Card Processing Agreement

This CARD PROCESSING AGREEMENT ("Agreement") is among the Merchant identified in the attached Application (which is incorporated herein and constitutes a part of this Agreement as if fully set forth herein), National City Bank of Kentucky, a national bank headquartered in Louisville, Kentucky ("Bank") and National Processing Company, LLC., an Ohio Limited Liability Company headquartered in Louisville, Kentucky ("NPC"). NPC is engaged in the business of processing and transmitting electronic data of a financial, banking or economic nature, including but not limited to card transactions. Bank is a member of Visa U.S.A., Inc. ("Visa") and MasterCard International Inc. ("MasterCard"). In this Agreement, the words "you" and "your" mean the Merchant and the words "we," "our" and "us," unless the context clearly requires otherwise, refer collectively to Bank and NPC. We may allocate our rights and obligations hereunder as between ourselves as we deem appropriate. As used in this Agreement, "the Application" means both the Application as attached to this Agreement when first executed by you and us and any supplemental versions of the Application that we and you agree upon when you open additional locations or when you otherwise request additional or different services. During the term of this Agreement and unless we otherwise specifically agree in writing, this will be a "requirements contract" which means we and you agree that we (directly or through others providing services on our behalf) will be the sole providers of all services necessary to authorize, process and settle all of your Visa and MasterCard transactions and all services specified in the Application for any other Cards specified therein, except for any Card transactions beyond the authority of a U.S. member of Visa and MasterCard.

1. Acceptance of Cards.

You must honor any valid and applicable Visa and MasterCard cards properly tendered for use, as well as any properly tendered Electron card, without imposing any special conditions not required by any rule or regulation adopted by an Association (collectively "Association Rules"). "Association" means Visa, MasterCard, any other issuer of Cards you agree to accept as specified on the Application and, for Electron Cards, such term also includes Visa International. You may offer a "discount for cash" if you clearly disclose this as a discount from the standard price available for all other means of payment. In this Agreement, "Card" means a credit or off-line debit card bearing the service mark of Visa or MasterCard and a card issued by any of the other Card Issuers specified in the Application as being covered by this Agreement. Unless otherwise agreed in writing, "Card" does not include an "on-line" debit card, such as an Interlink or Maestro debit card, that generally requires use of the holder’s personal identification number. "Card" shall also mean all international point of sale payment cards bearing one of the Electron Program Marks and governed by the Visa International Operating Regulations. You must submit any Visa, MasterCard and other card transaction drafts and records to us no later than 5 calendar days or 3 banking days (whichever is earlier)(and no later than 2 business days for ElectronCards) after you complete Card transactions (unless you are entitled to any special extension of these deadlines). These are outside deadlines, and faster time frames are required to qualify for incentive programs. Unless otherwise specifically provided in this Agreement or the applicable requirements of Visa or Visa International, all provisions of this Agreement applicable to Visa Cards also will apply to Electron Cards. Electron Card transactions are permitted only in face-to-face transactions when the Card and the Cardholder are present. You must process any Electron Card transactions through an electronic data capture terminal that obtains an electronic authorization response and prints a transaction receipt. You agree to check the valid date and expiration date of each Card presented. You have a zero "floor limit", which means no Card transaction, regardless of its dollar amount, may be processed without being authorized.

For all Card transactions submitted to us:

2. Manuals/Instructions.

We will supply you with various manuals and instructions regarding chargebacks, terminal processing and other operational compliance matters (the "Manuals/Instructions"), and may from time to time otherwise advise you of requirements imposed by the Association Rules by providing you with relevant portions or summarizations thereof of the rules, regulations, releases, interpretations and other requirements of Visa, MasterCard and any other issuers of Cards you intend to accept as specified in the Application. You agree to follow the procedures in the Manuals/Instructions in connection with each Card transaction and to comply with any such requirements of the Association Rules. Unless the context clearly requires otherwise, references to this Agreement include the Manuals/Instructions and the Association Rule provisions that we advise you of. If there is any conflict between the terms of this Agreement and the Manuals/Instructions, the terms of this Agreement will govern, except to the extent the Manuals/Instructions specifically provides that a particular provision in it overrides any conflicting provision in this Agreement.

3. Additional Cards.

Our sole responsibility for transactions involving Cards issued by American Express, Diners Club/Carte Blanche, Discover Financial Services, Inc. (the issuer of Discover Cards and certain other cards), and JCB (each a "Card Issuer") and any other Cards specified in the Application, will be to provide the services which we have agreed to provide, as specified in the Application.

Except to the extent the Application specifies that we will provide settlement services for any of these additional Card transactions, we will provide authorization and/or processing services only, and all settlement and chargeback obligations and similar financial responsibilities arising from your transactions involving Cards other than Visa and MasterCard will be governed exclusively by your agreement with the respective Card Issuer and you must not seek authorization for or submit for processing or settlement any transactions involving Cards other than Visa and MasterCard unless you have in effect a valid Issuer Agreement with the applicable Card Issuer, except to the extent we have agreed to provide settlement services with respect to your JCB, Diners Club/Carte Blanche or Discover Card transactions. You must notify us immediately upon termination of any Issuer Agreement. Upon such termination, we will have no further obligation to provide any services to you for transactions involving the Cards covered by the terminated Issuer Agreement (except to the extent we have agreed to provide settlement services with respect to your JCB, Diners Club/Carte Blanche or Discover Card transactions). We do not warrant or bear any responsibility for any Card Issuer or for its performance of any obligations to you. If any Issuer Agreement requires a Card Issuer’s consent for us to perform the services contemplated by this Agreement, you are responsible for obtaining that consent.

