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<br />You agree to comply with all applicable laws and Rules in the
<br />performance of your obligations under this Agreement, including without
<br />limitation, laws pertaining to delivery of goods and services to Benefit
<br />Recipients and Benefit Recipient confidentiality, and the federal Civil
<br />Rights Act of 1964, Rehabilitation Act of 1973, Americans with
<br />Disabilities Act of 1990, Clean Air Act, Clean Water Act, Energy Policy
<br />and Conservation Act, Immigration Reform and Control Act of 1986, and
<br />regulations issued by the Department of Agriculture pertaining to Food
<br />Stamp Program regulation,
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<br />You agree to comply with Quest Operating Rules issued by the National
<br />Automated Clearing House Association ("NACHA") as approved by FNS
<br />or the Federal Reserve Bank and such other Rules , and regulations as may
<br />be applicable to the providing and/or issuance of Benefits by you
<br />hereunder. You agree to comply with all additional procedures specified
<br />by the State or EBT Networks, regarding lost EBT Cards, forgotten PINs,
<br />discrepancies in benefits authorized and similar matters.
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<br />Yau will not accept any EBT Card for any purpose other than the
<br />providing and/or issuance of Benefits, including without limitation as
<br />security for repayment of any Recipient obligation to you. In the event of
<br />any violation of this provision, you will be obligated to reimburse the State
<br />for any Benefits unlawfully received by either Recipient or you,
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<br />You agree to separately maintain records of EBT transactions as may be
<br />reasonably requested or required by the State or its designated agent and to
<br />promptly make such records available for audit upon request to
<br />representatives of the State or its designated agent, or other authorized
<br />State or Federal government agency during normal business hours.
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<br />To assure compliance with this Agreement, the State, its designated agent,
<br />or other authorized State or Federal governmental agency, will at all times
<br />have the right to enter, during normal business hours, your premise to
<br />inspect or evaluate any work performed under this Agreement, or to obtain
<br />any other information required to be provided by you or otherwise related
<br />to this Agreement.
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<br />Yau agree to maintain and preserve all financial records or documentation
<br />arising hereunder during the course of this Agreement and for a period of
<br />three (3) years following Benefit provision and/or issuance, or for such
<br />additional period as applicable regulations or law may require. Records
<br />involving matters in litigation will be kept for a period of not less than five
<br />(5) years following the termination of the litigation.
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<br />If you provide or issue FS Benefits under this Agreement, you represent
<br />and warrant to us that you are a FNS authorized retailer and you are not
<br />currently disqualified or withdrawn from redeeming food stamps or
<br />otherwise disqualified or withdrawn by FNS. You agree to secure and
<br />maintain at your own expense all necessary licenses, permits, franchises,
<br />or other authorities required to lawfully effect the providing and/or
<br />issuance and distribution of Benefits under this Agreement, including
<br />without limitation, any applicable franchise tax certificate and non-
<br />governmental contractor's certificate, and covenants that you will not issue
<br />Benefits at any time during which you are not in compliance with the
<br />requirements of any applicable law.
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<br />Your authority to issue Benefits may be suspended or terminated by the
<br />State or its agents or contractors, in their sole discretion, effective upon
<br />delivery of a notice or suspension or termination specifying the reasons for
<br />such suspension or termination if there will be (i) any suspension,
<br />injunction, cessation, or termination of our ability to provide EBT
<br />processing services, or (ii) failure by you, upon not less than thirty (30)
<br />days prior written notice, to cure any breach by you of the provisions of
<br />these terms and conditions, including without limitation, your failure to
<br />support the issuance of Benefits during your normal business hours
<br />consistent with your normal business practices, your failure to comply
<br />with issuance procedures, your impermissible acceptance of an EBT card,
<br />or your disqualification or withdrawal of the FS progrnm.
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<br />8. Availability of Terminals. You will take all reasonable steps
<br />necessary to ensure that all point-of-sale devices and PIN pads will be
<br />available for use by the Cardholders of each Debit and EBT Network to
<br />which you are being provided access as set forth on the Application for the
<br />Cardholders online debit card transactions and such devices and PIN pads
<br />will function in a reliable manner.
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<br />9. Age-Restricted Products. If you are engaged in the sale of age
<br />restricted products such as alcoholic beverages, tobacco products, adult-
<br />content material or adult Web sites, gaming transactions, weapons and/or
<br />any other applicable age-restricted products or services, you must comply
<br />fully with all local, state and federal laws governing the distribution of age-
<br />related products. You certify herein that you will implement age verification
<br />procedures governing the sale of such products, including age verification of
<br />each customer against an official government records database before
<br />entering certain transactions into the credit card payment system. For face-
<br />to-face sales, you will require the signature of the Cardholder. To verify
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<br />legal age, you will Illso require the Cardholder to present a valid,
<br />government-issued photo identification card in the same name and address as
<br />the Cardholder. For sales made via mail, telephone and/or the Intemet, you
<br />will (I) only deliver age-restricted products to the name and address listed as
<br />belonging to the Cardholder, and (2) require, without exception, the
<br />signature of the Cardholder, as well as presentation of a valid, government-
<br />issued photo identification card in the same name and address as the
<br />Cardholder to verify legal age upon delivery of the merchandise. Failure to
<br />abide by all applicable age verification laws may result in fines and/or loss of
<br />card merchant services privileges, as well as termination of your account
<br />with us.
