u.s. bank merchant program application and …. bank merchant program application and agreement...

(Rev 04/14) MMWR 32777 of 9 USBVOY_TT1 Version 04/14

U.S. Bank Merchant Program Application And Agreement Checklist

Before submitting your completed Merchant Application (the “Merchant Application” or “Application”) please do the following:

Page 2 Merchant Information.

Complete all sections. Note that the LEGAL company name is required in this section; brand or abbreviated names cannot be accepted.

Merchant Representations and Certifications. Read carefully.

Authorization and Execution. Sign and complete as directed. Failure to properly complete this section will delay processing of your Application.

PATRIOT Act Notification. Read carefully.

Page 3 Request for Taxpayer Identification Number and Certification.

Complete this section OR submit a W-9. It is not necessary to do both. Sole proprietorships should provide owner's social security number in this section if taxes for the business are reported under their social security number and not under the federal tax ID.

Automated Clearing House Authorization and Bank Account Information.

All payments are made electronically. Applications cannot be processed unless this section is completed as directed. Submit a voided check or deposit slip with your completed Application.

Principal Owner. Complete as directed. Page 4 Personal Guaranty. If this program will be guaranteed by the Principal Owner must sign the Personal Guaranty section as

directed. Email Authorization and Merchant Commander Online Account Access. Read carefully and complete as directed.

Email Authorization Agreement. Read carefully; check the box upon agreement.

Page 5-8 The U.S. Bank Merchant Agreement (the “Merchant Agreement” or “Agreement”). Read all pages carefully and retain a copy for your records. Altering any information on

pages 5-8 will make this Merchant Application & Agreement invalid. Page 9 Merchant Operating Procedures/Teletrans Merchant Information. Read carefully.

Please return completed Merchant Applications, voided check or deposit slip, ACH forms, and W9s, if included, to U.S. Bank by email to [email protected], fax to 866-645-3676 or mail to U.S. Bank at U.S. Bank | Merchant Program | 12800 Foster Street | Overland Park, Kansas 66213-2623. If you have questions about the Merchant Program, please call 800-987-6590 or email [email protected].

mailto:[email protected]



THIS DOCUMENT OR ANY ATTACHED OR ACCOMPANYING DOCUMENTS CANNOT BE ACCEPTED

U.S. Bank Merchant Application

(the “Merchant Application”)

Merchant (“Merchant”) Information

Merchant Name Date Company Established D&B Number (Optional)

Merchant Phone Number Merchant Fax Number Federal Tax ID

Company Address (PO Boxes Are Not Acceptable)

City State Zip Code

Contact Name Customer Service Phone Number

Email Address Website Address

Additional Point Of Contact (Allowed To Make Changes).

Description Of Product Or Service Offered (This Application Cannot Be Processed Without This Information)

Estimated Average Invoice Or Ticket Amount $

Estimated Total Monthly Sales Amount $

For Card Present Transactions, When Does The Merchant Receive The Product Or Service? Same Day If Not Same Day, _______ Number Of Days (Including Shipping Time )

Is Your Company A Certified Minority/Woman Owned Business (MWOB)? Yes No

Does Merchant Conduct Business In A Foreign Country? Yes No If Yes, List Countries And Nature Of Business Conducted

Merchant Representations And Certifications

By signing the Merchant Application, the Merchant and its representative(s) represent and warrant to U.S. Bank National Assoc iation (“U.S. Bank”) that (i) all information provided in this Merchant Application is true and complete and properly reflects the business, financial condition, and principal partners, owners, or officers of Merchant, and (ii) the person(s) signing this Merchant Application is/are duly authorized to bind Merchant to all provisions of this Merchant Application and the attached Merchant Agreement (the “Agreement”). The signature by an authorized representative of Merchant on this Merchant Application shall be the Merchant’s acceptance of and agreement to the terms and conditions contained in this Merchant Application and the Agreement, incorporated herein by this reference. Merchant agrees to comply with this Merchant Application and the Agreement, and all applicable laws, rules, and regulations, and understands that failure to comply will result in termination of processing services. Capitalized terms in this Merchant Application shall, unless otherwise defined in this Merchant Application, have the same meaning ascribed to them in the Agreement. Merchant further acknowledges and agrees that any information provided in connection with this Merchant Application and all other relevant information may be supplied by U.S. Bank to our U.S. Bank’s affiliates. Merchant understands that an authorization code is not a guarantee of acceptance or payment of a Transaction. Receipt of an authorization code does not mean that Merchant will not receive a Chargeback for that Transaction.

