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MERCHANT SERVICES OPERATING PROCEDURES

These Merchant Services Operating Procedures (these “Procedures”) are applicable to each merchant (a “Merchant” and collectively, the “Merchants) who accept Visa Cards, Master Cards, Discover Cards and/or American Express Cards (each a “Card” and collectively, the “Cards”) and who use WORLDPAY SN, LLC, a Delaware limited liability company (“Worldpay SN”) to obtain authorizations and to process Card Transactions (as defined in the Terms and Conditions (hereinafter defined)).

These Procedures describe the requirements for each Merchant to obtain payment for their goods sold and services performed. The Procedures are the “Operating Procedures” referred to in those certain Terms and Conditions for Merchant Agreement (the “Terms and Conditions”) which each Merchant’s becomes bound to by its execution and delivery of the Application (as defined in the Terms and Conditions). By becoming bound to the Terms and Conditions each Merchant becomes bound to these Procedures.

If there is a conflict between these Procedures and the Terms and Conditions, the Terms and Conditions shall control. Unless otherwise specifically defined herein, all terms defined by the provisions of the Terms and Conditions shall have the same meanings ascribed to such terms by the provisions of the Terms and Conditions when used herein.

1. Rules. Each Merchant has agreed to read and strictly follow, comply with and abide by

the following published rules and regulations (collectively, the “Rules”) of Visa, Inc. (“Visa”), MasterCard Inc . (“MasterCard”), Discover Financial Services (“Discover”) and American Express Company (“American Express”) (Visa, MasterCard, Discover and American Express each being sometimes called a “Card Association” and collectively, the “Card Associations”)

• Visa, Inc.’s Operating Rules can be found at:

http://usa.visa.com/merchants/index.html#/page1 or at some other part of Visa’s web Site.

• MasterCard Inc. Rules can be found at: http://www.mastercard.us/merchants/support/rules.html or at some other part of MasterCard’s web Site.

• Discover Financial Services’ Rules can be found at:

http://www.discovernetwork.com/merchants/accept-discover.ht ml or at some other part of Discover’s Web Site.

• American Express Company Rules, Regulations and Disclaimers can be found at:

https://www260.americanexpress.com/merchant/singlevoice/USEng/FrontServlet?request_ty pe=navigate&page=merchantPolicy or at some other part of American Express’ Site.

Non-compliance with the Rules may result in fines and/or penalties and such failure is a breach of the Terms and Conditions. The Merchant agrees to indemnify and hold harmless Worldpay SN with respect to any and all fines and penalties incurred by Worldpay SN due to Merchant’s non- compliance with the Rules, the Terms and Condition and/or these Procedures.

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MERCHANT SERVICES OPERATING PROCEDURES - continued

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2. Card Description and Security Features. Merchants should familiarize themselves and their employees to be able to recognize valid cards. The Card Associations have detailed description of their Cards on each of their respective websites. The Merchant and its employees should periodically visit these websites as the appearance and security features of the Cards may change from time to time. A detailed description of the Cards and security features for each Card Association can be found:

• Visa Cards and each Visa Card’s features, including, without limitation, each Visa Card’s

security features can be found at: http://usa.visa.com/download/ merchants/card-acceptance- guidelines-fo r-visa-merchants.pdf, or at some other part of Visa’ website.

• MasterCard’s and each MasterCard’s features, including, without limitation, each

MasterCard’s security features can be found at: http://www.mastercard.com/us/merchant/pdf/MST08004_CardFeatures_r4.pdr or some other part of MasterCard’s web site.

• Discover Cards and each Discover Card’s features, including, without limitation, each

Discover Card’s security features can be found at: http://www.discovernetwork.com/ merchants/fraud-protection/ or some other part of Discover’s web site.

• American Express Cards and an American Express Card’s features, including, without

limitation, each American Express Card’s security features can be found at: https://merchant.americanexpress.com/accept-card/get-merchant-account?intlink=us- mernslpxsellatc 01 or some other part of American Express’ web site.

