MERCHANT APPLICATION CHECKLIST – LEVEL 1

BUSINESS DBA NAME: _______________________________________________

REQUIRED DOCUMENTATION
	Merchant Application
	Schedule of Fees
	Voided Check with DBA name on it
	Site Survey: If you visited the merchant at their business location address, then you may fulfill our site survey documentation requirement by completing a Site Survey Form located at the bottom of our business description profile page. Please note that you do not need to complete the business description profile for retail merchants. This is an optional form that may help us understand how the merchant plans to utilize the account. Or Site Survey Documentation: If you did not visit the merchant at their business location address, then please provide any ONE of the following. In order of effectiveness: 1. Credit Card Processing Statements (if applicable) 2. Business License or Fictitious DBA Name Filing or Sales Tax License 3. Utility Bill 4. Yellow Page Advertisement
	Processing Statements (most recent month if currently processing)
	Financial Information (required when merchant is processing > $200K/month) In order of effectiveness: 1. Business Balance Sheet & Income Statement (most recent fiscal year) 2. Business Tax Return (most recent fiscal year) 3. Personal Financial Statement including Statement of Annual Income 4. Personal Tax Return (most recent calendar year)
	Lease Application (when applicable)
REQUIRED SIGNATURES
	Merchant Signature on Application
	Merchant Signature on Schedule of Fees
	Merchant Signature on Lease Documents (when applicable)
REQUIRED FOR PARTNERSHIPS AND CORPORATIONS
	Fed Tax ID # (9 digits)

REQUIRED SIGNATURES

The following pages MUST be signed and dated in the areas

indicated on the SAMPLES below, before submitting the application!

Sample Only

Sample Only

Processing Agreement (Page 2 of 5)

Sample Only

Sample Only

SIGN HERE

SIGN HERE

SIGN HERE

Schedule of Fees

Processing Agreement (Page 1 of 5)

SIGN HERE

INITIAL HERE

MERCHANT CREDIT CARD PROCESSING AGREEMENT – PAGE 1 OF 5

BUSINESS INFORMATION
Business DBA Name:					Business LEGAL Name:
Business Location Address:					Business Mailing/Billing Address:
City, State, Zip:					City, State, Zip:
Main Contact: (First Name)	(M.I.)		(Last Name)			Email Address:
Phone Number (local / landline): ( )		Toll free Phone Number (if applicable): ( )			FAX Number: ( )		Mobile / Cell Phone (if applicable): ( )
Number of Locations:	Years in Business: _____Year(s) _____Month(s)		Current Ownership Length: _____Year(s) _____Month(s)		Federal Tax ID# (Required for Partnerships and Corporations): |____|____|____|____|____|____|____|____|____| (9 digits)
OWNERSHIP INFORMATION
Owner #1/Partner/Officer #1: (First Name)	(M.I.)		(Last Name)			Title in Business:
Ownership Percentage: _________________%		Date of Birth: _________/_________/_________			Social Security #: |___|___|___| - |___|___| - |___|___|___|___|		Phone Number: ( )
Home Address:				Own Rent	City, State, Zip:
Owner #1/Partner/Officer #2: (First Name)	(M.I.)		(Last Name)			Title in Business:
Ownership Percentage: _________________%		Date of Birth: _________/_________/_________			Social Security #: |___|___|___| - |___|___| - |___|___|___|___|		Phone Number: ( )
Home Address:				Own Rent	City, State, Zip:

MERCHANT PROFILE
Type of Ownership:	Sole Proprietorship Partnership Corporation Government Limited Liability (LLC) Tax Exempt Org. Medical Corp. Assoc./Estate/Trust International Org. Other: __________________________________________					If corporation, the state of incorporation?
Type of Business:	Retail Storefront Restaurant Hotel / Lodging Mail / Telephone Order Internet Service Wireless Terminal Trade Show Kiosk Other: _____________________________________________					Type of Goods and/or Services Sold:
Card Present Swiped: __________________ % Card Present Imprint: __________________% Card Not Present Keyed: __________________ % TOTAL: ________1 0 0 ______%			Home based business? Yes No Has merchant ever been terminated? Yes No If yes, by whom? _____________________________________________________ Currently processing Visa/MC? Yes No If yes, with whom? _____________________________________________________ Have you or the business ever declared bankruptcy? Yes No If yes, Discharge Date _____________, State_____________ , Chapter_____________
CARDHOLDER DATA STORAGE COMPLIANCE
Is cardholder data stored? Yes No				If yes, where is card data stored? Merchant CAP Only Both Merchant & CAP GAA Export Only
Name of Primary CAP/VAR:					Name of Secondary CAP/VAR:
IMPORTANT INFORMATION
For “Member” Bank: For “Global Direct”: For Debit Sponsor:		HSBC Bank USA, National Association, Merchant Support Group, PO Box 3263, Buffalo, NY 14240 (716) 841-6360 Global Payments Direct, Inc., 10 Glenlake Parkway North Tower, Atlanta, Georgia 30328 Concord EFS National Bank, 2525 Horizon Lake Drive, Suite 120, Memphis, TN 38133 (901) 371-8000
Member Bank Responsibilities 1. A Visa Member is the only entity approved to extend acceptance of Visa products directly to a merchant. 2. A Visa Member must be a principal (signer) to the Merchant Agreement. 3. The Visa Member is responsible for educating Merchants on pertinent Visa Operating Regulations with which Merchants must comply. 4. The Visa Member is responsible for and must provide settlement funds to the Merchant. 5. The Visa Member is responsible for all funds held in reserve that are derived from settlement.					Merchant Responsibilities 1. Ensure compliance with cardholder data security and storage requirements. 2. Maintain fraud and chargebacks below thresholds. 3. Review and understand the terms of the Merchant Agreement. 4. Comply with Visa Operating Regulations. The responsibilities listed above do not supersede terms of the Merchant Agreement and are provided to ensure the Merchant understands these specific responsibilities.