Authorization And Execution

In witness whereof, Company has, by its authorized signer(s), executed this Merchant Application and agrees to the attached Agreement. The Internal Revenue Service does not require your consent to any provision of this Document other than the certifications required to avoid backup withholding.

DATED THIS ________ DAY OF _____________________, 20 ________ BY:

Signature Second Signature (Only If Required By The Merchant’s Organization Guidelines)

Printed Name Of Authorized Officer Printed Name Of Authorized Individual

Printed Title Of Authorized Officer Printed Title Of Authorized Individual

U.S. PATRIOT Act Notification Important Information About Procedures For Opening A New Account.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Prior to U.S. Bank accepting this Merchant Application and from time to time thereafter, Merchant and its representatives authorize U.S. Bank to investigate the individual and business history and background of Merchant, each such representative and any other officers, partners, proprietors, and/or owners of Merchant, and to obtain credit reports or other background investigation reports on each that U.S. Bank considers necessary to review the acceptance and continuation of this Merchant Application. Merchant also authorizes any person or credit reporting agency to compile information to answer those credit inquiries and to furnish that information to U.S. Bank.


Request For Taxpayer Identification Number And Certification Please Provide Taxpayer Information Below Or Submit A W-9. It Is Not Necessary To Do Both.

Legal Business Name (As Shown On Your Income Tax Return) Employer Identification Number Or

Social Security Number (Only Needed If The Business Legal Name Is The Owner’s Legal Name) TIN: SSN:

Business Name/ Entity Name, If Different From Above:

Check Appropriate Box For Federal Tax Classification (Required):

Individual/Sole Proprietor C Corporation S Corporation Partnership Trust/Estate

Limited Liability Company. Select The Tax Classification: C Corporation S Corporation Partnership

Other:

Tax Exemption Organization (Include Documents That Support Exempt Status)

Under penalties of perjury, and by its signature on page 2 of this Merchant Application, Merchant certifies that: 1. The number shown on this Merchant Application is the correct taxpayer identification number (or I am waiting for a number to be issued to me),

and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal

Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person. (See IRS instructions for form W-9 and/or form W-8BEN for information defining who is a U.S. person.) Instructions - You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

Automated Clearing House Authorization And Bank Account Information

Merchant agrees that all settlement shall be made by Automated Clearing House (“ACH”) payment. Accordingly, U.S. Bank shall deposit funds into the bank account referenced below by ACH for each payment processed by U.S. Bank. Merchant also agrees that prior to payment, Merchant’s account will be adjusted with debit transactions to account for billing errors, Chargebacks and/or Fees and all other charges as stated in Sections 3 and 4 of the attached Agreement. U.S. Bank is further authorized to make adjustments (debit transactions) to Merchant's accounts in the event of billing errors or Chargebacks even if no payment is being made to Merchant. Disputes regarding deposits (credits) should be made within fifteen (15) days of issuance of the ACH payment. Disputes regarding charges (debits) should be made within ninety (90) days after the account was charged.

To Receive Payments Via Electronic Funds Transfer (EFT) – Complete All Areas Below And Submit A Voided Check Or Deposit Slip

Name Of Bank

Branch Bank Phone Number

City State Zip Code

Transit/Aba Number – Routing Number

Account Number

Individuals Authorized To Make Changes To Bank Information:

Printed Name

Printed Title

Printed Name

Printed Title

Principal Owner

First Name

MI Last Name Percentage Of Ownership %

Title Date Of Birth Social Security Number

Home Address (PO Boxes Are Not Acceptable)

