Common use of Fees and Other Services Clause in Contracts

Fees and Other Services. A. Merchant will pay Processor fees and charges for Services, forms, and/or equipment in accordance with the pricing detailed in this Agreement, any schedules, exhibits, or addenda incorporated or referenced herein, and Processor’s then- current standards. Such fees and charges will be calculated and debited from the account(s) designated by Merchant (a “Designated Account”). Fees and charges will be assessed to Merchant by Processor on a daily, monthly and/or other periodic basis with such period initially and prospectively determined in Processor’s sole discretion. Processor has the right to round interchange and other fees and amounts in accordance with its standard operating procedures. Processor reserves the right to assess some or all of the fees and charges via a separate or combined Services invoice(s) for Merchant’s use of the services herein. Processor will charge Merchant for any and all fines, fees, penalties, loss allocations, assessments, registration expenses, certification expenses, and other amounts assessed by third parties (including but not limited to certain telecommunication expenses) incurred as a result of Merchant’s actions, omissions, or use of the services contemplated herein or incurred by Processor on Merchant’s behalf pursuant to the Operating Regulations, the Bank Rules, and the Laws. B. If the Application states that the VISA, MasterCard and Discover Interchange fees, assessments and other fees will be passed through to Merchant, all such Interchange fees, assessments and other fees will be passed through to Merchant in addition to the Discount Rate, Transaction Fee and other fees set forth on the Application. Certain of these fees are available on the VISA, MasterCard and Discover websites. Merchant expressly acknowledges and agrees that it is responsible to pay the Interchange fees, assessments and other fees whether Merchant has possession or knowledge of such fees. If the Application does not state that the VISA, MasterCard and Discover Interchange fees, assessments and other fees will be passed through separately to Merchant, the current VISA, MasterCard and Discover fees are included in the Discount Rate and Transaction Fee set forth on the Application. Regardless of whether the VISA, MasterCard and Discover fees are assessed separately or incorporated into Merchant’s Discount Rate and Transaction Fee, the VISA, MasterCard and Discover Interchange fees, assessments and other fees are based on the current Interchange rates, assessments and fees set by the VISA, MasterCard and Discover and are subject to change from time to time. For American Express Card transactions, all American Express interchange fees, assessments and other fees will be passed through to Merchant in addition to the Authorization Transaction Fee and other fees set forth on the Application. Merchant acknowledges that whenever its transactions fail to qualify for any reduced fees, Processor will process such transactions at the applicable rate as set forth on the Application, and Merchant will pay the corresponding amount. Merchant acknowledges that to receive the lowest Discount Fee and Transaction Fee on a Card transaction, the Card transaction must exactly meet certain processing criteria or “qualify” for basic fees. Criteria for determining qualification will include, but not be limited to, whether (i) a Card transaction is: (1) hand entered (the required data is not electronically captured by a point-of-sale device reading the information encoded in or on a Card); (2) voice authorized; (3) not authorized; (4) transmitted for processing within twenty-four (24) hours of the Card transaction; (5) a Card transaction involving a Consumer Reward, Commercial Reward, Visa Signature, and MasterCard World Elite Card, or (6) deemed “Non- Qualifying” by the Operating Regulations, such as, but not limited to, Card transactions involving foreign Cards or Cards issued as business, commercial, purchasing or government Cards, or (ii) for any reason the VISA, MasterCard or Discover transactions submitted by electronic transmission do not qualify for the lowest electronic interchange fee, or (iii) the sales drafts submitted are not as anticipated (e.g., Merchant’s average ticket is different than that used by Processor to calculate the discount rate, etc.) or (iv) sales drafts submitted without electronic transmission exceed five percent (5%) of the total monthly sales drafts processed under this Agreement. For certain non-qualifying transactions, Processor assesses a surcharge of a certain percent of the transaction amount as set forth in the Merchant Processing Agreement/Application on all sales transactions that do not qualify at Merchant’s base rate. In the event that Card transactions submitted to Processor for processing only partially qualify or do not at all qualify for the qualified discount rate quoted in accordance with the Merchant Application and/or the Operating Regulations, Merchant may be assessed and agrees to pay an additional Mid-Qualified Exception Fee or Non-Qualified Exception Fee if set forth on the Application. Further, Merchant will pay, in accordance with this Agreement, all fees, cost escalations, assessments, tariffs, penalties, fines or other items that may be charged, assessed or imposed under this Agreement and/or the Operating Regulations. Several factors affect the best rate Merchant may achieve on any given transaction, including but not limited to the type of Card used, the number of days between the sale and the date Merchant submits the transaction to Processor, obtaining authorization, capturing all transaction data, submitting the transaction in the correct format, and proper functioning of Merchant’s point of sale terminal, software, and communications lines. Further, the Associations change the transaction qualification criteria from time to time, and Merchant’s terminal or software may not meet the new criteria. Processor makes no representation or warranty that Merchant’s transactions qualify for any given rate, and Processor disclaims all responsibility and liability for a transaction’s failure to so qualify. Merchant will release and hold Processor harmless from any loss, cost or damage, including legal fees and court costs, resulting from transactions’ failure to qualify for a particular rate. In addition, Card transactions that do not meet the necessary criteria for payment are subject to complete denial, reversal and/or chargeback. C. Merchant shall pay all taxes and other charges imposed by any governmental authority on the services provided under this Agreement. In the event Processor pays such taxes, Merchant shall immediately reimburse Processor or Processor may, at Processor's sole option, charge Merchant's Designated Account for such amounts in Processor’s sole discretion. D. Processor will initially provide, in accordance with this Agreement the described products and services (the “Initial Services”). Merchant acknowledges and agrees that the Initial Services shall always include Services related to Association credit card transaction processing, and that Merchant shall be solely responsible for any use of such Services, and that Processor shall have no obligation to prevent Merchant from using such Services. If at any time Merchant utilizes any Services other than the Initial Services, such use of Services shall be provided according to Processor’s standard terms and conditions associated with such Services and, unless otherwise agreed to by Processor, Merchant will pay Processor its standard fees and charges for such Services in accordance with Processor’s then-current standards. Merchant’s use of Services other than the Initial Services (“Additional Services”) shall be deemed Merchant’s acceptance of the fees and charges and the terms and conditions associated with such Services. Processor may also charge Merchant for any non-specified Service it provides Merchant or expense it incurs on behalf of Merchant (also deemed an Additional Service) in conjunction with Merchant’s receipt of an Additional Service, and, unless otherwise agreed to by Processor, Merchant agrees to pay the standard rate for the Additional Services in accordance with Processor’s then-current standards. Merchant shall not dispute, and shall be unconditionally obligated to pay for, any Additional Service charges for any such Additional Service that Merchant has received. Services such as enhancement or customization of any standard services, customized reporting, or special requests will be provided at Processor’s option and on an “as-quoted” basis. Merchant acknowledges and agrees that it shall be solely responsible for all telecommunication lines, equipment, and any related items deemed necessary by Processor in connection with the Initial Services and any Additional Services and for any and all fees, costs, or expenses related to the same, whether incurred by Merchant, Processor, their affiliates, and/or agents; such fees, costs and/or expenses may include, but are not limited to, those associated with, circuits and their installation, software to support