Business Profile

Credit Card Processing Services

Clearent LLC

This business is NOT BBB Accredited.

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Complaints

Customer Complaints Summary

56 total complaints in the last 3 years.
14 complaints closed in the last 12 months.

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The complaint text that is displayed might not represent all complaints filed with BBB. Some consumers may elect to not publish the details of their complaints, some complaints may not meet BBB's standards for publication, or BBB may display a portion of complaints when a high volume is received for a particular business.

Initial Complaint
Date:11/22/2023
Type:Service or Repair Issues
Status:
AnsweredMore info
Complaint statuses
Resolved:
The complainant verified the issue was resolved to their satisfaction.
Unresolved:
The business responded to the dispute but failed to make a good faith effort to resolve it.
Answered:
The business addressed the issues within the complaint, but the consumer either a) did not accept the response, OR b) did not notify BBB as to their satisfaction.
Unanswered:
The business failed to respond to the dispute.
Unpursuable:
BBB is unable to locate the business.
My company is J and d automotive and diesel repair I bank with ************** Their credit card company is clearent I ran a credit card for $613 on November 15 and I still have not got my payment from them. I have ran about five credit card transaction since then and have received all of them. I even got the bank and they cannot get anywhere with any answers. I email her and call her and *** that represents the credit card company and they keep telling me itll be the next day itll be the next day. Ive been hearing this for over a week now I have an email from her yesterday saying everythings good. Itll be there tomorrow now theyre saying 3 to 5 days I have text from their representative saying that it wouldve been there the day before yesterday and nobody can say why this money is being held up and like I said now theyre telling me 3 to 5 days could be longer because of the holiday but cant get no answers to nobody why this one they will not let go, but they keep saying that they did
Business Response
Date: 11/30/2023
Hello, We apologize for any confusion. It appears there was an issue with your bank change which resulted in funds going into a divert account. We do see the funds ($613.54) have been released and deposited as of 11/29/2023. Please feel free to contact your ISO rep *** if you have any additional questions and/or concerns. We appreciate your patience.
Initial Complaint
Date:10/17/2023
Type:Billing Issues
Status:
ResolvedMore info
Complaint statuses
Resolved:
The complainant verified the issue was resolved to their satisfaction.
Unresolved:
The business responded to the dispute but failed to make a good faith effort to resolve it.
Answered:
The business addressed the issues within the complaint, but the consumer either a) did not accept the response, OR b) did not notify BBB as to their satisfaction.
Unanswered:
The business failed to respond to the dispute.
Unpursuable:
BBB is unable to locate the business.
Better Business Bureau:

I have reviewed the response made by the business in reference to complaint ID ********, and find that this resolution is satisfactory to me.
Please send my Clearent account information below to them so that they can process on the correct account.
Merchant ID : ****************
Business Name : *******************
Business Address : **************************************************************************
Last 4 Digits Of Direct Deposit Account (This is the account to which ********************** makes the deposits): 7900

Sincerely,

Hyeon Park
was fortunate to avoid the early termination fee since it was only a few days before October, which would have triggered the fee. This recent change in their stance, claiming that they won't refund the early termination fee, is quite deceiving and contradicts the assurance I received when closing my account. Be aware of **********************, LLC and you would get $395 early termination fee no matter how long you have been their customer and I will tell all my friends to avoid Clearent, LLC at all cost. I have noticed that I should not do business with the merchant business like Clearent which get their customers through ISO and charge them with many hidden fees including early termination fee. At first, ISO come to your business with sugar-coated proposal but you would realize later you would never terminate your account unless you pay $395.AVOID DOING BUSINESS WITH CLERENT, LLC AT ALL COST!
Business Response
Date: 10/24/2023
Hello, We apologize for any inconvenience. We have approval to refund the *** but are awaiting the refund to be fully processed. Thank you for your patience and a member of our support team will reach out when the refund is processed and advise when you can expect the funds.
Initial Complaint
Date:08/02/2023
Type:Service or Repair Issues
Status:
ResolvedMore info
Complaint statuses
Resolved:
The complainant verified the issue was resolved to their satisfaction.
Unresolved:
The business responded to the dispute but failed to make a good faith effort to resolve it.
Answered:
The business addressed the issues within the complaint, but the consumer either a) did not accept the response, OR b) did not notify BBB as to their satisfaction.
Unanswered:
The business failed to respond to the dispute.
Unpursuable:
BBB is unable to locate the business.
Better Business Bureau:

I have reviewed the response made by the business in reference to complaint ID ********, and find that this resolution is satisfactory to me.