MERCHANT INITIALS REQUIRED

MERCHANT CREDIT CARD PROCESSING AGREEMENT – PAGE 2 OF 5

ELECTRONIC DEBIT/CREDIT AUTHORIZATION
By signing this Application (the “Application”), Merchant hereby authorizes Global Payments Direct, Inc. (“Global Direct”) on behalf of Member (as defined herein) and Member to initiate debit/credit entries to Merchant’s accounts in accordance with the terms and conditions of the Agreement (as defined below). This authority is to remain in full force and effect until (a) Global Direct and Member receive advance written notification of not less than ten (10) business days from Merchant of its termination of the authorization, and (b) all obligations of Merchant to Global Direct and Member that arise under the Agreement have been satisfied. ement have been satisfied.
* A VOIDED CHECK FROM THIS ACCOUNT MUST BE ATTACHED Type of Account: Checking Savings Other: ____________________________________________________________ ____________________________________________________________ Bank Name: Bank Phone Number: ( ) Address: City: State: Zip: Transit Number: |____|____|____|____|____|____|____|____|____| DDA Number: |____|____|____|____|____|____|____|____|____|____|____|____|____|____|____|____|____|
CARDS TO BE ACCEPTED
American Express – New Setup *signature required on new accounts	American Express – New Setup Or EDC |____| . |____|____| % Monthly Gross Pay Or Daily Gross Pay (+.03% if $100K+) American Express Flat Monthly Fee - $5.95 Sign Here Pay Frequency: 3 Day 15 Day 30 Day SIGNATURE: *____________________________________________________
American Express – Existing	Account# |____|____|____|____|____|____|____|____|____|____|
Discover	New Setup Existing Account# |____|____|____|____|____|____|____|____|____|____|____|____|____|____|____|
Visa Check	Check here if you do not wish to accept Visa Check
Debit MasterCard	Check here if you do not wish to accept Debit MasterCard
REQUIRED SIGNATURES
Merchant Warranty and Authorization: Merchant and I/we have read, acknowledge and agree to be bound by all of the terms and conditions set forth herein, including those set forth in this Application and the terms and conditions set forth hereafter on pages 1 through 5, which together constitute the Merchant Credit Card Processing Agreement (the “Agreement”). All information contained in the Application is true andaccurate. By its signature hereto, Merchant acknowledges that it is in possession of an imprinter. Merchant and I/we hereby authorize Global Direct to order a consumer credit report on Merchant and each of us. AmEx Services: By signing above, I represent that the information I have provided on the Application is complete and accurate and I authorize American Express Travel Related Services Company, Inc (American Express”) to verify the information on this Application and to receive and exchange information about me, including, requesting reports from consumer reporting agencies. If I ask American Express whether or not a consumer report was requested, American Express will tell me, and if American Express received a report, American Express will give me the name and address of the agency that furnished it. I understand that upon American Express’ approval of the business entity indicated above to accept the American Express Card, the Terms and Conditions for American Express®Card Acceptance (“AmEx Terms and Conditions”) will be sent to such business entity along with a Welcome Letter. By accepting the American Express card for the purchase of goods and/or services, you agree to be bound by the AmEx Terms and Conditions. IN WITNESS WHEREOF THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT (INCLUDING FUNDS TRANSFER INSTRUCTIONS ATTACHED HERETO) TO BE EXECUTED BY THEIR DULY AUTHORIZED REPRESENTATIVES.
Sign Here Merchant’s Signature Print Name Title Date Sign Here Merchant’s Signature Print Name Title Date
Signing for Global Payments Direct, Inc. Print Name Title Date HSBC Bank USA, National Assoc. Signing for Member Print Name Name of Member Date Concord EFS National Bank Signing for Debit Sponsor Print Name Name of Debit Sponsor Date
Personal Guaranty: I/We hereby guarantee to Global Direct, Member and to Debit Sponsor, and to their successors and assigns, the full, prompt and complete performance of Merchant and all of Merchant’sobligations under this Agreement, including, but not limited to, all monetary obligations arising out of Merchant’s performance or non-performance under this Agreement, whether arising before or after termination of this Agreement. The guaranty shall not be discharged or otherwise affected by any waiver, indulgence, compromise, settlement, extension of credit, or variation of terms of this Agreement made by or agreed to by Global Direct, Member, Debit Sponsor and/or Merchant. I/We hereby waive any notice of acceptance of this guaranty, notice of non-payment or non-performance of any provision of this Agreement by Merchant, and all other notices or demands regarding this Agreement. I/We agree to promptly provide to Global Direct, Member, and Debit Sponsor any information requested by either of them from time to time, concerning my/our financial condition(s), business history, business relationships and employment information. I/We have read, understand, and agree to be bound by the Agreement provided to Merchant.
Sign Here Guarantor’s Signature Print Name Date Sign Here Witness’ Signature Print Name Date

VOIDED CHECK VERIFICATION FORM

Please attach a voided check below.

A T T A C H V O I D E D C H E C K H E R E

Do you have pre-printed checks showing the Business DBA Name listed on the application? YES NO

Bank Reference Name:
Bank Contact Person:
Bank Telephone Number:

BUSINESS DBA NAME: _______________________________________________________________

DISCOUNT RATE SCHEDULE
INDUSTRY TYPE OR CARD TYPE	QUALIFIED DISCOUNT RATE	* PARTIALLY QUALIFIED Surcharge	*NON QUALIFIED Surcharge
RETAIL / RESTAURANT	%	1.15% + $0.10	1.80% + $0.10
LODGING	%	1.15% + $0.10	1.80% + $0.10
MO / TO / INTERNET	%	1.15% + $0.10	1.80% + $0.10
SUPERMARKETS (certified)	%	1.15% + $0.10	1.80% + $0.10
SUPERMARKETS (non-certified)	ADD 0.35%	1.15% + $0.10	1.80% + $0.10
Diners Club / Carte Blanche	%	N/A	N/A
Other	%	1.15% + $0.10	1.80% + $0.10

AVERAGE TRANSACTION (estimated): $____________________________________________	HIGH TRANSACTION: $____________________________________________	MONTHLY VOLUME (estimated): $____________________________________________
FUNDS AVAILABILITY 2 Day 5 Days (Auto-Approved Internet Accounts)

NOTE - The Discount Rates listed above apply to all card types: Visa Credit; Visa Check; MasterCard Credit; and Debit MasterCard. For MOTO/Internet accounts, to obtain the qualified discount rate noted above, settled transaction must include Address Verification (cardholder’s billing information - specifically, the street address, and zip code), and a 6 digit order number. SURCHARGE – Discount and cents per item in addition to the * Qualified Discount Rate depending upon qualification of each transaction. * The Qualified Discount Rate set forth above applies to transactions meeting all QUALIFIED Transaction Conditions as established by Visa USA, Inc. and MasterCard International Inc., a current summary of which is provided for each industry type on the reverse side of this page. Transactions which do not satisfy all QUALIFIED Transaction Conditions will be assessed a surcharge [either Partially Qualified or Non-Qualified], as set forth above.

