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Contract 2024-095A1 tez' TECHNOLOGY Master Services Agreement THIS MASTER SERVICES AGREEMENT (this "MSA") is entered into as of (the "Effective Date") byand between TEZTECHNOLOGY, LLC, a Texas limited liability company ("TEZ") and City of Clermont ("Customer"). Scope of Services: This MSA governs the provision of certain services (the "Services") by TEZ to Customer at specific locations (each a "Location") as set forth in the Location Addendum attached hereto and incorporated herein by reference (each a "Location Addendum"). The specific Services that TEZ will provide Customer are more particularly set forth in the Service Exhibits attached to the applicable Location Addendum (each a "Service Exhibit"). Multiple Location Addenda may be incorporated into this MSA based on the number of Customer Locations. This MSA (including Location Addenda and Service Exhibits) and the TEZ Terms and Conditions (defined below in Section 8) shall collectively be referred to as the "Agreement", and in the case of multiple Customer locations, the MSA, the Customer's billing information form (the "Customer Billing Information Form"), the applicable Location Addenda, Service Exhibits, and the TEZ Terms and Conditions shall each be considered separate Agreements independent of one another. Customer may, at any time during the term of this MSA, request the addition of one or more of the Services offered by TEZ at the Location listed in the applicable Location Addendum. Customer may request that additional Location(s) be incorporated into this MSA by requesting that TEZ provide Services at such additional Location(s). Such requests shall be made by Customer in writing to TEZ, specifying the desired Service(s) and the Location(s) where the Service(s) shall be provided. 2. Structure of MSA: (a) MSA. This MSA is a master agreement governing the relationship between the parties solely with regard to TEZ's provision of Services to Customer under the applicable Location Addendum. (b) Location Addenda. The Location Addenda attached hereto shall govern the location at which TEZ Services are provided. The Location Addenda will specify the Fees (defined below in Section 6) specific to such Services that will be provided at the Location. (c) Service Exhibits. The Service Exhibits attached to a Location Addendum shall govern which Services TEZ will provide to Customer at the Location specified in the Location Addendum. The Service Exhibits will specify the Services to be provided thereunder and any other terms applicable to such Services. 1 tez TECHNOLOGY 3. Addition of Locations and Services: (a) Request for Additional Locations and Services. During the Term of this MSA, Customer may, from time totime, request the provision of additional Services or additional Locations beyond the Location specified in the initial Location Addendum attached hereto. Customer will receive and execute a Location Addendum provided by TEZ, specifying the additional Location(s) and the Services required at each Location. (b) AAgproval of Additional Locations. The provision of Services at such additional Location shall commence upon mutual agreement between TEZ and Customer, as documented in the additional Location Addendum executed by the parties. The terms of this MSA shall apply to the provision of Services at the additional Location(s). (c) Continuation of Agreement. The addition or removal of any Location or any Services shall not affect the validity or continuation of this MSA, which shall remain in full force and effect unless terminated in accordance with its terms. 4. Term: The "Initial Service Term" of this Agreement shall commence on the Start Date listed in the applicable Location Addendum and shall remain in effect for one 0) year unless earlier terminated pursuant to the terms hereof. At the end of the stated Initial Service Term, this Agreement shall automatically renew on a month - to -month basis (the "Renewal Service Term") (the Initial Service Term and the Renewal Service Term are collectively referred to herein as the "Term") unless terminated by either TEZ or Customer upon thirty (30) days prior written notice of termination, save and except termination for cause pursuant to the TEZ Terms and Conditions (defined below in Section 8). If Customer fails to pay any Fees (defined below in Section 6) when due or Customer otherwise breaches the Agreement during the Term, TEZ may elect to terminate the Agreement and Customer shall be responsible for any and all Fees (defined below in Section 6 for the remaining months outstanding prior to expiration of the Term. Such Fees (defined below in Section 61 shall be immediately due and payable upon receipt of written notice that TEZ has elected to terminate the Agreement due to Customer's breach of the Agreement. TEZ or Customer may elect to (a) terminate the provision of certain Services at a particular Location while retaining other Services or (b) terminate the provision of any Services at a Location in general by timely exercising its termination rights as set forth in this Section 4 with regards to a particular Location Addendum or Service Exhibit. 5. Equipment: If applicable, TEZ shall provide Customer with the equipment set forth in each Service Exhibit (the "Equipment"). Customer shall return the Equipment to TEZ within ten 00) days of expiration or earlier termination of this MSA, or the applicable Location Addendum or Service Exhibit. If Customer does not return the 1 tez TECHNOLOGY Equipment in a timely manner, Customer shall be liable for and shall immediately pay TEZ the full replacement value for all unreturned Equipment, as determined by the prices listed in the applicable Location Addendum. 6. Fees: Customer agrees to pay TEZ for any and all fees, and applicable taxes for Services and Equipment as set forth in each applicable Service Exhibit (collectively referred to as the "Fees"). Customer acknowledges and agrees that TEZ may increase the Fees in its sole and absolute discretion from time to time during the Term upon thirty (30) days' written notice to Customer. 