If the Application indicates that we will provide settlement services with respect to your Diners Club/Carte Blanche Card transactions, you will not have a separate Issuer Agreement with such Issuer; instead, we will provide you with all specified services for such Card transactions solely pursuant to this Agreement (and any provisions from the Manuals/Instructions or any updates thereto). Unless we advise you otherwise, provisions that address special industries (other than the hospitality industry) and special incentive programs will not apply to JCB, Diners Club/Carte Blanche or Discover Card transactions. In addition, the following special provisions apply (notwithstanding any contrary provision in this Agreement) to your JCB or Diners Club/Carte Blanche Card transactions to be settled by us:

(a) For Diners Club/Carte Blanche:

(b) For JCB:

4. Special Services.

5. Settlement of Card Transactions.

All credits to the bank account(s) you designate for us to debit and credit for Card transactions and related amounts (the "Settlement Account"), as well as any other payments to you, are provisional and are subject to our final audit and checking. We may debit or credit your Settlement Account for any deficiencies and overages or may deduct such amounts from settlement funds due to you. . We may, within our sole discretion, delay your settlement payments for up to seven days, which period will begin after the settlement payments were received by us. In this event, you acknowledge that we will, and you expressly authorize us to, delay your settlement payments for up to seven days. This delay of your settlement funds does not preclude us from exercising our right to establish an escrow/security account or to suspend payments pursuant to Section 11 of this Agreement.

The settlement payments will begin to be credited to your Settlement Account, less any monies owed us, on the next business day following expiration of this rolling delay period. This rolling delay of the settlement payments will be ongoing and continue as long as we are providing your processing services.

This Agreement is a contract whereby we are extending financial accommodations to you within the meaning of Section 365(c) of the Bankruptcy Code. We are not liable for any delays in receipt of funds or errors in debit and credit entries caused by unaffiliated third parties including but not limited to the Associations, a clearing house or your financial institution.

6. Fees; Adjustments; Collection of Amounts Due From You.

Our fees and other charges to you for the services and any supplies we provide will be calculated pursuant to this Section and the Application or any subsequent amendment to this Agreement. We will charge you a daily fee for the services to be provided by us to you under this Agreement as stated in this Section and the Application. The discount fees shown in the Application shall be calculated based on the gross amount of all Visa and MasterCard transactions submitted to us. The fees with respect to other Card transactions shall be a percentage of the gross amount of, or a per transaction fee for all such Card transactions. Further, you shall pay, in accordance with this Agreement, all fees, cost escalations, assessments, tariffs, penalties, fines or other items that may be charged, assessed or imposed under this Agreement and/or the Association Rules. You acknowledge that the fees specified in the Application, as they may be updated or amended from time to time, are basic fees, the lowest discount fee you can achieve, and shall apply only to Card transactions which exactly meet certain processing criteria or "qualify" for basic fees according to the Association Rules. Criteria for determining qualification shall include, but not be limited to, whether a Card transaction is:

In the event that Card transactions submitted to us for processing only partially qualify or do not at all qualify for the discount rate quoted in accordance with the Application and/or the Association Rules, you may be assessed and agree to pay additional fees based on a sliding scale equal to up to 2.0% of the amount of any Card transaction, or such greater percentage as may be communicated to you by us. Also, if your average ticket size and/or annualized Bankcard volume falls below the amount shown in the Application for any 6 month period, we may adjust our fees as we deem appropriate, and you will pay us the corresponding adjustments. Pursuant to Section 18, we may amend the fees and charges for services and supplies provided under this Agreement. We also may require you to pay us any extra or special charges imposed by third parties, plus our handling charge, if any transactions processed or initiated hereunder are charged back, reversed or rejected (including chargeback fees and fines and ACH reject fees) and we may require you to pay handling fees for any supplies we provide and, if applicable, an overnight shipping fee of $25.00, or NPC’s then current rate for overnight shipping.

We may require you to pay any applicable excessive chargeback handling fees or fines imposed by the applicable Association due to your excessive chargeback volume and any other fees or fines imposed by the applicable Association for your acts or omissions. Further, we may charge you and you agree to pay us $25.00, or NPC’s then current rate, per excessive chargeback as our fee for handling excessive chargebacks. At our option, we may deduct any chargebacks, adjustments, fees, charges, obligations and other amounts you owe us pursuant to any provisions of this Agreement from any settlements due to you, or we may debit your Settlement Account for any such amounts you owe us, or we may invoice you, in which case you must pay us for the invoiced amounts within 30 days of the date of our invoice or such shorter time as may be specified.

Except for amounts we elect to collect by invoice, if there are insufficient funds available to be withheld or debited to pay amounts you owe, you must immediately reimburse us upon demand. You authorize us to debit your Settlement Account, or any other account we are otherwise authorized to debit, for any amounts due pursuant to this Agreement, or due to us or any of our affiliates for any related services.

If you believe that any adjustments should be made to your Settlement Account based on debits or credits we have made to your Settlement Account, you must notify us in writing within 45 days after the debit or credit in question was made. If you fail to notify us within such time period, we will not be responsible for investigating or effecting any required adjustments, absent our gross negligence or willful misconduct. If you notify us after such time period, we may, in our discretion, assist you in investigating whether any adjustments are appropriate and whether any amounts are due to or from other parties, but we will not have any liability to effect any such adjustments absent our gross negligence or willful misconduct. Any voluntary efforts by us to assist you in investigating such matters will not create any obligation to continue such investigation or assist with any investigation in response to any future notices of possible adjustments that are not timely submitted.

7. Chargebacks, Etc.

We may charge back to you any transaction amount (commonly referred to as "chargeback") (and you will reimburse us for any related losses we incur) for transactions settled by us when it appears that:

8. Confidentiality.

Unless you obtain consents from the applicable Associations, Card issuers and Cardholders, you must not use, disclose, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) for any purpose other than authorizing, completing and settling Card transactions and resolving any chargebacks, retrieval requests or similar issues involving Card transactions, except pursuant to a court or governmental agency request or order. You must use proper controls for secure storage of, and limit access to, and must render unreadable prior to discarding, all records containing Cardholder account numbers, Card imprints and Cardholder signatures. You must not retain or store magnetic stripe data after a transaction has been authorized. If you store any electronically-captured Cardholder signature you may reproduce such signature only upon our request. Additionally, the Association Rules require that MERCHANT comply with the Cardholder Information Security Program (CISP), to protect Cardholder information. Fines may be assessed by the Association for MERCHANT’S failure to comply with the requirements of the CISP.