Sincerely,

******** *******, money order or whatever would have been sufficient. Within the next two weeks they auto-drafted without my permission fees they would typically charge if you were doing business with them for the whole month of June. Again, many long hours of conversation and they are refusing to give me my money back that they had no right to take from my account. They have openly lied on several occasions as to time they shut me down, what the fees actually were for, return calls, etc. After I could prove the lies they would try to go into something else. We have opened and closed several other business and I am now 63 years old. I can hands down tell you of all the companies we have ever had to deal with in any capacity this one has been the absolute worse. I WOULD AVOID DOING BUSINESS WITH CLEARANT AT ALL COST!
Business Response
Date: 08/24/2023
Hello, The details of your merchant account have been escalated to our support team in hopes of refunding the last month of fees billed on the June 2023 statement. Once I receive additional details, I will provide. Thank you for your patience.
Business Response
Date: 08/25/2023
Hello, after further research, our support team has submitted a refund for the fees incurred on the June 2023 statement totaling $70.98 (Monthy Account Fee+Monthly DataGuardian+Monthly Minimum). The merchant can expect to see then funds by the end of August. Thank you again for your patience and we sincerely apologize for any inconvenience.
Initial Complaint
Date:07/23/2023
Type:Product Issues
Status:
AnsweredMore info
Complaint statuses
Resolved:
The complainant verified the issue was resolved to their satisfaction.
Unresolved:
The business responded to the dispute but failed to make a good faith effort to resolve it.
Answered:
The business addressed the issues within the complaint, but the consumer either a) did not accept the response, OR b) did not notify BBB as to their satisfaction.
Unanswered:
The business failed to respond to the dispute.
Unpursuable:
BBB is unable to locate the business.
This is a transaction log of charges to my bank that should have never been taken out,
Business Response
Date: 07/27/2023
Hello, We have been notified by our Sales Support team that your ISO will be communicating with you directly to resolve your billing issues. We appreciate your patience. Thank you.
Initial Complaint
Date:07/15/2023
Type:Order Issues
Status:
ResolvedMore info
Complaint statuses
Resolved:
The complainant verified the issue was resolved to their satisfaction.
Unresolved:
The business responded to the dispute but failed to make a good faith effort to resolve it.
Answered:
The business addressed the issues within the complaint, but the consumer either a) did not accept the response, OR b) did not notify BBB as to their satisfaction.
Unanswered:
The business failed to respond to the dispute.
Unpursuable:
BBB is unable to locate the business.
Better Business Bureau:

I have reviewed the response made by the business in reference to complaint ID ********, and find that this resolution is satisfactory to me.

Sincerely,

*********************
Business Response
Date: 07/21/2023
Hello, We show the attached 2021 ****K where we reported $427.63 in withheld funds to the **** According to the *** site, the claimed amount used on this **** (line 4) should've been utilized when filing your taxes. This is the extent of the information we can provide as we are not tax professionals.
We sincerely apologize for any confusion and/or inconvenience.
Initial Complaint
Date:06/26/2023
Type:Customer Service Issues
Status:
AnsweredMore info
Complaint statuses
Resolved:
The complainant verified the issue was resolved to their satisfaction.
Unresolved:
The business responded to the dispute but failed to make a good faith effort to resolve it.
Answered:
The business addressed the issues within the complaint, but the consumer either a) did not accept the response, OR b) did not notify BBB as to their satisfaction.
Unanswered:
The business failed to respond to the dispute.
Unpursuable:
BBB is unable to locate the business.
Complaint: ********

I am rejecting this response because: We never received the refund at all. It also should not take 3 weeks to get said refund.

Sincerely,

******* ****r 30 days. Why should it take this long to get a refund for money that never should have been taken out in the first place. I would never do business with this company again.
Business Response
Date: 06/28/2023
Hello, We are showing that the account is closed and the refund for $71.45 has been submitted and the merchant can expect to see the funds via ACH in 7-10 business days. Thank you for your business and your patience.
Initial Complaint
Date:06/14/2023
Type:Billing Issues
Status:
AnsweredMore info
Complaint statuses
Resolved:
The complainant verified the issue was resolved to their satisfaction.
Unresolved:
The business responded to the dispute but failed to make a good faith effort to resolve it.
Answered:
The business addressed the issues within the complaint, but the consumer either a) did not accept the response, OR b) did not notify BBB as to their satisfaction.
Unanswered:
The business failed to respond to the dispute.
Unpursuable:
BBB is unable to locate the business.
Complaint: ********

I am rejecting this response because:

360 Payments has informed me that a refund has been honored and I awaiting receipt of it.

Sincerely,

**** *******
ific window *** told me I’d have between October 17th and the 31st to cancel.
Business Response
Date: 06/20/2023
Hello, We apologize for any inconvenience but merchant accounts are subject to an ETF of $395 if a 45 day notice is not provided prior to the expiration of the contract. Note, your original contract is three years and then your contract renews on an annual basis from there. Your ISO 360 Payments should be able to explain these details to your as well.
Initial Complaint
Date:06/07/2023
Type:Customer Service Issues
Status:
ResolvedMore info
Complaint statuses
Resolved:
The complainant verified the issue was resolved to their satisfaction.
Unresolved:
The business responded to the dispute but failed to make a good faith effort to resolve it.
Answered:
The business addressed the issues within the complaint, but the consumer either a) did not accept the response, OR b) did not notify BBB as to their satisfaction.
Unanswered:
The business failed to respond to the dispute.
Unpursuable:
BBB is unable to locate the business.
Complaint: 20156703

