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2018-495-E Health - Trust Commerce credit card processing
DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 TRUSTCOMMERCEm Client Services Agreement SAFEGUARDING DATA. POWERING PAYMENTS. TC CSA 2017 09 This Client Services Agreement and all Exhibits and Addenda attached hereto (collectively "Agreement ") is made this day August 16, 2018 ( "Effective Date ") and entered into by and between TCPP, LLC DBA TrustCommerce ( "Company "), having its principal place of business at 1 MacArthur Place, Suite 400, Santa Ana, CA 92707 -5927, and Orange County, a political subdivision of the State of North Carolina, on behalf of its Orange County Health Department ( "Client "), having its principal place of business at 300 West Tryon Street, Hillsborough, NC 27278 (collectively hereinafter referred to as "the Parties "). By signing this Agreement, the Parties agree to be bound by all of the terms and conditions set forth below. Client's use of Company's various services is conditioned upon Client's acceptance of these terms and conditions and its accurate provision of any and all information necessary for Company to provide the services described herein: 1. TERM The term of this Agreement ( "Term ") shall be for thirty -six (36) months from the Effective Date. Unless terminated, this Agreement will thereafter automatically renew for successive terms of twelve (12) months unless either party gives the other party written notice of its intention not to renew the Agreement at least ninety (90) days prior to the end of the then current Term. 2. FEES (a) Applicable fees and payment methods are described in "Quotation of Fees" attached hereto as "Exhibit 1" for each individual service. All fees will be invoiced by Company to Client monthly and all fees are due and payable within thirty (30) days of receipt of invoice. (b) All setup or one -time fees will be invoiced upon Client's execution of this Agreement. Company will not commence to provide any services hereunder until such payment is received. (c) All sums due, payable and unpaid for over thirty (30) days shall incur a late fee of 1.5% per month or the maximum amount allowed by law, whichever is less. 3. DEFINITIONS "TC Services" means secure payment processing services specific to those services identified within the "Quotation of Fees" attached hereto as "Exhibit 1" and as described in Section 4 below. "TC Server" means servers operated by or for Company that communicate with Client's servers to permit access to the electronic credit card payment services offered by Company. "Control Panel" means an interface provided by Company to Client that enables Client to access and manage transactions displayed on a website via a web browser. "Payment Messages" means messages that relate to credit card transactions, including, but not limited to, the terms "authorization," "capture," "void," "credit," "decline," "failed," "did not respond," "reversal," "post- authorization capture," and "successful settlement request ". "Processor" means any payment processing entity including, without limitation, banks, other financial institutions and credit reporting services with which Client has entered into a business relationship, pursuant to which such entity agrees to accept Payment Messages from Company, provide credit authorization services and process payment card transactions for Client. "TC Communicator" means the software, rules and methodology developed by Company to be used by Client to connect Client's website to the TC Server to enable transmission of transaction data between Client and the TC Server. 4. DESCRIPTION OF TC SERVICES TO BE PROVIDED Company will transport data submitted by Client to Client's Processor for authorization and, if appropriate, for settlement. Based on the submitted data, Company will receive and transport Processor's responses to Client. Company will also provide access to the Control Panel via a web browser for the purposes of reporting, managing and reconciling transactions. Company will also provide Client with the TC Communicator, which includes documentation and sample scripts necessary for Client to develop and test the necessary communications module. This module will enable Client's website and other systems to communicate with the TC Server. TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: Tel 800.915.1680 Fax 949.266.0359 P a g e l Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 1W�'�f TRU aT [`]l�r+iMERCEm SAFEGUARDING DATA_ POWERING PAYMENTS. Client Services Agreement TC CSA 2017 09 5. RESPONSIBILITIES OF COMPANY Company will be responsible for the following: (a) Providing Client with access to TC Services pursuant to the terms and conditions of this Agreement. Company may modify TC Services in its sole discretion provided, however, that Company notifies Client of any modifications which would materially affect Client's use of TC Services. Company will engage in commercially reasonable efforts to provide Client with advance notice of any planned system shutdowns or outages or other events which Company believes are likely to interrupt Client's access to TC Services. Modifications to the systems are considered critical to Company in improving its systems performance, response, and security to the benefit of its entire client base. Company may, in its sole discretion, subcontract with third -party vendors to provide all or a part of TC Services. (b) As to TC Services, implementing and maintaining security systems consisting of encryption and "firewall" technologies to enable the secure transmission of data. Company may from time to time, in its sole discretion, modify or upgrade such security systems to maintain or enhance the level of security provided for the transmission of data. This does not exclude or limit the responsibility of Client in any way as to the security required to be maintained over their systems and data transmission. (c) Providing uninterrupted service to Client, subject to scheduled maintenance. Company reserves the right to interrupt service to perform routine scheduled maintenance. Company will notify Client of scheduled interruptions at least twenty -four (24) hours in advance via email and will take appropriate measures to ensure that back -up systems are in place so as to minimize the effect of maintenance updates on Client. In the event of unforeseen network and /or equipment failure, Company will use best efforts to expeditiously repair and /or restore TC Services. (d) Using commercially reasonable efforts to establish and maintain an appropriate connection between the TC Server and Client's authorized Processor(s) ( "Connection "), as properly identified by Client pursuant to the Responsibilities of Client section below. In the event of an interruption in the Connection or TC Services that is within Company's control, Company will use commercially reasonable efforts to