City State Zip Code

Email Address


Personal Guaranty

As a primary inducement to U.S. Bank to accept this Merchant Application, the undersigned Guarantor(s), by signing this Merchant Application, jointly and severally, unconditionally and irrevocably, guaranty the continuing full and faithful performance and payment by Merchant of each of its duties and obligations to U.S. Bank (including, without limitation, Chargebacks) pursuant to this Merchant Application and the Agreement attached hereto, as may be amended from time to time, with or without notice. Guarantor(s) understand further that U.S. Bank may proceed directly against Guarantor(s) without first exhausting U.S. Bank’s remedies against any other person or entity responsible therefore to U.S. Bank or any security held by U.S. Bank or Merchant. This Personal Guaranty will not be discharged or affected by the death of the Guarantor(s), will bind all heirs, administrators, representatives and assigns and may be enforced by or for the benefit of any of U.S. Bank’s successors. Guarantor(s) understand that the inducement to U.S. Bank to accept this Merchant Application is consideration for the guaranty and that this Personal Guaranty remains in full force and effect even if the Guarantor(s) receive no additional benefit for this Personal Guaranty.

Signature (Must Be Signed By A Principal Owner) Printed Name Social Security Number Date

Signature (Cosigner If Needed) Printed Name Social Security Number Date

Cosigner’s Home Address (Cannot Be A PO Box)

City

State

Zip Code

Email Authorization And Merchant Commander Online Account Access

Merchant Name Merchant Phone Number

Preferred User Id (Minimum Of 6 Characters. No Symbols Or Special Characters)

Password Reset Options: Mother’s Maiden Name Father’s Middle Name Child’s Name Pet’s Name Birthplace Favorite Sports Team

Answer To Password Reset Option

Authorized User’s Name

Authorized User’s Title

User Phone Number

Company Physical Address

City State Zip Code

Email Address

Would You Like To Process Invoices Online? Yes No Would You Like To View Payment History Online? Yes No Would You Like To Edit Information Online? Yes No If Yes To Any Of The Above, Please Provide User Information Below, Read The Email Authorization Agreement, And Check The Authorization Box.

Email Authorization Agreement

This Email Authorization Agreement authorizes U.S. Bank to transmit remittance summaries via email to the undersigned Merchant at the email address(es) listed on previous page. Merchant acknowledges that the summaries will contain confidential information intended solely for the use of Merchant and its authorized agents and representatives. Merchant further acknowledges that email is not a secure form of transmission and that it may potentially be intercepted or otherwise obtained by persons other than the intended recipient. In consideration of U.S. Bank’s willingness to provide the summaries to Merchant via email, Merchant agrees that it will not hold U.S. Bank responsible for any email communications intercepted or received by anyone other than the intended recipients. Merchant hereby releases U.S. Bank and its affiliates, and each of their agents, employees, and representatives, from any and all liabilities, claims, losses, damages, injuries, and expenses of any kind in any way connected with or arising out of the interception or receipt of the email communications by any unintended recipients. Merchant hereby further agrees to indemnify, defend, and hold harmless U.S. Bank and its affiliates, and each of their agents, employees, and representatives from and against any and all liabilities, claims, losses, damages, injuries, or expenses sought by a third party and in any way connected with or arising out of the interception or receipt of the email communications by any unintended recipients.

By signing this Merchant Application and checking this box, you acknowledge agreement to the Email Authorization Agreement paragraph above.

©2014 U.S. Bank National Association. All other trademarks are the property of their respective owners.


Merchant Agreement

Please read this Agreement carefully and retain for future reference. This U.S. Bank Merchant Agreement (“Merchant Agreement” or “Agreement”) is made and entered into by “Merchant” as identified on the Merchant Application (“Merchant Application” or “Application”) attached hereto and made a part hereof and U.S. Bank National Association (“U.S. Bank”) so that a U.S. Bank Merchant Program (“Merchant Program”) can be established in the name of Merchant in accordance with the terms and conditions contained herein. This Merchant Agreement shall become effective upon approval by U.S. Bank of a properly completed Merchant Application and this Merchant Agreement. The “Effective Date” of this Merchant Agreement shall be the date the Merchant Application is signed by Merchant. This Agreement supersedes any like and similar agreements with Merchant. The parties hereby agree to the following terms and conditions: 1. Merchant agrees to accept all valid U.S. Bank Fleet Card (“Fleet Cards”) when properly presented by a Cardholder as

payment for authorized products and services provided by Merchant 2. Merchant agrees to, as part of its Fleet Card acceptance process, submit each Fleet Card Transaction to U.S. Bank for

approval and to obtain an authorization code from U.S. Bank for each Transaction. Such approval may be requested either by telephone or through Merchant Commander Online (“MCO”). If approval is obtained by telephone Transactions shall be entered into MCO by U.S. Bank personnel.