7. Payment Terms: TEZ will invoice Customer on a monthly basis for the current month's Services as well as any overage from the previous month. Payment of TEZ invoices is due upon receipt. If the Start Date for the Services commences on a date other than the first date of the month, the Fees for such month shall be prorated based on the Start Date for the Services listed in each Location Addendum and calculated based on number of days remaining in the month. Invoices and all notices shall be sent to Customer via electronic mail to Customer's email address set forth in the Customer Billing Information Form. TEZ will charge Customer a $50.00 fee for all late payments, non -sufficient funds (NSF) payments, and declined transactions. TEZ maysuspend the Services at any point if a balance is more than 15 days past due. 8. Terms and Conditions: By executing this MSA, Customer hereby represents and warrants to TEZ that Customer has read, understands, consents to, and agrees to be bound by the terms and conditions available at https://teztechnology.com/smsvalet/terms-and-conditions/ (as amended from time to time in the sole and absolute discretion of TEZ, the "TEZ Terms and Conditions"). By executing this MSA, Customer acknowledges and agrees to be bound by the TEZ Terms and Conditions. 9. Miscellaneous: (a) Notices. Any notices required or permitted hereunder will be delivered to TEZ at TEZ Technology, LLC, 6900 North Dallas Parkway, Suite 750, Plano, Texas 75024, Attn: TEZ Accounting, Accounting@TEZTechnology.com, and to Customer at the address specified in the Customer Billing Information Form. (b) Authorization. Customer represents and warrants that the execution, delivery and performance of this MSA and any Location Addenda and Service Exhibits have been duly authorized, that Customer has the full right, power, and authority to execute, deliver and perform this Agreement, and that such execution, delivery and performance do not and will not conflict with any agreement, instrument, order, judgement or decree to which Customer is a party or by which Customer is bound. 1 tez" TECHNOLOGY (c) Counterparts. This MSA may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties. (d) Parking Data. The Customer's parker data used by TEZ to provide Services is the property of TEZ. Such parker data will never be sold or given to any third parties by TEZ without the consent of the Customer. Customer hereby acknowledges and agrees that all third -party information and data related to parking services at any Location (the "Parking Data") shall at all times be the property of Customer. The expiration or earlier termination of this Agreement or any portion hereof shall in no way affect the status of the parking data, which shall always remain the property of Customer. [Signature Page Follows] tel TECHNOLOGY IN WITNESS WHEREOF, the undersigned have executed this MSA to be effective as of the Effective Date. TEZ: TEZ TECHNOLOGY, LLC, a Texas limited liability company By: 1448 Salazar Name: Luis Salazar Title: Regional Sales Manager y:�#�r s T It im ' . TEXT2 PARKI, LOCATION ADDENDUM tez TECHNOLOGY Company Installation Address Clermont Boat Ramp Shipping Address Street Address 140 East Avenue 140 East Avenue City, State, Zip Clermont FL 34711 Clermont FL 34711 Contact Name 1� Phone Number 35 7v 0 E-mail Address CNif� Shipping Delivery Due Date: Customer agrees to be bound by the Terms and Conditions available at https://teztechnology.com tez- tech no logy-te rms-a nd-cond itions/ Initials Date: � �IL,J-� TEXT2I�ARK[' tz e TECHNOLOGY SERVICE EXHIBIT -TEXT2PARK This is a multi -location agreement. Please refer to the attached addendum for the location and banking details. Subtotal $2,086.00 Shipping $42.00 Tax $0.00 Total $2,128.00 TEXT2PARK� Banking Details: TECHNOLOGY Banking Details ACH Deposit/Auto Draft Blank if Same Account as Parking Bank Name FIFTH THIRD BANK BankAddress PO BOX 630900, CINCINNATI OH NameonAccount POOLED CASH Routing Number 063109935 Account Number 7441029308 Account Type CHECKING Sender ID (Deposit Descriptor) BOAT RAMP - TEXT2PARK TEXT- PARK Parkers Receipt Information: WHITELISTINGTEZ (IMPORTANT! Please Read): Some bank account policies will require customers to authorize a TEXT2PARK withdrawal. 1 TECHNOLOGY If so, customers must notify their bank and "whitelist" TEXT2PARK as an authorized party to make a withdrawal. The ACH Company ID for TEXT2PARK is 2825172229. MARK] 4 tez, TECHNOLOGY Customer agrees to be bound by the Terms and Conditions available at https://teztechnology.com tez- technology-terms-and-conditions/ Signature: kam I JZAVV tez Date: q G )Zy Title: Wtb t T �Tiaw T�0, t i TEZ Payments -Additional Location Application TECHNOLOGY Any right, obligation, or provision under these Payment Terms that, by its description or nature, should survive termination of these Payment Terms, will survive the termination of these Payment Terms, including the terms set forth in Sections 7 -14, and 17 -19. Any delay, waiver, or omission by a party to exercise any right or power arising from any breach or default of the other party in any of the terms, provisions or covenants of these Payment Terms shall not be construed to be a waiver of any subsequent breach or default of the same or any other terms, provisions or covenants on the part of the party. Any waiver shall not be deemed to modify any of the terms of these Payment Terms. All remedies afforded by these Payment Terms for a breach hereof shall be cumulative. 28. ADDITIONAL LOCATIONS IF SECHEDULE B IS INCLUEDED You may establish a single Transaction Account for multiple locations or a separate Transaction Account for each location (or any combination thereof) where or for which You accept Card payments, provided that if You establish a single Transaction Account, then each location must operate under the same employer identification number or tax identi-fication number. Furthermore, You agree that for a single Transaction Account each location shall be owned by the same legal entity and same beneficial owners By signing below, I hereby certify, to the best of my knowledge, that the information provided is com- plete and correct. I epresent that I have read and agree to the PA�Y2MENTTERMS above. "Signature: Print Name: Title fAW i-R&_(1&jf p J NIL. Date: R I27 I2' f ** Each individual signing this Agreement directly and expressly warrants that he/she has been given and has received and