restore the Connection and /or TC Services as promptly as possible. (e) Providing Client with access to the Control Panel, which reports specific details concerning Client's transactions and provides certain reporting tools of assistance to Client in its accounting activities. Company will restrict access to the Control Panel to Client, Company, and any third party to whom the Parties may agree to permit access by using a password protection mechanism. Company will retain transaction details concerning Client's transactions on the Control Panel for at least twelve (12) months following the date on which the data relating to the said transactions was first received by Company. (f) Retaining Client data in accordance with Company's Data Retention Policy, which is attached hereto as "Exhibit 3" and may be found on the Company TC Vault° website: https: / /vault.trustcommerce.com > Account Information > Terms and Policies > Policies. (g) Using commercially reasonable efforts to meet minimum service levels in accordance with Company's TC Support Overview & Service Level Objectives document which is attached hereto as "Exhibit 4" and may be found on the Company TC Vault° website: https: / /vault.trustcommerce.com > Account Information > Terms and Policies > Policies. (h) Maintaining all applicable PCI DSS requirements to the extent Company possesses, stores, or transmits the Client's customer's cardholder data or sensitive authentication data on behalf of a customer. Company takes no responsibility for the security of Client's customer cardholder data prior to the delivery of such data to Company, or upon transmission of the data to another third party, at the direction of Client. 6. RESPONSIBILITIES OF CLIENT Client will be responsible for the following: (a) Establishing, maintaining and providing the necessary security over its systems that integrate or communicate with Company's systems including but not limited to website(s), retail stores and call centers. Client is fully responsible for all goods or services offered for sale by it and for anyone to whom it provides access to Company's services including any advertising for such goods or services regardless of the medium. Client is also fully liable for any promotions, whether appearing on Client's website or otherwise, proffered or offered by Client directly or indirectly in reference to any of Client's offerings. Client hereby certifies to Company that Client is the owner of and /or has the legal right and authority to use, utilize and /or disseminate all information, TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: Tel 800.915.1680 Fax 949.266.0359 P a g e 1 2 Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 TRUST COMMERCE" SAFEGUARDING DATA. POWERING PAYMENTS.. Client Services Agreement TC CSA 2017 09 data, graphics, text, video, music or intellectual property which either form a part of Client's website, are in any way or manner incorporated into Client's website, are provided by Client to its customers or those accessing Client's website or are otherwise used or utilized by Client in its advertising or promotion through any medium available. (b) Establishing and maintaining appropriate and necessary integration between Client's systems and TC Services including, but not limited to, delivering the required data to Company's server(s) and ensuring that the data to be transmitted in conjunction with TC Services is accurate and in the format required by Company. (c) Client acknowledges that the integration and development described in this Section may require Client or Client's Internet service provider ( "ISP ") to use the services of a third party such as a web developer. Client hereby authorizes Company to work with Client's designated third party to implement TC Services contracted for under this Agreement. (d) Establishing and maintaining (i) an appropriate merchant account with a bank and (ii) a relationship with one or more Processor(s) that is compatible with the TC Server. (e) Supplying Company with identification and account information sufficient to enable Company to establish and maintain a connection to the Processor(s). (f) Establishing and implementing a connection to the TC Server. Client is solely responsible for testing this connection and ensuring that its system is generating correct Payment Messages and receiving correct responses. When Client is satisfied that its testing is complete and successful, it must notify Company in writing or by email of its request to initiate TC Services. (g) Managing its business and the transactions resulting from that business including, but not limited to, all business involving its merchant account, customer support, reconciliation of its merchant account, and processing of its charge backs, returns and all other transaction types. (h) Ensuring that it is in compliance with the terms and conditions of Client's bankcard agreement issued by Client's bank or other financial institution. (i) Ensuring that it is in compliance with all state, federal and local laws, rules, regulations and mandates in regards to additional transaction fees charged by Client, other than those associated with the cost of goods or services, including but not limited to convenience fees and surcharges. Additionally, Client will be responsible for ensuring that it is in compliance with all brand, processor, acquirer and partner mandates and prohibitions in regards to any additional transaction fees charged by Client as specified above. Whereas Company extends general payment acceptance interfaces available, it does not necessarily enforce all applicable laws, rules, regulations and mandates that govern the industry. As such, it remains the responsibility of Client to comply with said laws, rules, regulations and mandates. (j) Client acknowledges that they are solely responsible for the maintenance and security over its systems including any PCI data maintained or passed by its systems to Company's systems. (k) If Client is provided an encryption key, Client agrees that the key is to be treated as Confidential Information and agrees that Company is the sole owner of the encryption key. Passing the encryption key on to third parties is strictly forbidden. Client agrees to be in compliance with the audit specifications established by the American National Standards Institute's (ANSI) Technical Report 39 (TR -39) and PCI PIN Transaction Security (PTS) standards to protect the encryption key, and will not use the encryption key unless such standards are in place. Client is not permitted in any way to decompile, reverse engineer, or segregate out any component of the encryption key, nor make such encryption key accessible to third parties other than as provided for in a Licensing Agreement signed by both Parties. Client is not allowed to install by way of injection the encryption key to any POS Devices without Company's express written consent. (1) Client