3. Merchant agrees, that in consideration of the mutual promises and services contained herein, and in consideration of U.S. Bank including Merchant as an authorized receiving Merchant in the Merchant Program, Merchant shall pay U.S. Bank a “Transaction Fee” for each Transaction processed. The Transaction Fee shall be 3.5% of each Transaction processed.

4. U.S. Bank agrees to settle with Merchant by Automated Clearing House (“ACH”) once each week for the total amount of all approved Transactions in MCO for Monday through Sunday of the previous week less any disputed amounts, Transaction Fees and any other charges that may apply. Processing of the ACH file by U.S. Bank shall occur on Sunday of each week, whereby all approved Transactions will be totaled and disputed amounts, Transaction Fees and other charges will be deducted. The resulting amount shall be the amount payable to Merchant and an ACH payment in that same amount shall be initiated on Monday of each week. Settlement of the ACH payment shall take no less than three (3) days and the payment shall appear in Merchant’s account after the three (3) day settlement period has passed. Notwithstanding the foregoing, if any payment due to Merchant is in the amount of ten U.S. dollars ($10.00) or less, such payment will be processed within thirty (30) days. If payment is due on a holiday, the payment will be deferred until the next business day. U.S. Bank is authorized to make adjustments (debit transactions) to Merchant's account(s) in the event of billing errors or Chargebacks whether or not a payment is being made to Merchant. U.S. Bank shall not be required to reimburse Merchant for invoices submitted more than ninety (90) days from the date of purchase.

5. Merchant agrees to make a copy of the sales draft or receipt and credit vouchers available to the Cardholder at the time of sale or return and to retain a copy of the sales draft for a period of six (6) months from the date of purchase.

6. Chargebacks shall be made for sales that are disputed and (a) required authorization was not obtained, (b) were for unauthorized merchandise, (c) were fraudulently made by an employee of Merchant, (d) the procedures for completing and handling sales drafts or receipts or credit vouchers as provided in the Merchant Operating Procedures were not followed, (e) were in violation of printed instructions, or (f) the Customer or Cardholder is dissatisfied with the product or service provided. Notwithstanding termination or expiration of this Merchant Agreement, Merchant shall remain liable for all outstanding Chargebacks. Merchants may not receive payment from U.S. Bank, or may have any received payments be subject to Chargebacks, for any invoices that do not comply with the regulations and instructions listed in the Merchant Operating Procedures. Any Chargeback will be made by U.S. Bank within six (6) months from the billing date, except for erroneous or fraudulent charges, for which there is no time limit.

7. U.S. Bank agrees to use reasonable care to maintain the confidentiality of all information supplied by the Merchant and the information and/or data described within this Section (“Confidential Information”). U.S. Bank shall not use any Confidential Information for any purpose other than the performance of its obligations under this Merchant Agreement. To maintain the confidentiality of all Confidential Information U.S. Bank has established the following procedures to ensure that use of Confidential Information shall be limited to the following: a) Transaction data received from the Merchant and any other companies or their designated processors shall be

received individually in U.S. Bank. The initial records of each file shall contain a unique U.S. Bank assigned processor identifier. File validity and sequence control checks are performed using internal system control tables.

b) Transaction records shall include a Merchant identifier which indicates to U.S. Bank that data in the file is for billing and reporting activities with the Merchant and for settlement activities between Merchant and U.S. Bank.


c) All data files shall be secured in U.S. Bank’s system using Access Control Facility 2 (“ACF2”) or comparable security software. ACF2 limits file access and update capabilities to authorized personnel and application systems only.