NETWORK COMMUNICATION FEES: (Per Communication)			NETWORK: ________________________________
ALL CARD TYPES: $ 0. __________	OR VISA/MC: $ 0. ___________	AND AmEX/Discover/Diners: $ 0. ________________

OTHER FEES
PER OCCURRENCE		MONTHLY		DEBIT NETWORK ACQUIRER FEES
Visa Credit & MC Credit	$ .10/each	Gateway Fee	$	NETWORK ACQUIRER FEE GROCERY Accel $.03 + (.65% + $.12) (max of $.53) $.24 AFFN $.03 + (.55% + $.10) (max of $.53) $.17 Alaska Option $.12 Credit Union 24 $.25 + (.65% + $.03) (max of $.375) $.19 Interlink $.035 + (.75% + $.15) (max of $.5350) $.28 Maestro $.025 + (.75% + $.15) (max of $.5250) $.27 NYCE $.0375 + .(65% + $.10) (max of $.6875) $.28 Pulse*** (inc. Money Station & Tyme) $.07 + (.65% + $.10) $.28 Shazam $.28 $.20 STAR (inc. MAC, Cash Station, & Honor) $.0325 + (.65% + $.12) + $.01 (max of $.6425) $.25
Visa Check & MC Debit	$ .15/each
Wireless	$ /each	Min. Discount Fee	$ 25.00
EBT	$ /each
Voice Authorization	$ 1.00/each	Statement Fee	$ 10.00
Voice AVS	$ .75/each
Retrieval Request Rec’d	$10.00 /each	Wireless Service (per activated terminal)	$
Chargeback Fee	$20.00 /each
ACH Reject/NSF Fee	$20.00 /each	Debit Service Fee	$	IN ADDITION TO ABOVE ACQUIRER FEES
ACH Change Fee	$20.00 /each			+ DEBIT TRANSACTION FEE (if applicable)	$ /each
Batch Deposit Fee	$ .25/each		$	Annual Fee	$
Other	$ /each			Annual Fee Charge Month

WARRANTY: Each of the undersigned owners/officers of merchant also represent and warrant that he/she has read and agrees to the fees set forth herein.

Sign Here
	SIGNATURE / OWNER #1		TITLE		DATE
	SIGNATURE / OWNER #2		TITLE		DATE

SCHEDULE OF FEES – CONTINUED

RETAIL and RESTAURANT	LODGING / CAR RENTAL
I. QUALIFIED Transaction Conditions • Card is Present, full magnetic stripe is read by the terminal and signature is obtained; and • One electronic authorization request is made per transaction and transaction/purchase date is equal to the authorization date; and • Authorized transaction amount must match settled transaction amount, except for restaurants, where transaction amount may be within 20% of the original authorized amount; and • Additional Data (sales tax and customer code) is required in the settled transaction on all Commercial Cards at non Travel & Entertainment (T&E) locations (see Commercial Card section); and • Transaction electronically deposited (batch transmitted) no later than 1 day from transaction/purchase date II. PARTIALLY QUALIFIED Transaction Conditions • One or more of the QUALIFIED Conditions were not met, or • Transaction electronically deposited (batch transmitted) greater than 1 day but within 2 days from transaction/purchase date III. NON-QUALIFIED Transaction Conditions • One or more of the QUALIFIED OR PARTIALLY QUALIFIED Conditions were not met, or • Transaction electronically deposited (batch transmitted) greater than 2 days from authorization date, or • Commercial, World MasterCard, Visa Rewards Card, Visa Signature Card, or Visa Infinite Card accepted at a T&E location, or • Commercial Cards at a non T&E location without the required additional data (see Commercial Card section), or • Transaction was not electronically authorized	I. QUALIFIED Transaction Conditions • Card is Present, full magnetic stripe is read by the terminal and signature is obtained; and • Incremental electronic authorization requests are permitted; and • Settled transaction amount must be within 15% of the total authorized amount; and • Transaction date must be equal to the check out/car rental return date; and • Anticipated duration of the stay/car rental period included in authorization; and • All transactions must include additional data (such as folio (room) number / rental agreement number) when settled; and • Transaction electronically deposited (batch transmitted) no later than 1 day from check out/car return date II. PARTIALLY QUALIFIED Transaction Conditions • One or more of the QUALIFIED Conditions were not met, or • Transaction electronically deposited (batch transmitted) greater than 1 day but within 2 days from check out/car return date III. NON-QUALIFIED Transaction Conditions • One or more of the QUALIFIED OR PARTIALLY QUALIFIED Conditions were not met, or • Transaction electronically deposited (batch transmitted) greater than 2 days from check out/car return date, or • Commercial, World MasterCard, Visa Rewards Card, Visa Signature Card, or Visa Infinite Card accepted at a T&E location, or • Transaction was not electronically authorized
DIRECT MARKETING / MOTO	SUPERMARKETS
I. QUALIFIED Transaction Conditions • One electronic authorization request is made per transaction and transaction date is equal to the shipping date; and • Authorization request message must include Address Verification (AVS); and • Transaction/shipping date must be within 7 days of authorization date; and • Settled transaction amount must equal authorization amount; and • Settled transaction must include customer service telephone number, 6 digit order number, and total authorized amount; and • Additional Data (sales tax and customer code) is required in the settled transaction on all Commercial Cards at non T&E locations (see Commercial Card section); and • Transaction electronically deposited (batch transmitted) on or 1 day after transaction/shipping date II. PARTIALLY QUALIFIED Transaction Conditions • One or more of the QUALIFIED Conditions were not met, or • Transaction electronically deposited (batch transmitted) greater than 1 day but within 2 days from transaction/shipping date III. NON-QUALIFIED Transaction Conditions • One or more of the QUALIFIED OR PARTIALLY QUALIFIED Conditions were not met, or • Transaction electronically deposited (batch transmitted) greater than 2 days from transaction/shipping date, or • Commercial, World MasterCard, Visa Rewards Card, Visa Signature Card, or Visa Infinite Card accepted at a T&E location, or • Commercial Cards at a non T&E location without the required additional data (see Commercial Card section), or • Transaction was not electronically authorized	I. QUALIFIED Transaction Conditions • Registered Participant in the Visa/MasterCard supermarket program; and • Card is Present, full magnetic stripe is read by the terminal and signature is obtained; and • One electronic authorization request is made per transaction and transaction/purchase date is equal to the authorization date; and • Authorized transaction amount must match settled (deposit) transaction amount; and • Additional Data (sales tax and customer code) is required in the settled transaction on all Commercial Cards (see Commercial Card section); and • Transaction electronically deposited (batch transmitted) no later than 1 day from transaction/purchase date NOTE: If Supermarket is not certified with Visa and MasterCard, Qualified rate is increased by .35% II. RETAIL QUALIFIED Transaction Conditions • Meets all qualifications for Supermarket Qualified; and • Not registered participant in Visa/MasterCard Supermarket Program, or • Card accepted is either a MasterCard Commercial or International Card III. PARTIALLY QUALIFIED Transaction Conditions • One or more of the QUALIFIED Conditions were not met, or • Transaction electronically deposited (batch transmitted) greater than 1 day but within 2 days from transaction/purchase date IV. NON-QUALIFIED Transaction Conditions • One or more of the QUALIFIED OR PARTIALLY QUALIFIED Conditions were not met, or • Transaction electronically deposited (batch transmitted) greater than 2 days from authorization date, or • Commercial Cards without the required additional data (see Commercial Card section), or • World MasterCard, Visa Rewards Card, Visa Signature Card, or Visa Infinite Card, or • Transaction was not electronically authorized
COMMERCIAL CARDS – (Additional Data)
VISA • Purchasing Cards – Sales Tax and Customer Code (supplied by cardholder at point of sale) • Corporate and Business Cards – Sales Tax (prompt on all Visa transactions)	MasterCard • Corporate Data Rate II (Purchasing Cards) – Sales Tax and Customer Code (supplied by cardholder at point of sale) • Corporate Data Rate II (Business and Corporate Cards) – Sales Tax • International Corporate Purchasing Data Rate II – Sales Tax and Customer Code (supplied by cardholder at point of sale)