represents and warrants that Client will only provide the following data to Company: payor /cardholder name; transaction (order) ID; credit card number; credit card expiration date; checking account number (if applicable) and transaction dollar amount. Company does not require any additional data to process a payment transaction. In the event Client provides any unauthorized data, including any protected health information (PHI), Client agrees to be responsible for any damages to Company resulting from any claims, demands, liabilities, fines or penalties imposed on Company due to the provision of unauthorized data. TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: Tel 800.915.1680 Fax 949.266.0359 P a g e 1 3 Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 i RU i OMMIERCEm SAFEGUARDING DATA. POWERING PAYMENTS. Client Services Agreement TC CSA 2017 09 (m) Client represents and warrants that they will only enter and /or transmit Primary Account Number (PAN) data to the appropriate fields as represented within the TrustCommerce guides and specifications. Company expressly precludes the entry and /or transmission of any PAN data, encrypted or not, in any field not designated for such information by Client. Client agrees to be responsible for any damages to Company resulting from any claims, demands, liabilities, fine or penalties imposed on Company due to such entry and transmission. 7. LIMITATIONS (a) Client acknowledges that Company is responsible only for providing Client with data transmission and is in no manner responsible for the results of any credit inquiry, the operation of Client's website(s) or systems, or the actions or inaction of any third party or entity, including but not limited to any bank, processor, financial institution or network, telecommunications carrier, third -party software developer or ISP. (b) Company will use best efforts to provide the highest industry level security for TC Services. Company, however, does not guarantee the security of TC Services, and Client acknowledges and agrees that Company shall not be responsible in the event of any infiltration of its security systems. (c) Client acknowledges that in providing TC Services, Company will necessarily rely upon information, instructions and services it obtains from Client, its employees, agents, financial and credit institutions, and other third parties. Client fully assumes any and all risk associated with errors in the substance and /or transmission of such information, instructions and services, provided that Company has accurately transmitted data and /or complied with authorized instructions in providing TC Services. (d) Client acknowledges and agrees that the terms and conditions of its relationship with its Processor(s) and financial institution(s) will be determined solely by Client and those entities, and will not necessarily reflect or incorporate terms that Company may have separately and independently negotiated with the Processor(s) or financial institution(s) including, without limitation, any inter -bank exchange rates or fees charged by the Processor(s) or financial institution(s). (e) Client acknowledges that under the terms of this Agreement Client will be granted access to utilize Company's gateway processing software and all other technologies required to support the transactions conducted with Company's software. This software, the user interface, technologies, methodology and all associated intellectual property are exclusively the property of Company. Client has no rights or interests in Company's software. Upon termination of this Agreement, any intellectual property acquired by Client as a result of their relationship under this Agreement will be returned to Company or destroyed, to the extent permitted by North Carolina law. (f) Client acknowledges that Company is solely providing a hosted payment processing solution, and all representations and warranties made by Company are in relation to the performance of that solution, and not the validity of the data and transactions that Client may process through this solution. Other than those expressed warranties contained herein, Company makes no representations and warranties regarding Client's use of TC Services and Client's compliance with: Federal, State and Local laws and regulations; Government Agency rules and regulations including those enforced by, but not limited to, the Federal Trade Commission, U.S. Department of Health and Human Services and the Department of Justice; any bank regulations, card issuing organizations, brand, processor, acquirer and partner mandates; and those specific transactional terms agreed to by the card holder and Client authorizing the charge against Client's customer account. Client further acknowledges that Company assumes no responsibility for the validity of the data and transactions. Client agrees to be responsible for damages to Company resulting from Client's misuse of the payment processing solution. 8. WARRANTY LIMITATIONS COMPANY DOES NOT PROVIDE ANY GOODS UNDER THIS AGREEMENT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ALL SERVICES AND OBLIGATIONS PROVIDED HEREUNDER, AND ALL SUCH WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. CLIENT ACKNOWLEDGES THAT COMPANY HAS NOT REPRESENTED OR WARRANTED THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY. CLIENT MAY NOT RELY UPON ANY ORAL REPRESENTATION AND /OR WARRANTY MADE CONCERNING THE SERVICES. TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: Tel 800.915.1680 Fax 949.266.0359 P a g e 14 Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 ' TRUSTCOMMERCEm Client Services Agreement SAFEGUARDING DATA_ POWERING PAYMENTS. TC CSA 2017 09 9. INDEMNIFICATION To the extent permitted by law, Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, agents, employees and other representatives from and against any and all claims, losses, demands, liabilities, damages, costs, expenses, fines, penalties or other liabilities (including, without limitation, attorneys' fees of third parties) resulting from or in connection with this Agreement, and any results caused by the acts, omissions or negligence of the party, its subcontractors, agents, employees, or directors, or any of them, including, but not limited to, claims of third parties arising out of or resulting from, or in any manner in connection with, the party's products or services, messages, programs, third -party contracts, promotions, advertising, infringement or any claim for defamation, or for violations of copyrights, patents, trademarks, service marks or other intellectual property rights. Company agrees to defend Client from and against any third party claims alleging that the Software furnished and used within the scope of this Agreement infringe or misappropriate a United States patent issued as of the date hereof, copyright, United States trademark or trade secret and will pay all final judgments