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<br />CARD PROCESSING AGREEMENT
<br />
<br />This CARD PROCESSING AGREEMENT ("Agreement'') is among the
<br />Merchant identified in the attached Application and its accompanying
<br />lentation, including the Fee Schedule (which documents are
<br />rporated herein and constitute a part of this Agreement as if fully set
<br />herein), Bank of America, N.A., with its princi~al office in Charlott~,
<br />Carolina ("Bank") and BA Merchant ServIces, LLC., an OhIO
<br />ed liability company headquartered in Louisville, Kentucky ("BA
<br />Merchant Services"). BA Merchant Services is engaged in the business of
<br />processing and transmitting electronic data of a financial, banking or
<br />economic nature~ including but not limited to card transactions. Bank is a
<br />member of Visa U.S.A., Inc. ("Visa") and MasterCard@ International Inc.
<br />("MasterCard"). In this Agreement, the words "you" and "your" mean the
<br />Merchant and the words ''we,'' "our" and "us," unless the context clearly
<br />requires otherwise, refer collectively to Bank and BA Merchant Services.
<br />We may allocate our rights and obligations hereunder as between
<br />ourselves as we deem appropriate, During the term of this Agreement and
<br />unless we otherwise specifically agree in writing, this will be a
<br />"requirements contract" which means we and you agree that we (directly
<br />or through others providing services on our behalf) will be the sole
<br />providers of all services necessary to I) authorize, process and settle all of
<br />your Visa and MasterCard credit and off-line debit Card transactions, 2)
<br />process and settle all of your online debit Card transactions, 3) authorize,
<br />process and settle all of your point of sale Electronic Benefit Transfer
<br />("EBT") transactions, and 4) all services specified in the Application for
<br />any other Cards specified therein. Notwithstanding the foregoing, we will
<br />not process any Visa or MasterCard Card transactions beyond the
<br />authority of a U.S. member of Visa and MasterCard.
<br />
<br />1. Definitions. In this Agreement, the following definitions apply and
<br />are capitalized throughout:
<br />"Application" _ both the Application as attached to this Agreement when
<br />tirst executed by you and approved by us and any supplemental versions
<br />of the Application that you and we agree upon when you open additional
<br />locations or when you otherwise request additional or different services.
<br />"Authorization" - the process whereby a Card transaction for a specified
<br />dollar amount is approved by the card-issuing bank or its approved agents
<br />for processing.
<br />Ird" - means a credit, off-line debit card, online debit card or EBT card
<br />'ng the service mark of Visa or MasterCard or issued by any of the
<br />er card issuers or Network specified in the Application as being
<br />ered by this Agreement. Unless otherwise agreed in writing, "Card"
<br />ludes online debit cards, such as an Interlink or Maestro debit cards that
<br />generally require use of the holder's PIN. "Card" will also mean all
<br />international point of sale payment cards bearing one of the Electron
<br />Program Marks and governed by the Visa International Operating
<br />Regulations.
<br />"Cardholder" - the person to whom the Card has been issued and/or the
<br />authorized user For the purposes of this Agreement, the term
<br />"Cardholder" will also include any Recipient as defined herein below.
<br />"Card lssuer(s)" - American Express, Diners Club/Carte Bh:mche,
<br />Discover Financial Services, Inc, (the issuer of Discover Cards and dertain
<br />other cards), JCB, Visa, MasterCard, and any other card issuers designated
<br />on the Application.
<br />"Card Organlzation(s)" - a card organization such as Visa or
<br />MasterCard that promulgates operating rules and operates an interchange
<br />system for exchanging charges and credit vouchers among you, Card
<br />Issuers and us. In the case of online debit cards and EBT cards, "Card
<br />Organization" includes Debit Networks and EBT Networks, respectively.
<br />
<br />"Chargeback" - the return of any Card transaction, even without notice
<br />to you or without consent from you, upon occurrences permitted by the
<br />Card Organizations. A Chargeback is initiated by a Cardholder or a Card
<br />Issuer, for transmittal to and payment by you under the Rules, For the
<br />purposes of online debit Card transactions, the term "Chargebacks" in this
<br />Agreement will also be construed as "Chargebacks/adjustments,"
<br />"Debit Network(s)" - the telecommunications and processing system of
<br />each shared electronic funds transfer network of which we are a member
<br />that is used by network members to allow their Cardholders to purchase
<br />goods and services using the member bank's propriety debit card at a point
<br />of sale. The term includes all Debit Networks as specified by us from time
<br />to time.