accepted authority to sign and execute the Agreement on behalf of the party for whom it is indicated he/she has signed, and further has been expressly given and received and accepted authority to enter into a binding agreement on behalf of such party with respect to the matters contained herein and as stated herein. tezTEZ Payments TECHNOLOGY New Account Application OWNER INFORMATION - Same as original account. TELL US ABOUT YOUR NEW LOCATION Legal Business Name: City of Clermont Doing Business As: O Same as Legal Business Name Deposit Descriptor The description you want to appear on your bank statements when your processing funds are deposited - 22 character limit - Defaults to Legal Business Name if left blank Credit Card Statement Descriptor The description ofyour business that will appear on your customer's credit card statements - 22 character limit - Defaults to DBA if left blank Credit Card Statement Phone Number The phone number foryour business thatyou want to display on your customer's credit card statements - Defaults to Business Phone if left blank Business Phone: 352-708-5999 Business Address: 3700 S Hwy 27 City, ST, Zip Clermont BOATRAMP - TEXT2PARK CLERMONT BOATRAMP EIN: FL 34711 In partnership with PROS. ATSYS' Company How much do you realistically expect to process in credit cards each month? What is the typical or average size of your transactions? Amount of the largest single transaction amount you would typically run? Business Website: http://www.clermontfl.gov/ Email address for account and service related notices: 3456IL vM(c CLEP-MONT'FL - OR& WHERE DO YOU WANT YOUR FUNDS DEPOSITED? Name on Checking Account: ?OO 1L'FA CAS�i Bank Name: 1 F-THi Tibzt, �' k- Checking Routing Number: 0 (D 3 1 O 9 9 3 S Checking Account Number: -7Ljq 10 Z 9308 `eZ TEZ Payments - Additional Location Application TECHNOLOGY TEZ PAYMENT FEES Percentage & Transaction Convenience/Technology Chargeback International Card Assessment 2.9%+ $0.82 - Paid by Client N/A $15.00 Waived tez TEZ Payments - Additional Location Application TECHNOLOGY PAYMENT TERMS Last updated:05.17.2022 These payment terms and conditions (the "Payment Terms") are a contract between you ("You" or "Your") and TEZ Technologies LLC. ("TEZ, '.we, "'our," or "us") and govern Your access and use of all or any part of the Payment Services (defined below). By using any of the Payment Services, You accept and will be legally bound to our General Terms of Service ("General Terms"), these Payment Terms, and all other terms, policies, and guidelines applicable to the Payment Services. If You do not agree with these Payment Terms, You may not access or use the Payment Services. If You are using the Payment Services on behalf of a business, that business accepts these terms and You represent to us that You have authority to bind that business or entity to these General Terms. These Payment Terms are in addition to the General Terms, which govern any additional services You may receive from us. If there is any conflict between these Payment Terms and the General Terms, the terms of these Payment Terms will control to the extent of the conflict. Capitalized terms not specifical- ly defined herein have the meanings set forth in the General Terms. 1. THE PAYMENT SERVICES TEZ is a payment facilitator that allows You to accept credit, debit, prepaid, or gift cards ("Cards") bear- ing the trademarks of American Express Travel Related Services Company, Inc., DFS Services, LLC, MasterCard International Inc., and Visa Inc. (collectively, the "Card Brands") from Your customers for the payment for goods and services. These Payment Services are provided pursuant to TEZ's contractual relationship with Wells Fargo Bank, N.A. ("Bank") and ProPay, Inc. ("Processor"). By accepting or other- wise agreeing to these Payment Terms, You agree to the terms and conditions of the Direct Bank Agreement. Bank and Processor may be changed at any time without prior notice to You. TEZ will provide You with Payment Services in accordance with these Payment Terms. All services subject to availability and TEZ's approval. You agree to use the Payment Services only for business purposes and not for personal, family, or household use, and only in the fifty states of the United States of America and the District of Columbia. You agree to use the Payment Services in compliance with (a) all applicable federal, state, and local laws, statutes, regulations, rules, ordinances, codes, and court orders, and all applicable regulatory orders, directives, and guidance that govern or affect these Payment Terms or the subject matter hereof ("Law"), and (b) the bylaws, operating rules, regulations, policies, and procedures of any applicable Card Brand, including the Payment Card Industry Data Security Standard published by the PCI Security Standards Council and any manuals, guides, or bulle- tins, as in effect from time to time ("Rules"). You are not required to accept any Card Brand as a condition of receiving the Payment Services. We may remove or add Cards that you may accept for processing at any time without prior notice. These Payment Terms are consistent with the Card Brands' requirement that You enter into a submerchant or sponsored merchant agreement to receive Payment Services. 2. UNDERWRITING AND REQUIRED INFORMATION After You complete an application for Payment Services, such Payment Services will not be available to You unless and until TEZ confirms that You are eligible under the Rules and the Law to use the Payment Services. You authorize TEZ to make any investigation of Your finances, activities, and opera- tions that TEZ reasonably deems necessary to confirm Your eligibility for Payment Services. You agree to provide TEZ with any information required to complete such investigation and authorize TEZ to share such information with Processor and Bank as necessary to provide the Payment Services. You agree that all information You provide is and will be accurate and complete, and agree to keep such information up-to-date. Upon request, You agree to provide (i) the current addresses of all loca- tions where or for which You accept Card payments, (ii) a list of all of Your assumed business names, and (iii) a list of all of Your products and services. tez TEZ Payments - Additional