awarded or settlements entered into on such claims. The foregoing indemnity obligation shall not extend to any claims of infringement arising out of or related to (i) a modification of the Software by anyone other than Company or its duly authorized agents; (ii) the incorporation into a Product of any information provided by or requested by Client; (iii) a combination of the Software with any third party software or equipment where the infringement or misappropriation would not exist without such combination; or (iv) the use of a version of the Software other than the then - current version if infringement would have been avoided by using of the then - current version. In the event the Software is held or believed by Company to infringe, Company may, at its sole option and expense, elect to (a) modify the Software so that they are non - infringing; (b) replace the Software with non - infringing Software which are functionally equivalent; (c) obtain a license for Client to continue to use the Software as provided hereunder; or if none of the (a), (b), or (c) is commercially reasonable, then (d) terminate the license for the infringing Software and refund the fees paid for those Software. This Section states Company's entire liability and Client's sole and exclusive remedy for any infringement, misappropriation or other claims arising out of the actual or alleged violation of third party intellectual property rights of any kind. Company's indemnification obligations under this Section are conditioned upon Client (a) giving prompt notice of the claim to Company; (b) granting sole control of the defense and settlement of the claim or action to Company; and (c) providing reasonable cooperation to Company and, at Company's request and expense, assistance in the defense or settlement of the claim. 10. LIMITATION OF LIABILITY Company assumes no liability for disruptions in TC Services including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, extreme terrorism, or severe weather conditions or any other causes in the nature of "Acts of God" or force majeure. Company shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances. In no case shall Client be entitled to recover damages from Company exceeding the sum of the service fees retained by Company under this Agreement during the twelve (12) months prior to the event giving rise to the claim for damages. 11. INSURANCE Company will carry and maintain at its own expense commercially reasonable insurance including but not limited to comprehensive general liability with limits not less than $1,000,000 each occurrence, $2,000,000 aggregate with an umbrella policy of $5,000,000; automobile liability with a combined single limit of $1,000,000 with an umbrella policy of $5,000,000; workers compensation and employers' liability of $1,000,000 and error and omissions (inclusive of cyber liability) with limits not less than $5,000,000 each glitch and each aggregate. A copy of such insurance certificates is attached hereto as "Exhibit 2 ". 12. PROPRIETARY INFORMATION a) Certain technology and software used in connection with TC Services is proprietary to Company. Client will not gain any ownership interest or any other right or interest in or to any of the proprietary information of Company by reason of this Agreement or by reason of receiving TC Services contracted for hereunder. Client shall have the right to use Company marketing or training materials bearing the Company name, service marks, trademarks, symbols, and logos associated therewith, as may be supplied by Company. Client will use Company marketing or training materials only in a manner and form approved by Company. All right, title and interest in and to the Company marks are retained by Company and upon termination or cancellation of this Agreement, for any reason, Client agrees to return all marks and shall have no further right to the use of Company marks and shall immediately cease all use and display thereof. TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: Tel 800.915.1680 Fax 949.266.0359 P a g e 1 5 Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 ' TRUSTCOMMERCEm Client Services Agreement SAFEGUARDING DATA. POWERING PAYMENTS. TC CSA 2017 09 b) Trade Secrets Designated by Company. For purposes of this Agreement, the term "Trade Secrets" is restricted solely to information provided by Company that satisfies the definition of trade secret set out in N.C.G.S. § 66 -152, and it does not include Company price information under any circumstances. Company warrants that it has formed a good faith opinion, having received such necessary or proper review by counsel and other knowledgeable advisors, that any information disclosed to Client that it has designated as trade secret or confidential meets the requirements of N.C.G.S. § 66 -152. Client, as an agency of the State of North Carolina, may serve as custodian of Company's confidential information and not as an arbiter of claims against Company's assertion of confidentiality. Insofar as is permitted by law and regulatory or accrediting agencies, Client will maintain the confidentiality of information warranted in good faith by Company as meeting the requirements of N.C.G.S. § 66 -152. Notwithstanding, if an action is brought pursuant to N.C.G.S. § 132 -9 (North Carolina Public Records Act) or other authority to compel Client to disclose information Company has designated as confidential or trade secret, Company agrees that it will intervene in the action through its counsel and participate in defending Client, including any public official(s) or public employee(s). Company agrees that it shall hold Client and any official(s) and individual(s) harmless from any and all damages, costs, and attorneys' fees awarded against Client in such an action. Client agrees to promptly notify Company in writing of any action seeking to compel the disclosure of Company's confidential information. Client shall have the right, at its option and expense, to participate in the defense of such an action through its counsel. Client shall have no liability to Company with respect to the disclosure of Company's confidential information ordered by a court of competent jurisdiction pursuant to N.C.G.S.