d) The only persons in U.S. Bank authorized to have access to Confidential Information shall be those who (i) have a need to know such information in order to meet U.S. Bank’s obligations under this Merchant Agreement, and/or (ii) maintain the database containing the Transaction data. U.S. Bank shall exercise reasonable care in prohibiting other U.S. Bank employees or any third parties from having access to any Confidential Information.

e) U.S. Bank shall not retain the Transaction data any longer than necessary to satisfy its obligations under this Merchant Agreement, the Fleet Card Program, or to comply with U.S. Bank's document retention program then in effect.

f) Notwithstanding anything to the contrary in this Section, Merchant agrees that U.S. Bank may use and disclose such Confidential Information for the following purposes: (i) as is required by normal business operations in connection with this Merchant Agreement; (ii) to legal authorities, agents, auditors or regulators of U.S. Bank or as otherwise may be required by law, rule,

or regulation; (iii) to any person or third party to the extent that such Confidential Information is aggregated, summarized,

or otherwise presented in a manner that does not directly or indirectly identify such Confidential Information as attributable to Merchant; and

(iv) to retain Confidential Information for archival purposes as required in accordance with applicable law, rule or regulations.

Merchant acknowledges that portions of its Confidential Information are captured by third parties, including, but not limited to, the third-party service providers, Customers, Customer’s employers and/or sponsors in the Fleet Card Program, and merchant processors, during the course of normal business operations and that the Confidential Information provisions of this Section do not extend to any third party.

8. In the event of any delay or an anticipated delay in the performance hereof due to Force Majeure, the affected party shall promptly notify the other party of such delay and the cause and estimated duration of such delay. The affected party shall exercise due diligence to shorten, avoid, and mitigate the effects of the delay and shall keep the other party advised as to the affected party's efforts and its estimates of the continuance of the delay. In no event shall either party be entit led to any damages or any adjustment to the compensation payable hereunder because of any delay due to Force Majeure. Force Majeure may include inquiries or orders of government agencies, strikes, lockouts and other labor disturbances (even if terminable by the affected party acceding to the demands of a labor group), war, riots, civil insurrection, fires, floods, earthquakes, loss of public utilities, and any other events beyond the reasonable control of either party.

9. Merchant agrees to establish a fair policy for the exchange and return of merchandise. Merchant shall promptly submit credits to U.S. Bank for any returns that are to be credited to the Customer’s account.

10. U.S. Bank reserves the right to offset outstanding amounts owed by Merchants against any sums payable to Merchant by U.S. Bank under any contract, agreement or arrangement.

11. The parties each agree to indemnify, defend, and hold harmless the other party, its parent, subsidiaries and affiliates, and all of the foregoing entities' respective officers, directors, employees and agents from and against any and all loss, liability, damage, claim, expense, fines, penalty, interest cost, or other obligation of any nature, and injury to or death of any person, including an employee of the other party, or for loss or damage to property, to the extent caused by the other party, its parents', subsidiaries', affiliates', contractors', and all of their respective officers', directors', employees', or agents' performance in any way related to this Merchant Agreement, including, but not limited to, their negligence, willful misconduct, fraud, or breach of this Merchant Agreement.

12. Merchant agrees to provide U.S. Bank with prompt written notice if Merchant or its parent or any of its subsidiaries or affiliated entities is the subject of any voluntary or involuntary bankruptcy or insolvency petitions or proceedings. Furthermore, Merchant and Merchant’s representatives signing this Merchant Agreement for Merchant hereby authorize U.S. Bank to investigate the business history and obtain business related reports and information from any other source which may bear upon the Merchant’s financial responsibility or acceptability of the Merchant Program set forth in this Merchant Agreement. All statements made by Merchant to U.S. Bank including, without limitation, statements contained in any applications are true and correct. Merchant shall immediately notify U.S. Bank of any changes to any fact previously stated.

