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<br />investigating such matters will not create any obligation to
<br />continue such investigation or assist with any investigation in
<br />response to any future notices of possible adjustments that are
<br />not timely submitted.
<br />
<br />Pursuant to Section 24, we may amend.the fees and charges for
<br />services and supplies provided under this Agreement You agree
<br />to pay any taxes imposed on the services furnished to you on the
<br />transactions under and subject to this Agreement.and such taxes
<br />will be added to the charges owed to us and will be deducted
<br />from the settlement monies due to you in accordance with the
<br />Agreement terms. Any taxes so imposed will be exclusive of the
<br />taxes based on our net income, You will pay us any extra or
<br />special charges imposed by third parties plus our reasonable
<br />handling charge for any supplies that we provide, and, if
<br />applicable, an overnight shipping charge, You will also pay us
<br />any extra or special charges imposed by third parties, plus our
<br />handling charge, if any transactions processed or initiated
<br />hereunder are charged back, reversed or rejected (including
<br />Chargeback fees and fines and ACH reject fees). We may
<br />charge you interest at our then current rate for any amounts that
<br />are not timely paid by you.
<br />
<br />If we will hold or maintain funds pursuant to the terms of this
<br />Agreement, including but not limited to Section 17, in order to
<br />investigate possible fraud or suspicious account activity, we will
<br />charge you the lesser of five hundred dollars ($500) or ten
<br />percent (10%) of the amount of the held funds as an
<br />investigative fee per month for every month we retain said
<br />! funds.
<br />
<br />\.J1. Chargebacks, Etc. We may charge back to you any transaction
<br />amount (commonly referred to as "Chargeback") (and you will reimburse
<br />us for any related losses we incur) when it appears that the transaction is
<br />subject to charge back by the Card issuer or Cardholder in accordance with
<br />the Rules or applicable law.
<br />
<br />13. Retention of Records; Retrieval Requests. You will retain legible
<br />images (on microfilm or otherwise) or legible copies of your Card
<br />transaction drafts or sales records for a period of at least eighteen (18)
<br />months from the date of the transaction or such other period as may be
<br />required by law or the Rules, You will submit to us a legible copy of a
<br />Card transaction draft or sales record if any Card issuer requests such
<br />retrieval.
<br />
<br />Your deadline for providing us a legible copy of the requested Card
<br />transaction draft or sales record will be ten (l0) days after the date of the
<br />Card issuer's retrieval request, as specified in the notice from us.
<br />
<br />14. Confidentiality and Data Security.
<br />
<br />a) You will treat this Agreement, all ManualslInstructions and any
<br />other information provided by us as confidential and will not
<br />disclose to any third parties the terms of this Agreement, the
<br />provisions of the BA Merchant Services Manuals/lnstroctions,
<br />any information received from Card Organizations, or any other
<br />such information; provided, however, that these restrictions will
<br />not apply to information: (a) rightfully obtained by you on a
<br />non-confidential basis from an entity or person other than us
<br />and our agents and representatives, which entity or person was
<br />not subject to a duty of confidentiality, (b) rightfully and
<br />independently known by you on a non-confidential basis prior
<br />to its disclosure by us or (c) generally available to the public
<br />other than through any disclosure by or fault of you or your
<br />agents or representatives, In accordance with state and federal
<br />law, as well as our applicable policies, we may participate in
<br />sharing relevant information among other financial institutions,
<br />regulatory authorities, law enforcement agencies and other
<br />entities authorized by such law/policies, If you provide and/or
<br />issue EBT Benefits in more than one State pursuant to this
<br />Agreement, the laws of the State in which the Benefits were
<br />issued will apply to information arising out of that transaction.
<br />
<br />We may disclose to our affiliates information about you and
<br />your activities so that they may consider you for, and if they
<br />desire, offer to you their products and services. You agree that
<br />we may share information about our experience with you
<br />among Bank and its subsidiaries and affiliates, such as
<br />information about transactions and experiences between us and
<br />you. In addition, we may share with Bank and its affiliates and
<br />subsidiaries information contained in any applications, financial
<br />statements or other documents provided by you in connection
<br />with these or other transactions, and information we may obtain
<br />about you from outside sources. If you are an individual, you
<br />may instruct us not to share this information with Bank and its
<br />subsidiaries and affiliates by sending a written request to: Bank
<br />
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<br />BAMS MSA (8-2-05)
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<br />Page 13 of 19
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<br />of America, A1TN: Data Integrity, P.O. Box 27025, Richmond,
<br />VA 23261-7025. Please include your name, address, phone
<br />number, account number(s) with us and Social Security number.