Location Application TECHNOLOGY You authorize TEZ to make any background, identity -verification, credit, and transaction -verification inquiries that TEZ reasonably deems necessary and authorize any credit reporting agency to compile information to answer such inquiries and furnish that information to TEZ. You authorize TEZ to share the results of such inquiries with Processor and Bank as necessary to provide the Payment Services. If applicable, for any background, credit, or other check or report on Your owners, officers, directors, or other principals, each in their individual capacities, You agree to work with TEZ to obtain any necessary authorizations from such individuals. To help the government fight the funding of terrorism and prevent money-laundering, TEZ, Processor, Bank, or the Card Brands may obtain, verify, and record information that identifies You and Your bene- ficial owners, officers, and other associated individuals, and any individuals that have access to the Payment Services. Upon request, You will provide TEZ, Processor, Bank, or the Card Brands, as applica- ble, the documentary and other evidence of Your identity and that of Your beneficial owners and other associated individuals, and the identity of any individual to whom You provides access to the Payment Services. You agree that TEZ, Processor, Bank, and the Card Brands may disclose such information as required to comply with their obligations under the Law. You will provide TEZ with written notice of any (i) adverse change in Your financial condition, (ii) planned or anticipated liquidation or substantial change to the basic nature of Your business, (iii) transfer or sale of twenty-five percent (25%) or more in value of Your ownership, voting stock, beneficial interest, or total assets, or (iv) levy against twenty-five percent (25%) or more in value of Your total assets. You will provide any such notice not more than three (3) days after You learn of any such event. 3. EQUIPMENT In the event You rent or purchase any equipment from TEZ in connection with the Payment Services, You agree to abide by the applicable terms and conditions in the General Terms. 4. CARD ACCEPTANCE REQUIREMENTS You will honor any valid Card properly tendered by a person asserting to be a person authorized to use a Card or the accounts established in connection with a Card ("Cardholder"). You agree to accept for payment, and will not engage in any practice or procedure that discriminates against, or discourages the use of, any Card issued by each Card Brand for which You have elected to receive Payment Services. You will only accept Cards for Transactions that are bona fide sales of Your goods or services. You will properly disclose to the Cardholder at the time of the Transaction Your name, return policy, and any limitations You may have on accepting returned goods. Your refund polices for purchases made with a Card must be at least as favorable as Your refund policy for purchases made with any other form of payment. You may set a minimum Transaction amount to accept a Card, provided that such minimum does not differentiate among Card issuers or among Card Brands and that such mini- mum complies with the Federal Reserve's limits for Transaction minimums. You understand and agree that Your Payment Services account with TEZ may only be used to process payments through the existing TEZ systems and services described in the General Terms. At this time, TEZ does not provide virtual terminal services or other stand-alone payment processing services. You are required to obtain the Cardholder's approval ("Authorization") for each Transaction and include the Authorization when transmitting each Transaction. Authorizations are not a guarantee of accep- tance or payment of a Transaction, do not waive any provision of these Payment Terms, and do not otherwise validate a fraudulent Transaction or a Transaction involving the use of an expired Card. TEZ, Processor, or Bank may refuse to authorize any Transaction. All Transactions are subject to audit and verification by TEZ, Processor, or Bank and may be adjusted for inaccuracies. All credits provided to You are provisional and subject to chargebacks and adjustments in accordance with the Rules, irrespective of whether a Transaction is returned or reversed by the Card issuer. A chargeback means any reversal, return, or invalidation of a Transaction (or portion of a Transaction) through a Card Brand. You will retain a copy of the sales transmittal for each completed Transaction in accordance with the Rules and tez TEZ Payments - Additional Location Application TECHNOLOGY I the Law. Upon request by Processor or Bank, You will provide copies of sales transmittals and other Transaction evidence. For any recurring Transactions, You will obtain and retain any consents and provide any notices, as required by the Rules and the Law. Significant portions of the Card Brand Rules are available to the public at https://visa.com, https://ww- w.mastercard.com, and https://www.americanexpress.com/merchantopguide. S. COMPLIANCE WITH THE RULES AND THE LAW You agree to comply with these Payment Terms, the Rules, and the Law, including anti -money laun- dering and economic sanctions Laws. In the event of any conflict between the terms of these Payment Services and the Rules or the Law, the terms of the Rules or the Law will prevail. You agree to assist TEZ, Processor, and Bank in monitoring Your compliance with the Rules and the Law. TEZ, Processor, or Bank, each in its sole discretion, may suspend processing Transactions for a reasonable period of time required to investigate suspicious or unusual activity, and each will have no liability for any of Your losses arising from any such suspension. TEZ, Processor, or Bank, each in its sole discretion, may reverse any Transaction that violates these Payment Terms, the Rules, or the Law, and You agree to reimburse TEZ, Processor, or Bank, as applicable, for any such reversal. 