§ 132 -9 or other applicable law, or required by law or regulatory or accrediting agencies. Subject to this provision, Client agrees to protect and not to disclose Company's confidential information other than those employees, agents and consultants ( "Authorized Representatives) required to access such information in furtherance of their performance obligations under this Agreement. Client represents that all Client Authorized Representatives will be bound by the terms of a confidentiality agreement and obligated to protect Company's confidential information and only utilize such information in furtherance of the purposes of this Agreement. c) Client Confidential Information Protected by Law. For purposes of this Agreement, "Client confidential information" shall include certain classes of information whose confidentiality Client is obligated by federal or state law to protect, including patient information and employee information of which Client is custodian. Company agrees to hold Client confidential information in strictest confidence and (a) to use any Client confidential information disclosed to it solely for the purpose required in connection with the business relationship of the parties as expressed in this Agreement; (b) not to disclose any Client confidential information to any person or entity other than its agents, employees, or representatives who have a need to know such information and in accordance with the provisions of this Section and in accordance with Company's obligations under state and federal law; (c) not to reproduce, distribute, or otherwise disseminate Client confidential information; and (d) upon execution of Company's Data Transfer and Release Agreement, to return Client confidential information to Client upon its request or upon the termination of this Agreement, whichever occurs first. Company does not require any personal identifiable health information ( "PHI ") associated with a patient, or the treatment of a patient. Although PCI compliant, Company is not currently evaluated for HIPAA or Hi -Tech compliance. d) Company agrees to incorporate, or represents that such similar confidentiality protections described in this Section are in, or will be put into related contracts it enters into with third parties for purposes of carrying out its obligations under this Agreement. Company warrants that its obligations regarding Client confidential information will be made known to and honored by its agents, employees, and representatives; by its third -party contractors and their agents, employees, and representatives; and by any subsidiary company, parent company, or company related to such party by common ownership, and its agents, employees, and representatives. Subject to the limitations of liability contained within the Agreement, Company agrees that it will take full responsibility for any disclosure of Client confidential information, intentional or unintentional, by its employees, subcontractors or agents. e) The obligations of Company and its employees, agents, and representatives, and any subsidiary company, parent company, or company related to such party by common ownership, and its agents, employees, and representatives, under this Section shall survive the expiration, termination, or cancellation of this Agreement and /or the business relationship of the parties, and shall continue to bind these entities. Except under the conditions specified in this Section, Client confidential information shall not be disclosed at any time following the execution of this Agreement. 13. TERMINATION Either party may terminate this Agreement in the event of a breach of this Agreement by the other party upon thirty (30) days' prior written notice to the other party. Notwithstanding the foregoing, Company may immediately suspend providing TC Services TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: Tel 800.915.1680 Fax 949.266.0359 P a g e 1 6 Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 TRUST COMMERCE" SAFEGUARIANG DATA. POWERING PAYMENTS.. Client Services Agreement TC CSA 2017 09 hereunder upon notice to Client in the event Client is in breach of any of its obligations hereunder. The Parties acknowledge and agree that a failure by Client to pay all invoiced fees, costs and expenses within the timeframe provided within this Agreement shall constitute a breach hereunder and a basis for Company to suspend TC Services and /or terminate the Agreement pursuant to this provision. 14. EFFECT OF TERMINATION Upon the expiration or termination of this Agreement for any reason, each party will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement will not relieve Company or Client from any liability arising from any prior breach of this Agreement. Notwithstanding the foregoing, the provisions which, by their nature, are intended to survive the expiration or the early termination of the Agreement shall survive any termination or expiration of this Agreement. 15. FORCE MAJEURE Except for payment and indemnity obligations hereunder, neither party shall be liable for any failure or delay in performing any obligation under this Agreement that is due to causes beyond its reasonable control including, but not limited to, acts of God, natural catastrophes, war, acts of terrorism, fires, governmental acts or omissions, changes in laws or regulations, labor strikes or difficulties, communications systems breakdowns, hardware or software failures, transportation stoppages or slowdowns or the inability to procure supplies or materials. If any such cause continues to prevent or delay performance for more than ninety (90) days, the affected party may terminate this Agreement, in whole or in part, effective immediately upon written notice to the other party. 16. ASSIGNMENT The rights and liabilities of the Parties hereto shall be binding upon and inure to the benefit of their respective successors, executors and administrators, as the case may be, provided that either Party may not assign or delegate its obligations under this Agreement, either in whole or in part, without first obtaining prior written consent from an authorized representative of the other Party, which consent may be withheld in the other Party's sole discretion. Notwithstanding the foregoing, Company may assign its rights and obligations under this Agreement to a third party in connection with a merger, acquisition, consolidation, the sale of all or substantially all of Company's assets, or other corporate reorganization. 17. ADVERTISING Client hereby authorizes Company to identify Client as a Company Client and use Client Name in marketing materials as well as announce the relationship in a press release pending Client approval of release prior to distribution. If this Agreement expires or is terminated, Company agrees to remove Client's name from any then - current marketing materials identifying Client. 18. WAIVER The waiver by either party of any breach or failure to enforce any of the terms or conditions of this Agreement at any time shall not in any way affect, limit or result in a waiver of either party's rights thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 19. CONFIDENTIAL INFORMATION Intentionally Omitted 20. CHOICE OF LAW /JURISDICTION AND VENUE This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of North Carolina without reference to its conflict of law principles. The Parties hereto submit to exclusive jurisdiction in the courts of North Carolina, and venue under this Agreement shall lie in the County of Orange for the State of North Carolina. 