9. Advertising.

You must display Visa, MasterCard and any other applicable Card Issuer decals and program marks on promotional materials we furnish, and if applicable the Electron symbol, in equal prominence and as otherwise required by Association Rules. You acknowledge that you will not acquire any right, title or interest in or to any Visa, MasterCard or other applicable Card Issuer marks by virtue of this Agreement. Further, you must not indicate that Visa, MasterCard or any other Association endorse your goods or services and must not continue using such materials after termination of this Agreement. Any use of a color reproduction, facsimile, replica or picture of an Association Card for advertising purposes other than media advertising is prohibited unless the reproduction, facsimile, replica or picture is proportionately larger or smaller in length and width by at least 10% of the standard dimensions for Association Cards.

10. Assignment.

Subject to the following provisions, this Agreement is binding upon successors and assigns and inures to the benefit of the parties and their respective permitted successors and assigns. You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. For purposes of this Agreement, any transfer of voting control of you or your parent shall be considered an assignment or transfer hereof. No assignee for the benefit of creditors, custodian, receiver, trustee in Bankruptcy, debtor in possession, sheriff or any other officer of a court, or other person charged with taking custody of your assets or business, will have any right to continue, assume or assign this Agreement. We may assign or transfer this Agreement and our rights and obligations under this Agreement and we may delegate our duties under this Agreement, in whole or in part, to any third party, without obtaining your consent.

11. Terms; Default; Escrow/Security Account.

12. Security Interest and Setoff Rights.

To secure your obligations to us and our affiliates under this Agreement and any other related agreements described below, you irrevocably grant to us a lien against and security interest in any funds pertaining to the transactions contemplated by this Agreement now in our possession or that may come into our possession, whether due or to become due to you, together with the proceeds thereof. Any such funds may be commingled with other funds, and need not be maintained in a separate account. In addition to any rights granted under applicable law and not by way of limitation of such rights, you authorize us at any time and from time to time, without notice or demand (any such notice and demand being expressly waived) to set off, to appropriate and to apply any and all such funds against and on account of your obligations (including damages and other amounts due under Section 11(e) upon premature termination) under or in connection with this Agreement and any other agreement with us or any of our affiliates for any related equipment or related services, whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. You agree to execute and deliver to us such instruments and documents we may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement.

13. Financial and Other Information.

You and your undersigned official shall provide us upon request financial statements and other information about your business and principal owner(s) and officer(s) and your compliance with the terms of this Agreement. You and your undersigned official(s) and any Guarantor(s) authorize us to obtain from third parties financial and credit information about you, your undersigned official(s) and any Guarantor(s), respectively, in connection with our determination whether to accept this Agreement and our continuing evaluation of the financial and credit status of you, your undersigned official(s) and any Guarantor(s). Upon request, you will provide to us or our representatives reasonable access to your facilities and records for the purpose of performing any inspection and/or copying of your books and/or records we deem appropriate.

You will provide us with written notice of your intent to liquidate, substantially change the basic nature of your business, transfer or sell any substantial part (25% of more) of your total assets, or change the control or ownership of your business or of any other entity that controls your business, 30 days prior to such liquidation, change, transfer or sale taking place. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against any substantial part (valued at 25% or more) of your total assets not later than 3 days after you obtain knowledge of any such judgment, writ, warrant of attachment, execution or levy.

14. Indemnification.

You agree to indemnify and hold us harmless from and against all losses, liabilities, damages and expenses (including attorneys’ and collection fees and expenses) resulting from any breach of any covenant or agreement or any misrepresentation by you under this Agreement, or arising out of your or your employees’ negligence or willful misconduct in connection with your Card transactions, or otherwise arising from your provision of goods and services to Cardholders. Further, you agree to indemnify and hold us harmless from and against all losses, liabilities, damages and expenses (including attorneys’ and collection fees and expenses) we may incur pursuant to any Association Rule resulting from your action or inaction, including but not limited to, all losses and expenses we may incur as a result of any action you institute against any Association or Card issuer following a chargeback.

We agree to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and expenses) resulting from any breach of any covenant or agreement or any misrepresentation by us under this Agreement or arising out of our or our employees’ gross negligence or willful misconduct in connection with this Agreement.

15. Performance of Duties.

No party will be liable for its failure to perform under this Agreement if such failure arises out of causes beyond the control and without the fault or negligence of such party. Such causes may include but are not limited to Acts of God, fires, wars, riots, strikes, acts, omissions or delays by an Association or other unaffiliated third parties or acts of civil or military authorities.

16. Governing Law; Miscellaneous.

This Agreement is governed by and will be construed in accordance with the laws of the Commonwealth of Kentucky, except that Section 17 shall be governed by the Federal Arbitration Act. If any part of this Agreement is not enforceable, the remaining provisions will remain valid and enforceable. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it.

17. Dispute Resolution and Arbitration.

If the parties disagree as to any matter governed by this Agreement, the parties shall promptly consult with one another in an effort to resolve the disagreement. If such effort is unsuccessful, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the right to render equitable, as well as other, awards and relief. The parties agree that the underlying agreement between the parties involves interstate commerce, and that, notwithstanding any choice of law provision in Section 16 of this Agreement, any arbitration hereunder shall be governed by the Federal Arbitration Act.

18. Amendments.

We may change this Agreement, the Manuals/Instructions, or other operating procedures by giving you at least 15 days advance notice. However, in the event of changes in the Association Rules or due to security or risk control reasons, certain changes may become effective on shorter notice. In addition, we may from time to time notify you in writing or through other means of requirements that must be satisfied to qualify for various incentive programs. Any Card sales made by you after the effective date of such change will constitute consent to the new terms.

19. Notices.

All notices hereunder (unless involving normal operational matters, including requirements for various incentive programs) must be in writing, and shall be deemed given (a) if sent by mail, on the third business day after being mailed by first-class mail to the specified address or (b) if sent by courier, when delivered, in either case, if to you at the address appearing in the Application, and if to us to National Processing Company, LLC., 1231 Durrett Lane, Louisville, Kentucky 40213, Attention: Customer Services, or to such other address as we or you may have specified in a written notice to the other.

20. Certain Rights of Visa, MasterCard and Issuers of Other Cards.

The parties acknowledge that the Visa and MasterCard Association Rules give Visa and MasterCard certain rights to investigate you and to require termination or modification of this Agreement with respect to transactions involving Visa and MasterCard Cards and the Visa and MasterCard systems. The parties also acknowledge that issuers of other Cards specified in the Application may have similar rights under their applicable Association Rules with respect to this Agreement’s applicability to transactions involving such other Cards.