13. The parties agree to act in an independent capacity and not as officers, agents, or employees of the other. Neither party shall have any authority to represent and bind the other except as expressly provided herein. This Merchant Agreement is not intended to create, nor does it create, and shall not be construed to create a relationship of partner, joint venture, or an association for profit between and among U.S. Bank and Merchant. Nothing in this Merchant Agreement shall create or be deemed to create any third-party beneficiary rights in any entity or person not a party to this Merchant Agreement.

14. Either party may terminate this Merchant Agreement without cause by providing thirty (30) days prior written notice of termination to the other party. U.S. Bank may immediately terminate without prior written notice if Merchant breaches any term of this Merchant Agreement or if U.S. Bank, at its sole discretion reasonably exercised, determines that any fraud or other emergency has occurred or imminently will occur with respect to Merchant's activities hereunder. All obligations, warranties, and liabilities of Merchant, incurred or existing as of the date of any termination of this Merchant Agreement, including, without limitation, Merchant’s obligations with respect to subsequent Chargebacks of sales drafts tendered to U.S. Bank prior to such termination, and the parties' obligations related to Transactions processed prior to termination of


this Merchant Agreement, shall survive such termination of this Merchant Agreement and shall continue in full force and effect as if such termination had not occurred.

15. Merchant agrees that, since U.S. Bank is a regulated entity and must perform its due diligence in all legal relationships and further to the PATRIOT Act Notification on page 4 of the Merchant Application, U.S. Bank may deem it necessary to request certain financial information from Merchant. Accordingly, upon the request of U.S. Bank, Merchant will provide to U.S. Bank audited financial statements prepared by an independent certified public accountant selected by Merchant. Merchant further agrees to provide to U.S. Bank such other information regarding Merchant’s financial condition as U.S. Bank may request from time to time.

16. Notices. All required notices to U.S. Bank shall be in writing and delivered to U.S. Bank | Corporate Payment Systems |200 South Sixth Street, EP-MN-L28C | Minneapolis, MN 55402 | Attn: Contract Services and shall be effective on the date stated therein taking into consideration any time periods required herein. All required notices to Merchant shall be in writing and delivered to the address listed on the Merchant Application and shall be effective on the date stated therein taking into consideration any time periods required herein. Each party shall notify the other of any change in such names and addresses.

17. Use of Trademarks, Confidentiality, and Passwords. a) Use of Trademarks. Merchant will prominently display the promotional materials provided by U.S. Bank in Merchant’s

place of business. Use of the U.S. Bank Fleet Card image, logo, or other marks owned or licensed by U.S. Bank National Association or any of its affiliates does not indicate, directly or indirectly, that U.S. Bank or its affiliates endorse any goods or services other than its own. Merchant’s right to use all such marks will terminate upon termination of this Merchant Agreement. Merchant has no right, title, or interest, proprietary or otherwise, in or to the name or any logo, copyright, service mark, or trademark owned or licensed by U.S. Bank National Association.

b) Confidentiality. (i) Customer, Cardholder and Transaction Information. Merchant shall, at all times, protect the confidentiality of

Customer, Cardholder and Transaction information in accordance with all applicable laws and regulations. Merchant will not disclose Customer, Cardholder or Transaction information to any third party, except to an agent of Merchant assisting in completing a Transaction or as required by law or regulation. Merchant must maintain all systems and media containing Customer, Cardholder and Transaction information in a secure manner to prevent access by or disclosure to anyone other than Merchant’s authorized personnel. Merchant must maintain Customer, Cardholder and Transaction information for such time periods as may be required by laws and regulations and thereafter destroy, in a manner that will render the data unreadable, all such media that Merchant no longer deems necessary or appropriate to maintain. Further, Merchant must take all steps reasonably necessary to ensure that Customer, Cardholder and Transaction information is not disclosed or otherwise misused. Merchant may not retain or store magnetic stripe or other data after authorization for record keeping or additional authorization processing. After authorization, Merchant may only retain the name, if any, and account number found on the face of the Fleet Card and Fleet Card expiration date (if applicable). Merchant shall immediately notify U.S. Bank of any Customer, Cardholder or Transaction information compromise of which it becomes aware, whether such compromise occurred at: (i) Merchant’s site; (ii) a third party from whom Merchant procures value added services; (iii) servicer or member; or (iv) elsewhere.