<br />"Electronic Benefits Transfer (EDT)" - the electronic transfer of
<br />Ivernment benefit funds to individuals through the use of Card
<br />hnology with POS terminals.
<br />BT Network(s)" - the system of each shared electronic funds transfer
<br />twork that is used by network members to assist government agencies in
<br />
<br />BAMS MSA (8-2-05)
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<br />the distribution of bene tits to eligible Recipients, whether such benefits are .
<br />the delivery of services or the transfer of funds or information.
<br />
<br />"Initial Term" - the initial term of the Agreement as set forth in Section
<br />\7.
<br />
<br />"ISOIMSP" - independent sales organization/member service provider.
<br />
<br />"ManualslInstructions" - various manuals and instructions regarding
<br />Chargebacks, terminal processing and other opel1ltional compliance
<br />matters supplied to you or available on the internet.
<br />
<br />"Merchant Provider(s)" - any and all of the third parties engaged by YOIL
<br />
<br />"MOrrOIIO" - mail order/telephone order/internet order
<br />
<br />"PIN" - Personal Identification Number.
<br />
<br />"Recipient" - the recipient of United States Department of Agriculture,
<br />Food and Nutrition Services ("FNS") food stamp benefits ("FS Benefits")
<br />and/or Temporary Assistance to Needed Families (''TANF') benefits
<br />and/or other government delivered cash assistance benefits
<br />
<br />"Renewal Term" - the successive one-year periods following the Initial
<br />Term of the Agreement.
<br />
<br />"Rules" - any and all rules and regulations adopted by a Card
<br />Organization, Debit Network and/or EBT Network: Some Rules are
<br />available to you on the Internet (see Section 3).
<br />
<br />"Settlement Account" - the bank account(s) you designate for us to debit
<br />and credit for Card transactions and related amounts.
<br />
<br />"State" - a State participating in an EBT Project
<br />
<br />"System Enbancements" - any system enhancements, custom reports,
<br />special files, terminal applications or related service enhancements that are
<br />different from or in addition to the system, services and reports we agreed
<br />to provide to you as of the effective date of this Agreement
<br />
<br />2. Acceptance of Cards.
<br />
<br />a) You may elect to accept:
<br />(i) A. all MasterCard cards, including consumer credit and
<br />business cards and off-line debit cards (you must
<br />maintain a policy that does not discriminate among .
<br />customers seeking to make purchases with any
<br />MasterCard card),
<br />
<br />B. MasterCard consumer off-line debit cards only (you
<br />must maintain a policy that does not discriminate
<br />among customers seeking to make purchases with an
<br />off.line debit MasterCard card),
<br />
<br />C. MasterCard consumer credit and business cards only
<br />(you must maintain a policy that does not
<br />discriminate among customers seeking to make
<br />purchases with any MasterCard credit card), or
<br />D, No MasterCard cards;
<br />
<br />and
<br />(ii) A. all Visa cards, including consumer credit and
<br />business cards and off-line debit cards,
<br />
<br />B. Visa consumer off-line debit cards only (includes
<br />mandatory acceptance of all Visa consumer debit
<br />card products),
<br />C. Visa consumer credit and business cards only
<br />(includes mandatory acceptance orall Visa credit and
<br />commercial products including Visa business check
<br />cards), or
<br />D. No Visa cards;
<br />
<br />The above-referenced acceptance options apply only to U.S. transactions.
<br />The Visa and MasterCard rules and regulations require merchants
<br />accepting any Card product bearing a Visa or MasterCard symbol to
<br />continue to accept both debit and credit card products issued by non-U.S.
<br />Members, You may selectively reject or decline transaction requests for
<br />Card account numbers that are within a product category not accepted by
<br />you, Should you submit a transaction outside of the Card or product
<br />categories regularly accepted by you, there is no requirement for us to
<br />reject the transaction. If you elect limited acceptance as set forth on the
<br />Application, any transaction submitted into interchange outside of the
<br />selected Card or product category will be assessed the standard
<br />interchange reimbursement fee applicable to that product or any other .
<br />applicable fee set forth on the application, Your initial election will be
<br />made in your Application. If you wish to modify your election and we
<br />agree to said modification, then you will provide us sixty (60) days
<br />advance notice of your intent to change said election in writing, and you
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