21. Systems Enhancements.

If after the effective date of this Agreement, you request us to perform or provide any system enhancements, custom reports, special files, terminal applications or related service enhancements that are different from or in addition to the system, services and reports we agreed to provide to you as of the effective date of this Agreement collectively "System Enhancements," we will use reasonable efforts to provide such System Enhancements if you pay us the additional fees charged by us for such System Enhancements. Any subsequent changes that we must make in your Systems Enhancements to accommodate changes in applicable law or Card Association Rules will be at your expense.

22. Signature; General Provisions.

Your signature or a facsimile copy of your signature on the Application attached to this Agreement, and, if applicable, a Debit Card Agreement and/or Equipment Agreement serves as the signature for this Agreement. You indicate, by signing the Application or by submitting sales data, your acceptance of and agreement to the terms and conditions of this Agreement. This Agreement will become effective only if and when we note our acceptance of it or process sales data you submit.

23. Telephone and Mail Orders; Electronic Commerce; Recurring Sales or Other Preauthorized Orders or Sales.

If you accept and we authorize you to accept telephone or mail orders or electronic commerce transactions or recurring sales or other preauthorized orders or sales, each such Card transaction must be authorized regardless of the face amount, and you must write "TO," "MO," "EC," "Recurring Transaction" (for Visa and other non-MasterCard Card transactions) or "PO" (for MasterCard Card transactions) as applicable, on the signature line of the sales record in lieu of the Cardholder's signature and a Card imprint. You may require additional identification information from a Cardholder, such as a telephone number or home address, if such information is required by you to complete the transaction, i.e. for delivery of your products or services, or as otherwise required by the Association Rules. You must retain and make available to us upon our request, the Cardholder’s written request to you for preauthorization. A preauthorized order is a Cardholder's written authorization to make one or more charges to a Cardholder's Card account in the future. You assume all responsibility for identification of the Cardholder and the validity of the Card information for telephone and mail orders and electronic commerce transactions and recurring or other preauthorized sales. You must attempt to obtain the Card expiration date and forward it as part of the authorization request. For telephone and mail order and electronic commerce transactions where merchandise is to be shipped or delivered to or for the Cardholder, the shipping date should not be more than seven calendar days after the authorization is obtained, and any shipping costs not included in the authorization amount must not exceed 15% of the amount authorized. Stricter requirements than those in the preceding sentence must be satisfied to qualify for certain incentive programs.

You shall not submit for settlement any sales record resulting from a telephone or mail order or electronic commerce transaction until the merchandise is shipped or delivered to or for the Cardholder. Under no circumstances may you require that a Cardholder complete a postcard or other similar device which includes the Cardholder's account data in plain view when mailed.

You may not accept a recurring transaction from a Cardholder for the purchase of goods or services which are delivered or performed periodically unless the Cardholder completes and delivers to you a written request (and, when applicable, a written renewal request) for such goods or services to be charged to the Cardholder's account, indicating the amount of the recurring charges (unless the recurring charges are for variable amounts), the frequency of the recurring charges and the duration of time for which the Cardholder's permission is granted. If you accept any recurring transactions for variable amounts, you must comply with the following additional procedures. The form provided for Cardholders to authorize recurring transactions must allow space for the Cardholder to specify a minimum and maximum transaction amount to be charged periodically to his or her account. You must inform the Cardholder that he or she has a right to receive, at least 10 days prior to each scheduled transaction date, written notification of the amount and date of the next charge. The Cardholder may elect to receive the notice:

The Cardholder's authorization (including any renewal) must be

In addition to the above requirements for electronic commerce transactions, you must follow the following procedures for Electronic Commerce Card transactions over the Internet. The "Internet" is a vast computer network through which with the proper equipment, a person can access information and communicate with other persons or devices on-line. You acknowledge and agree that this Agreement pertains only to Electronic Commerce Card transactions that arise from a cardholder’s purchase over the Internet for Card transactions effected in U. S. dollars. All transactions must be in U.S. dollars and will be settled in U.S. dollars. Electronic Commerce Card transactions are viewed by the Associations as non face-to-face transactions and all such rules regarding non-face-to-face transactions shall apply to Electronic Commerce Card transactions, if it appears reasonably applicable to an Electronic Commerce Card transaction. In addition, you must properly identify an Electronic Commerce Card transaction in the authorization and settlement record. You agree to develop and maintain a point of presence on the Internet at your expense. Your Internet web site must contain

In addition you must disclose, at all points of Cardholder interaction (including any supplier’s internet web site, any promotions and any invoices), to the Cardholder that you, and not any supplier of goods or services, are the merchant of record and are responsible for any transaction. You must also notify the Cardholder that you are responsible for, even if you use a third party to assist you with,

The Rules also require that you post your consumer data privacy policy and method of transaction security on your Web site(s).You must display on your Internet web site the Association’s brand mark wherever you display payment options. You shall, in accordance with the Rules governing the protection of Cardholder information,

You shall be responsible for all costs of connectivity and communication between your business, the Internet and NPC. You acknowledge that we do not control or warrant your data on the Internet. You agree to utilize Secure Sockets Layer (SSL) or a secure compatible encryption method acceptable to us in providing your Electronic Commerce Card transactions to us for authorization, processing and settlement. You shall be responsible for obtaining any operational consents required of the Issuer to comply with procedures or practices contemplated by both you and us under this Agreement. You agree that your authorization request will include a request for address verification and a positive AVS response. You may not refuse to complete a Card transaction solely because a Cardholder does not possess a digital certificate. You agree to pass the Card Verification Value 2 ("CVV2") security number in the authorization message, if available. Also, you agree to identify separately any high-risk transactions you submit. The high-risk transactions include MCC 5967 – Direct Marketing – Inbound Telemarketing Merchants. If software is to be purchased by you, you shall be responsible for sublicensing fees and all other fees for software and the software program utilized by you which enables you to connect to and maintain communication between us, you and the Internet. You will at all times maintain in effect a Sublicense Agreement for any such software. You agree to use any such software and the software program properly and for the purposes for which it was intended.