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<br />10. Settlement of Card Transactions. All credits to the Settlement
<br />Account, as well as any other payments to you, are provisional and are
<br />subject to our final audit and checking. We may debit or credit your
<br />Settlement Account for any deficiencies and overages or may deduct such
<br />amounts from settlement funds due to you. We may, within our sole
<br />discretion, delay your settlement payments for up to seven (7) days, which
<br />period will begin after the settlement payments were received by us. In
<br />this event, you acknowledge that we will, and you expressly authorize us
<br />to, delay your settlement payments for up to seven (7) days. This delay of
<br />your settlement funds does not preclude us from exercising our right to
<br />establish a reserve/security account or to suspend payments pursuant to
<br />Section 17 of this Agreement. The settlement payments will begin to be
<br />credited to your 'Settlement Account, less any monies owed us, on the next
<br />. business day following expiration of this rolling delay period, This rolling
<br />delay of the settlement payments will be ongoing and continue as long as
<br />we are providing your processing services.
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<br />Except as otherwise set forth in this Agreement, if we receive your sales
<br />records or other transaction records by the applicable cut off time
<br />established by us, we will initiate a transfer of applicable settlement funds
<br />received from Visa and MasterCard, less any monies owed us, through the
<br />ACH to your Settlement Account once we receive said funds from Visa
<br />and MasterCard; this will generally occur by 8:00 P.M. Eastern time on
<br />the following banking day after we process the applicable transactions.
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<br />This Agreement is a contract whereby we are extending financial
<br />accornmodations to you within the meaning of Section 365(c) of the
<br />Bankruptcy Code. We are not liable for any delays in receipt of funds or
<br />errors in debit and credit entries caused by unaffiliated third parties
<br />including but not limited to the Card Organizations, Debit Networks, EBT
<br />Networks, a clearing house or your financial institution.
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<br />To the extent the Automated Clearing House (ACH) settlement process is
<br />used by us to effect debits or credits to your Settlement Account for the
<br />services elected by you on the Application, you hereby agree to be bound
<br />by the terms of the operating rules of the National Automated Clearing
<br />House Association, as are in effect from time to time. You hereby
<br />authorize us to initiate credit and debit entries and adjustments to your
<br />Settlement Account through the ACH settlement process and/or through
<br />direct instruction to (or such other arrangements as we deem appropriate
<br />with) the financial institution where your Settlement Account is
<br />maintained for amounts due to us under this Agreement and under any
<br />agreements with us or our affiliates for any related equipment and related
<br />services, as well as for any credit entries in error. You hereby authorize
<br />and direct the financial institution maintaining your Settlement Account to
<br />effect all such debits and credits to your account initiated by us. This
<br />authority will remain in effect until we provide written notice to the
<br />financial institution maintaining your Settlement Account that all monies
<br />due from you to us or our affiliates for any related equipment or services
<br />have been paid in full. For the dUJ1ltion of the Agreements, you will be
<br />solely liable for all fees and charges assessed by your financial institution,
<br />including all ,overdraft and NSF charges, and you irrevocably release us
<br />and hold us harmless from the same fees and charges, regardless of cause.
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<br />All sales and credits accepted by us are subject to audit and verification by
<br />us and you agree that we may debit or credit your Settlement Account for
<br />any inaccuracies, and we will have the right to charge you for any
<br />improper sales slips and return them to you.
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<br />B. Fees; Adjustments; Collection of Amounts Due From You.
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<br />a) CREDIT AND OFF-LINE DEBIT CARD
<br />TRANSACTIONS ONLY: Our fees and other charges to you
<br />for the services and any supplies we provide will be calculated
<br />pursuant to this Section, the Application and the Fee Schedule
<br />or any subsequent amendment to this Agreement or the Fee
<br />Schedule. Fees and charges for related services and equipment
<br />will be specified on the Fee Schedule. We will charge you a fee
<br />daily for the services to be provided by us to you under this
<br />Agreement as stated in this Section and the Fee Schedule. The
<br />fees with respect to Card transactions will be a percentage of the
<br />gross amount of a Card transaction or an inquiry fee for each
<br />Card transaction. The discount fees shown in the Fee Schedule
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