6. PROHIBITED ACTIVITIES You will not act as a payment facilitator or otherwise resell or sublicense the Payment Services to any third party. You will not use the Payment Services to handle, process, or transmit funds for any third party. You also may not use the Payment Services to process cash advances. You must not: Submit to a Card Brand any Transaction that You know or should know violates the Law in either the Cardholder's or Your jurisdiction; Submit to a Card Brand any Transaction that You know or should know is fraudulent or not autho- rized by the Cardholder; Submit (or resubmit) to a Card Brand any Transaction that was previously a chargeback; Submit to a Card Brand any Transaction that represents the refinancing of a debt, including an existing obligation to a Card Brand, an existing debt to You that has been deemed uncollectable, or repayment for a dishonored check, except as expressly permitted under the Rules; Add any tax or surcharge to Transactions, unless the Law expressly requires or the Rules expressly permit You to impose such tax or surcharge (any amounts, if allowed, must be included in the Transaction amount and not collected separately); Ask or require a Cardholder to complete a document that, if mailed, would display in plain view any information that Cardholders provide in the course of completing Transactions with You, including Card numbers and expiration dates, account numbers, and other personal Cardholder information ("Cardholder Data"); Ask or require a Cardholder to waive any dispute rights; Request or use a Card account number for any purpose other than as payment for Your goods or services; Disburse funds to a Cardholder in the form of cash or scrip unless You are dispensing funds in the form of traveler's checks, in foreign currency, or as part of a Card Brand's cash -back service, each as defined by, and in accordance with, the Rules; and Disburse funds to a Cardholder in the form of travelers checks if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from You. to TEZ Payments - New Account Application TECHNOLOGY 7. USE OF BRAND MARKS AND OTHER MARKS The Card Brands are the sole and exclusive owners of their respective trade names, trademarks, service marks, logos, and logo types ("Brand Marks") and any promotional or instructional materials provided to You that use or contain any Brand Marks. Your use of Brand Marks must comply with the Rules and the Law. Processor and Bank are the sole and exclusive owners of their respective trademarks, marks, and logos, and Your use of such marks must comply with Processor's and Bank's express policies and written instructions and the Law. At any time and without prior notice, Card Brands may require a change in or prohibit Your use of Brand Marks. Your right to use Brand Marks and, if applicable, Processor's and Bank's marks, will cease upon termination of these Payment Terms, and You agree not to contest the ownership of all such marks for any reason. 8. SETTLEMENT, PAYOUT SCHEDULE, AND TRANSACTION DISPUTES You agree to establish and maintain one or more deposit accounts to be the designated "Transaction Account" to receive the funds processed through the Payment Services for Cardholder Transactions ("Transaction Funds"). You will provide TEZ with complete information regarding the Transaction Account and any other information for each location as requested by TEZ. You authorize TEZ (or its service providers) to initiate credits and debits to the Transaction Account through the Automated Clearinghouse ("ACH") System. Such authorization will remain in full force and effect until thirty (30) days after TEZ receives written notice from You of termination of this ACH authori- zation. TEZ reserves the right to terminate or suspend Payment Services at any time if You fail to provide an active Transaction Account with an ACH authorization. To ensure proper remittance of Transaction Funds, You are solely responsible for providing TEZ with accurate contact, payment, and account infor- mation for each Transaction Account, including any applicable tax information. You agree that the deposit of Transaction funds to the Transaction Account discharges TEZ, Processor, and Bank of any settlement obligation to You and that any dispute regarding the receipt or amount of settlement will be between TEZ and You. You agree that TEZ, Processor, and Bank have no settlement obligation to You regarding the proceeds from any Transaction that violates these Payment Terms, the Rules, or the Law. Transaction Funds, less any amounts TEZ is authorized to deduct or withhold under these Payment Terms, will be remitted to You by ACH to the Transaction Account in accordance with the Payment Schedule. Amounts owed to You will be calculated solely based on records maintained by TEZ. It is Your responsibility to promptly and consistently inspect Your Transaction and settlement history, and You must immediately report any possible errors to TEZ. If You believe TEZ has failed to remit or has made an error in the remittance of Transaction funds as set forth herein, You must notify TEZ in writing within ninety (90) days of the date You purport such failure or error in remittance would have been due, specify- ing in reasonable detail the amounts You believe are owed. Your failure to so notify TEZ will result in Your waiver of any claim relating to such disputed remittance. In the event You fail to make any required payments to TEZ when due, TEZ reserves the right to withhold Transaction Funds until such payments have been made in full. VXfl*111AWTJAVt[dK01,1111 ZIN TEZ may, in its sole discretion or at the direction of Processor or Bank, establish and maintain a deposit account to be funded by You as security for Your current and future obligations under these Payment Terms. TEZ will determine the amount of such reserve, and You agree to deposit that amount in the reserve account. You agree that TEZ may initiate ACH debits to the Transaction Account or withhold amounts that TEZ would otherwise pay to the Transaction Account for the purpose of establishing, main- taining, or increasing the balance in the reserve account. TEZ may, without notice to You, apply funds in tez TEZ Payments - Additional Location Application TECHNOLOGY he reserve account against any amounts owed by You under these Payment Terms. By executing this these Payment Terms, You grant to TEZ a security interest in the funds held in any reserve account estab- lished pursuant to this section. You will not be entitled to a return of any funds remaining in the reserve account for 180 days following the later of termination of these Payment Terms or submission of Your last Transaction. You will remain liable for all fees or amounts incurred after any such return of funds. 