
unauthorized charges or any other action which, violates applicable risk management standards of Paya-EFT or is likely to cause loss; (2) Any misrepresentation made by MERCHANTin
completion of the MERCHANT Application or breach of any other covenant, warranty, or representation contained in ¢his Agreement or applicable Jaw including a change of type of
businéss without prior written approval by Paya-EFT; (g) MERCHANT has chargebacks or returns of auy kind which exceed 1% of the total number
of transactions completedor dollars
processed for Checks-By-Web Servicés by MERCHANT in any thirty (30) calenidar day period; (h) Excessive number of. requests frori customers or issuing banks for retriéval of docuttientation;
(MERCHANT'S finanéial stability is in question or MERCHANT ceasés doing business; or (j) Upon notice of or termination of this Agreenient. After payment or adequate provision for
payment is made by Paya-EFT, for all obligations on the part of MERCHANT: to Paya-EFT under this Agreement, MERCHANT may request Paya-EFT to disburse to MERCHANT any funds
Temaining in the Chargeback and Retinm Reserve Account unless otherwise agiced to by Paya-EFT. Such fiinds will not be disbutsed to MERCHANT witil the erid of one hundred tivenity (120)
days after termination of this Agreement or ninety (90) days from the date of the last chargeback or retim activity, whichever is later, unless Paya-EFT in its sole discretion has reason to believe
that customer chargeback rights indy be longer than such period of time or that loss is otherwise likely, in which event Paya-EFT will notify MERCHANT of such fact and Paya-EFT -will set the
-‘date when funds shall be released, No monies held in the Chargeback and Retin Reserve Account shall bear interest, Provisions applicable tothe designated account ate also applicable to this
account, . oe 7
13. COLLECTIONS. MERCHANT acknowledges and agrees that when collection services are required, Paya-BFT may utilize an appropriately licensed third party to perform such collection services,
MERCHANT further authorizes Paya-EFT fo-continue collection efforts for MERCHANT. If collections are unsuccessful after sixty (60) days; Paya-EFT shall discontinue collections and be
absolved of all responsibility. . . ; : :
14. PAYA-EFT POS GUARANTEE CONVERSION, CHECKS-BY-PHONE-GUARANTEE, REMOTE CHECK DEPOSIT (CHECK 21 Plus), AND ACH DEBIT GUARANTEE, The Paya-EFT
POS GUARANTEE CONVERSION, Remote Check Deposit (Chéck 21 Plus) with Guarantes, Checks-By-Phone Guarantee, and ACH Debit Guarantee provisions are operational only if
MERCHANT has miarked the applicable Paya-EFT POS GUARANTEE CONVERSION, Checks-By-Phone Guarantee, Check 21 Plus with Guarantes; or ACH Debit Guarantee box on the
application form of the Agreement, MERCHANT nmust utilize the Paya-EFT Virtual Terminal to qualify for the ACH Debit Guarantee coverage and the Paya-EFT Checks-By-Phone Gateway to
qualify for Guarantee coverage. The ACH Debit Guarantee coverage is only available for Single ACH Debit services and are not offered for Recurring ACH Debit services. :Ifso marked,
MERCHANT wishes Paya-EFT to provide a guarantee for reimbursement of losses sustained by MERCHANT in accepting checks or Single ACH Debits for electronic or Remote Check Deposit
(Check 21 Plus) processing. In addition to the provisions previously set forth and noiyrithstanding any provisions to the eéhtrary, Paya-EFT has established a per accouint Guarantee Limit, as per
the Schedule, based on a percentage of the face amount of any and all checks (and a tocal access [Transaction fee] fee) as set forth in the pricing section of the agreement) presented at
MERCHANT’s place of business or at other locations which are listed in any attachments to this Agreement, subject to the terms and conditions set forth in this Agreement, Paya-EFT shall
- teimburse MERCHANT per Schedule, up to the Guarantee Limit, as measured from the date of verification of non-payment, subject to MERCHANT’s compliance with all of the terms and
conditions contained in this Agréément or any of Paya-EFT’s other published instructions. Paya-EFT shall have the right to adjust MERCHANT'S rate including Paya-EFT POS Guarantee
Conversion, Remote Check Deposit (Check 21 Plus) with Guarantee, Checks-By-Phone Guarantee, and ACH Debit Guarantee rate based upon its sole determination, Merchant must utilize the
Virtual Terminal to qualify for ACH Debit Guarantee service and the Paya-EFT Checks-By-Phone Gateway to qualify for Checks-By-Phone Guarantee service, Each month MERCHANT shall
have access to an itemized summary of applicable electronic check, Checks-By-Phone, Remote Check Deposit (Check 21 Plus) check, and ACH Debit deposits, Paya-EFT shall process up to the
check limit established for MERCHANT, but will not be responsible for reimbursement of checks exceeding the MERCHANT’s approved guarantee limit. The following transaction types are
not included in the Paya-EFT POS GUARANTEE CONVERSION, Remote Check Deposit (Check 21 Plus) with Guarantee, Checks-By-Phone Guarantee, or ACH Debt Guarantee service, and
Paya-EFT assumes no liability for and will provide no reimbursement for tranisactions as follows: Incorrect MICR data reads, unable to locate account ot invalid account izumber returns, (R29)
Unauthorized Corporate returns, customer chargebacks or customer revocations of any transaction. Merchant agrees to provide any additional information to Paya-EFT on occasion as needed to
assist in collection efforts, Guarantee reimbursement shall only serve to cover MERCHANT losses due to, NSF returns, and Insufficient Funds returns up to the per account guarantee
limit placed in the approval section of the contract.
15. SWIFTSETTLE. Merchant acknowledges that to receive SwiftSettle processing, merchant’s tansactions must be received prior to the established cutoff time by the Originating Depository
Financial Institution (“ODFI”}, Any transaction received after the established SwiftSeitle cutoff will be processed in the standard evening processing cycle (i.¢., the Effective Entry Date will be
the noxt business day) and the SwiftScttle Transaction fee still applies. SwiftSettle is currently available through gateway and file transmission only. Support assisted reversals are not available
for SwiftSettle items. Same day voids and:reversals may be supported through the gateway (check with gateway provider to confirm functionality), A SwiftSettle Entry must be foran amount of
$25,000 or less, and an [AT Entry cannot be a SwiftSettle Entry. Paya does not represent or warrant that the Originating Depository Financial Institution (*ODFI”} will timely transmit any Entry
4143-1053-4164.4 REVOS152023 Page 5 of 11
377048-2 PLEASE NOTE: The complete Merchant Agreement includes these Terms and Conditions and the Application on three {3} additional pages.