3. Acceptance. All Merchants when accepting a Card for payment should: (a) examine the Card to determine if it looks like the type of Card that it purports to be; (b) obtain a Card authorization from Worldpay SN; (c) verify that the Card has not expired or if the Card is not yet effective (if there is an effective date); (d) verify the address associated with the Card by using AVS; (e) when applicable, verify the Cardholder’s signature by comparing the Cardholder’s signature on the Transaction Record (as defined in the Terms and Conditions) to the signature on the back of the Card (make sure that the Transaction Record is signed in the same format as the signature on the Card such as John A. Smith should not be signed J.A. Smith); (f) if the Card is not signed, obtain other identification and require the Cardholder to sign the Card, if the Cardholder does not have sufficient identification (as prescribed by the Card Associations) such as a drivers license, a passport or another Card, preferably with a picture of the card holder on it, or if the Cardholder refuses to sign the Card, do not accept the Card; (g) deliver at least one copy of the Transaction Record to the Cardholder; and (h) not accept a Card that is in the possession of anyone other than the named Cardholder.


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4. Permitted Restrictions on Acceptance. By means of an election in the Application or by otherwise registering with Worldpay SN thereafter, a Merchant may limit its acceptance of Cards issued in the United States by MasterCard or Visa to either (a) only accept Non-PIN Debit Transactions (hereinafter defined); or (b) only accept Credit Card Transactions (hereinafter defined); provided that the Merchant shall be responsible fo r : ( i) correctly determining at the point of sale whether a Card is of a type that it has indicated that it will accept; and (ii) maintaining procedures and systems that prevent such Merchant from not denying acceptance of the wrong type of Card. Such Merchant shall remain obligated to accept all foreign issued MasterCard or Visa Cards. If such Merchant accepts a Card other than the type it elected, such transaction may be downgraded to a higher cost interchange. If a Merchant limits its acceptance as set forth herein, the Merchant must not display any sign indicating that the Merchant will accept all Visa or MasterCard Cards and use approved specific signs stipulating the Merchant election of accepting only Non-PIN Debit or Credit Cards.

5. Prohibited Restrictions on Acceptance. A Merchant shall not: (a) establish or use procedures that favors or discriminates against the use of any particular Card; (b) establish minimum or maximum amounts for accepting a Card; (c) require the Cardholder to supply any personal information (e.g. home or business phone number, home or business address or driver’s license number) except: (i) mail/telephone order or delivery-required transaction, and (ii) zip code for a key entered Card Present Transaction (hereinafter defined) in order to obtain an Address Verification (hereinafter defined); and (c) establish any other special condition for accepting a Card.

6. Other Prohibited Activities. A Merchant shall not: (a) attempt to collect any sales tax in cash instead of including the tax in the sales transaction; (b) use a Card to refinance a transaction that was: (i) a charged back Card Transaction, or (ii) a returned check transaction; (c) attempt to charge any fee as consideration for the acceptance of any Card; (d) submit Transaction Records or Credit Transactions (hereinafter defined) transacted on the personal Cards of such Merchant’s owners, partners, officers or employees of such Merchant’s business establishment, or the guarantors who signed the Application, other than transactions arising from bona fide purchases of goods or services; (e) indicate that Visa, MasterCard or any other Card Association endorses such Merchant’s goods or services; (f) alter the Cardholder account number, circle or underline any information on the Transaction Record or alter a Transaction Record in any way after the transaction has been completed and signed; (g) accept any direct payments from Cardholders for charges of merchandise or services which have been included on a Transaction Record; (h) make any cash disbursements or cash advances to a Cardholder as part of a Card Transaction except to the extent expressly authorized in the Rules; (i) submit a transaction for processing before the merchandise has been shipped or the service has been provided to the Cardholder, except with respect to merchandise manufactured to the Cardholder’s specifications, provided the Cardholder has been advised of such billing


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arrangement; (j) complete a Recurring Transaction (hereinafter defined) after receiving a cancellation notice from the Cardholder or issuing bank or after a request for authorization has been denied; (k) include partial payments with respect to a preauthorized order for goods or services purchased in a single transaction; (l) impose a finance charge in connection with a Recurring Transaction or preauthorized order; (m) require a Cardholder to complete a postcard or other document that displays the Cardholder’s account number in clear view when mailed; (n) transmit Cardholder account numbers to Cardholders for internet transactions; (o) store or retain Card Validation Codes (hereinafter defined); (p) accept payment from a Cardholder for the purpose of depositing funds to the Cardholder’s account, excluding the loading of value to a Prepaid Card (hereinafter defined); (q) process a Credit Transaction receipt without having completed a previous Card Transaction with the same Cardholder; (r) store or retain Magnetic Stripe (hereinafter defined) data, PIN (hereinafter defined) data or AVS (hereinafter defined) data; (s) attempt to obtain an Authorization Approval Code provided by someone other than Worldpay SN except as otherwise per mitted hereunder; (t) require a Cardholder to supply any personal information (ho me or business phone number) unless instructed to by Worldpay SN or if the transaction is mail/telephone or internet order; and (u) give cash, check or in-store Credit refunds for Card sales.