24. Year 2000 Warranty.

You warrant to us that your Systems are, and at all times hereafter, will be able to accurately process date/time data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the Systems, properly exchanges date/time data with it. The Systems shall mean those hardware and software systems that are owned, licensed or leased by you or outsourced by you to third parties, including without limitation integrators, and utilized by you to engage in and perform your obligations under this Agreement. This warranty ends upon termination of your obligations under this Agreement.

1. Services Provided.

You wish to purchase from us and we wish to sell to you certain services (the "Services") necessary for the processing and settlement of your on-line debit card transactions submitted to the debit networks, which are collectively hereinafter referred to as the "Debit Networks". You represent that you have entered into a Card Processing Agreement with NPC and National City Bank of Kentucky for the processing and settlement of credit cards and off-line debit cards. The Services provided under this agreement are not available to you unless you have entered into a Card Processing Agreement with us.

You agree that during the term of this Agreement and subject to the other provisions of this Agreement, and unless otherwise specifically agreed to in writing by us, this Agreement shall be a "requirements contract," which means that we (directly or through others) shall be the sole provider of such Services.

2. Charges.

We shall charge the per transaction fees set forth on the attached Application for each debit transaction submitted to each Debit Network regardless of whether said transaction is approved, declined or determined invalid. You acknowledge that the aforesaid fees set forth on the attached Application are based upon Debit Network fees currently in effect and upon certain sponsorship arrangements made by us with a Debit Network Sponsor (Sponsor) for your sponsorship needed to participate in each applicable Debit Network. You agree that should any Debit Network or Sponsor raise or lower its interchange fees or similar charges, we shall have the right to pass on the increase or decrease in such fees or charges. You agree to pay for all Debit Network or Sponsor setup fees, chargeback fees and adjustment fees including but not limited to late fees which may be imposed by Debit Networks and Sponsors.

You agree to pay any taxes imposed on the Services furnished to you on the transactions under and subject to this Agreement and such taxes shall be added to the charges owed to us and shall be deducted from the settlement monies due to you in accordance with the Agreement terms. Any taxes so imposed shall be exclusive of the taxes based on our net income. If you process mail order, telephone order or electronic commerce transactions and you exceed $10,000 in monthly Card volume, we may, within our sole discretion, delay your settlement payments for up to seven days, which period will begin after the settlement payments were received by us. In this event, you acknowledge that we will, and you expressly authorize us to, delay your settlement payments for up to seven days. This delay of your settlement funds does not preclude us from exercising our right to establish an We shall charge you the daily/monthly fees as set forth on the Application for the Services to be provided pursuant to this Agreement and such other fees as set forth thereon and such amounts will be payable as provided for in Section 10. Said fees may be collected hereunder in accordance with the terms and provisions of this Section and Section 10 . We may require you to pay handling fees for any supplies we provide and, if applicable, an overnight shipping fee of $25.00, or NPC’s then current rate for overnight shipping.

3. Acceptance of Cards.

You will honor any valid on-line debit card properly tendered for use for on- line point-of-sale debit transactions for the Debit Networks. You shall not engage in acceptance practices or procedures that discriminate against, or discourage the use of, any debit card in favor of any other competing card brand that is also accepted. You shall not complete any point-of sale on-line debit transaction that has not been authorized. You may store and forward data for later authorization if permitted by the applicable Debit Network within the time frames and in accordance with the rules and procedures established by such Debit Network. You shall display the applicable Debit Network program marks or signs or decals at or near the point-of sale devices to inform the public that certain debit cards will be honored by you and shall not indicate, directly or indirectly, that any Debit Network endorses any goods or services other than its own services. No right, title or interest in or to the program marks has been transferred or is being transferred in this Agreement, except the non-exclusive right to use the program marks as provided in this Agreement. You shall promptly cease all use of a program's marks upon termination of your participation in the applicable Debit Network.

4. Access to the Service.

Upon this Agreement becoming effective as provided in Section 15, we shall make the Services selected by you operational and available to you upon a mutually agreed upon implementation plan. You agree to cooperate with us and provide us with all necessary information and assistance required for us to successfully make the Services operational and available to you.

5. Availability of Terminals.

You shall take all reasonable steps necessary to ensure that all point-of- sale devices and PIN (personal identification number) pads shall be available for use by the cardholders of each Debit Network to which you are being provided access for the cardholders’ on-line debit card transactions and you shall ensure that such devices and PIN pads function in a reliable manner.

6. Systems Data and Confidentiality.

a) NPC Systems.

b) MERCHANT Information.

c) Confidentiality.

d) Trade Secrets.

7. Availability of Services.

We will use reasonable efforts to cause the Services to be available to you 24 hours a day, 7 days a week, subject to scheduled maintenance and scheduled downtime.

8. Use of Services.

You assume exclusive responsibility for the consequences of any oral or written instructions you may give to us, for your failure to properly access the Services in the manner prescribed by us, and for your failure to supply accurate input information. You shall be responsible for auditing, balancing, verifying and reconciling any out-of-balance condition, and for notifying us of any errors in the foregoing after receipt of the applicable report from us. You will reject all incorrect reports or output within two (2) Business Days after receipt of daily reports or output, within five (5) Business Days after receipt of annual, quarterly or monthly reports or output, and within three (3) Business Days after receipt of all other reports or output.

You will be responsible for the quality and accuracy of all data provided to us. We may, at our option, return to you for correction before processing any data submitted by you which is incorrect, illegible or otherwise not in proper form. If you do not provide your data to us in accordance with our specified format and schedule, we will use reasonable efforts to reschedule and process the data

You will comply with all operating instructions which are issued by us from time to time. Except as otherwise provided in this Agreement, you will be responsible for the supervision, management and control of your use of the NPC Systems, including without limitation

You agree that you will use the Services in accordance with such reasonable rules as may be established by us from time to time as set forth in any materials furnished by us to you. You agree that, except as otherwise contemplated herein or otherwise permitted by us, you will use the Services only for your own internal and proper business purposes and will not resell, directly or indirectly, any of the Services or any portion thereof to any third party.