Merchant's operating environment, data transmissions, equipment, and software upgrades, modems, sharing devices, controllers, protocol converters, routers, router maintenance, maintenance, other telecommunication equipment, etc. In the event Merchant uses Optional Services, Processor may collect and Merchant agrees to pay all fees and charges associated with the Optional Services including but not limited to those assessed by third parties related to the use of an Optional Service. E. If Processor reasonably believes Merchant is not fully compliant with the Bank Rules, Operating Regulations (including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations), or any Laws, or in the event Merchant fails to prove such compliance upon request from Processor, Processor reserves the right to charge Merchant a reasonable fee until Merchant proves compliance with the Bank Rules, Operating Regulations, and Laws, and Merchant shall pay such amount to Processor. This fee will be in addition to any other amounts due under the Agreement, including but not limited to all fines, fees, penalties, loss allocations, assessments, registration expenses, certification expenses, and other amounts assessed by third parties. F. Transaction fees are fees charged on each sales draft and each credit draft regardless of the stated total. A Transaction Fee may be charged for any transaction activity that utilizes a point-of-sale (“POS”) device for transmission or reception of data or information, including but not limited to, signature-based debit card transactions, PIN-based debit card transactions, batch closing, authorizations, and any other communication using the POS device. G. Merchant agrees to be responsible for all direct and indirect costs (including but not limited to those incurred by Processor, its affiliates and/or agents) in connection with and/or related to Merchant's conversion from Processor at the termination of this Agreement and/or related to any conversion or programming effort affecting the Services after Merchant's initial conversion to Processor. H. If Processor for any reason advances settlement or any amounts and/or delays the assessment of any fees (individually or collectively a “Float Event”), Processor reserves the right to assess to Merchant, and Merchant shall pay to Processor, a cost of funds associated with the Float Event (which Processor may at its option assess as a transaction surcharge), the amount of which shall be determined by Processor in its reasonable discretion, and which may be changed by Processor from time to time, and such cost of funds shall be effective as of the start of the Float Event and shall be immediately payable by Merchant when assessed by Processor. I. Additional Provisions for Personal identification number (PIN) debit Cards. Processor will charge the transaction fee for PIN debit Card transactions set forth on the Application for each PIN debit Card transaction submitted regardless of whether such transaction is approved, declined, or determined invalid. In addition, Merchant will be assessed for each PIN debit Card transaction all debit network Interchange fees and other fees, sponsorship, switch and gateway fees. In addition to the charges set forth on the Application, Merchant agrees to pay for all PIN debit network setup fees, chargeback fees and adjustment fees, including but not limited to, late fees that may be imposed by the debit networks. Merchant hereby delegates to Processor the authority to decide to which debit network a given PIN debit Card transaction will be routed. J. Monthly recurring charges will be assessed upon approval of the Merchant Application. Minimum Monthly Xxxx is calculated each month by taking the Minimum Xxxx fee as described on the Merchant Application, less actual charges for Visa, MasterCard, Discover Network and, if Merchant were placed in and approved for the American Express program, American Express, net discount rate and gross transaction fees for such month’s processing. Minimum Monthly Xxxx shall never be a negative number (i.e. a credit). The Annual Fee or Semi-Annual Fee, as applicable, will not be prorated or refunded if this Agreement is cancelled or terminated for any reason. Processor may assess the ACH/DBA Fee set forth on the Merchant Application for administrative services, including, but not limited to, changing Merchant’s Designated Account information or processing returned ACH items. MasterCard issuers may collect a handling fee for specific authorization chargebacks for certain Merchant Industry types.

Fees and Other Services. A. Merchant will pay Processor fees and charges for Services, forms, and/or equipment in accordance with the pricing detailed in this Agreement, any schedules, exhibits, or addenda incorporated or referenced herein, and Processor’s then- current standards. Such fees and charges will be calculated and debited from the account(s) designated by Merchant Xxxxxxxx (a “Designated Account”). Fees and charges will be assessed to Merchant by Processor on a daily, monthly and/or other periodic basis with such period initially and prospectively determined in Processor’s sole discretion. Processor has the right to round interchange and other fees and amounts in accordance with its standard operating procedures. Processor reserves the right to assess some or all of the fees and charges via a separate or combined Services invoice(s) for Merchant’s use of the services herein. Processor will charge Merchant for any and all fines, fees, penalties, loss allocations, assessments, registration expenses, certification expenses, and other amounts assessed by third parties (including but not limited to certain telecommunication expenses) incurred as a result of Merchant’s actions, omissions, or use of the services contemplated herein or incurred by Processor on Merchant’s behalf pursuant to the Operating Regulations, the Bank Rules, and the Laws. B. If the Application states that the VISA, MasterCard and Discover Interchange fees, assessments and other fees will be passed through to Merchant, all such Interchange fees, assessments and other fees will be passed through to Merchant in addition to the Discount Rate, Transaction Fee and other fees set forth on the Application. Certain of these fees are available on the VISA, MasterCard and Discover websites. Merchant Xxxxxxxx expressly acknowledges and agrees that it is responsible to pay the Interchange fees, assessments and other fees whether Merchant has possession or knowledge of such fees. If the Application does not state that the VISA, MasterCard and Discover Interchange fees, assessments and other fees will be passed through separately to Merchant, the current VISA, MasterCard and Discover fees are included in the Discount Rate and Transaction Fee set forth on the Application. Regardless of whether the VISA, MasterCard and Discover fees are assessed separately or incorporated into Merchant’s Discount Rate and Transaction Fee, the VISA, MasterCard and Discover Interchange fees, assessments and other fees are based on the current Interchange rates, assessments and fees set by the VISA, MasterCard and Discover and are subject to change from time to time. For American Express Card transactions, all American Express interchange fees, assessments and other fees will be passed through to Merchant in addition to the Authorization Transaction Fee and other fees set forth on the Application. Merchant acknowledges that whenever its transactions fail to qualify for any reduced fees, Processor will process such transactions at the applicable rate as set forth on the Application, and Merchant will pay the corresponding amount. Merchant acknowledges that to receive the lowest Discount Fee and Transaction Fee on a Card transaction, the Card transaction must exactly meet certain processing criteria or “qualify” for basic fees. Criteria for determining qualification will include, but not be limited to, whether (i) a Card transaction is: (1) hand entered (the required data is not electronically captured by a point-of-sale device reading the information encoded in or on a Card); (2) voice authorized; (3) not authorized; (4) transmitted for processing within twenty-four (24) hours of the Card transaction; (5) a Card transaction involving a Consumer Reward, Commercial Reward, Visa Signature, and MasterCard World Elite Card, or (6) deemed “Non- Qualifying” by the Operating Regulations, such as, but not limited to, Card transactions involving foreign Cards or Cards issued as business, commercial, purchasing or government Cards, or (ii) for any reason the VISA, MasterCard or Discover transactions submitted by electronic transmission do not qualify for the lowest electronic interchange fee, or (iii) the sales drafts submitted are not as anticipated (e.g., Merchant’s average ticket is different than that used by Processor to calculate the discount rate, etc.) or (iv) sales drafts submitted without electronic transmission exceed five percent (5%) of the total monthly sales drafts processed under this Agreement. For certain non-qualifying transactions, Processor assesses a surcharge of a certain percent of the transaction amount