NOTE: In the event merchant utilizes the service of any third party in connection with merchant processing services (for example, integrated software products) then merchant is responsible for ensuring compliance by such third party with the requirements of VISA USA, Inc and MasterCard International Incorporated to avoid unnecessary surcharges.

Merchant will also be assessed Cross-Border fees for international MasterCard transactions. Any transactions between Merchant and a MasterCard cardholder outside the United States will be assessed an additional fee, which will be displayed as a separate item on Merchant’s monthly statement.

BUSINESS DESCRIPTION PROFILE

Merchant DBA Name:

Description of product or services provided:

How will the product be advertised or promoted?

If advertised on the Internet, please provide the web page address (URL):

PLEASE PROVIDE MARKETING MATERIALS, OR A PRINT OUT OF YOUR WEB SITE, THAT CLEARLY SHOW PRODUCTS/SERVICES WITH PRICING.

What is your REFUND POLICY? Is there a restocking fee?

Point of sale software/terminal equipment:

Does Merchant use a fulfillment house? Yes No

Was the fulfillment house inspected? Yes No

SITE INSPECTION INFORMATION (To be completed by Sales Representative)
Location Type: Retail Store Front Restaurant Hotel / Lodging Office Building Industrial Building Residence Commercial Other:
Merchant: Owns Leases premises	Landlord Name:		Landlord Phone:
Does business appear legitimate? Yes No Is business open and operating? Yes No Is photo included with application? Yes No Are MasterCard and Visa decals visible? Yes No Is inventory sufficient for business type? Yes No Any mail/telephone order sales activity? Yes No Are goods and services delivered at time of sale? Yes No		By the signature below, signatory verifies that (i) she/he has physically inspected the Business Premises; and (ii) the information stated in this Agreement is correct to the best of her/his knowledge and as represented by her/his MERCHANT. ______________________________ ______________________________ _______________ Signature of Sales Representative Print Name Date

MERCHANT CREDIT CARD PROCESSING AGREEMENT - PAGE 3 OF 5

1. INTRODUCTION AND DEFINITIONS.

This document, “Terms and Conditions of Merchant Credit Card Processing Agreement” (“Terms and Conditions”) accompanies the document “Merchant Application” (“Merchant Application”). The Merchant Credit Card Processing Agreement (“Agreement”) includes these Terms and Conditions and the terms and conditions of the Merchant Application. The bank identified in such Merchant Application (“Member”) is a member of Visa USA, Inc. (“Visa”) and MasterCard International, Inc. (“MasterCard”). Global Payments Direct, Inc. (“Global Direct”) and Total Merchant Services, Inc. (“TMS”) are both registered independent sales organizations of Visa and member service providers of MasterCard. TMS works in conjunction with Global Direct to market the Services as defined herein. The Agreement is between Global Direct, the Member and the merchant identified in the Merchant Application (“Merchant”).

Under the terms of the Agreement, Merchant will be furnished with the services and products described herein and in the Merchant Application, and selected by Merchant therein (collectively and individually, as applicable, the “Services”). Global Direct will be the sole and exclusive provider of the Services to Merchant during the term of this Agreement. Any Merchant accepted by Global Direct for card processing services agrees to be bound by the Agreement, including the terms of the Merchant Application and these Terms And Conditions as may be modified or amended in the future. A MERCHANT’S SUBMISSION OF A TRANSACTION TO GLOBAL DIRECT SHALL BE DEEMED TO SIGNIFY MERCHANT’S ACCEPTANCE OF THE AGREEMENT, INCLUDING THE TERMS AND CONDITIONS HEREIN.

Except as expressly stated in the first four paragraphs of Section 13, all terms and conditions of this Agreement shall survive termination to the extent necessary to protect Global Direct and Member’s rights herein

2. SERVICE DESCRIPTIONS.

Credit Card Processing Services: Global Direct’s credit card processing services consist of authorization and electronic draft capture of credit card transactions; outclearing of such transactions to the appropriate card associations and/or issuers (e.g., Visa, MasterCard, Diners); settlement; dispute resolution with cardholders’ banks; and transaction-related reporting, statements and products. From tine to time under this Agreement, upon Merchant’s request, Global Direct may facilitate the transmission of certain payment card transactions (“Switched Transactions”) to the respective card issuers, including but not limited to American Express®, Diners Club® and various fleet, private label and commercial cards. Switched Transactions require Global Direct’s prior written approval and are subject to applicable pricing; Global Direct does not purchase the indebtedness associated with Switched Transactions.