9. Access to Debit Networks.

You shall sign appropriate agreements with each applicable Debit Network and/or Sponsor and agree to comply with the rules, regulations, procedures and other membership duties and obligations of the Debit Networks (the "Debit Network Rules") as from time to time in effect, which are applicable to you. Any penalties incurred by us or you for your failure to comply with Debit Network Rules will be your responsibility.

We may, upon receipt of verbal or written instructions from any Debit Network or Sponsor to which we are providing access hereunder, immediately cease to provide to you, including your clients, access to such Debit Network. We shall use reasonable efforts to promptly notify you of such interruption in Debit Network access.

10. Settlement of Debit Card Transactions.

After receiving the applicable settlement files from the applicable Debit Network, we will transfer settlement funds to you with respect to your on-line debit card transactions processed by us by initiating a transfer of applicable settlement funds received from the Debit Networks through the Automated Clearing House ("ACH") to your Settlement Account (defined below); this will generally occur the second banking day after we process the applicable transactions. You will designate an account at a depository institution within the United States of America as the account to be debited and credited for card transactions, fees and chargebacks (the "Settlement Account").

All settlements to you for on-line debit card transactions will be based upon gross sales, less credits/refunds, adjustments, per transaction fees when due, chargebacks, and any other amounts then due from you to us. All deposits to your Settlement Account or other payments to you are subject to NPC's final audit and checking, and you agree that NPC, upon notice to you, may charge or credit your account for any deficiencies and overages or may deduct such amounts from settlement funds due to you.

We may, within our sole discretion, delay your settlement payments for up to seven days, which period will begin after the settlement payments were received by us. In this event, you acknowledge that we will, and you expressly authorize us to, delay your settlement payments for up to seven days. This delay of your settlement funds does not preclude us from exercising our right to establish an escrow/security account or to suspend payments pursuant to Section 15 of this Agreement. The settlement payments will begin to be credited to your Settlement Account, less any monies owed us, on the next business day following expiration of this rolling delay period. This rolling delay of the settlement payments will be ongoing and continue as long as we are providing your processing services.

We shall not have any responsibility to settle your transactions involving Cards other than on-line debit cards under this Agreement.

We will not be liable for any delays in receipt of funds, failure to receive funds, or errors in debit and credit entries caused by third parties including but not limited to the Debit Networks or your financial institution. In the event there are insufficient funds in your Settlement Account to pay any monies owed to us, you agree to immediately reimburse us for these monies upon demand, or at our option, we may deduct monies owed from any settlements due to you.

11. Chargebacks/Adjustments.

You specifically agree that we may charge back to you any transaction amount (commonly referred to as a "chargeback") for the reasons stated and within the time frames permitted by the then current Debit Network Rules or pursuant to applicable law. You agree that we may also chargeback any other transaction amount which is settled by us pursuant to this Agreement if such chargeback/adjustment is permissible under the applicable Debit Network Rules in effect at the time of or subsequent to the execution of this Agreement.

12. Laws and Governmental Regulations.

Each party to this Agreement shall comply with all applicable laws and governmental regulations in the performance of its respective responsibilities and obligations hereunder.

If providing any of the Services to you hereunder violates, or in our reasonable opinion is likely to violate, any applicable laws or governmental regulations, or should we receive instructions from a governmental agency having authority over your business instructing us to cease providing any or all of the Services, or should you cease operations, then we may, upon oral notice to you, immediately cease providing the affected Services to you.

This Debit Card Agreement is governed by and will be construed in accordance with the laws of the Commonwealth of Kentucky.

13. Limitation of Liability – Indemnification. Notwithstanding any other provisions in this Agreement, the following shall apply:

14. Termination Provisions.

15. Escrow Account.

You agree that after any termination of this Agreement, you shall continue to bear total responsibility for any and all chargebacks and adjustments resulting from transactions processed pursuant to this Agreement. For a period of 280 days after termination, you shall maintain an escrow account with us in an amount equal to the preceding 270 days of your chargeback and adjustment dollar volume (or, if this Agreement has been in effect less than 270 days, an amount equal to 9 times your average monthly chargeback and adjustment dollar volume during the term of this Agreement). The requirement to maintain an escrow account shall not limit our right to debit or withhold ongoing settlement payments for chargebacks, potential chargebacks and adjustments. Escrowed funds may be used to settle chargebacks and adjustments (whether arising before, on or after termination) whenever there are not sufficient settlement funds due to you to cover such chargebacks and adjustments. We will refund any monies remaining is such escrow account to you no later than 280 days after termination of this Agreement, and will provide you with an accounting of any sums debited or credited from or to such account. If the escrow account is not sufficient to cover the chargebacks and adjustments due from you pursuant to this Agreement, or if the escrowed funds have been released, you agree to promptly pay us such sums upon request.

16. Term.

You indicate, by signing the Application or by submitting Card transactions, your acceptance of and agreement to the terms and conditions of this Agreement. This Agreement is effective only

Unless otherwise agreed by the parties. the initial term ("Initial Term") of this Agreement is three (3) years. Thereafter, this Agreement will automatically renew for successive one-year terms (the "Renewal Terms") unless either party gives the other party written notice at least ninety (90) days prior to the expiration date of the Initial Term or the Renewal Term then in effect that the Agreement will not be renewed beyond such term.

17. Miscellaneous.

18. Termination by Debit Networks.

The parties acknowledge that the Debit Network Rules give the Debit Networks certain rights to terminate or limit this Agreement with respect to transactions involving on-line debit cards.

19. Entire Agreement.

This Agreement, the Application and all attached Schedules constitute the entire agreement between you and us with respect to the subject matter of this Agreement. There are no understandings or agreements relative to this Agreement which are not fully expressed herein and no change, waiver or discharge of this Agreement will be valid unless in writing and executed by the party against whom such change, waiver or discharge is sought to be enforced. This Agreement may be amended only by an amendment in writing, signed by the parties.

20. Signature; General Provisions.

Your signature on the Application attached to this Agreement and the Card Processing Agreement that is related to this Debit Card Agreement also serves as the signature for this Debit Card Agreement.

21. Dispute Resolution and Arbitration.

If the parties disagree as to any matter governed by this Agreement, the parties shall promptly consult with one another in an effort to resolve the disagreement. If such effort is unsuccessful, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the right to render equitable, as well as other, awards and relief. The parties agree that the underlying agreement between the parties involves interstate commerce, and that, notwithstanding any choice of law provision in Section 12 of this Agreement, any arbitration hereunder shall be governed by the Federal Arbitration Act.