as set forth in the Merchant Processing Agreement/Application on all sales transactions that do not qualify at Merchant’s base rate. In the event that Card transactions submitted to Processor for processing only partially qualify or do not at all qualify for the qualified discount rate quoted in accordance with the Merchant Application and/or the Operating Regulations, Merchant may be assessed and agrees to pay an additional Mid-Qualified Exception Fee or Non-Qualified Exception Fee if set forth on the Application. Further, Merchant will pay, in accordance with this Agreement, all fees, cost escalations, assessments, tariffs, penalties, fines or other items that may be charged, assessed or imposed under this Agreement and/or the Operating Regulations. Several factors affect the best rate Merchant may achieve on any given transaction, including but not limited to the type of Card used, the number of days between the sale and the date Merchant submits the transaction to Processor, obtaining authorization, capturing all transaction data, submitting the transaction in the correct format, and proper functioning of Merchant’s point of sale terminal, software, and communications lines. Further, the Associations change the transaction qualification criteria from time to time, and Merchant’s terminal or software may not meet the new criteria. Processor makes no representation or warranty that Merchant’s transactions qualify for any given rate, and Processor disclaims all responsibility and liability for a transaction’s failure to so qualify. Merchant will release and hold Processor harmless from any loss, cost or damage, including legal fees and court costs, resulting from transactions’ failure to qualify for a particular rate. In addition, Card transactions that do not meet the necessary criteria for payment are subject to complete denial, reversal and/or chargeback. C. Merchant shall pay all taxes and other charges imposed by any governmental authority on the services provided under this Agreement. In the event Processor pays such taxes, Merchant shall immediately reimburse Processor or Processor may, at Processor's sole option, charge MerchantXxxxxxxx's Designated Account for such amounts in Processor’s sole discretion. D. Processor will initially provide, in accordance with this Agreement the described products and services (the “Initial Services”). Merchant acknowledges and agrees that the Initial Services shall always include Services related to Association credit card transaction processing, and that Merchant shall be solely responsible for any use of such Services, and that Processor shall have no obligation to prevent Merchant from using such Services. If at any time Merchant utilizes any Services other than the Initial Services, such use of Services shall be provided according to Processor’s standard terms and conditions associated with such Services and, unless otherwise agreed to by Processor, Merchant will pay Processor its standard fees and charges for such Services in accordance with Processor’s then-current standards. Merchant’s use of Services other than the Initial Services (“Additional Services”) shall be deemed MerchantXxxxxxxx’s acceptance of the fees and charges and the terms and conditions associated with such Services. Processor may also charge Merchant for any non-specified Service it provides Merchant or expense it incurs on behalf of Merchant (also deemed an Additional Service) in conjunction with MerchantXxxxxxxx’s receipt of an Additional Service, and, unless otherwise agreed to by Processor, Merchant Xxxxxxxx agrees to pay the standard rate for the Additional Services in accordance with Processor’s then-current standards. Merchant shall not dispute, and shall be unconditionally obligated to pay for, any Additional Service charges for any such Additional Service that Merchant has received. Services such as enhancement or customization of any standard services, customized reporting, or special requests will be provided at Processor’s option and on an “as-quoted” basis. Merchant acknowledges and agrees that it shall be solely responsible for all telecommunication lines, equipment, and any related items deemed necessary by Processor in connection with the Initial Services and any Additional Services and for any and all fees, costs, or expenses related to the same, whether incurred by Merchant, Processor, their affiliates, and/or agents; such fees, costs and/or expenses may include, but are not limited to, those associated with, circuits and their installation, software to support Merchant's operating environment, data transmissions, equipment, and software upgrades, modems, sharing devices, controllers, protocol converters, routers, router maintenance, maintenance, other telecommunication equipment, etc. In the event Merchant Xxxxxxxx uses Optional Services, Processor may collect and Merchant Xxxxxxxx agrees to pay all fees and charges associated with the Optional Services including but not limited to those assessed by third parties related to the use of an Optional Service. E. If Processor reasonably believes Merchant is not fully compliant with the Bank Rules, Operating Regulations (including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations), or any Laws, or in the event Merchant fails to prove such compliance upon request from Processor, Processor reserves the right to charge Merchant a reasonable fee until Merchant proves compliance with the Bank Rules, Operating Regulations, and Laws, and Merchant shall pay such amount to Processor. This fee will be in addition to any other amounts due under the Agreement, including but not limited to all fines, fees, penalties, loss allocations, assessments, registration expenses, certification expenses, and other amounts assessed by third parties. F. Transaction fees are fees charged on each sales draft and each credit draft regardless of the stated total. A Transaction Fee may be charged for any transaction activity that utilizes a point-of-sale (“POS”) device for transmission or reception of data or information, including but not limited to, signature-based debit card transactions, PIN-based debit card transactions, batch closing, authorizations, and any other communication using the POS device. G. Merchant X. Xxxxxxxx agrees to be responsible for all direct and indirect costs (including but not limited to those incurred by Processor, its affiliates and/or agents) in connection with and/or related to Merchant's conversion from Processor at the termination of this Agreement and/or related to any conversion or programming effort affecting the Services after MerchantXxxxxxxx's initial conversion to Processor. H. If Processor for any reason advances settlement or any amounts and/or delays the assessment of any fees (individually or collectively a “Float Event”), Processor reserves the right to assess to Merchant, and Merchant shall pay to Processor, a cost of funds associated with the Float Event (which Processor may at its option assess as a transaction surcharge), the amount of which shall be determined by Processor in its reasonable discretion, and which may be changed by Processor from time to time, and such cost of funds shall be effective as of the start of the Float Event and shall be immediately payable by Merchant when assessed by Processor. I. Additional Provisions for Personal identification number (PIN) debit Cards. Processor will charge the transaction fee for PIN debit Card transactions set forth on the Application for each PIN debit Card transaction submitted regardless of whether such transaction is approved, declined, or determined invalid. In addition, Merchant will be assessed for each PIN debit Card transaction all debit network Interchange fees and other fees, sponsorship, switch and gateway fees. In addition to the charges set forth on the Application, Merchant Xxxxxxxx agrees to pay for all PIN debit network setup fees, chargeback fees and adjustment fees, including but not limited to, late fees that may be imposed by the debit networks. Merchant hereby delegates to Processor the authority to decide to which debit network a given PIN debit Card transaction will be routed. J. X. Monthly recurring charges will be assessed upon approval of the Merchant Application. Minimum Monthly Xxxx Bill is calculated each month by taking the Minimum Xxxx Bill fee as described on the Merchant Application, less actual charges for Visa, MasterCard, Discover Network and, if Merchant were placed in and approved for the American Express program, American Express, net discount rate and gross transaction fees for such month’s processing. Minimum Monthly Xxxx Bill shall never be a negative number (i.e. a credit). The Annual Fee or Semi-Annual Fee, as applicable, will not be prorated or refunded if this Agreement is cancelled or terminated for any reason. Processor may assess the ACH/DBA Fee set forth on the Merchant Application for administrative services, including, but not limited to, changing Merchant’s Designated Account information or processing returned ACH items. MasterCard issuers may collect a handling fee for specific authorization chargebacks for certain Merchant Industry types.