7. Suspicious Transactions or Situations. If t h e a p p e a r a n c e o f t h e C a r d being presented looks altered or damaged (such as the Card appears to be re-embossed, has a damaged hologram, have a damaged Magnetic Stripe ( hereinafter defined) on the back of the Card or have an altered signature box), the Merchant should call Worldpay SN at 1- 888-231-0060, select option 2 and ask for Operations Risk Analyst. Answer all of Worldpay SN’s representative’s questions and follow their instructions. I f the Merchant has a functioning electronic terminal, swipe the suspicious Card and make sure the account number displayed on the terminal and/or the Transaction Record matches the embossed number on the Card. If the Merchant cannot or does not verify the account number and goes forward with the sale, the Card Transaction may be subject to Chargeback (hereinafter defined) and potentially the assessment of fines and fees by Worldpay SN and/or the Card Associations.

8. Authorizations. Except as provided herein, each Merchant shall obtain an Authorization Approval Code (hereinafter defined) from Worldpay SN for each Card Transaction. If a Merchant does not obtain an Authorization Approval Code or if a Merchant submits a Card Transaction after receiving a decline (even if a subsequent authorization attempt results in obtaining an Authorization Approval Code), such Merchant may be assessed fines or fees by the Card Associations and/or Worldpay SN for which the Merchant will be responsible and the subject Card Transaction may subject to Chargeback. If a Merchant processes multiple Card Transactions without obtaining an Authorization Approval Code, Worldpay SN may invoke the Terms and Conditions and cease processing Card Transactions for such Merchant. Authorization Approval Codes can be obtained through the


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Merchant’s POS Terminal (hereinafter defined), a voice response unit or by telephone. Fees related to an authorization will be charged for a request for an Authorization Approval Code, whether or not the subject Card Transaction is approved. Authorization Approval Codes obtained from a source other than Worldpay SN may not be valid. An Authorization Approval Code only indicates the availability of credit on a Card account when the Authorization Approval Code is obtained. Obtaining an Authorization Approval Code on a Card Transaction does not guaranty that such Card Transaction will not be subject to Chargeback. To obtain authorization by telephone a Merchant will call a designated telephone number and enter the Card Transaction information using a touch-tone phone or hold for an authorization representative. On such a call, Worldpay SN may ask the Merchant to ask the Cardholder for identification. After obtaining such identification the Merchant should write information regarding such identification on the Transaction Record for such Card Transaction. If a Merchant has an electronic terminal to obtain authorization, such Merchant may experience additional charges if it fails to exclusively use such electronic terminal. Worldpay SN will not be able to research authorizations obtained by using a third party terminal and Card Transactions authorized by using a third party terminal may be subject to additional fees. Notwithstanding the foregoing, the Merchant may obtain third party Authorizations, provided that Worldpay SN has approved of the third party in writing.

9. Declines. If the use of a Card is declined it means that Worldpay SN has received information from the issuer that the transaction has not been approved. The fact that a sale has been declined should not mean that the Cardholder does not have good credit. A Cardholder that has a transaction declined should be instructed to call the issuer of the declined Card. If a transaction has been declined, the Merchant should wait at least twenty-four (24) hours before attempting to reauthorize the transaction. If the Merchant attempts to reauthorize prior to such time frame and receives an approval, the Merchant may still be subject to a Chargeback and a fee/fine imposed by the Card Associations or by Worldpay SN. A Merchant should not attempt to obtain multiple authorizations for a single Card Transaction. If a Merchant accepts and processes a Card Transaction that was declined, or attempts multi-transactions and/or multi authorizations, such Card Transaction may subject to a Chargeback, Card Association fines and/or termination of the Merchant’s Terms and Conditions.