111#1090.7-►MIIMIlroli9]F911111 111AMUNI Except for TEZ's limited role in processing payments, TEZ is not involved in any underlying sale of goods or services by You. You agree that all disputes between You and any Cardholder relating to a Transaction will be settled between You and the Cardholder. TEZ bears no responsibility for such disputes. You are solely responsible for all customer service policies and issues relating to Your goods or services, including pricing, order fulfillment, cancellations or no shows by You or a customer, returns, refunds and adjust- ments, rebates, functionality and warranty, technical support, and feedback concerning experiences with Your personnel, policies or processes. In performing customer service, You will always present yourself as a separate entity from us. Card Brand inquiries about Transactions may cause Processor or Bank to chargeback such Transactions. Processor and Bank will offset the value of such chargebacks from the Transaction funds that will be received by TEZ for remittance to You. If You disagree with a chargeback, You may request a chargeback reversal within the applicable Card Brand's timeline in the Rules. TEZ, Processor, and Bank may revoke, reverse, or offset any credit to You for a Transaction not made in compliance with these Payment Terms, the Rules, or the Law or where such remittance to You was made erroneously. You are subject to each Card Brand's acceptance guidelines, monitoring programs, activity reporting requirements, and limits, including those relating to excessive credits, disputes, and chargebacks. Exces- sive chargebacks may result in violation of the Rules, breach of these Payment Terms, and suspension of the Payment Services. 11. FEES You agree to pay to TEZ all service and processing fees and other charges specified in the Fee Schedule; any adjustments, fees, penalties, or costs incurred by TEZ as a result of any dispute related to Transac- tions; any liabilities or other amounts TEZ incurs as a result of fraudulent use of Your terminal for Authori- zations, unauthorized use of or access to Cardholder Data on Your systems, or any other payment trans- action alleged to have been processed through the Payment Service; and any fees, fines, or penalties imposed by third parties (including Processor, Bank, and Card Brands) related to chargebacks or any returned or cancelled Transaction funds remittance. You authorize and direct TEZ to deduct and set off from Transaction funds the fees and other amounts You owe under these Payment Terms, and You understand that the Transaction funds TEZ remits to You will be net of these amounts. In the event that any set off against Transaction funds is not sufficient to cover the fees and other amounts owed under these Payment Terms, You agree that TEZ may initiate an ACH debit to any Transaction Account for such amounts. You agree to maintain sufficient funds in the Transaction Accounts to satisfy all obligations to TEZ, Processor, and Bank contemplated by these Payment Terms. If the fees and other amounts owed under these Payment Terms or an ACH debit for such amounts causes the balance in a Transaction Account to be less than zero ($0), TEZ may charge an overdraft fee or require that You make a wire transfer to the Transaction Accounts within one (1) banking business day of notice. From time to time, Processor, Bank, or Card Brands may change the fees each charges for Transactions. TEZ will provide You with thirty (30) days written prior notice of all such changes, and Your submission of a Transaction or continued use of the Payment Services after the effective date of such notice will be deemed acceptance of such change. teZ TEZ Payments - Additional Location Application TECHNOLOGY 12. AUDITS You agree to cooperate in any legal audit, examination, or investigation as may be required by TEZ, Processor, Bank, Card Brands, or any Regulatory Authority; and upon request and reasonable prior notice, permit TEZ, Processor, or Bank (or a duly authorized representative thereof) to conduct an on -site inspec- tion of Your premises and examine Your books, records, and systems, but only to the extent that each pertains to compliance with these Payment Terms and the Rules. The term "Regulatory Authority' means any federal, state, or local government or any agency, board, commission, court, department, or division thereof, having jurisdiction, supervisory authority, or enforcement powers over any party to these Payment Terms, but which does not include any Card Brand. Such Regulatory Authorities include the U.S. Treasury Financial Crimes Enforcement Network (FinCEN), U.S. Treasury Office of Foreign Assets Control (OFAC), Board of Governors of the Federal Reserve System (Federal Reserve), Internal Revenue Service (IRS), and Federal Trade Commission. 13. DATA As between TEZ and You, all Cardholder Data will be owned by TEZ. We hereby grant You for the term of these Payment Terms a revocable, unassignable license to use, reproduce, electronically distribute, disclose, and display Cardholder Data in compliance with Law and Rules and solely as necessary to (i) provide Your products and services, (ii) comply with the Rules and the Law, and (iii) assist Regulatory Authorities by responding to requests for the disclosure of information in accordance with Law. For purpos- es of this section, Cardholder Data does not include magnetic stripe, Track-2, CVV2, CVC2, or CID data. 14. SECURITY You agree to implement and maintain secure systems for maintaining, accessing, processing, and trans- mitting Cardholder Data or Transaction information to TEZ, Processor, and Bank. You will ensure all such systems comply with the security requirements under the USA PATRIOT Act and any similar Law and the security requirements of the Card Brands, including where applicable, the Payment Card Industry Data Security Standard published by the PCI Security Standards Council, the Visa Cardholder Information Security Program, the Mastercard Site Data Protection Program, and the Visa and Mastercard Data Secu- rity Standards. You