Fees and Other Services. A. Merchant will pay Processor Vendor fees and charges for Services, forms, and/or equipment in accordance with the pricing detailed in this Agreement, any schedules, exhibits, or addenda incorporated or referenced herein, and ProcessorVendor’s then- then-current standards. Such fees and charges will be calculated and debited from the account(s) designated by Merchant (a “Designated Account”). Fees and charges will be assessed to Merchant by Processor Vendor on a daily, monthly and/or other periodic basis with such period initially and prospectively determined in ProcessorVendor’s sole discretion. Processor has the right to round interchange and other fees and amounts in accordance with its standard operating procedures. Processor Vendor reserves the right to assess some or all of the fees and charges via a separate or combined Services invoice(s) for Merchant’s use of the services herein. Processor Vendor will charge Merchant for any and all fines, fees, penalties, loss allocations, assessments, registration expenses, certification expenses, and other amounts assessed by third parties (including but not limited to certain telecommunication expenses) incurred as a result of Merchant’s actions, omissions, or use of the services contemplated herein or incurred by Processor Vendor on Merchant’s behalf pursuant to the Operating Regulations, the Bank Rules, and the Laws. B. If the Application states that the VISA, MasterCard and Discover Interchange fees, assessments and other fees will be passed through to Merchant, all such Interchange fees, assessments and other fees will be passed through to Merchant in addition to the Discount Rate, Transaction Fee and other fees set forth on the Application. Certain of these fees are available on the VISA, MasterCard and Discover websites. Merchant expressly acknowledges and agrees that it is responsible to pay the Interchange fees, assessments and other fees whether Merchant has possession or knowledge of such fees. If the Application does not state that the VISA, MasterCard and Discover Interchange fees, assessments and other fees will be passed through separately to Merchant, the current VISA, MasterCard and Discover fees are included in the Discount Rate and Transaction Fee set forth on the Application. Regardless of whether the VISA, MasterCard and Discover fees are assessed separately or incorporated into Merchant’s Discount Rate and Transaction Fee, the VISA, MasterCard and Discover Interchange fees, assessments and other fees are based on the current Interchange rates, assessments and fees set by the VISA, MasterCard and Discover and are subject to change from time to time. For American Express Card transactions, all American Express interchange fees, assessments and other fees will be passed through to Merchant in addition to the Authorization Transaction Fee and other fees set forth on the Application. Merchant acknowledges that whenever its transactions fail to qualify for any reduced fees, Processor Vendor will process such transactions at the applicable rate as set forth on the Application, and Merchant will pay the corresponding amount. Merchant acknowledges that to receive the lowest Discount Fee and Transaction Fee on a Card transaction, the Card transaction must exactly meet certain processing criteria or “qualify” for basic fees. Criteria for determining qualification will include, but not be limited to, whether (i) a Card transaction is: (1) hand entered (the required data is not electronically captured by a point-of-sale device reading the information encoded in or on a Card); (2) voice authorized; (3) not authorized; (4) transmitted for processing within twenty-four (24) hours of the Card transaction; (5) a Card transaction involving a Consumer Reward, Commercial Reward, Visa Signature, and MasterCard World Elite Card, or (6) deemed “Non- Qualifying” by the Operating Regulations, such as, but not limited to, Card transactions involving foreign Cards or Cards issued as business, commercial, purchasing or government Cards, or (ii) for any reason the VISA, MasterCard or Discover transactions submitted by electronic transmission do not qualify for the lowest electronic interchange fee, or (iii) the sales drafts submitted are not as anticipated (e.g., Merchant’s average ticket is different than that used by Processor Vendor to calculate the discount rate, etc.) or (iv) sales drafts submitted without electronic transmission exceed five percent (5%) of the total monthly sales drafts processed under this Agreement. For certain non-qualifying transactions, Processor Vendor assesses a surcharge of a certain percent of the transaction amount as set forth in the Merchant Processing Agreement/Application on all sales transactions that do not qualify at Merchant’s base rate. In the event that Card transactions submitted to Processor Vendor for processing only partially qualify or do not at all qualify for the qualified discount rate quoted in accordance with the Merchant Application and/or the Operating Regulations, Merchant may be assessed and agrees to pay an additional Mid-Qualified Exception Fee or Non-Qualified Exception Fee if set forth on the Application. Further, Merchant will pay, in accordance with this Agreement, all fees, cost escalations, assessments, tariffs, penalties, fines or other items that may be charged, assessed or imposed under this Agreement and/or the Operating Regulations. Several factors affect the best rate Merchant may achieve on any given transaction, including but not limited to the type of Card used, the number of days between the sale and the date Merchant submits the transaction to ProcessorVendor, obtaining authorization, capturing all transaction data, submitting the transaction in the correct format, and proper functioning of Merchant’s point of sale terminal, software, and communications lines. Further, the Associations change the transaction qualification criteria from time to time, and Merchant’s terminal or software may not meet the new criteria. Processor Vendor makes no representation or warranty that Merchant’s transactions qualify for any given rate, and Processor Vendor disclaims all responsibility and liability for a transaction’s failure to so qualify. Merchant will release and hold Processor Vendor harmless from any loss, cost or damage, including legal fees and court costs, resulting from transactions’ failure to qualify for a particular rate. In addition, Card transactions that do not meet the necessary criteria for payment are subject to complete denial, reversal and/or chargeback. C. Merchant shall pay all taxes and other charges imposed by any governmental authority on the services provided under this Agreement. In the event Processor Vendor pays such taxes, Merchant shall immediately reimburse Processor Vendor or Processor Vendor may, at ProcessorVendor's sole option, charge Merchant's Designated Account for such amounts in ProcessorVendor’s sole discretion. D. Processor Vendor will initially