<br />If you make this election, certain products and services may not
<br />be made available to you.
<br />
<br />All BA Merchant Services Systems are and will remain the
<br />exclusive property of BA Merchant Services or licensers of
<br />such BA Merchant Services Systems, as applicable (except as
<br />may expressly provided to the contrary in this Agreement). BA
<br />Merchant Services System(s) will be defined for the pwposes of
<br />this Agreement as software and related documentation; software
<br />technical formats and specifications; hardware and related
<br />documentation, formats and specifications; technical and
<br />business information relating to inventions and present and
<br />future products and product lines; intellectual property; know-
<br />how; and any other information that is identified by us as a BA
<br />Merchant Services System. You acknowledge that BA
<br />Merchant Services System(s) and the electronic funds transfer
<br />systems operated by each Card Organization or its provider and
<br />all technical and operational data, specifications, marketing
<br />materials and manuals, including the Rules and any other
<br />information regarding such systems, are proprietary and unique
<br />and subject to the confidentiality provisions of this Agreement.
<br />You will have no ownership interest or other rights in any BA
<br />Merchant Services System. Upon the expiration or termination
<br />of this Agreement you will return all copies of all manuals or
<br />other items relating to the BA Merchant Services System(s)
<br />which are in your possession and certify to us in writing that
<br />you have retained no material relating to the BA Merchant
<br />Services System(s).
<br />
<br />b) Unless you obtain consents from the applicable Card
<br />Organizations, card issuers and Cardholders, Recipients and/or
<br />States you must not use, disclose, sell or disseminate any
<br />Cardholder information obtained in connection with a Card
<br />transaction (including the names, addresses and Card account
<br />numbers of Cardholders) for any purpose other than
<br />authorizing, completing and settling Card transactions and
<br />resolving any Chargebacks, retrieval requests or similar issues
<br />involving Card transactions, except pursuant to a court or
<br />governmental agency request or order. You will promptly
<br />advise the State or its designated agent of all requests made to
<br />you for information described above relating to EBT Card
<br />transactions, You must use proper controls for secure storage
<br />of, and limit access to, and must render unreadable prior to
<br />discarding, all records containing Cardholder account numbers,
<br />Card imprints and Cardholder signatures. You must not retain or
<br />store magnetic stripe data after a transaction has been
<br />authorized. If you store any electronically captured Cardholder
<br />signature you may reproduce such signature only upon our
<br />request. You must notify us of the identity of any and all third
<br />parties engaged by you ("Merchant Provider(s)") who will have
<br />access to Cardholder data and you may allow Merchant
<br />Providers access to that data only for purposes authorized under
<br />the Rules. You and Merchant Providers must have proper
<br />security measures in place for the protection of Cardholder data,
<br />and you must comply with and assure that Merchant Providers
<br />comply with the Card Associations' Payment Card Industry
<br />("PCI") Data Security Standard, which may also be referred to
<br />as the Visa Cardholder Information Security Program ("CISP")
<br />and the MasterCard Site Data Protection Program ("SOP"), You
<br />must have written agreements with Merchant Providers
<br />requiring that compliance. Any fees, fines or penalties from
<br />non-compliance will be passed through to YOIL During any term
<br />of this Agreement, you will immediately notify us of any
<br />suspected or confirmed loss or theft of any transaction
<br />information, including any loss or theft from Merchant
<br />Provider. As required under the Rules, you are responsible for
<br />demonstrating your and Merchant Providers' compliance with
<br />the CISP, SOP and PCI programs, and providing reasonable
<br />access to your locations and ensuring Merchant Providers
<br />provide reasonable access to their locations to verify your and
<br />their ability to prevent future security violations. You
<br />indemnify us against any and aU costs, expenses, damages
<br />and/or losses resulting from such breach of security, or loss or
<br />theft of transaction information.
<br />
<br />IS. Advertising. You must display Visa, MasterCard and any other
<br />applicable Card Issuer, Debit and EBT Network decals and program marks
<br />on pro~otioilal materials we furnish, and if applicable the Electron
<br />symbol, "in equal prominence near the point-of-sale devices and as
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