10. Pre-Authorization. Hotels, motels, and automobile rental co mpanies may obtain an estimated Card authorization (such author izat ion being a “Pre- Author izatio n” and suc h Card transactio n a “Pre- Author ized Card Transact io n”) at the time of a Cardho lder’s check-in. A restaurant may obtain a Pre-authorization for an amount which would include anticipated gratuities. Merchants that obtain Pre-Authorization should notify the Cardholder of such Pre-Authorization including the amount that the Merchant intends to pre-authorize. If a Merchant has a Pre-Authorized Card Transaction and the Cardholder ends up using another Card or another type of payment, the Merchant should call Worldpay SN to delete the authorization hold. For Merchants other than restaurants, if the amount charged to the Cardholder exceeds the pre-


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authorized amount by more than 15%, the Merchant may authorize additional amounts. All incremental Authorization Approval Codes should be written on the Transaction Record. Restaurants are permitted to exceed the pre-authorized amount by 20%.

11. Deposit Balance or Delivery. In a Card Transaction, where a Cardholder puts a partial payment deposit or down payment where the goods purchased are to be delivered or services are to be performed at a later time, the Merchant should execute two separate Transaction Records, the first for the deposit or down payment and the second for the remainder of the payment due upon delivery of the merchandise or the performance of the services.

For MasterCard Transactions, the Merchant must obtain one authorization and note on both Transaction Records the words “deposit” or “delayed delivery.”

For Visa transactions, the Merchant must obtain separate authorizations for each of the two Transaction Records. The Merchant must assign the separate authorization numbers to each Transaction Record and indicate on the Transaction Records the words “delayed delivery,” “deposit” or “balance,” and the authorization dates and Authorization Approval Codes.

If delivery of the purchased good is more than twenty-five (25) days after the original Car d Tr ansact io n date (and the date o f t he fir st authorization request), t he Mer chant must reauthorize the remaining balance of the transaction prior to delivery. If the second authorization is declined, the Merchant must contact the Cardholder and request another Card or another form of payment.

For Discover Card Transactions, the Merchant must label one Transaction Record "deposit” and the other "balance” as appropriate. The Merchant must obtain the "deposit" authorization before submitting the sales data for the "deposit" or the 'balance" to Worldpay SN. If delivery of the purchased goods or services rendered will occur more than ninety (90) calendar days after the "deposit” authorization, the Merchant must obtain a subsequent authorization for the "balance.”

In addition, the Merchant must complete AVS at the time of the “balance" authorization, and must obtain proof of delivery upon delivery of the purchased goods or services rendered. The Merchant may not submit sales data relating to the "balance" transaction to Worldpay SN for processing until the purchased goods has been delivered and/or services have been completely rendered.

For American Express Card transactions, the Merchant shall clearly disclose the Merchant’s intent and obtain written consent from the Cardholder to perform a delayed delivery transaction before the Merchant requests an Authorization. The Merchant must obtain a separate Authorization Approval Code for each delayed delivery transaction on the respective charge dates and indicate on each record that the charge is either for the “deposit” or for the “balance” transaction. The Merchant must submit the “balance” Transaction Record only after the


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purchased goods are delivered or the services are completely rendered. For “deposits” Transaction Records submission must be on the date the Cardholder agrees to pay for the “deposit” transaction. For “balance” transaction submission must be on the date the items are shipped, provided or services rendered. The Merchant must submit and authorize each delayed delivery transaction under the same Merchant Number and treat “deposit” transaction on the Card no differently than the Merchant treats “deposits” on all other payment products.

12. Recurring Transaction. If a Merchant processes Recurring Transactions, the Cardholder must complete and deliver to the Merchant a written request for the purchase of goods or services to be rendered including the authorization for the Merchant to initiate recurring Card Transactions. The written request must specify: (i) the amount or amounts of such Card Transactions, (ii) the number or frequency of such Card Transaction and (iii) the time period during which the Merchant is authorized to initiate such Card Transactions. The Merchant must obtain authorizations for each transaction and write the words “Recurring Transaction” (or “P.O.” for MasterCard Transactions) on each Transaction Record in lieu of the Cardholder’s signature. The Recurring Payment Indicator (hereinafter defined) must also be included in each authorization request. Card Associations can assess penalties for the failure to include a Recurring Payment Indicator in each authorization request. As used herein the term “Recurring Payment Indicator” means a value used to identify transactions for which a Cardholder provides permission to a Merchant to charge the Cardholder’s Card at either a predetermined interval or as agreed by the Cardholder for recurring purchase of goods or services rendered.