provide, in accordance with this Agreement the described products and services (the “Initial Services”). Merchant acknowledges and agrees that the Initial Services shall always include Services related to Association credit card transaction processing, and that Merchant shall be solely responsible for any use of such Services, and that Processor Vendor shall have no obligation to prevent Merchant from using such Services. If at any time Merchant utilizes any Services other than the Initial Services, such use of Services shall be provided according to ProcessorVendor’s standard terms and conditions associated with such Services and, unless otherwise agreed to by ProcessorVendor, Merchant will pay Processor Vendor its standard fees and charges for such Services in accordance with ProcessorVendor’s then-current standards. Merchant’s use of Services other than the Initial Services (“Additional Services”) shall be deemed Merchant’s acceptance of the fees and charges and the terms and conditions associated with such Services. Processor Vendor may also charge Merchant for any non-specified Service it provides Merchant or expense it incurs on behalf of Merchant (also deemed an Additional Service) in conjunction with Merchant’s receipt of an Additional Service, and, unless otherwise agreed to by ProcessorVendor, Merchant agrees to pay the standard rate for the Additional Services in accordance with ProcessorVendor’s then-current standards. Merchant shall not dispute, and shall be unconditionally obligated to pay for, any Additional Service charges for any such Additional Service that Merchant has received. Services such as enhancement or customization of any standard services, customized reporting, or special requests will be provided at ProcessorVendor’s option and on an “as-quoted” basis. Merchant acknowledges and agrees that it shall be solely responsible for all telecommunication lines, equipment, and any related items deemed necessary by Processor Vendor in connection with the Initial Services and any Additional Services and for any and all fees, costs, or expenses related to the same, whether incurred by Merchant, ProcessorVendor, their affiliates, and/or agents; such fees, costs and/or expenses may include, but are not limited to, those associated with, circuits and their installation, software to support Merchant's operating environment, data transmissions, equipment, and software upgrades, modems, sharing devices, controllers, protocol converters, routers, router maintenance, maintenance, other telecommunication equipment, etc. In the event Merchant uses Optional Services, Processor Vendor may collect and Merchant agrees to pay all fees and charges associated with the Optional Services including but not limited to those assessed by third parties related to the use of an Optional Service. E. If Processor Vendor reasonably believes Merchant is not fully compliant with the Bank Rules, Operating Regulations (including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations), or any Laws, or in the event Merchant fails to prove such compliance upon request from ProcessorVendor, Processor Vendor reserves the right to charge Merchant a reasonable fee until Merchant proves compliance with the Bank Rules, Operating Regulations, and Laws, and Merchant shall pay such amount to ProcessorVendor. This fee will be in addition to any other amounts due under the Agreement, including but not limited to all fines, fees, penalties, loss allocations, assessments, registration expenses, certification expenses, and other amounts assessed by third parties. F. Transaction fees are fees charged on each sales draft and each credit draft regardless of the stated total. A Transaction Fee may be charged for any transaction activity that utilizes a point-of-sale (“POS”) device for transmission or reception of data or information, including but not limited to, signature-based debit card transactions, PIN-based debit card transactions, batch closing, authorizations, and any other communication using the POS device. G. Merchant agrees to be responsible for all direct and indirect costs (including but not limited to those incurred by ProcessorVendor, its affiliates and/or agents) in connection with and/or related to Merchant's conversion from Processor Vendor at the termination of this Agreement and/or related to any conversion or programming effort affecting the Services after Merchant's initial conversion to ProcessorVendor. H. If Processor Vendor for any reason advances settlement or any amounts and/or delays the assessment of any fees (individually or collectively a “Float Event”), Processor Vendor reserves the right to assess to Merchant, and Merchant shall pay to ProcessorVendor, a cost of funds associated with the Float Event (which Processor Vendor may at its option assess as a transaction surcharge), the amount of which shall be determined by Processor Vendor in its reasonable discretion, and which may be changed by Processor Vendor from time to time, and such cost of funds shall be effective as of the start of the Float Event and shall be immediately payable by Merchant when assessed by ProcessorVendor. I. Additional Provisions for Personal identification number (PIN) debit Cards. Processor Vendor will charge the transaction fee for PIN debit Card transactions set forth on the Application for each PIN debit Card transaction submitted regardless of whether such transaction is approved, declined, or determined invalid. In addition, Merchant will be assessed for each PIN debit Card transaction all debit network Interchange fees and other fees, sponsorship, switch and gateway fees. In addition to the charges set forth on the Application, Merchant agrees to pay for all PIN debit network setup fees, chargeback fees and adjustment fees, including but not limited to, late fees that may be imposed by the debit networks. Merchant hereby delegates to Processor Vendor the authority to decide to which debit network a given PIN debit Card transaction will be routed. J. Monthly recurring charges will be assessed upon approval of the Merchant Application. Minimum Monthly Xxxx is calculated each month by taking the Minimum Xxxx fee as described on the Merchant Application, less actual charges for Visa, MasterCard, Discover Network and, if Merchant were placed in and approved for the American Express OnePoint program, American Express, net discount rate and gross transaction fees for such month’s processing. Minimum Monthly Xxxx shall never be a negative number (i.e. a credit). The Annual Fee or Semi-Annual Fee, as applicable, will not be prorated or refunded if this Agreement is cancelled or terminated for any reason. Processor Vendor may assess the ACH/DBA Fee set forth on the Merchant Application for administrative services, including, but not limited to, changing Merchant’s Designated Account information or processing returned ACH items. MasterCard issuers may collect a handling fee for specific authorization chargebacks for certain Merchant Industry types.