With respect to Visa and MasterCard products, Merchant may elect to accept credit cards or debit/prepaid cards or both. Merchant shall so elect on the Merchant Application being completed contemporaneously herewith. Merchant agrees to pay and Merchant’s account(s) will be charged pursuant to Section 5 of this Agreement for any additional fees incurred as a result of Merchant’s subsequent acceptance of transactions with any Visa or MasterCard product that it has elected not to accept.

Debit/ATM Processing Services: Global Direct has connected to the following debit card networks (“Networks”): Accel, AFFN, Alaska Option, CU24, Interlink, MAC, Maestro, NYCE, Pulse, Shazam, Star, and Tyme. Global Direct will provide Merchant with the ability to access the Networks that Global Direct has connected to for the purpose of authorizing debit card transactions at the point of sale from cards issued by the members of the respective Networks. Global Direct will provide connection to such Networks, terminal applications, settlement and reporting activities.

EBT Transaction Processing Services: Global Direct offers electronic interfaces to Electronic Benefits Transfer (“EBT”) networks for the processing of cash payments or credits to or for the benefit of benefit recipients (“Recipients”). Global Direct will provide settlement and switching services for various Point of Sale transactions initiated through Merchant for the authorization of the issuance of the United States Department of Agriculture, Food and Nutrition Services (“FNS”) food stamp benefits (“FS Benefits”) and/or government delivered cash assistance benefits (“Cash Benefits,” with FS Benefits, “Benefits”) to Recipients through the use of a state-issued card (“EBT Card”).

3. PROCEDURES.

Merchant will permit holders of valid cards bearing the symbols of the cards authorized to be accepted by Merchant hereunder to charge purchases or leases of goods and services and the debt resulting therefrom shall be purchased hereunder, provided that the transaction complies with the terms of this Agreement. All indebtedness submitted by Merchant for purchase will be evidenced by an approved sales slip. Merchant will not present for purchase any indebtedness that does not arise out of a transaction between a cardholder and Merchant. Merchant agrees to follow the Card Acceptance Guide which is incorporated into and made part of this Agreement, and to be bound by the operating regulations and rules of Visa, MasterCard, and any other card association or network organization covered by this Agreement, as any of the above referenced documents may be modified and amended from time to time. Without limiting the generality of the foregoing, Merchant agrees to comply with and be bound by the rules and regulations of Visa, MasterCard and any other card association or network organization related to cardholder and transaction information security, including without limitation, Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program. Merchant will indemnify and hold Global Direct and Member harmless from any fines and penalties issued by Visa or MasterCard or any card association or network organization arising out of or relating to the processing of transactions by Global Direct and Member at Merchant’s location(s) and will reimburse Global Direct for any losses incurred by Global Direct with respect to any such fines or penalties. Global Direct may, from time to time, issue written directions (via mail or Internet) regarding procedures to follow and forms to use to carry out this Agreement. These directions and the terms of the forms are binding as soon as they are issued and shall form part of these Terms and Conditions of the Agreement. Such operating regulations and rules may be reviewed upon appointment at Global Direct’s designated premises and Merchant acknowledges that it has had the opportunity to request a review and/or review such operating regulations and rules in connection with its execution of this Agreement.

4. MARKETING.

Merchant shall adequately display the card issuer service marks and promotional materials supplied by Global Direct. Merchant shall cease to use or display such service marks immediately upon notice from Global Direct or upon termination of this Agreement.

5. PAYMENT AND FEES.

Fees and charges payable by Merchant shall be as set forth in the Merchant Application. Merchant will be paid for indebtedness purchased under this Agreement by credit to Merchant’s account(s). Merchant’s account(s) will be credited for the gross amount of the indebtedness deposited less the amount of any credit vouchers deposited. Merchant shall not be entitled to credit for any indebtedness that arises out of a transaction not processed in accordance with the terms of this Agreement. Availability of any such funds shall be subject to the procedures of the applicable financial institution. Chargebacks and adjustments will be charged to Merchant’s account(s) on a daily basis. Merchant agrees to pay and Merchant’s account(s) will be charged for the discount, fees, and other charges described in this Agreement. Merchant also agrees to pay and Merchant’s account(s) will be debited for all fees, arbitration fees, fines, penalties, etc. charged by the card associations or network organizations on account of Merchant’s processing hereunder. If an error occurs, Merchant’s account(s) may be debited or credited therefor. Merchant represents and warrants that no one other than Merchant has any claim against such indebtedness except as authorized in writing by Member and Global Direct. Merchant hereby assigns to Member and Global Direct all of its right, title, and interest in and to all indebtedness submitted hereunder and agrees that Member and Global Direct have the sole right to receive payment on any indebtedness purchased hereunder.

6. EQUIPMENT AND SUPPLIES.

Any advertising material; leased equipment including imprinters, authorization terminals, or printers; software; credit card authenticators; unused forms; and Merchant deposit plastic cards provided by Global Direct will not become Merchant’s property. Merchant will protect them from loss, theft, damage or any legal encumbrance and will allow Global Direct and its designated representatives reasonable access to Merchant’s premises for their repair, removal, modification, installation and relocation. Merchant acknowledges that any equipment provided under this Agreement is embedded with proprietary technology (“Software”). Merchant shall not obtain title, copyrights or any other proprietary right to any Software. At all time, Global Direct or its suppliers retain all rights to such Software, including but not limited to updates, enhancements and additions. Merchant shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on such Software. Merchant’s use of such Software shall be limited to that expressly authorized by Global Direct. Global Direct’s suppliers are intended third party beneficiaries of this Agreement to the extent of any terms herein pertaining to such suppliers’ ownership rights; such suppliers have the right to rely on and directly enforce such terms against Merchant.

The operating instructions will instruct Merchant in the proper use of the terminals, and Merchant shall use and operate the terminals only in such manner. If Merchant has purchased the maintenance/help desk service hereunder for its terminals, Merchant will promptly notify Global Direct of any equipment malfunction, failure or other incident resulting in the loss of use of the equipment or need for repair or maintenance, whereupon Global Direct will make the necessary arrangements to obtain required maintenance. Merchant is responsible for shipping costs. Merchant shall cooperate with Global Direct in its attempt to diagnose any problem with the terminal. In the event the Merchant’s terminal requires additional Software, Merchant is obligated to cooperate and participate in a dial in down line load procedure. With respect to any item of equipment leased to Merchant by Global Direct, Merchant will not be liable for normal wear and tear, provided, however, that Merchant will be liable to Global Direct in the event that any leased item of equipment is lost, destroyed, stolen or rendered inoperative. Merchant will indemnify Global Direct against any loss arising out of damage to or destruction of any item of equipment provided hereunder for any cause whatsoever. Merchant also agrees to hold harmless and indemnify Global Direct for any costs, expenses, and judgments Global Direct may suffer, including reasonable attorney’s fees, as a result of Merchant’s use of the equipment provided hereunder. Any unused equipment in its original packaging purchased from Global Direct hereunder may be returned to Global Direct at Merchant’s expense within 60 days of receipt. Merchant shall receive a refund of any money paid in connection therewith subject to a restocking fee of an amount equal to 20 percent of the total purchase price for the returned equipment. No refunds shall be issued for any equipment returned after 60 days.