(ii) Bankruptcy. In the event of any failure or other suspension of Merchant’s business operations, including bankruptcy or insolvency, Merchant must not sell, transfer, or disclose any materials that contain Customer, Cardholder or Transaction information to third parties. Merchant must return this information to U.S. Bank or provide acceptable proof of destruction of this information to U.S. Bank.

(iii) U.S. Bank Confidential Information. Merchant shall at all times protect U.S. Bank's Confidential Information. Merchant will not disclose any of U.S. Bank's confidential information to any third party except as required by law or regulation.

c) Passwords. If Merchant receives a password from U.S. Bank to access any of U.S. Bank's website, databases or services, Merchant shall keep the password confidential; not allow any other entity or person to use the password or gain access to U.S. Bank's website, databases, or services; be liable for all action taken by any user of the password; and promptly notify U.S. Bank if Merchant believes U.S. Bank's website, databases, or services or Merchant’s information has been compromised by use of the password. Merchant must protect passwords in the manner required by U.S. Bank and indemnify, defend, and hold U.S. Bank harmless from any losses, costs or expenses that arise from Merchant’s use or misuse of such passwords.

d) Proprietary Interest. Merchant has no interest whatsoever, including, without limitation, copyright interests, franchise interests, license interests, patent rights, property rights, or other interest in any services, software or hardware provided by U.S. Bank. Nothing in this Merchant Agreement shall be construed as granting Merchant any patent rights or patent license in any patent which U.S. Bank may obtain in respect to U.S. Bank's services, software, or equipment. Merchant shall make no attempt to duplicate or otherwise ascertain the components, circuit diagrams, logic diagrams, flow charts, source and object code, schematics or operation of, or otherwise attempt to reverse engineer any of U.S. Bank's services, equipment, or software. The Merchant Program is a unique service involving proprietary information of U.S. Bank. Merchant agrees that Merchant Program reports, manuals, documentation, systems, processes and related materials, whether or not in writing, are confidential and will be circulated only to


employees and agents of Merchant and only to the extent necessary for Merchant to participate in the Merchant Program.

18. Miscellaneous. This Merchant Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, exclusive of its choice of law rules. No prior waiver, course of dealing, course of performance, or trade usage shall affect the right of a party to require strict performance. Merchant may not assign this Merchant Agreement without the prior written consent of U.S. Bank. That assignment shall in no way exempt either party from full compliance with the terms and conditions of this Merchant Agreement. This Merchant Agreement and exhibits hereto, if any, contain the entire agreement between the parties; no prior stipulation, agreement or understanding by the parties or any of their representatives shall be of any effect. No representations by, or oral agreement with, any agent or employee or contractor, either before or after execution of this Merchant Agreement shall affect or modify any of the parties' rights or obligations under this Merchant Agreement. If any term of this Merchant Agreement is held by a court of competent jurisdiction to be void or unenforceable, the remainder of this Merchant Agreement shall remain in full force and effect. Nothing in this Merchant Agreement or otherwise shall prohibit U.S. Bank from soliciting other suppliers to participate in the Merchant Program or Merchant from contracting with other credit and/or charge card issuers for participation in another credit and/or charge card program. This Merchant Agreement shall be binding upon and inure to the benefit of the parties, their permitted successors, and assignees.

19. Change in Terms of this Merchant Agreement. U.S. Bank may change the terms of this Merchant Agreement at any time by giving Merchant notice. If permitted by applicable law, such changes will apply to existing Transactions as well as future Transactions. If Merchant does not accept the changes, Merchant must notify U.S. Bank in writing within twenty-five (25) days after the date of the notice. By not accepting the changes and informing U.S. Bank thereof, Merchant is hereby giving notice of termination to U.S. Bank which shall be effective on the 25

th day after the date of the notice. All terms of

termination from Section 14 herein apply. 20. Notice to State of California Merchants doing vehicle maintenance on state owned vehicles (“California State

Merchants”). Notwithstanding anything to the contrary contained herein: a) California State Merchant agrees to deliver all invoices for services provided to Cardholders to the State of California