Fees and Other Services. A. Merchant will pay Processor Vendor fees and charges for Services, forms, and/or equipment in accordance with the pricing detailed in this Agreement, any schedules, exhibits, or addenda incorporated or referenced herein, and ProcessorVendor’s then- then-current standards. Such fees and charges will be calculated and debited from the account(s) designated by Merchant (a “Designated Account”). Fees and charges will be assessed to Merchant by Processor Vendor on a daily, monthly and/or other periodic basis with such period initially and prospectively determined in ProcessorVendor’s sole discretion. Processor has the right to round interchange and other fees and amounts in accordance with its standard operating procedures. Processor Vendor reserves the right to assess some or all of the fees and charges via a separate or combined Services invoice(s) for Merchant’s use of the services herein. Processor Vendor will charge Merchant for any and all fines, fees, penalties, loss allocations, assessments, registration expenses, certification expenses, and other amounts assessed by third parties (including but not limited to certain telecommunication expenses) incurred as a result of Merchant’s actions, omissions, or use of the services contemplated herein or incurred by Processor Vendor on Merchant’s behalf pursuant to the Operating Regulations, the Bank Rules, and the Laws. B. If the Application states that the VISA, MasterCard and Discover Interchange fees, assessments and other fees will be passed through to Merchant, all such Interchange fees, assessments and other fees will be passed through to Merchant in addition to the Discount Rate, Transaction Fee and other fees set forth on the Application. Certain of these fees are available on the VISA, MasterCard and Discover websites. Merchant expressly acknowledges and agrees that it is responsible to pay the Interchange fees, assessments and other fees whether Merchant has possession or knowledge of such fees. If the Application does not state that the VISA, MasterCard and Discover Interchange fees, assessments and other fees will be passed through separately to Merchant, the current VISA, MasterCard and Discover fees are included in the Discount Rate and Transaction Fee set forth on the Application. Regardless of whether the VISA, MasterCard and Discover fees are assessed separately or incorporated into Merchant’s Discount Rate and Transaction Fee, the VISA, MasterCard and Discover Interchange fees, assessments and other fees are based on the current Interchange rates, assessments and fees set by the VISA, MasterCard and Discover and are subject to change from time to time. For American Express Card transactions, all American Express interchange fees, assessments and other fees will be passed through to Merchant in addition to the Authorization Transaction Fee and other fees set forth on the Application. Merchant acknowledges that whenever its transactions fail to qualify for any reduced fees, Processor Vendor will process such transactions at the applicable rate as set forth on the Application, and Merchant will pay the corresponding amount. Merchant acknowledges that to receive the lowest Discount Fee and Transaction Fee on a Card transaction, the Card transaction must exactly meet certain processing criteria or “qualify” for basic fees. Criteria for determining qualification will include, but not be limited to, whether (i) a Card transaction is: (1) hand entered (the required data is not electronically captured by a point-of-sale device reading the information encoded in or on a Card); (2) voice authorized; (3) not authorized; (4) transmitted for processing within twenty-four (24) hours of the Card transaction; (5) a Card transaction involving a Consumer Reward, Commercial Reward, Visa Signature, and MasterCard World Elite Card, or (6) deemed “Non- Qualifying” by the Operating Regulations, such as, but not limited to, Card transactions involving foreign Cards or Cards issued as business, commercial, purchasing or government Cards, or (ii) for any reason the VISA, MasterCard or Discover transactions submitted by electronic transmission do not qualify for the lowest electronic interchange fee, or (iii) the sales drafts submitted are not as anticipated (e.g., Merchant’s average ticket is different than that used by Processor Vendor to calculate the discount rate, etc.) or (iv) sales drafts submitted without electronic transmission exceed five percent (5%) of the total monthly sales drafts processed under this Agreement. For certain non-qualifying transactions, Processor Vendor assesses a surcharge of a certain percent of the transaction amount as set forth in the Merchant Processing Agreement/Application on all sales transactions that do not qualify at Merchant’s base rate. In the event that Card transactions submitted to Processor Vendor for processing only partially qualify or do not at all qualify for the qualified discount rate quoted in accordance with the Merchant Application and/or the Operating Regulations, Merchant may be assessed and agrees to pay an additional Mid-Qualified Exception Fee or Non-Qualified Exception Fee if set forth on the Application. Further, Merchant will pay, in accordance with this Agreement, all fees, cost escalations, assessments, tariffs, penalties, fines or other items that may be charged, assessed or imposed under this Agreement and/or the Operating Regulations. Several factors affect the best rate Merchant may achieve on any given transaction, including but not limited to the type of Card used, the number of days between the sale and the date Merchant submits the transaction to Processor, obtaining authorization, capturing all transaction data, submitting the transaction in the correct format, and proper functioning of Merchant’s point of sale terminal, software, and communications lines. Further, the Associations change the transaction qualification criteria from time to time, and Merchant’s terminal or software may not meet the new criteria. Processor makes no representation or warranty that Merchant’s transactions qualify for any given rate, and Processor disclaims all responsibility and liability for a transaction’s failure to so qualify. Merchant will release and hold Processor harmless from any loss, cost or damage, including legal fees and court costs, resulting from transactions’ failure to qualify for a particular rate. In addition, Card transactions that do not meet the necessary criteria for payment are subject to complete denial, reversal and/or chargeback.qualified C. Merchant shall pay all taxes and other charges imposed by any governmental authority on the services provided under this Agreement. In the event Processor Vendor pays such taxes, Merchant shall immediately reimburse Processor Vendor or Processor Vendor may, at ProcessorVendor's sole option, charge Merchant's Designated Account for such amounts in ProcessorVendor’s sole discretion. D. Processor Vendor will initially provide, in accordance with this Agreement the described products and services (the “Initial Services”). Merchant acknowledges and agrees that the Initial Services shall always include Services related to Association credit card transaction processing, and that Merchant shall be solely responsible for any use of such Services, and that Processor Vendor shall have no obligation to prevent Merchant from using such Services. If at any time Merchant utilizes any Services other than the Initial Services, such use of Services shall be provided according to ProcessorVendor’s standard terms and conditions associated with such Services and, unless otherwise agreed to by ProcessorVendor, Merchant will pay Processor Vendor its standard fees and charges for such Services in accordance with ProcessorVendor’s then-current standards. Merchant’s use of Services other than the Initial Services (“Additional Services”) shall be deemed Merchant’s acceptance of the fees and charges and the terms and conditions associated with such Services. Processor Vendor may also charge Merchant for any non-specified Service it provides Merchant or expense it incurs on behalf of Merchant (also deemed an Additional Service) in conjunction with Merchant’s receipt of an Additional Service, and, unless otherwise agreed to by ProcessorVendor, Merchant agrees to pay the standard rate for the Additional Services in accordance with ProcessorVendor’s then-current standards. Merchant shall not dispute, and shall be unconditionally obligated to pay for, any Additional Service charges for any such Additional Service that Merchant has received. Services such as enhancement or customization of any standard services, customized reporting, or special requests will be provided at ProcessorVendor’s option and on an “as-quoted” basis. Merchant acknowledges and agrees that it shall be solely responsible for all telecommunication lines, equipment, and any related items deemed necessary by Processor Vendor in connection with the Initial Services and any Additional Services and for any and all fees, costs, or expenses related to the same, whether incurred by Merchant, ProcessorVendor, their affiliates, and/or agents; such fees, costs and/or expenses may include, but are not limited to, those associated with, circuits and their installation, software to support Merchant's operating