7. FINANCIAL INFORMATION.

Merchant agrees to furnish Global Direct and Member such financial statements and information concerning Merchant, its owners, principals, partners, proprietors or its affiliates as Global Direct may from time to time request. Global Direct, or its duly authorized representatives, may examine the books and records of Merchant, including records of all indebtedness previously purchased or presented for purchase. Merchant agrees to retain copies of all paper and electronic sales slips and credit slips submitted to Global Direct for a period of two years from submission, or such longer period of time as may be required by the operating rules or regulations of the card associations or network organizations, by law, or by Global Direct as specifically requested in writing in individual cases. Merchant agrees that Global Direct and Member may seek injunctive relief with respect to Merchant’s failure to furnish financial or other information upon request.

8. CHANGE IN BUSINESS.

Merchant agrees to provide Global Direct and Member 60 days prior written notice of its intent to (a) transfer or sell any substantial part (10% or more) of its total stock, assets and/or to liquidate; or (b) change the basic nature of its business, or (c) convert all or part of the business to mail order sales, telephone order sales, Internet-based sales or to other sales where the card is not present and swiped through Merchant’s terminal. Upon the occurrence of any such event, the terms of this Agreement may be modified to address issues arising therefrom, including but not limited to requirements of applicable card associations or network organizations.

9. TRANSFERABILITY.

This Agreement is not transferable by Merchant without the written consent of Global Direct and Member. Any attempt by Merchant to assign its rights or to delegate its obligations in violation of this paragraph shall be void. Merchant agrees that the rights and obligations of Global Direct hereunder may be transferred by Global Direct without notice to Merchant. Merchant agrees that the rights and obligations of Member hereunder may be transferred to any other member without notice to Merchant. Merchant acknowledges that the transferable rights of Global Direct and Member hereunder shall include, but shall not be limited to, the authority and right to debit the Merchant’s account(s) as described herein.

MERCHANT CREDIT CARD PROCESSING AGREEMENT - PAGE 4 OF 5

10. WARRANTIES AND REPRESENTATIONS.

Merchant warrants and represents to Global Direct and Member: (a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the cardholder, free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable card association or network organization, as amended from time to time; (g) that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (i) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto will comply with the rules and regulations of Visa, MasterCard and any other card association or network organization related to cardholder and transaction information security, including without limitation, Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (j) that all of the information contained in this Merchant Application and Service Agreement is true and correct. In the event that any of the foregoing warranties or representations are breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back, and Merchant hereby agrees to pay (and Merchant’s account(s) will be debited therefor) an additional fee of $100 for each such transaction.

Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global Direct via the applicable card processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which results in a chargeback to the Merchant. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card processing network from the agent.

NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

11. INDEMNITY.

Merchant agrees to satisfy directly with the cardholder any claim or complaint arising in connection with the card sale. Merchant agrees to indemnify and hold Global Direct and Member harmless from and against any and all liabilities, losses, claims, damages, disputes, offsets, claims or counterclaims made by a cardholder or any other person or entity with regard to indebtedness sold by Merchant hereunder or any other Service provided hereunder.

12. LIMITATION OF LIABILITY.

Neither Member nor Global Direct shall be liable for failure to provide the Services if such failure is due to any cause or condition beyond such party’s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, the errors or failures of third party systems, or other similar causes beyond such party’s control. The liability of Global Direct and Member for any loss hereunder, including but not limited to damages arising out of any malfunction of the equipment or the failure of the equipment to operate, the unavailability or malfunction of the Services, personal injury, or property damage, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed 1 month’s average charge paid by Merchant hereunder (exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a third party in connection with Merchant’s payment processing) for Services during the previous 12 months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. This shall be the extent of Global Direct’s and Member’s liability in the event of any alleged default by Global Direct or Member under this Agreement, including alleged acts of negligence, breach of contract, or otherwise and regardless of the form in which any legal or equitable action may be brought against Global Direct or Member and the foregoing shall constitute Merchant’s exclusive remedy. Under no circumstances shall Global Direct or Member be liable for any lost profits, lost interest, or for special, consequential, punitive or exemplary damages, including but not limited to, damages arising out of placement of a Merchant’s name on any terminated merchant list for any reason, even if Global Direct or Member has been advised of the possibility of such damages. Under no circumstances shall Global Direct or Member be liable for any settlement amounts pertaining to Switched Transactions; Merchant’s recourse therefore shall be to the applicable card issuer.

It is agreed that in no event will Global Direct or Member be liable for any claim, loss, billing error, damage, or expense caused by Global Direct’s or Member’s performance or failure to perform hereunder which is not reported in writing to Global Direct by Merchant within 30 days of such failure to perform or, in the event of a billing error, within 60 days of the date of the invoice or applicable statement.

13. TERM AND TERMINATION.

This Agreement shall remain in full force and effect for an initial term of three (3) years and shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be amended, unless Merchant gives written notice of termination as to the entire Agreement or a portion thereof at least 60 days prior to the expiration of the initial term or any extension or renewals thereof. Notwithstanding anything to the contrary set forth herein, in the event Merchant terminates the Agreement in breach of this Section 13 (a) within the first twelve (12) month period of the initial term of the Agreement, Merchant shall pay Global Direct the amount of $295, or (b) after the first twelve month period of the initial term of the Agreement, Merchant shall pay Global Direct the amount of $195, immediately on or after the effective date of termination. If the Merchant’s account does not contain sufficient funds for the debit or the amount cannot be withheld by Global Direct from amounts due to Merchant, Merchant shall pay Global Direct the amount due within ten (10) days of the date of Global Direct’s invoice for same. The payment of the termination fee as described here is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate Global Direct for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but in addition to any payment obligations for Services already provided hereunder (or that Global Direct may continue to provide), which shall be an additional cost, and any and all other damages to which Global Direct may be entitled hereunder.