will undertake any required self -assessments, audits, and web infrastructure scans. You agree to keep secure all media containing Cardholder Data or Transaction information and destroy in a manner that will render the data unreadable all such media that is no longer necessary or appropriate to store. You agree to comply with Your obligations under the Law regarding the confidentiality, use, and disclosure of Card- holder Data. You will not under any circumstances retain or store magnetic stripe, Track-2, CVV2, CVC2, or CID data after Authorization. You will maintain industry best practices regarding continuity procedures and systems to ensure security of Cardholder Data and Transaction information in the event of a disruption, disaster, or failure of Your data storage system or facility. If there is actual or suspected unauthorized access of Cardholder Data or Transaction information in Your possession, You must immediately notify TEZ, and in all events no later than forty-eight (48) hours after discovery, and cooperate with TEZ, Processor, and Bank regarding reasonable requests for information regarding the security breach. 15. TERM AND TERMINATION These Payment Terms are effective on (a) Your submission of an application for Payment Services; and (b) TEZ's acceptance and approval of such application. TEZ may terminate these Payment Terms at any time for any reason, including, but not limited to, for Your breach of these Payment Terms or as otherwise provided herein. You may terminate these Payment Terms with thirty (30) days prior written notice. If these Payment Terms are terminated for any reason, Your obligations regarding any Transactions accept- tez TEZ Payments - Additional Location Application TECHNOLOGY ed for processing will survive termination, and any amounts owed by You to TEZ will become immediate- ly due and payable. You authorize TEZ to debit such amounts from any Transaction Account, and if the funds in such account are insufficient, You agree to immediately pay any remaining amounts owed. 16. REPRESENTATIONS AND WARRANTIES You represent the following: You and the authorized signatory executing these Payment Terms have the full power and authority to execute, deliver, and perform these Payment Terms; these Payment Terms are binding and enforceable against You, and no provision requiring Your performance is in conflict with Your obligations under any agreement to which You are a party; and You have never entered into a payment processing agreement with a third party that has been terminated by that third party. You warrant during the term of these Payment Terms the following: You are duly organized, authorized, and in good standing under the Laws of the state, region, or country of Your organization and are duly authorized to do business in all other states, regions, or countries in which You operate; and You have not been placed in the Mastercard MATCH system, the Combined Terminated Merchant File, or any similar Card Brand system for tracking high risk merchants. 17. WARRANTY TEZ warrants that the Payment Services will be performed in accordance with applicable industry stan- dards. The preceding warranty is TEZ's sole and exclusive warranty concerning the Payment Services, and TEZ DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MER- CHANTABILITY OR OTHERWISE OF ANY SERVICES RENDERED PURSUANT TO THESE PAYMENT TERMS. 18. INDEMNIFICATION AND LIMITATION OF LIABILITY You agree to indemnify, defend, and hold TEZ and its directors, officers, employees, affiliates, and agents harmless from and against any and all proceedings, losses, costs, expenses, claims, demands, damages, and liabilities (including attorneys' fees and costs, and collections costs) resulting from or otherwise arising out of (i) Your use of the Payment Services, (ii) acts or omissions of Your directors, officers, employees, affiliates, and agents in connection with the Payment Services, (iii) any infiltration, hack, breach, or access violation of the processing system resulting from or in any way related to Your access to the Payment Services, (iv) Your breach of these Payment Terms, and (v) Your violation of the Rules or the Law. This indemnification will survive the termination of these Payment Terms. You agree to provide TEZ with written notice of any alleged breach by TEZ of these Payment Terms, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice will be deemed an acceptance by You and a waiver of any and all rights to dispute such breach. TEZ's cumulative liability to You is limited to direct damages and in all events will not exceed in the aggre- gate the amount of fees or compensation actually received by TEZ for the Transactions processed through the Payment Services during the three (3) month period immediately preceding the event that gives rise to the claim for liability. This limitation of liability will not apply to claims against TEZ for failure to remit Transfer Funds in accordance with Section 8, in which case TEZ's liability for such direct claim by You is limited to the amount of any Transfer Funds that TEZ failed to transfer to You in accordance with Section 8. 19. CONFIDENTIALITY Neither TEZ nor You shall, at any time during or after the term of these Payment Terms, in any manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, corporation, or other entity, or use for its own benefit or for the benefit of any person, firm, corporation, or other entity, any Confidential Information acquired from the other party, its parents or subsidiaries, without the express tel TEZ Payments - Additional Location Application TECHNOLOGY prior written consent of an authorized executive officer of the other party. For the purposes of these Payment Terms, "Confidential Information" shall include any materials that are so marked or that a reasonable business person would understand to be confidential information of the disclosing party. Each party shall safeguard the Confidential Information of the other party with the same degree of care to avoid unauthorized disclosure as it uses to protect its own Confidential Information of a similar nature, but in no case less than reasonable care. 20. NOTICES You consent to electronic delivery of documents related to the Payment Services, and accept any