environment, data transmissions, equipment, and software upgrades, modems, sharing devices, controllers, protocol converters, routers, router maintenance, maintenance, other telecommunication equipment, etc. In the event Merchant uses Optional Services, Processor Vendor may collect and Merchant agrees to pay all fees and charges associated with the Optional Services including but not limited to those assessed by third parties related to the use of an Optional Service. E. If Processor Vendor reasonably believes Merchant is not fully compliant with the Bank Rules, Operating Regulations (including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations), or any Laws, or in the event Merchant fails to prove such compliance upon request from ProcessorVendor, Processor Vendor reserves the right to charge Merchant a reasonable fee until Merchant proves compliance with the Bank Rules, Operating Regulations, and Laws, and Merchant shall pay such amount to ProcessorVendor. This fee will be in addition to any other amounts due under the Agreement, including but not limited to all fines, fees, penalties, loss allocations, assessments, registration expenses, certification expenses, and other amounts assessed by third parties. F. Transaction fees are fees charged on each sales draft and each credit draft regardless of the stated total. A Transaction Fee may be charged for any transaction activity that utilizes a point-of-sale (“POS”) device for transmission or reception of data or information, including but not limited to, signature-based debit card transactions, PIN-based debit card transactions, batch closing, authorizations, and any other communication using the POS device. G. Merchant agrees to be responsible for all direct and indirect costs (including but not limited to those incurred by ProcessorVendor, its affiliates and/or agents) in connection with and/or related to Merchant's conversion from Processor Vendor at the termination of this Agreement and/or related to any conversion or programming effort affecting the Services after Merchant's initial conversion to ProcessorVendor. H. If Processor Vendor for any reason advances settlement or any amounts and/or delays the assessment of any fees (individually or collectively a “Float Event”), Processor Vendor reserves the right to assess to Merchant, and Merchant shall pay to ProcessorVendor, a cost of funds associated with the Float Event (which Processor Vendor may at its option assess as a transaction surcharge), the amount of which shall be determined by Processor Vendor in its reasonable discretion, and which may be changed by Processor Vendor from time to time, and such cost of funds shall be effective as of the start of the Float Event and shall be immediately payable by Merchant when assessed by ProcessorVendor. I. Additional Provisions for Personal identification number (PIN) debit Cards. Processor Vendor will charge the transaction fee for PIN debit Card transactions set forth on the Application for each PIN debit Card transaction submitted regardless of whether such transaction is approved, declined, or determined invalid. In addition, Merchant will be assessed for each PIN debit Card transaction all debit network Interchange fees and other fees, sponsorship, switch and gateway fees. In addition to the charges set forth on the Application, Merchant agrees to pay for all PIN debit network setup fees, chargeback fees and adjustment fees, including but not limited to, late fees that may be imposed by the debit networks. Merchant hereby delegates to Processor Vendor the authority to decide to which debit network a given PIN debit Card transaction will be routed. J. Monthly recurring charges will be assessed upon approval of the Merchant Application. Minimum Monthly Xxxx is calculated each month by taking the Minimum Xxxx fee as described on the Merchant Application, less actual charges for Visa, MasterCard, Discover Network and, if Merchant were placed in and approved for the American Express OnePoint program, American Express, net discount rate and gross transaction fees for such month’s processing. Minimum Monthly Xxxx shall never be a negative number (i.e. a credit). The Annual Fee or Semi-Annual Fee, as applicable, will not be prorated or refunded if this Agreement is cancelled or terminated for any reason. Processor Vendor may assess the ACH/DBA Fee set forth on the Merchant Application for administrative services, including, but not limited to, changing Merchant’s Designated Account information or processing returned ACH items. MasterCard issuers may collect a handling fee for specific authorization chargebacks for certain Merchant Industry types.

Fees and Other Services. A. Merchant will pay Processor Vendor fees and charges for Services, forms, and/or equipment in accordance with the pricing detailed in this Agreement, any schedules, exhibits, or addenda incorporated or referenced herein, and ProcessorVendor’s then- then-current standards. Such fees and charges will be calculated and debited from the account(s) designated by Merchant (a “Designated Account”). Fees and charges will be assessed to Merchant by Processor Vendor on a daily, monthly and/or other periodic basis with such period initially and prospectively determined in ProcessorVendor’s sole discretion. Processor has the right to round interchange and other fees and amounts in accordance with its standard operating procedures. Processor Vendor reserves the right to assess some or all of the fees and charges via a separate or combined Services invoice(s) for Merchant’s use of the services herein. Processor Vendor will charge Merchant for any and all fines, fees, penalties, loss allocations, assessments, registration expenses, certification expenses, and other amounts assessed by third parties (including but not limited to certain telecommunication expenses) incurred as a result of Merchant’s actions, omissions, or use of the services contemplated herein or incurred by Processor Vendor on Merchant’s behalf pursuant to the Operating Regulations, the Bank Rules, and the Laws. B. . If the Application states that the VISA, MasterCard and Discover Interchange fees, assessments and other fees will be passed through to Merchant, all such Interchange fees, assessments and other fees will be passed through to Merchant in addition to the Discount Rate, Transaction Fee and other fees set forth on the Application. Certain of these fees are available on the VISA, MasterCard and Discover websites. Merchant expressly acknowledges and agrees that it is responsible to pay the Interchange fees, assessments and other fees whether Merchant has possession or knowledge of such fees. If the Application does not state that the VISA, MasterCard and Discover Interchange fees, assessments and other fees will be passed through separately to Merchant, the current VISA, MasterCard and Discover fees are included in the Discount Rate and Transaction Fee set forth on the Application. Regardless of whether the VISA, MasterCard and Discover fees are assessed separately or incorporated into Merchant’s Discount Rate and Transaction Fee, the VISA, MasterCard and Discover Interchange fees, assessments and other fees are based on the current Interchange rates, assessments and fees set by the VISA, MasterCard and Discover and are subject to change from time to time. For American Express Card transactions, all American Express interchange fees, assessments and other fees will be passed through to Merchant in addition to the Authorization Transaction Fee and other fees set forth on the Application. Merchant acknowledges that whenever its transactions fail to qualify for any reduced fees, Processor Vendor will process such transactions at the applicable rate as set forth on the Application, and Merchant will pay the corresponding amount. Merchant acknowledges that to receive the lowest Discount Fee and Transaction Fee on a Card transaction, the Card transaction must exactly meet certain processing criteria or “qualify” for basic fees. Criteria for determining qualification will include, but not be limited to, whether (i) a Card transaction is: (1) hand entered (the required data is not electronically captured by a point-of-sale device reading the information encoded in or on a Card); (2) voice authorized; (3) not authorized; (4) transmitted for processing within twenty-four (24) hours of the Card transaction; (5) a Card transaction involving a Consumer Reward, Commercial Reward, Visa Signature, and MasterCard World Elite Card, or (6) deemed “Non- Qualifying” by the Operating Regulations, such as, but not limited to, Card transactions involving foreign Cards or Cards issued as business, commercial, purchasing or government Cards, or (ii) for any reason the VISA, MasterCard or Discover transactions submitted by electronic transmission do not qualify for the lowest electronic interchange fee, or (iii) the sales drafts submitted are not as anticipated (e.g., Merchant’s average ticket is different than that used by Processor Vendor to calculate the discount rate, etc.) or (iv) sales drafts submitted without electronic transmission exceed five percent (5%) of the total monthly sales drafts processed under this Agreement. For certain non-qualifying transactions, Processor Vendor assesses a surcharge of a certain percent of the transaction amount as set forth in