This Equipment Agreement ("Agreement") is being entered into by and between National Processing Company, LLC. ("NPC"), an Ohio Limited Liability company and the Merchant identified on the attached Application (which is incorporated herein and constitutes a part of this Agreement as if fully set forth herein and which is hereafter referred to as the "Application"). In this Agreement, the words "you" and "your" mean the Merchant and the word "we", "our" and "us" refer to NPC. This Agreement governs the sale of certain terminals, printers, and other equipment identified in the Application (the "Equipment"). All references to the Application in this Agreement mean both the Application attached to this Agreement when it is first executed by you and us and any supplemental versions of the Application mutually agreed upon when you open additional locations or when you otherwise request additional or different equipment. THE EQUIPMENT IS NOT BEING SOLD TO YOU FOR HOME OR PERSONAL USE. In this Agreement, Equipment refers to any electronic terminal, electronic printer or other electronic peripheral equipment identified on the Application.

Whereas: Option 1: You desire to purchase certain Equipment directly from us in consideration of the payment of a purchase price by you to us; or

Whereas: Option 2: You desire to purchase certain Equipment through a person or persons other than us who have procured said Equipment from us, payment for which shall be made by you to said other person or persons.

1. Applicability of Agreement Terms

In the event of Option 1 above, you and we agree that all terms and conditions of this Agreement shall apply.

In the event of Option 2 above, you and we agree that only the terms and conditions set forth in Sections 3, 5, 9, 10-13, and 16-20 of this Agreement shall apply.

2. Purchased Equipment; Supplies.

We will sell to you, and you will buy from us the Equipment identified in the Equipment Schedule as being purchased by you (the "Purchased Equipment"), free and clear of all liens and encumbrances (subject to Section 7), except that any "Software" (as defined in Section 8 below) will not be sold to you outright but instead will be provided to you pursuant to, and subject to the conditions of Section 8 hereof. We will also sell to you and you will buy from us the supplies identified in the Application as requested by you from time to time.

3. Site Preparation.

You will prepare the installation site or sites for the Equipment, including but not limited to the power supply circuits and phone lines, in conformance with the manufacturer’s and our specifications and will make the site or sites available to us by the confirmed shipping date.

4. Payment of Amounts Due.

5. Use of Equipment.

(a) You shall cause the Equipment to be operated by competent and qualified personnel in accordance with any operating instructions furnished by us or the manufacturer and in connection with the services provided under your Card Processing Agreement. You shall not use the Equipment, or permit the Equipment to be used, in any manner or for any purpose for which the Equipment is not designed or reasonably suited.

(b) You shall comply with all governmental laws, rules and regulations relating to the use of the Equipment. You are also responsible for obtaining all legally required permits for the Equipment.

(c) After delivery of the equipment any loss, destruction, theft of or damage to the Equipment which occurs thereafter shall not relieve you from your obligation to pay the full purchase price payable hereunder.

(d) You shall not move the Equipment from the installation location set forth in the Application for any reason or use whatsoever without our prior written consent.

(e) Notwithstanding anything in this Agreement to the contrary, you shall be solely responsible for properly maintaining all Equipment and meeting all technical standards required by this Agreement. You shall at all times insure that all point-of-sale Equipment shall display, print and report your name, city, state and the transaction date on all transaction receipts, as penalties may be assessed against you for transactions that are inaccurately transcribed.

6. Ownership & Protection of Equipment

During the period of time when any charges, taxes or fees for or on Equipment shall be due us, and until such time as all charges, taxes and fees due shall have been received by us, it is expressly understood and agreed by you that:

7. Security Interest; Financing Statements.

You hereby grant to us a security interest in all Purchased Equipment and the related Software to secure payment of the purchase price thereof in accordance with the Uniform Commercial Code.

8. Software License.

Anything in this Agreement to the contrary notwithstanding, we retain all ownership and copyright interest in and to all software, computer programs, related documentation, technology, know how and processes embodied in or provided in connection with the Equipment (collectively, "Software"), and you shall have only a nonexclusive license to use the Software in the operation of the Equipment. You shall not reverse engineer, disassemble or decompile the Software. You shall not give any third party access to the Software without our prior written consent. Your obligations under this Section 8 shall survive the termination of this Agreement.

9. Limited Warranty; Maintenance.

Equipment provided to you by us hereunder shall be free from defects in material or workmanship at the initial date of shipment to you and, if covered by any applicable warranty, shall be repaired or replaced by us free of charge within thirty (30) days therefrom. We shall take appropriate steps, to the extent permitted, to assign to you any and all warranties provided by the manufacturer of the Purchased Equipment, but we shall not provide any warranty with respect to the Purchased Equipment.

Equipment provided to you by us hereunder shall conform to applicable specifications for the period of time specified in, and be covered by the warranty provided in, the written materials accompanying each component of Equipment, copies of which materials will be provided to you upon delivery of the specified Equipment. The exact term, conditions and coverage of each warranty will vary for each component of Equipment in accordance with such written materials. The cost incurred by you, if any, to repair or replace Equipment will be determined by us based upon the specific provisions of the warranty applicable thereto as set forth in such written materials, our applicable repair and replacement policy and the date you request such repair or replacement relative to the initial date of shipment by us.

The warranty statement in the written materials provided to you with respect to the Equipment describes the following in explicit detail, but in general, such warranty shall be voided if there is: (1) alteration, installation, repair or maintenance of the Equipment performed by persons not authorized by us; (2) connection of any device to Equipment or peripherals not certified for use with the Equipment; (3) operation of the Equipment outside the published specifications; (4) negligence by you or any other person with respect to the Equipment; or (5) alteration of Equipment serial number(s).

The warranty statement in such written materials also describes the following in explicit detail, but in general, such warranty does not cover: (1) misuse, neglect or abuse of the Equipment; (2) labor involved in the removal/reinstallation of warranted Equipment or parts on site; (3) damage or malfunction as a result of acts of nature; or (4) operating supplies, including paper, ribbons, accessories and chargeable batteries.