21. NOTICES Any notice, request, demand, waiver, approval or other communication which is required or permitted to be given hereunder shall be given in writing to the appropriate party at the address specified in this Agreement or at such other address as the party may subsequently specify in writing. Such notice shall be deemed given upon personal, email, facsimile, or nationally- recognized, next- TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: Tel 800.915.1680 Fax 949.266.0359 P a g e 1 l Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 TRUST COMMERCE" SAFEGUARDING DATA. POWERING PAYMENTS. Client Services Agreement TC CSA 2017 09 day courier service delivery to the appropriate address or three (3) days after the date of mailing if sent by certified or registered mail. If any written communication concerns a potential or existing dispute between the Parties hereto, Client agrees to address and /or copy said communication to the attention of "Legal Department ". 22. HEADINGS The headings in this Agreement are for convenience only and do not in any way limit or amplify the terms or conditions of this Agreement. 23. NO EMPLOYMENT During the Term of this Agreement, Client shall not solicit for employment any of Company's then - current employees without first obtaining Company's prior written consent. 24. PARTIAL INVALIDITY Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. 25. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and all prior understandings, agreements, representations and warranties with respect thereto are superseded hereby. No amendment or modification hereof shall be binding unless in writing and duly executed by both Parties hereto. 26. NEUTRAL CONSTRUCTION No provision of this Agreement is to be interpreted for or against either party because that party or its legal representative drafted such provision. 27. MAXIMUM AMOUNT PAYABLE The maximum amount payable under this Agreement is [$2,095] dollars. This amount may not be exceeded without a written amendment duly executed by authorized representatives of both parties. Should Client's volumes based upon the agreed upon pricing attached hereto as Exhibit 1 exceed the estimates provided by Client resulting in fees exceeding their total obligation, Company's services may need to be suspended until a resolution between the parties to satisfy such increase can be determined. Company does not agree to process transactions at no charge. 28. NON - APPROPRIATION Company acknowledges that Client is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Client's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Client immediately upon written notice to Company of the unavailability and non - appropriation of public funds. Company does not agree to process transactions at no charge. 29. MISCELLANEOUS Company shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non - discrimination laws, policies, rules, and regulations and the Orange County Non - Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http: / /www.orangecountync.gov /departments /purchasing division /contracts.php.) Any violation of the Orange County Non - Discrimination Policy is a breach of this Agreement and Client may immediately terminate this Agreement without further obligation on the part of the Client. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Company affirms that Company and any subcontractors of Company are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes unless prohibited by California or Federal law. By executing this Agreement TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: Tel 800.915.1680 Fax 949.266.0359 P a g e 1 8 Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 MTRU T [`]MMIERCEm SAFEGUARDING DATA. POWERING PAYMENTS. Client Services Agreement TC CSA 2017 09 Company certifies that Company has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 30. AUTHORITY TO EXECUTE The Parties agrees to be bound by the terms and conditions of this Agreement as of the Effective Date. Both Parties represent, warrant, and covenant that its signatory to this Agreement has full power and authority to execute and deliver this Agreement and that they have obtained all necessary approvals, consents and authorizations required for the signatory to execute and deliver this Agreement. IN WITNESS WHEREOF, for adequate consideration and intending to be legally bound, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives. CLIENT ORANGE COUNTY, NORTH CAROLINA TCPP, LLC DBA TRUSTCOMMERCE cuSigned by: DocuSigned by: F�b' l� t, but, SIGNATURE: SIGNATURE: 177—... AWA748FF818438... NAME TITLE Bonnie Hammersley NAME: County Manager TITLE DATE: 8/24/2018 TAX ID /SS: 56- 6000327 DATE: Rob Caulfield Chief Executive Officer 8/16/2018 "Thank you for your business. We look forward to servicing your business and ever changing needs." —Rob Caulfield, Chief Executive Officer TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: Tel 800.915.1680 Fax 949.266.0359 P a g e 1 9 Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 TRUSTGOMMERCEa SAFEGUARDING DATA. POWERING PAYMENTS. Quote Date: 07/30/2018 Solutions Consultant: Paul Warren Quotation of Fees CSA -E1 05212018 It Important: The following quoted rates are valid for 30 calendar days beginning as of the quote date listed above. PRODUCT & SERVICES SUMMARY TC Solution Yes /No Fees Account Type ❑X Standard See Schedule A Standard: 3 CustlDs or fewer; Up to 5 User IDs Included TC Gateway Services Gateway services include TC Vault Virtual Terminal, TC Link API, Batch Upload and Settlement, Custom Fields, Reporting. ❑X Yes ❑ No See Schedule A Credit Card ❑X Yes ❑ No ACH Services ❑ Yes ❑X No If Yes: ❑ Financial Institution Please Select Or ❑ TC Hardware - POS Devices POS devices range from basic encrypting devices to multifunction devices ❑X Yes ❑ No See Schedule A that offer full color screen, encrypting and EMV support. TC Citadel Tokenization Services Full service tokenization solution: Recurring Billing, TC CardCurrent - ❑XYes ❑ No See Schedule B Account Updater, TC Unstore — Bulk Token Removal of Stagnant Tokens TC Trustee Premier ❑Standard See Schedule B Secure e- commerce payment acceptance that reduces PCI scope. Standard ❑Custom *MyChart integration requires a "out of the box" or custom which includes up to 6 hours of implementation for design, set up and testing. 