the Merchant Processing Agreement/Application on all sales transactions that do not qualify at Merchant’s base rate. In the event that Card transactions submitted to Processor Vendor for processing only partially qualify or do not at all qualify for the qualified discount rate quoted in accordance with the Merchant Application and/or the Operating Regulations, Merchant may be assessed and agrees to pay an additional Mid-Qualified Exception Fee or Non-Qualified Exception Fee if set forth on the Application. Further, Merchant will pay, in accordance with this Agreement, all fees, cost escalations, assessments, tariffs, penalties, fines or other items that may be charged, assessed or imposed under this Agreement and/or the Operating Regulations. Several factors affect the best rate Merchant may achieve on any given transaction, including but not limited to the type of Card used, the number of days between the sale and the date Merchant submits the transaction to ProcessorVendor, obtaining authorization, capturing all transaction data, submitting the transaction in the correct format, and proper functioning of Merchant’s point of sale terminal, software, and communications lines. Further, the Associations change the transaction qualification criteria from time to time, and Merchant’s terminal or software may not meet the new criteria. Processor Vendor makes no representation or warranty that Merchant’s transactions qualify for any given rate, and Processor Vendor disclaims all responsibility and liability for a transaction’s failure to so qualify. Merchant will release and hold Processor Vendor harmless from any loss, cost or damage, including legal fees and court costs, resulting from transactions’ failure to qualify for a particular rate. In addition, Card transactions that do not meet the necessary criteria for payment are subject to complete denial, reversal and/or chargeback. C. . Merchant shall pay all taxes and other charges imposed by any governmental authority on the services provided under this Agreement. In the event Processor Vendor pays such taxes, Merchant shall immediately reimburse Processor Vendor or Processor Vendor may, at ProcessorVendor's sole option, charge Merchant's Designated Account for such amounts in ProcessorVendor’s sole discretion. D. Processor . Vendor will initially provide, in accordance with this Agreement the described products and services (the “Initial Services”). Merchant acknowledges and agrees that the Initial Services shall always include Services related to Association credit card transaction processing, and that Merchant shall be solely responsible for any use of such Services, and that Processor Vendor shall have no obligation to prevent Merchant from using such Services. If at any time Merchant utilizes any Services other than the Initial Services, such use of Services shall be provided according to ProcessorVendor’s standard terms and conditions associated with such Services and, unless otherwise agreed to by ProcessorVendor, Merchant will pay Processor Vendor its standard fees and charges for such Services in accordance with ProcessorVendor’s then-current standards. Merchant’s use of Services other than the Initial Services (“Additional Services”) shall be deemed Merchant’s acceptance of the fees and charges and the terms and conditions associated with such Services. Processor Vendor may also charge Merchant for any non-specified Service it provides Merchant or expense it incurs on behalf of Merchant (also deemed an Additional Service) in conjunction with Merchant’s receipt of an Additional Service, and, unless otherwise agreed to by ProcessorVendor, Merchant agrees to pay the standard rate for the Additional Services in accordance with ProcessorVendor’s then-current standards. Merchant shall not dispute, and shall be unconditionally obligated to pay for, any Additional Service charges for any such Additional Service that Merchant has received. Services such as enhancement or customization of any standard services, customized reporting, or special requests will be provided at ProcessorVendor’s option and on an “as-quoted” basis. Merchant acknowledges and agrees that it shall be solely responsible for all telecommunication lines, equipment, and any related items deemed necessary by Processor Vendor in connection with the Initial Services and any Additional Services and for any and all fees, costs, or expenses related to the same, whether incurred by Merchant, ProcessorVendor, their affiliates, and/or agents; such fees, costs and/or expenses may include, but are not limited to, those associated with, circuits and their installation, software to support Merchant's operating environment, data transmissions, equipment, and software upgrades, modems, sharing devices, controllers, protocol converters, routers, router maintenance, maintenance, other telecommunication equipment, etc. In the event Merchant uses Optional Services, Processor Vendor may collect and Merchant agrees to pay all fees and charges associated with the Optional Services including but not limited to those assessed by third parties related to the use of an Optional Service. E. . If Processor Vendor reasonably believes Merchant is not fully compliant with the Bank Rules, Operating Regulations (including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations), or any Laws, or in the event Merchant fails to prove such compliance upon request from ProcessorVendor, Processor Vendor reserves the right to charge Merchant a reasonable fee until Merchant proves compliance with the Bank Rules, Operating Regulations, and Laws, and Merchant shall pay such amount to ProcessorVendor. This fee will be in addition to any other amounts due under the Agreement, including but not limited to all fines, fees, penalties, loss allocations, assessments, registration expenses, certification expenses, and other amounts assessed by third parties. F. . Transaction fees are fees charged on each sales draft and each credit draft regardless of the stated total. A Transaction Fee may be charged for any transaction activity that utilizes a point-of-sale (“POS”) device for transmission or reception of data or information, including but not limited to, signature-based debit card transactions, PIN-based debit card transactions, batch closing, authorizations, and any other communication using the POS device. G. . Merchant agrees to be responsible for all direct and indirect costs (including but not limited to those incurred by ProcessorVendor, its affiliates and/or agents) in connection with and/or related to Merchant's conversion from Processor Vendor at the termination of this Agreement and/or related to any conversion or programming effort affecting the Services after Merchant's initial conversion to Processor. H. Vendor. If Processor Vendor for any reason advances settlement or any amounts and/or delays the assessment of any fees (individually or collectively a “Float Event”), Processor Vendor reserves the right to assess to Merchant, and Merchant shall pay to ProcessorVendor, a cost of funds associated with the Float Event (which Processor Vendor may at its option assess as a transaction surcharge), the amount of which shall be determined by Processor Vendor in its reasonable discretion, and which may be changed by Processor Vendor from time to time, and such cost of funds shall be effective as of the start of the Float Event and shall be immediately payable by Merchant when assessed by Processor. I. Vendor. Additional Provisions for Personal identification number (PIN) debit Cards. Processor Vendor will charge the transaction fee for PIN debit Card transactions set forth on the Application for each PIN debit Card transaction submitted regardless of whether such transaction is approved, declined, or determined invalid. In addition, Merchant will be assessed for each PIN debit Card transaction all debit network Interchange fees and other fees, sponsorship, switch and gateway fees. In addition to the charges set forth on the Application, Merchant agrees to pay for all PIN debit network setup fees, chargeback fees and adjustment fees, including but not limited to, late fees that may be imposed by the debit networks. Merchant hereby delegates to Processor Vendor the authority to decide to which debit network a given PIN debit Card transaction will be routed. J. . Monthly recurring charges will be assessed upon approval of the Merchant Application. Minimum Monthly Xxxx is calculated each month by taking the Minimum Xxxx fee as described on the Merchant Application, less actual charges for Visa, MasterCard, Discover Network and, if Merchant were placed in and approved for the American Express OnePoint program, American Express, net discount rate and gross transaction fees for such month’s processing. Minimum Monthly Xxxx shall never be a negative number (i.e. a credit). The Annual Fee or Semi-Annual Fee, as applicable, will not be prorated or refunded if this Agreement is cancelled or terminated for any reason. Processor Vendor may assess the ACH/DBA Fee set forth on the Merchant Application for administrative services, including, but not limited to, changing Merchant’s Designated Account information or processing returned ACH items. MasterCard issuers may collect a handling fee for specific authorization chargebacks for certain Merchant Industry types.