This Commercial Entity Agreement for Customers (“CE Agreement”) is made among WORLDPAY, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively “Acquirer”) and Customer in connection with the Payment Processing Services Agreement with Boulevard. Acquirer will provide Customer with certain payment processing services (“Services”) in accordance with the terms of this CE Agreement. In consideration of Customer’s receipt of credit or debit card funded payments, and participation in programs affiliated with MasterCard International Inc. ("MasterCard"), VISA U.S.A. Inc. ("VISA"), Discover (“Discover”), and certain similar entities (collectively, “Associations), Customer is required to comply with the Operating Regulations (defined below) as they pertain to applicable credit and debit card payments. In addition, if Customer meets certain requirements under the Operating Regulations or an Association or the Operating Regulations otherwise require, Customer may be required to enter into a direct relationship with an entity that is a member of the Associations. By executing this CE Agreement, Customer has fulfilled such requirement. However, Acquirer understands that Customer may have contracted with Boulevard to obtain certain processing services and that Boulevard may have agreed to be responsible to Customer for all or part of Customer’s obligations contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:

Certain Customer Responsibilities.

Customer agrees to comply, and to cause third parties acting as Customer’s agent (“Agents”) to comply, with the Association’s and other payment network’s by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks (collectively "Operating Regulations"). Customer may review the VISA, MasterCard, and Discover websites for a copy of the Visa, MasterCard and Discover regulations. The websites are: http://usa.visa.com/merchants/](http://usa.visa.com/merchants/) and http://www.mastercard.com/us/merchant/ and http://www.discovernetwork.com/merchants/. Customer also agrees to comply with all applicable state, federal, and local laws, rules, and regulations (“Laws”). Without limiting the foregoing, Customer agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury’s Office of Foreign Assets Control (OFAC) and the Federal Trade Commission. For purposes of this section, Agents include, but are not limited to, Customer’s software providers and/or equipment providers.

If appropriately indicated in Customer’s agreement with Boulevard, Customer may be a limited-acceptance merchant, which means that Customer has elected to accept only certain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicate the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Customer, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.

Customer shall only complete sales transactions produced as the direct result of bona fide sales made by Customer to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Customer, or for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities.

Customer may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Customer may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Customer is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 –Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand.

Customer Prohibitions

Customer must not i) require a cardholder to complete a postcard or similar device that includes the cardholder’s account number, card expiration date, signature, or any other card account data in plain view when mailed, ii) add any tax to transactions, unless applicable law expressly requires that a Customer impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Customer, v) disburse funds in the form of cash unless Customer is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Customer), or Customer is participating in a cash back service, vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Customer, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable, or ix) submit a transaction that represents collection of a dishonored check. Customer further agrees that, under no circumstance, will Customer store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Customer nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.

Settlement

Upon receipt of Customer’s sales data for card transactions, Acquirer will process Customer’s sales data to facilitate the funds transfer between the various Associations and Customer. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer will fund Customer, either directly to the Customer-Owned Designated Account or through Boulevard to an account designated by Boulevard (“Provider Designated Account”), at Acquirer’s discretion, for such card transactions. Customer agrees that the deposit of funds to the Boulevard Designated Account shall discharge Acquirer of its settlement obligation to Customer, and that any dispute regarding the receipt or amount of settlement shall be between Boulevard and Customer. Acquirer will debit the Boulevard Designated Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer may also debit Customer’s designated demand deposit account (“Customer-Owned Designated Account”) upon receipt of such account information from Customer or Boulevard, or if Acquirer deposits settlement funds into the Customer-Owned Designated Account. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Customer or Boulevard.

Term and Termination

This CE Agreement shall be binding upon Customer upon Customer’s execution. The term of this CE Agreement shall begin, and the terms of the CE Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this CE Agreement by issuing a merchant identification number, and shall be coterminous with Boulevard’s agreement with Customer.

Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this CE Agreement without notice if (i) Customer or Boulevard fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Customer or Boulevard may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Customer has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquire determines Customer poses a financial or regulatory risk to Acquirer or an Association, (v) Acquirer’s agreement with Boulevard terminates, (vi) any Association deregisters Boulevard, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by any of the Associations.

Limits of Liability

Customer agrees to provide Acquirer, via a communication with Boulevard, with written notice of any alleged breach by Acquirer of this CE Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Customer and a waiver of any and all rights to dispute such breach.

EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Customer’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this CE Agreement. In the event that Customer has any claim arising in connection with the Services, rights, and/or obligations defined in this CE Agreement, Customer shall proceed against Boulevard and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Customer with respect to this CE Agreement or the Services. Customer acknowledges Acquirer is only providing this CE Agreement to assist in Boulevard’s processing relationship with Customer, that Acquirer is not liable for any action or failure to act by Boulevard, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Customer by Boulevard. If Boulevard is unable to provide its services to Customer in connection with this CE Agreement and Acquirer elects to provide those services directly, Customer acknowledges and agrees that the provisions of this CE Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant CE Agreement, which would be provided to Customer, will govern Acquirer’s relationship with Customer. If Boulevard subsequently provides its services to Customer in connection with this CE Agreement, Acquirer will cease to provide such services after receipt of notice from Boulevard and this CE Agreement will govern Acquirer’s relationship with Customer.

Miscellaneous

This CE Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard to conflicts of law provisions. This CE Agreement may not be assigned by Customer without the prior written consent of Acquirer. This CE Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This CE Agreement is for the benefit of, and may be enforced only by, Acquirer and Customer and is not for the benefit of, and may not be enforced by, any other party. Acquirer may amend this CE Agreement upon notice to Customer in accordance with Acquirer’s standard operating procedure. If any provision of this CE Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this CE Agreement will be construed as if such provision is not contained in the CE Agreement “Member Bank” as used in this CE Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this CE Agreement. As of the commencement of this CE Agreement, Member Bank shall be Fifth Third Bank, an Ohio Banking Corporation, located in Cincinnati, OH 45263. The Member Bank is a party to this CE Agreement. The Member Bank may be changed, and its rights and obligations assigned to another party by Acquirer at any time without notice to Customer.