0 No separate addendum Level II and Level III Processing ❑Yes ❑X No See Schedule B TC IPA — Integrated Payment Application Semi - integrated payment application for EMV, PCI Validated P2PE, and maximum PCI scope reduction. ❑Yes ❑X No See Schedule C PCI Validated Point to Point Encryption ❑ Yes ❑X No Customer PO # (optional): If provided, the purchase order number (PO #) is included on all monthly invoices. Pay Electronically via TC Vault > Billing & Invoices: ❑ Credit Card via Pay Invoice tab ❑ Auto Bill -Pay invoice monthly automatically. TrustCommerce initiates payment on the 5th of the month. Select ACH or Credit. ❑ I authorize TrustCommerce to activate my account immediately following payment. Upon activation, monthly billing will occur at the first of each month. By Mail: ❑ Check ❑ Money Order For questions about billing, contact TC Billing at 800.915.1680, Option 4. CSA -E 1 04122018 TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: 800.915.1680 1 Fax 949.266.0359 1 Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 Exhibit 1: Quotation of Fees Schedule A Account Type Standard (3 CustlDs or fewer; Up to 5 User IDs included) One -time Licensing and Set Up: $99.99 Monthly Minimum: $24.99 (Applies to Credit Card) (Monthly Minimum —The monthly minimum fee is waived if cumulative authorization fees are greater than the quoted monthly minimum.) Additional User ID Fee: $19.99, per User ID, per year • Transaction fees are counted at the CustlD level GATEWAY SERVICES - TRANSACTION FEES Credit card and Financial Institution ACH fees tiers are based on monthly volumes. If your authorization volume is one million or more per month, please call for a quote. Transaction fee count will include: • Each authorization attempt (credit, PIN - debit, PINless debit), approved or not approved • Dial up transactions (additional fees apply) Transaction fee count will not include: Settlement records /captured transactions and /or Reversals Credit Card Authorizations per Month Authorizations per Month $0.15 per Authorization Attempt HARDWARE - POS DEVICES Please allow 12 to 16 weeks for hardware delivery. Prices below do not include tax and shipping. ** Device Description Cost Per Unit IDTECH SREDKey Encrypted Card Swipe and 10 -Key Device $215.00 * *TrustCommerce reserves the right to increase prices on the quoted devices as market conditions require. TrustCommerce will provide written notice of price increases to the Client for review and acceptance. After written notice is provided to Client, all orders accepted by TrustCommerce after the date of notice will be invoiced at the newly quoted prices. CSA -E1 04122018 TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: 800.915.1680 1 Fax 949.266.0359 1 Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 Exhibit 1: Quotation of Fees Schedule C TC Solution Fees TC Citadel Tokenization Services Full service tokenization: Pricing includes storage, monthly updates $0.050 per BillinglD token per month for new and existing and unstoring of tokens not used for a period of [x] mos (14 tokens. months set as default). TC Trustee Premier — Custom Page Implementation Fees: up to 6 hours for assistance with implementing CSS files, setting up a sandbox environment and One -time Implementation fee, per web page: $1,250.00 testing. Hosting and support: $250.00 per month per page *Customized programming services beyond what is included are quoted separately through a statement of work (SOW). Refer to *Each Cust ID or set of Cust IDs added to or removed from a Professional Services. page in production will be charged at the normal hourly rate for professional services with a minimum of 1 hour. *Each new unique hosted page or changes to a page rendering in production will incur an implementation fee. *A single hosted web page can be used by multiple client sites across multiple Cust IDs. *TrustCommerce reserves the right to increase prices for the quoted TC Solution if general marketplace pricing for the underlying services increase. Professional Services $225.00 per hour * Requires an executed statement of work. EXCLUSIONS AND EXPLANATIONS • Prices do not cover any required customized programming /professional services. • Prices do not include dial up services. • Pricing Modifications: Any modifications to pricing require authorization by both TrustCommerce and Client. TrustCommerce will provide Client with 90 days written notice prior to any price increase. NOTES CSA -E 1 04122018 TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: 800.915.1680 1 Fax 949.266.0359 1 Info @TrustCommerce.com I www.TrustCommerce.com DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 Iljblt 2 ACCOR " CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD /YYYY) 19/18/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER HAUSER 5905 E. Galbraith Rd, Ste 9000 Cincinnati OH 45236 NAME: Valerie Kin PH °NE 513- 745 -9200 FAX 513- 745 -9219 A/C No E -MAIL ADDRESS: vkin g@thehauser rou 9 P• com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Travelers Propert Casualty Co of Amer 25674 8/30/2017 INSURED INSURER B :Travelers Property Casualty Co of Amer 25674 TCPP, LLC INSURERC:TRAVELERS IND CO OF CT 25682 1 MacArthur PL Ste 400 Santa Ana CA 92707 INSURERD:NATIONAL UNION FIRE INSURANCE 51908 INSURER E: GREENWICH INS CO 22322 PREM SESOEa occurrDence INSURER F: MED EXP (Any one person) COVERAGES CERTIFICATE NUMBER: 1800157567 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM /DD /YYYY POLICY EXP MM /DD /YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY ZLP15T95597 8/30/2017 8/30/2018 EACH OCCURRENCE $1,000,000 CLAIMS -MADE IX OCCUR PREM SESOEa occurrDence $300,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑ PRO- JECT ❑ LOC PRODUCTS - COMP /OP AGG $2,000,000 $ OTHER: C AUTOMOBILE LIABILITY BA8J19332A 8/30/2017 8/30/2018 COMBINED INGLE LIMIT Ea accident S $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY X PROPERTY DAMAGE Per accident $ A X UMBRELLA LIAB X OCCUR ZUP611084023 8/30/2017 8/30/2018 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $0- $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N UB8J131574 8/30/2017 8/30/2018 X PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER /EXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 D E E &O /Cyber Excess E &O /Cyber 01- 842 -02 -57 MTE9035564 8125/2017 8/25/2017 8125/2018 8/25/2018 $5,000,000 limit $100.000 Retention $5,000,000 xs $5M $100,000 Retention DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) ©1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE For Informational Purposes Only THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE a- At. Wel�V ACORD 25 (2016/03) ©1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 T R u s T C 0 M M E IR E COMPREHENSIVE I SEC,LJF-JE TFTLJSTED Note: This document is classified for Public use. ©2016 TrustCommerce. All rights reserved. DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 TRu T OM1" ER E TrustCommerce Data Retention Policy COMPREHENSIVE SECL.JnE TnuSTED Version 1.2.1 Public Use DataRetention Policy ...................................................................................................... ..............................2 General....................................................................................................................... ............................... 