13. Transaction Records and Credit Transaction. Each Transaction Record for each Card

Transaction shall contain: (a) on the Merchant’s copy of the of the Transaction Record the Cardholder's account number must appear on the Transaction Record or Credit Transaction in the manner required by applicable law and the Rules (if the applicable law and the Rules conflict, applicable law shall control); (b) on the Cardholder’s copy of the of the Transaction Record, the Card account number must only show the last four digits; (c) if the Merchant does not have a functioning electronic device that reads the Magnetic Stripe on Cards, an imprint of the Card; (d) the Cardholder’s signature (except Merchants participating in MasterCard’s Quick Payment Service Program, Visa’s Small Ticket and/or MasterCard’s Small Ticket are not required to obtain the Cardholder’s signature under certain conditions set forth by each program); (e) the date of the transaction; (f) the amount of the transaction; (g) the Card’s expiration date; (h) a description of the goods sold or services rendered; (i) a valid Authorization Approval Code; (j) the Merchant’s name and location (city and state required); and (k) for Discover sales using a paper Transaction Record, the paper sales draft must also contain the initials of the Merchant’s representative or employee that conducted the transaction.

For Discover credits, a Credit Transaction must contain the signature of the Merchant’s authorized representative or employee that conducted the transaction. For Card Present Transactions, each Transaction Record for each Card Transaction that is provided to the Cardholder shall not contain: (a) the Card Expiration Date, or (b) any more than the last four digits of the Card number. For each Card Not


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Present Transaction (hereinafter defined), each Transaction Record for each Card Transaction shall contain: (a) the expiration date and effective date of the Card, provided that the expiration date should be truncated on the Cardholder’s version of the Transaction Record, (b) the date of the transaction; (c) the description of goods sold or services rendered; (d) the Cardholder name, Cardholder billing address and shipping address; (e) a valid Authorization Approval Code; (f) the Merchant’s name and address; (g) the account number of the Card, must appear on the Transaction Record or Credit Transaction in the manner required by applicable law and Card Organization Rules (if the applicable law and the Rules conflict, applicable law shall control) provided that the Cardholder’s version of the Transaction Record shall not contain any more of the Card number than the last four digits of the Card number; (h) for mail orders the abbreviation “MO” should be on the signature line of Sales Order; (i) for telephone orders the abbreviation “TO” should be on the signature line of Sales Order; and (j) should present the Cardholder’s copy of the Transaction Record upon deliver of goods purchaser or services rendered.

Each Merchant should obtain the 3-digit Card Validation Code number. Discover specifically requires that Merchants should submit the Card Validation Code with authorization request for all Discover Card Not Present Transaction. Each Merchant should use the Address Verification Service for all Card Not Present Transaction. Address Verification is required for all Discover Card Not Present transaction. If a Merchant does not receive a positive match through AVS, the Merchant may not process the Discover Card Not Present Transaction. If the Merchant limits refund/exchange terms or imposes other specific conditions for Card Transactions, the words “No Exchange, No Refund,” etc. must be clearly printed (in 1/4” letters) on the Transaction Record near or above the Cardholder’s signature box. The Cardholder’s copy, as well as the Merchant’s copy, must clearly show the limitation of returns.

14. Mail/Telephone/Internet Orders. A Merchant may only engage in mail/telephone/ internet orders provided they do not exceed the percentage of their total Card volume reflected on such Merchant’s Application. Failure to adhere to this requirement is a breach of the Terms and Conditions and may result in termination of Worldpay SN performing the Services for such Merchant. Merchants conducting Internet transactions must have special codes (an “Electronic Commerce Indicator”) added to their authorization and settlement records. The Merchant shall give Worldpay SN two (2) weeks prior written notice that the Merchant intends to start accepting internet transactions. Failure to register as a Merchant conducting Internet transactions can result in fines imposed by the Card Associations. Mail/Telephone/Internet Card Transactions have a substantially higher risk of Chargeback. Since the Merchant will not have an imprinted or magnetically swiped transaction and the Merchant will not have the Cardholder’s signature on the Transaction Record as the Merchant would in a Card Present Transaction, the Merchant assumes all risk associated with accepting a mail/telephone/internet transactions. Transaction accepted by a Merchant and submitted to Worldpay SN shall comply with Discover standards, including, without limitation, Discover standards governing the formatting, transmission and encryption of data, referred to as the "designated protocol.” The Merchant shall accept only those Internet Discover Card Transactions that are encrypted in accordance with the designated