future changes to those documents that may be electronically delivered. You agree to provide and keep current the information that TEZ needs to communicate with You electronically. Except as otherwise provided herein, all notices under these Payment Terms will be in writing and will be delivered by hand, nationally recognized courier (signature required), registered or certified mail (return receipt requested) as follows: If to TEZ: TEZ Technology LLC ATTN: Payments Department 5000 Legacy Dr., Suite 360 Plano, TX 75024 If to You: The contact information included in Your application or any updates You have made in the records we maintain on file for You. In addition, TEZ reserves the right to provide You any notices under these Payment Terms to the email address in Your application or as updated by You. Notice will be deemed given when delivered by hand to an officer of the party to whom the notice is addressed, on the date of actual receipt when delivered by courier or mail, or within twenty-four (24) of transmittal when delivered by email. You agree to keep Your contact information up to date and agree that if any notice sent to You is not received because Your contact information on file with TEZ is incor- rect or out of date, You will be deemed to have received the notice. 21. FORCE MAJEURE TEZ shall be excused from performing any of its obligations under these Payment Terms that are prevented or delayed by any occurrence not within TEZ's control including, but not limited to, strikes or other labor matters, destruction of or damage to any building, natural disasters, pandemics, accidents, war, riots, emergency conditions, interruption of transmission or communications facilities, equipment failure, or any regulation, rule, law, ordinance or order of any federal, state or local government authority. 22.TAXES You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for Your use of the Payment Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any Transaction. TEZ specifically disclaims any liability for taxes. To the extent You are not exempt, TEZ, Processor, and Bank are required to report to the IRS Your annual gross processing volume. TEZ or Processor will provide a form 1099-K, as required by Law. TEZ may, on behalf of the IRS, collect from You federal backup withholding upon Transaction settlement if You do not supply Your legal name or tax identification number or if You fail to respond to a request from TEZ to verify the same. teZ TEZ Payments - Additional Location Application TECHNOLOGY 23. INDEPENDENT CONTRACTORS In the performance of its duties herein, each party shall bean independent contractor, not an employee or agent of the other party. Neither party shall owe fiduciary duties to the other party. You acknowledge that You are liable and responsible for the acts and omissions of Your employees, contractors, agents, and service providers. 24. ASSIGNMENT; SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES These Payment Terms may not be assigned by You without the prior written consent of TEZ. These Payment Terms will inure to the benefit of and will be binding upon the parties and their respec- tive permitted successors and assigns. You acknowledge that Processor and Bank are intended and express third party beneficiaries of these Payment Terms and that Processor and Bank are entitled to the rights and benefits hereunder and that either or both may enforce these Payment Terms as if it were a party. Except as stated in the preceding sentence, the parties do not intend to create, and expressly disclaim the existence of, any third -party beneficiaries of these Payment Terms. 25. GOVERNING LAW These Payment Terms shall be governed and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws. 26. ARBITRATION AND CLASS WAIVER Any dispute, claim, or controversy relating in any way to these Payment Terms, Your use of the Payment Services, or termination of these Payment Terms, other than a court action to enjoin infringement or other misuse of intellectual property rights, will be resolved by binding arbitration, rather than in court, except that You may assert claims in small claims court if Your claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Payment Terms. The arbitration will be conducted by the American Arbitration Association (https://www.adr.org) under its Commercial Arbitration Rules. Any arbitration hearing will occur in Dallas County, Dallas, Texas or another mutually agreeable location. The arbitrator will apply the substantive law of the State of Texas, exclusive of its conflict or choice of law rules. Either party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested. The arbitrator's award will be binding on the parties and may be entered as a judg- ment in any court of competent jurisdiction. To the maximum extent permitted by law, the parties agree that any dispute, claim, or controversy in connection with these Payment Terms, whether in arbitration or in court, will be conducted only on an individual (non -class or non -representative) basis. You waive any right to have any dispute, claim, or controversy in connection with these Payment Terms decided by a jury, and You also waive any right to participate in a class action against TEZ or its affiliates. 27. GENERAL PROVISIONS The words "herein," "hereof," "hereunder," and other words of similar import refer to these Payment Terms as a whole and not to any particular section or other subdivision. All variations of the word "include" will be deemed to be followed by the words "without limitation," unless otherwise specified. The various headings contained herein are for reference purpose only and do not limit or otherwise affect any of the provisions hereof. It is the intention of the parties that no provision be construed more strictly with regard to one party than with regard to the other. TEZ may at any time amend these Payment Terms, including the Payout and Fee Schedules, upon thirty (30) days' notice to You. In the event You disagree with any such amendments, Your sole remedy shall be to terminate these Payment Terms as set forth in Section 15 (Termination). Your failure to provide notice of termination prior to the implementation of any amendment shall be considered acceptance of such changes.