Notwithstanding the foregoing, Global Direct may terminate this Agreement or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Agreement at any time without notice upon Merchant’s default in performing under any provision of this Agreement, upon an unauthorized conversion of all or any part of Merchant’s activity to mail order, telephone order, Internet order, or to any activity where the card is not physically present and swiped through the Merchant’s terminal, upon any failure to follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, or in the event Global Direct reasonably deems itself insecure in continuing this Agreement.

In the event that Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Agreement unless such breach is remedied within 30 days of such notice. Failure to remedy such a breach shall make this Agreement terminable, at the option of the Merchant, at the end of such 30 day period unless notification is withdrawn.

Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a designated depository after the effective date of termination will be returned to Merchant and will not be credited (or debited) to its account(s). If the deposit has already been posted to Merchant’s account(s), said posting will be reversed and the deposit returned to Merchant. Termination of this Agreement shall not affect Merchant’s obligations which have accrued prior to termination or which relate to any indebtedness purchased hereunder prior to termination, including but not limited to chargebacks even if such chargebacks come in after termination. In the event of termination, all equipment leased from Global Direct (but not from any other leasing agent), including but not limited to imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Global Direct at Merchant’s expense.

14. RETURNED ITEMS/CHARGEBACKS.

If a cardholder disputes any transaction, if a transaction is charged back for any reason by the card issuing institution, or if Global Direct or Member has any reason to believe an indebtedness previously purchased is questionable, not genuine, or is otherwise unacceptable, the amount of such indebtedness may be charged back and deducted from any payment due to Merchant or may be charged against any of Merchant’s accounts or the Reserve Account (as defined below). A list of some common reasons for chargebacks is contained in the Card Acceptance Guide provided, however, that such list is not exclusive and does not limit the generality of the foregoing. If any such amount is uncollectible through withholding from any payments due hereunder or through charging Merchant’s accounts or the Reserve Account, Merchant shall, upon demand by Global Direct, pay Global Direct the full amount of the chargeback. Merchant understands that obtaining an authorization for any sale shall not constitute a guarantee of payment, and such sales slips can be returned or charged back to Merchant like any other item hereunder.

15. RESERVE ACCOUNT.

At any time, Global Direct and Member may, at their option, establish a reserve account to secure the performance of Merchant’s obligations under this Agreement to such party (“Reserve Account”). The Reserve Account may be funded through any or all ofthe following: (a) Direct payment by Merchant -- At the request of Global Direct and Member, Merchant will deposit funds in the Reserve Account; (b) The proceeds of indebtedness presented for purchase; or (c) The transfer by Global Direct and Member intothe Reserve Account of funds withdrawn from any of the accounts referred to in Section 5 or any other accounts, including certificates of deposit, maintained by Merchant or Merchant’s guarantor, if any, with any designated depositary or other financial institution. Merchant and Merchant’s guarantor hereby grants Member a security interest in all said accounts and authorizes Global Direct (to the extent authorized by Member) or Member to make such withdrawals at such times and in such amounts as it may deem necessary hereunder. Merchant and Merchant’s guarantor hereby instruct said financial institutions to honor any requests made by Global Direct and Member under the terms of this provision. Merchant and Merchant’s guarantor will hold harmless the financial institutions and indemnify them for any claims or losses they may suffer as a result of honoring withdrawal requests from Global Direct and Member.

Merchant hereby agrees that Global Direct and Member may deduct from this Reserve Account any amount owed to such party in accordance with this Agreement. Any funds in the Reserve Account may be held until the expiration of any potentially applicable chargeback rights in respect of purchased indebtedness under the rules and regulations of the card associations or network organizations, which holding period may extend beyond termination of this Agreement. The Merchant will not receive any interest on funds being held in a Reserve Account. Without limiting the generality of the foregoing, Merchant shall, upon termination of this Agreement, maintain the sum of at least five percent (5%) of gross sales for the 90 day period prior to termination to be held in a Reserve Account in accordance with the terms of this Agreement.

MERCHANT CREDIT CARD PROCESSING AGREEMENT - PAGE 5 OF 5

16. DEFAULT/SECURITY INTEREST.

Upon failure by Merchant to meet any of its obligations under this Agreement (including funding the Reserve Account), any of the accounts referred to in Section 5 or any other accounts belonging to Merchant or Merchant’s guarantor held by any designated depository (or by any other financial institution) may be debited without notice to Merchant, and Merchant and Merchant’s guarantor gives Member and Global Direct a security interest in all such accounts for these purposes. The scope of the security interest, and Merchant’s and Merchant’s guarantor’s instructions to its financial institutions to accept withdrawal requests from Global Direct and Member, and Merchant’s agreement to hold such institutions harmless and to indemnify them are described above in Section 15 (c).

Merchant also agrees that, in the event of a default by Merchant, Member has a right of setoff and may apply any of Merchant’s deposit balances or any other monies due Merchant from Member towards the payment of amounts due from Merchant under the terms of this Agreement. The rights stated herein are in addition to any other rights Global Direct and Member may have under applicable law. Should it be necessary for Global Direct or Member to defend or enforce its rights under this Agreement in any collection or legal action, Merchant agrees to reimburse such party for all costs and expenses, including reasonable attorney’s fees, as a result of such collection or legal action. Merchant waives trial by jury and the right to interpose any counterclaims or setoffs of any kind in any litigation relating to this Agreement. Global Direct, Member, and Merchant agree that all actions arising hereunder shall be brought in the courts of the State of Georgia sitting in Fulton County and expressly agree to the exclusive jurisdiction of such courts.

17. AMENDMENTS.

This Agreement may be amended only in writing signed by Global Direct, Member, and Merchant, except that (a) the Card Acceptance Guide, fees, charges, and/or discounts may be changed immediately, or (b) Global Direct may mail Merchant either a notice describing amendments to this Agreement or an entirely new agreement, which amendments or new agreement will be binding upon Merchant if it deposits sales or credit slips after the effective date of such amendment or new agreement set forth in Global Direct’s notice.

18. WAIVER.

No provision of this Agreement shall be deemed waived by any party unless such waiver is in writing and signed by the party against whom enforcement is sought.