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protocol. As of the date of these Procedures, the designated protocol for the encryption of data is Secure Socket Layer (SSL). Worldpay SN may, at its discretion, withhold Settlement until security standards can be verified. However, the designated protocol, including any specifications with respect to data encryption, may change at any time upon thirty (30) days advance written notice. The Merchant shall not accept any Internet Discover Card Transaction unless the transaction is sent by means of a browser which supports the designated protocol. A web site operated by a Merchant must contain all of the following information: (a) a privacy policy; (b) a clear explanation of delivery costs and methods, including a reasonable expectation of delivery times; (c) complete description of the goods sold or services rendered by the Merchant; (d) a returned merchandise and refund policy; (e) customer service through its web site and contact information, including, without limitation, telephone numbers and email addresses where customers can directly obtain assistance from the Merchant’s staff; (f) a statement relating to any applicable export restrictions; (g) the address of the Merchant; and (h) a secured method for the transmission of payment data. A Web Site operated by a Merchant, must display the Card Association-owned Marks, provided that such use does not in imply the endorsement by the Card Associations of the Merchant’s products or services.

15. Submission of Transaction Records. The Merchant may submit for payment only Transaction Records that arise from a transaction between a bona fide Cardholder and the Merchant. If a Merchant deposits or attempts to deposit transactions that arise from sales between Cardholders and a business other than the Merchant, then the transaction may be chargedback, Worldpay SN may suspend or debit funds associated with all such transactions from the Merchant’s settlements, and Worldpay SN may immediately cease performing the Services under the Terms and Conditions. In order for the Merchant to qualify for the lowest interchange rate, all Transaction Records and Credit Transactions must be properly completed and submitted to Worldpay SN on a daily basis. If the Merchant has not received payment for submitted Transaction Records after one (1) week from the Merchant’s normal payment date, please contact Worldpay SN. If the Merchant is unable to submit Transaction Records electronically through the Merchant’s normal electronic equipment, the Merchant should contact Worldpay SN and Worldpay SN will provide the Merchant access to a telephone based back-up system. The Merchant must confirm that its equipment has transmitted its Transaction Record to Worldpay SN at least once daily. Even if the Merchant’s equipment is designed or programmed to submit Transaction Records without the Merchant’s intervention, it is ultimately the responsibility of the Merchant to confirm that the all of its Transaction Records are transmitted to Worldpay SN each day.

16. Settlement. Except as otherwise set forth in these Procedures, and absent any circumstances beyond Worldpay SN’s control, the Merchant’s funds for Card Transactions processed in accordance with these Procedures will ordinarily be processed and transferred to the Merchants financial institution within two (2) Business Days from the time the Merchant’s Transaction Records were electronically received by Worldpay SN.

17. Refunds and Exchanges. For refunds the Merchant should create a Credit Transaction for the total amount of the refund which must include the following information: (a) the Card


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account number; (b) the Card expiration date and effective date (if any); (c) the Cardholder's name; the Merchant’s name; (the Merchant’s City State and Merchant number; (c) a description of the goods or services; (d) the date of the Credit Transaction; (e) amount of the Credit Transaction; (f) for Discover transactions, (g) the approved currency used and (h) the signature of the Merchant’s authorized representative or employee. Each Credit Transaction must correspond in all respects to the original Transaction Record being refunded. Full refunds must be for the exact dollar amount of the original Transaction Record including tax, handling charges, etc. Never give cash or checks for refunds for Card Transactions. Cardholders must sign the Credit Transaction, give the Cardholder the appropriate copy, and submit the Credit Transaction immediately. Failure to process a Credit Transaction within five (5) calendar days may result in a Chargeback. Authorization is not required for Credits Transactions. The Merchant is responsible for all Credit Transactions it submits. Worldpay SN assumes no responsibility for verifying any Credits or refunds. A Merchant should not process a Credit Transaction once a Chargeback of the original transaction record is received. Credits Transactions issued after a Chargeback has been received may not be recoverable and the Merchant would be financially responsible for the Credit Transaction as well as the Chargeback. Merchant web sites should communicate the Merchant’s refund policy to Cardholders. Merchants are responsible to secure POS Terminals and devices to prevent employees or interlopers from submitting Credit Transactions that are not valid returns.