(the “State”) Department of General Services by fax or email for entry into Merchant Commander Online by employees of the State and U.S. Bank agrees to make payment, according to the terms and conditions stated herein, by ACH payment;

b) California State Merchant is not required to obtain an authorization code from U.S. Bank when processing Fleet Card Transactions; and

c) California State Merchant agrees that it shall not process invoices online or by telephone. All other terms and conditions herein apply to California State Merchants. 21. Definitions. a) “Cardholder” means the employee or agent of a Customer that has authorization to use a Fleet Card. b) “Chargeback” means the reversal of the dollar value (financial liability), in whole or in part, of a Transaction by U.S.

Bank to the Merchant's bank. c) “Customer” means the company that has entered into a U.S. Bank card application and/or agreement with U.S. Bank

National Association or any of its subsidiaries for a Fleet Card Program. d) “Fleet Card Program” means the establishment of one (1) or more Fleet Card accounts for Customer in accordance

with the applicable U.S. Bank card application and/or agreement between Customer and U.S. Bank National Association or any of its subsidiaries.

d) “Force Majeure" means an event or condition which is caused by an event beyond a party's reasonable control which could not have been avoided by exercise of due care.

e) “Transaction” means any activity posted to a Fleet Card.


Merchant Operating Procedures

As a U.S. Bank Merchant, your services will be promoted in our U.S. Bank Merchant Locator available online at https://www.fleetcommanderonline.com. To identify yourself as a member of the U.S. Bank merchant network, please display the U.S. Bank decals sent with your welcome packet in your location. The following are some general procedures and guidelines that will help ensure your Transactions are processed correctly. U.S. BANK CANNOT GUARANTEE PAYMENT FOR INVOICES THAT FAIL TO MEET THE REQUIREMENTS SET FORTH BELOW. Rejected Transactions. If a Transaction has insufficient or inaccurate information, it may be rejected by the system. If this does occur, you will be contacted by U.S. Bank for clarification. A list of product codes can be provided upon request. This does not apply to Teletrans Merchants. Record Retention. Merchant shall retain sales drafts for a period of six (6) months. Merchant shall provide U.S. Bank with copies of these sales drafts within thirty (30) calendar days of receipt of U.S. Bank’s request for such copies. For daily transmission of sales data, Merchant shall maintain true and complete records in connection with the information required to be provided to U.S. Bank under the Merchant Agreement for a period of not less than thirty six (36) months from the date of the generation of the data. Merchant may store records on electronic media. U.S. Bank shall not be responsible for Merchant's expense of retaining sales data records or sales drafts.

Teletrans Merchant Information

To process invoices on-line, log onto: www.merchantcommanderonline.com. To process invoice by phone, call 866-842-5608 toll free. The following information is required for processing all U.S. Bank Teletrans Transactions. Note: the information set forth below does not apply to California State Merchants, as that term is defined herein.

U.S. Bank 15-digit credit card number;

Expiration date (mm/yy, found in bottom right of card);

ID or PIN number from the driver;

Mileage;

Merchant number (business phone number);

Merchant invoice number;

Service date;

Total dollar amount of the invoice ( Federal Government accounts are tax exempt as well as some state agencies); and

Line item detail of work performed. Merchant must provide the Cardholder with a copy of the invoice and file a copy for Merchant’s records. Merchant should not fax or mail to U.S. Bank copies of invoices already processed by U.S. Bank. Merchant will be paid via direct deposit the week following the submission of an invoice provided the submission adheres to the terms and conditions outlined in the Agreement. Revisions. U.S. Bank may revise the Merchant Operating Procedures, and any revisions shall become effective seven (7) days after receipt of the revisions by Merchant. Merchant shall be deemed to have agreed to this and any future revisions by continued participation in the Merchant Program after the effective date of the revisions. Merchant Support. If you need assistance, you can reach U.S. Bank Merchant Support toll-free at 866-842-5608. We are open 24 hours a day, 7 days a week for your convenience. You can also email us at [email protected]. INVOICES MUST BE PROCESSED WITHIN NINETY (90) DAYS OF SERVICE DATE.

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