19. EXCHANGE OF INFORMATION.

Merchant authorizes Global Direct to order a credit report on Merchant or any owner, officer, shareholder, partner, proprietor, managing agent or guarantor of Merchant. Merchant hereby authorizes Member or any depository institution to release any financial information concerning Merchant or its accounts to Global Direct. Subsequent credit reports may be ordered in connection with updating, renewing or continuing this Agreement. Upon the written request of any individual who is the subject of a consumer credit report, Global Direct will provide the name and address of the consumer credit reporting agency furnishing such report, if any. Global Direct may exchange information about Merchant, Merchant’s owners, principals, partners, proprietors, officers, shareholders, managing agents and guarantors with Member, other financial institutions and credit card associations, network organizations and any other party. Merchant hereby authorizes Global Direct to disclose information concerning Merchant’s activity to any card association, network organizations, or any of their member financial institutions, or any other party without any liability whatsoever to Merchant.

20. GENERAL.

If any provision of this Agreement or portion thereof is held to be unenforceable, such a determination will not affect the remainder of this Agreement. Paragraph headings are included for convenience only and are not to be used in interpreting this Agreement.

21. NOTICES.

All notices required by this Agreement shall be in writing and shall be sent by telefax, by overnight carrier, or by regular or certified mail. All notices sent to Global Direct or Member shall be effective upon actual receipt by the Corporate Secretary of Global Direct Payments Direct, Inc., 10 Glenlake Parkway North Tower, Atlanta, Georgia 30328. Any notices sent to Merchant shall be effective upon the earlier of actual receipt or upon sending such notice to the address provided by Merchant in the Merchant Application or to any other address to which notices, statements and/or other communications are sent to the Merchant hereunder. The parties hereto may change the name and address of the person to whom notices or other documents required under this Agreement must be sent at any time by giving written notice to the other party.

22. MERGER.

The Agreement, including these Terms and Conditions and the Merchant Application, constitutes the entire Agreement between Merchant, Global Direct, and Member and supersedes all prior memoranda or agreements relating thereto, whether oral or in writing.

23. EFFECTIVE DATE/GOVERNING LAW.

This Agreement shall become effective only upon acceptance by Global Direct and Member, or upon delivery of indebtedness at such locations as designated by Global Direct for purchase, whichever event shall first occur. This Agreement will be governed by and construed solely in accordance with the laws of the State of Georgia, without regard to any conflicts of law provisions.

24. DESIGNATION OF DEPOSITORY.

The financial institution set forth in the Merchant Application is designated by Merchant as a depository institution (“Depository”) for its credit card indebtedness. Such financial institution must be a member of an Automated Clearing House Association. Merchant authorizes payment for indebtedness purchased hereunder to be made by paying Depository therefor with instructions to credit Merchant’s accounts. Depository, Member, and/or Global Direct may charge any of Merchant’s accounts at Depository for any amount due under this Agreement. Global Direct must approve in writing any proposed changes to the account numbers or to the Depository.

25. FINANCIAL ACCOMMODATION.

The acquisition and processing of sales slips hereunder is a financial accommodation and, as such, in the event Merchant becomes a debtor in bankruptcy, this Agreement cannot be assumed or enforced, and Global Direct and Member shall be excused from performance hereunder.

DEBIT / ATM PROCESSING SERVICES:

ADDITIONAL

TERMS AND CONDITIONS

Merchant agrees to utilize the Services in accordance with the Agreement, its exhibits or attachments, and Global Direct’s instructions and specifications (including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Agreement), and to provide Global Direct with the necessary data in the proper format to enable Global Direct to properly furnish the Services. Merchant acknowledges that Merchant and Global Direct must comply with all of the requirements, rules, and regulations of the Networks. Copies of the relevant agreements or operating regulations shall be made available upon request. Merchant agrees to hold Global Direct harmless from any costs of compliance or failure to comply with any such obligation by Merchant. Global Direct may terminate or modify the provision of Services to Merchant if any of Global Direct’s agreements with Networks are terminated for any reason or if any entity threatens to terminate services to Global Direct due to some action or inaction on the part of Merchant.

MERCHANT ACCEPTANCE OF

EBT TRANSACTIONS:

ADDITIONAL TERMS AND CONDITIONS

Merchant agrees to issue Benefits to Recipients in accordance with the procedures specified herein, and in all documentation and user guides provided to Merchant by Global Direct, as amended from time-to-time (including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Agreement); and pursuant to the Quest Operating Rules (the “Rules”), as amended from time-to-time, issued by the National Automated Clearing House Association as approved by the Financial Management Service of the U.S. Treasury Department. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed them in the Rules. Merchant will provide each recipient a receipt of each Benefit issuance. Merchant will be solely responsible for Merchant’s issuance of Benefits other than in accordance with authorizations. Merchant agrees to comply with all the requirements, laws, rules and regulations pertaining to the delivery of services to Benefit Recipients and Benefit Recipient confidentiality. If Merchant issues FS Benefits under this Agreement, Merchant represents and warrants to Global Direct that Merchant is an FNS-authorized “Merchant” (as such term is defined in the Rules) and is not currently suspended or disqualified by FNS. Merchant agrees to secure and maintain at its own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of Benefits under this Agreement, including without limitation, any applicable franchise tax certificate and non-governmental contractor’s certificate, and covenants that Merchant will not issue Benefits at any time during which Merchant is not in compliance with the requirements of any applicable law. Merchant agrees to hold Global Direct harmless from any costs of compliance or failure to comply with any such obligation by Merchant. Global Direct may terminate or modify the provision of Services to Merchant if any of Global Direct’s agreements with government EBT agencies are terminated for any reason or if any party threatens to terminate services to Global Direct due to some action or inaction on the part of Merchant. If any of these Terms and Conditions are found to conflict with Federal or State law, regulation or policy of the Rules, these Terms and Conditions are subject to reasonable amendment by Global Direct, the State or its EBT Service Provider to address such conflict upon ninety (90) days written notice to Merchant, provided that Merchant may, upon written notice, terminate the Agreement upon receipt of notice of such amendment. Nothing contained herein shall preclude the State from commencing appropriate administrative or legal action against Merchant or for making any referral for such action to any appropriate Federal, State, or local agency. Any references to “State” herein shall mean the State in which Merchant issues Benefits pursuant hereto. If Merchant issues Benefits in more than one State pursuant hereto, then the reference shall mean each such State severally, not jointly.

For Member contact:

HSBC Bank USA, National Association

Merchant Support Group

PO Box 3263

Buffalo, NY 14240

(716) 841-6360