18. Chargebacks. “Chargebacks” are transactions that reverse a Card Transaction that are initiated by an issuing bank and/or the Cardholder because either the issuing bank or the Cardholder is disputing the validity of such Card Transaction’s Transaction Record. Chargebacks appear as debits to a Merchant’s Settlement Account. With any Card other than a Discover Card a Merchant can directly contact the subject Cardholder regarding a chargeback. Discover’s Rules expressly prohibit a Merchant from contacting a Discover Cardholder regarding a Chargeback. If a Chargeback is from a Visa Card, the issuer may elect to submit the matter for Arbitration before Visa. Visa will charge a filing fee (currently $250) and a review fee (also currently $250). If Visa upholds the Chargeback, the Merchant will be responsible for the fees. With a MasterCard Chargeback, if the Merchant decides to contest a Chargeback, the matter will be submitted to MasterCard for arbitration before MasterCard. MasterCard will charge a filing fee (currently $250) and a review fee (also currently $250). If MasterCard upholds the Chargeback, the Merchant will be responsible for the fees. Discover and American Express have similar Chargeback procedures. Discover‘s procedure can take up to six (6) months to complete. American Express requires Merchants to contest the Chargeback no later than twenty (20) days following the date of the Chargeback. Chargebacks occur for many different reasons, including, without limitation: (a) stolen Cards; (b) expired Cards; (c) counterfeit Cards; (d) Cardholder claiming a defective product; (e) Cardholder claiming merchandise not received; (f) Cardholder claims they paid by another means or with another Card; (g) Cardholders claiming non-payment on returns; (h) the Merchant not obtaining an Authorization; (i) failure to respond to a request for information; and (j) processing errors. Following the Rules and abiding by the Terms and Conditions as well as these Procedures are the best way to avoid Chargebacks.


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19. Requests for Information. A request for information regarding a Card Transaction, will usually be initiated by a Cardholder through the issuing bank and then through Worldpay SN. A request for information usually entails sending an electronic copy of the Transaction Record back to Worldpay SN who will then forward it to the issuing bank and in turn to the Cardholder. If a Merchant fails to respond to a request for information a Chargeback is likely to occur with respect to the subject Card Transaction. Once a Cardholder receives a copy of the subject Transaction Record the Cardholder may be reminded of the Card Transaction and make no further inquiry, the Cardholder may dispute the authenticity of the Transaction Record in its entirety (including the signature on the transaction record) or may claim that the Transaction Record’s amount was increased without the Cardholder’s permission. For MasterCard and Visa Merchants are required to retain Transaction Records and Credit Transaction for at least eighteen (18) months from the date of each such transaction and a period of five (5) years for healthcare related Transaction Records and Credit Transactions. Discover requires 365 day for hard copy Transaction Records and Credit Transactions and three (3) years for images of Transaction Records and Credit Transaction. American Express requires retention period of twenty-four (24) months for Transaction Records and Credit Transactions. Financial institutions generally keep records for at least seven (7) years. Each Merchant should consult with their accountant, their tax attorney, a certified records manager or other counselor to determine the appropriate records retention policy for their business.

20. PCI Standards. Subject to the Terms and Conditions, each Merchant has represented and warranted to Worldpay SN that: (a) Merchant is compliant with the Rules and PCI Security Standards (“PCI Standards”) promulgated by the PCI Security Standards Council; and (b) dependant on the number of Card Transactions originated by such Merchant, such Merchant either conducts a self-assessment or has outside auditors conduct an audit with respect to the Merchant’s compliance with the Rules and PCI Standards. In addition, as required by the PCI Standards, periodic vulnerability scans must be performed, by an Approved Scanning Vendor (as defined in the PCI Standards) of the Merchant’s Internet-facing environment.

The Merchant further represents and warrants that no such audit has found a material breach in the Merchant’s application of the PCI Standards. Additionally, some of the Card Associations have also created their own security programs, specifically the:

• Site Data Protection (SDP) program is MasterCard’s data security program;

• Cardholder Information Security Program (CISP) is Visa’s data security program;

• Discover Information Security and Compliance (DISC) is Discover’s information security program; and,

• Data Security Operating Policy (DSOP) is American Express’ data security program.


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SDP, CISP, DISC and DSOP and are each based on the PCI Standards. The PCI Standards may be found at https://www.pcisecuritystandards.org/merchants.

Worldpay SN has the right to audit a Merchant to verify its compliance with the PCI Standards, assess non-compliance fees for a Merchant’s failure to comply with the Merchant’s PCI obligations. In addition, when requested by Worldpay SN, the Merchant is required to provide their completed self-assessment, the results from vulnerability scan, or audit report on annual basis.