2 DataRetention Periods ............................................................................................... ..............................2 DataRemoval .............................................................................................................. ..............................3 TerminatedAccounts .................................................................................................. ..............................3 Summary - What This Means to You .......................................................................... ..............................3 ©2016 TrustCommerce Page i DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 TRu T [E E '*1' COMPREHENSIVE SEC9JnE TRUSTED General TrustCommerce Data Retention Policy Version 1.2.1 Public Use This Data Retention Policy applies to all partners and clients for which TrustCommerce accepts and retains data. • Data retention rules may be changed, without notice, in compliance with applicable regulatory and industry requirements. • TrustCommerce accepts, encrypts and retains data in full compliance with the Payment Card Industry Data Security Standard (PCI DSS). • TrustCommerce does not produce or retain any hardcopy forms of sensitive or cardholder data. Any deviation from this policy would result in the destruction of hardcopy material using a crosscut shredder. 10: Important: Each retention period described below, unless otherwise specified, will be treated as a minimum retention period. Data Retention Periods Xata Retention Periods Minimum Data 18 Months PAN Data Primary Account Numbers (PANS) e.g., TC Vault, TC Batch, TC Payment Portal, TC Custom 18 Months Reporting Data Query API, and other standard searches and reports, including full chain, reference data and custom fields 1 Month Processing Data e.g., Processor requests and responses, custom reports and test data 12 Months Signature Data Signature capture related data e.g., Transaction date /time, TranslD, CustlD, TC Citadel Special Request (BillinglD) data, operator, card holder name, action, status, 7 Years Data request, authorization and capture amount, masked primary account number, and expiry e.g., Card security codes (CSC): CVV2 /CVC2 /CID /CAV2, track Never No Store Data data and PIN data ©2016 TrustCommerce Page 2 DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 ' 1 Ru T [ MEK E Data Removal TrustCommerce Data Retention Policy Version 1.2.1 Public Use • Data will be periodically removed at intervals to be determined by TrustCommerce. • Primary Account Number (PAN) data will be removed within 24 months. • Data removal will be performed using methods that will either meet or exceed industry standards. • Audit - oriented data may be retained for extended periods to be determined by TrustCommerce. Terminated Accounts Hard copy and electronically stored data may be destroyed within three (3) months after an account has been canceled, suspended, or otherwise terminated. Summary - What This Means to You • TC Vault reports, including referenced transactions, will be available for no less than 18 months. • If information is needed for transactions greater than 18 months old, but still within the retention periods described above, a request may be made through TrustCommerce Client Services: Phone: (800) 915 -1680, Option 3 Email: techsupport @trustcommerce.com @2016 TrustCommerce Page 3 Updates - 06/10/2016 1.2.1 Updated data retention period for processing data and signature data. Updated data removal time period for PAN data. Clarified data storage period for terminated, canceled or suspended accounts. 5/26/2015 1.2.0 Updated data removal section with information on quarterly removal of PAN data. 05/18/2015 1.1.0 Updated policy retention periods, descriptions, and general language for clarity. @2016 TrustCommerce Page 3 DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 385740lA2AB3 TRUSTCOMMERCE COMPREHENSIVE I SECURE TRUSTED TrustCommerce Support Overview & Service Level Objectives Support Type Areas Inquiry TrustCommerce • • • Overview Contact Information Availability/Response Goals First -level Merchant of Basic Vault Issues Client Services Live Support Support (Phone and Email) • Navigation Phone *Second -level support is • Reporting (800) 915 -1680, option 3 Monday — Friday initiated by Client • Batch reconciliation 6:00 a.m. to 6:00 p.m. Pacific Time Services, as needed. • Vault settings When calling, be prepared to provide the following: Phone: One (1) minute average wait time Questions • CustlD • Answer to Security Question Email: One (1) business day • Product functionality Email After Hours Support • Behavior ClientServices (a)TrustCommerce.com (Phone Only) • Account issues Your message should include the following: 24/7/365 • Password resets • Configuration • Subject Line: Type your CustlD and merchant name Leave a message for a return call 9 • Reporting errors • Body: Call back estimate: One (1) hour or less • Critical issues • CustlD • Processing affected • Contact name • Merchant impacted • Company name • Contact phone • Product /Service (TC Link API, TC Vault, TC Citadel...) • Issue details and /or description of error (screenshots, transaction IDs, date of transaction...) File Build /Updates • New accounts /CustlDs Products & Implementation, Merchant Boarding Two (2) business days • Updates to existing CustlDs -or- Q Delete existing CustlDs Email: MerchantBoarding @TrustCommerce.com 10 business days (for requests CC: First.Last @TrustCommerce.com involving 10 or more CustlDs) Invoicing /Billing • Invoice copy request Business Administration, Accounts Payable /Receivable Two (2) business days • Invoice inquiry Email: Billing�a TrustCommerce.com CC: First.Last @TrustCommerce.com Hardware Provision • Replacement hardware Products & Implementation, Product Management 10 business days to reply with written • New hardware response. Replacement of hardware may Email: Equipment(i)TrustCommerce.com take 12 to 16 weeks (subject to inventory • Encrypted devices CC: First.Last @TrustCommerce.com availability). Account Management • Product enhancements/ Products & Implementation, Account Management One (1) business day customization requests (If Applicable) • Training requests Name: Your Account Manager (if applicable) • Invoice questions Phone: (949) 387 -3747 Ext. XXX • Escalations of service concerns Email: First.Last @TrustCommerce.com © TrustCommerce 2015 Public Use Rev. 06/10/2015 DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 TRusTCOMMERGE COMPREHENSIVE I SECURE I TRUSTED TC Support Overview & Service Level Objectives Category 1 TrustCommerce Service • • n Mission Critical Operations Severely ( >= 25 %) Impacted Level Objectives Engagement Within1 Hour Updates Within 4 Hours Mitigation Within 4 Hours • • Within 24 Hours 2 Mission Critical Operations Moderately ( >= 10 %) Impacted Within 4 Hours Within 8 Hours Within 8 Hours Within 2 BDs 3 Mission Critical Operations Affected Within 1 BD* Within 1 BD Within 1 BD Within 5 BDs 4 Degradation, Defect, or Inconsistency Reported Within 3 BDs As Available Within 5 BDs As Available * Business Day (BD) © TrustCommerce 2015 Public Use Rev. 06/10/2015