You expressly understand and agree that, except as set forth above, we make no warranties whatsoever, express or implied, relative to the Equipment, including, without limitation, any warranties of merchantability or fitness for any particular purpose, and you hereby expressly waive and release us from any and all warranties with respect to the Equipment, other than those specifically set forth in this Agreement.

You further expressly understand and agree that our sole liability and your sole remedy, whether in contract, tort or otherwise, with respect to any Equipment provided to you under this Agreement shall be limited to the repair or replacement of defective or faulty Equipment in accordance with the terms of this Agreement, and we shall not be liable for indirect or consequential damages, or damages resulting from the loss of use, data or profits, arising out of or in connection with the use of, or the inability to use, the Equipment, and you hereby expressly releases us from any and all liability with respect to the Equipment, other than as expressly set forth above.

WE DISCLAIM ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND THE SOFTWARE, INCLUDING AS TO ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATIONS OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Return, Repair & Replacement of Equipment

We will assist you in obtaining repairs and replacements of any Equipment, which is malfunctioning and which cannot be made to work properly via telephone assistance provided to you by our technical support staff.

The decision to repair or replace Equipment shall be at our sole discretion, and such repair or replacement shall be made by a facility designated by us. We reserve the right to charge for or to refuse repairs or replacements of Equipment more than thirty (30) days after the initial date of shipment to you or which is not procured through us.

In the event that we have approved repair or replacement of specific Equipment, you shall be solely responsible for properly packaging and promptly returning the defective Equipment to our designated facility, freight and insurance prepaid. In the event replacement Equipment is sent to you and you in turn fail or refuse to return the defective Equipment within thirty (30) days thereafter, we shall charge the Settlement Account for the reasonable fair market value of such replacement Equipment, as determined at our sole discretion. If you shall then afterward properly return said defective Equipment, we, upon verification of receipt, shall credit you any amount so charged, less a handling fee for your failure to return the defective Equipment in a timely manner.

You shall be liable and shall pay for all non-warranty repairs, as well as all return shipping and handling fees. In the event of a valid warranty claim under Option 1 or 2 herein, you shall be responsible for the cost of returning defective Equipment to our designated facility as prescribed in this Agreement, plus all repair and replacement costs, unless such return is made within thirty (30) days of the initial shipment of such Equipment to you by us, in which case, you shall be responsible only for such return costs.

11. Limitation on Liability.

Our liability arising out of or in any way connected with this Agreement shall not exceed the purchase price paid to us for the particular Equipment involved. In no event shall we be liable for any indirect, incidental, special or consequential damages. The remedies available to you under this Agreement will be your sole and exclusive remedies.

You warrant that you have chosen the Equipment provided under this Agreement based on your own analysis and evaluation and expressly disclaim any reliance upon statements or representations by us or others.

12. Indemnification.

You shall indemnify and hold us harmless from and against any and all losses, liabilities, damages and expenses (including attorneys’ fees) resulting from (a) the purchase, delivery, installation, acceptance, rejection, ownership, leasing, possession, use, operation, condition, liens against, or return of the Equipment or (b) any breach by you of any of your obligations hereunder, except to the extent any losses, liabilities, damages and expenses result from our gross negligence or willful misconduct. This indemnity shall survive the termination of this Agreement.

You agree to indemnify and hold us harmless from any and all liability for any claims, actions, proceedings, expenses, damages or liabilities, including attorney's fees, arising as a result of your selection or use of the Equipment provided under this Agreement.

13. Effective Date and Term of Agreement.

This Agreement shall become effective on the earlier of the date this Agreement is fully executed by you and us or the first date you are deemed to have accepted any piece of Equipment covered by this Agreement. This Agreement will remain in effect until all of your obligations and all of our obligations under this Agreement have been satisfied. We will deliver the Equipment to the site or sites designated in the Application. You shall be deemed to have accepted each piece of Equipment upon delivery. The provisions of this Agreement shall survive the termination or expiration of the Card Processing Agreement, unless this Agreement terminates or expires before the Card Processing Agreement.

14. Default; Remedies.

15. Sales Taxes, Installation & De-installation, Etc.

You agree to pay any sales taxes imposed on the transactions contemplated by this Agreement, as well as any costs associated with the installation and de- installation of the Equipment, during the term of this Agreement and authorize us, or our assigns, to increase the amount of your preauthorized payment to reflect any and all increases in all applicable taxes, or other taxes imposed on the transactions, contemplated by this Agreement.

16. Assignment.

Subject to the following provisions, this Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. For purposes of this Agreement, any transfer of voting control of you or your parent shall be considered an assignment or transfer hereof. We may assign or transfer this Agreement and our rights and obligations hereunder, in whole or in part, to any third party without the necessity of obtaining your consent. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff or any other officer of a court, or other person charged with taking custody of a party’s assets or business, shall have any right to continue or to assume or to assign this Agreement.

17. Governing Law; Miscellaneous.

This Agreement is being entered into in connection with the Card Processing Agreement and is also governed by and will be construed in accordance with the laws of the State of Kentucky, except that Section 18 shall be governed by the Federal Arbitration Act. If any part of this Agreement is not enforceable, the remaining provisions will remain valid and enforceable. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it.

18. Dispute Resolution and Arbitration.

If the parties disagree as to any matter governed by this Agreement, the parties shall promptly consult with one another in an effort to resolve the disagreement. If such effort is unsuccessful, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the right to render equitable, as well as other, awards and relief. The parties agree that the underlying agreement between the parties involves interstate commerce, and that, notwithstanding any choice of law provision in Section 15 of this Agreement, any arbitration hereunder shall be governed by the Federal Arbitration Act.

19. Notices.

All notices hereunder (unless involving normal operational matters) must be in writing, and shall be given (a) if sent by mail, when received, and (b) if sent by courier, when delivered: if to you at the address appearing in the Application, and if to us at 1231 Durrett Lane, Louisville, Kentucky 40213 to the attention of: Bankcard Product Manager.

20. Entire Agreement.

This Agreement and the Application together constitute the entire agreement between the parties with respect to the subject matter, supersedes any previous agreements and understandings and can be changed only by a written agreement signed by all parties.

Wordstock Mer Serv Agmt Agreement – (8-17-01)

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