Worldpay SN reserves the right to terminate performing the Services under the Terms and Conditions if the Merchant does not meet or comply with PCI requirements. If there is a conflict between the Card Association Rules and the PCI Standards, with respect to a data security issue, whichever (between the Card Association Rules and the PCI Standards) deals with the issue more stringently shall control.

21. Third Party Agents (TPA) or Data Storage Entities (DSE). The Merchant must immediately notify Worldpay SN if or when other TPA or DSE are used to support the Merchant. Depending on the services provided, registration may be required to comply with Visa’s TPA and MasterCard’s DSE Programs. Merchants are required to compel such TPA or DSE to register and to cooperate with such due diligence activities, if needed, as part of the registration process.

22. Settlement Account. If a Merchant desires to make changes to its settlement account or its relationship with Worldpay SN, a Merchant must communicate to, and coordinate such change with Worldpay SN. These changes include, without limitation: (a) name changes (legal name and DBA); (b) bank or account number changes to the Settlement account; (c) changes in address; (d) changes in the Merchant’s type of business; (e) changes in the merchant legal structure; (f) changes in the ownership of the Merchant, (g) the Merchant filing Bankruptcy; (h) changes in Card processing methods; (i) enter into a loan agreement, security agreement or factoring agreement that may affect the terms of these Procedures or the Terms and Conditions; and (j) changes from a business that accepts Card Present Transactions to a business that accepts Card Not Present transactions. Worldpay SN may debit a Merchant’s settlement account for any valid reason, including, without limitation: (a) Chargebacks; (b) Worldpay SN’s fees; (c) Card Association fees, charges, fines, penalties, registration fees, or other assessments including any fees levied against S ecur eNet or any amount for which the Merchant is obligated to indemnify Worldpay SN; (d) if currency conversion was incorrectly calculated on a Card Transaction; (e) reversal of deposit posted to the settlement account in error; and (f) to set-off investigation and/or Chargeback costs related to Worldpay SN’s termination of the Terms and Conditions, or for costs related to Worldpay SN’s collection activities.

23. Certain Definitions. As used in these Procedures, the following terms shall have the


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following meanings:

“Address Verification” means a service provided through which a Merchant verifies the Cardholder’s address, in whole or in part.

“Authorization Approval Code” means a number issued to a Merchant by Worldpay SN or an approved third party which confirms the authorization for a sale of goods or service.

“Business Day” means a day (other than Saturday or Sunday) on which banks are open for business.

“Card Not Present Transaction” means Card Transaction in which a Card is not tendered for payment (not in-person, usually over the telephone or the internet).

“Card Present Transaction” means an in-person Card Transaction in which a Card is tendered for payment.

“Card Validation Codes” means a three-digit value printed in the signature panel of most Cards and a four-digit value printed in the front of an American Express Card. Visa’s Card Validation Code is known as CVV2; MasterCard’s Card Validation Code is known as CVC2. Card Validation Codes are used to deter fraudulent use of an account number in a non-face-to- face environment, (e.g. mail orders, telephone orders and Internet orders).

“Credit” means a refund or price adjustment given for a previous purchase transaction.

“Credit Card” means a valid Card bearing the service mark of Visa or MasterCard and, to the extent the Schedules so provide, a valid Card issued by any other Association specified on such Schedules.

“Credit Transaction” means a document evidencing the return of merchandise by a Cardholder to a Client, or other refund made by the Client to the Cardholder.

“Magnetic Stripe” means a stripe of magnetic information affixed to the back of a plastic Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and account information.

“Non-PIN Debit Card” means a Debit Card with either a Visa or MasterCard mark that is tied to a Cardholder’s bank account or a prepaid account and which is processed without the use of a PIN. “Non-PIN Debit Transaction” means a Card transaction init iated with a Non-PIN Debit Card.

“PIN” means a Personal Identification Number entered by the Cardholder to submit a PIN Debit Card Transaction.


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“Point of Sale (POS) Terminal” means a device placed in a merchant location which is connected to the Processor’s system via telephone lines and is designed to authorize, record and transmit settlement data by electronic means for all sales transactions with Processor.

“Recurring Transaction” means a Card Transaction that the Cardholder has authorized that multiple transactions to occur with the same Card over a designated period for an aggregate value.

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