I am rejecting this response because:
I never signed an agreement with them and was never told there was a cancelation fee

Sincerely,

*************************
Business Response
Date: 06/12/2023
Hello, The *** fee is billed upon closure of the account per your merchant contract's terms and conditions. We apologize for any confusion.
Business Response
Date: 06/13/2023
Hello, Your merchant application is the merchant agreement which i've attached for your record. Section 16 speaks to the terms of your agreement.

******************* OF APPLICATION & AGREEMENT

The individual signing hereby (the Authorized Representative) on behalf of the merchant described above (********): (i) certifies
that he or she is an owner, partner or officer of the ********; (ii) represents and warrants that he or she is authorized to execute
this online ******** *********** and version v04012022 of the ******** Agreement (also available at
********************************************************************************************************************************), and
which is hereby incorporated into and made part of this ******** *********** by reference, and has the requisite power and
authority to complete, submit and bind the ******** to the terms and conditions of the Agreement; (iii) represents and warrants that
all information contained in this ******** *********** is true, correct and complete; (iv) confirms that ******** has reviewed and
agrees to be bound by the terms and conditions of the full Agreement; (v) authorizes **** and Clearent to request a consumer
credit report or reports from one or more consumer reporting agencies; (vi) agrees to allow the **** and Clearent the right to
conduct a physical inspection of ********* business premises to assure that the proper facilities, equipment, inventory, and
necessary license or permit are present to conduct business; (vii) authorizes the ***** Clearent or their agents to initiate credit
and/or debit entries to the account identified in this ******** *********** for amounts originating under the Agreement; and (viii)
agrees to maintain a sufficient balance in the authorized bank account to cover all liabilities incurred under the Agreement. The
Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes any prior
agreements and understandings between the parties. For purposes of this ************************** is the merchant bank
named, and located at the address listed, in the top right-hand portion of this ******** ***********.

IN WITNESS WHEREOF, the parties have caused the Agreement to be executed by their duly authorized officers:

Principal Authorized Signer: Name Printed: Title: Date:
*************************** *************************** Owner 10/20/2022

*************** IP: 32.209.168.238,10.30.2.172 Coordinates: Location Not Provided
Secondary Authorized Signer: Name Printed: Title: Date:

Clearent Authorized Signer: Name Printed: Title: Date:

**** Authorized Signer: Name Printed: Title: Date:

Personal Guaranty
In consideration of ****s acceptance of this Agreement, the individual signing hereby (Guarantor) (i) certifies that he or she is an
owner, partner or principal of the ********, (ii) agrees to unconditionally guarantee the performance of all obligations of ******** to
**** and Clearent under the Agreement, and payment of all sums due thereunder, and (iii) acknowledges that he or she has
received good and valuable consideration for the commitments made by him or her herein. This is a continuing guaranty and
Guarantor agrees that it shall remain in full force and effect until the Agreement is terminated and any associated indebtedness by
******** is paid in full. Notice of default by ******** is hereby expressly waived, and it is expressly stipulated that no delay or
omission on the part of **** or Clearent in enforcing the collection of their claims or demands against ******** shall be held to in
any way impair or affect the liability of Guarantor hereunder. Guarantor waives any and all defenses based on suretyship or
impairment of collateral. Guarantor agrees to pay all costs and expenses of whatever nature, including attorneys fees and other
legal expenses, incurred by or on behalf of **** or Clearent in connection with the enforcement of this guaranty. This guaranty shall
bind and inure to the benefit of the personal representatives, heirs, administrators, successors and assigns of *************** and
Clearent.

Guarantor Authorized Signer: Name Printed: Title: Date:
*************************** *************************** Owner 10/20/2022

*************** IP: 32.209.168.238,10.30.2.172 Coordinates: Location Not Provided
Guarantor Authorized Signer: Name Printed: Title: Date:

Page 6 of 15
TERMS & CONDITIONS

MERCHANT AGREEMENT

THIS MERCHANT AGREEMENT is entered into among (i) the party that signed the ******** *********** and is requesting the Services (********), (ii) the *********** indicated on
the **** Disclosure Page of the *********** ******* and (iii) Clearent, LLC (Clearent).

The appendices, addenda, schedules, Card Acceptance Guide and Fee Schedule (if applicable) that accompany this ******** Agreement, as amended from time to time as provided
herein, are part of the terms and conditions of this ******** Agreement, as are the ******** *********** and the Card Brand Rules, and are individually and collectively hereinafter
referred to as the ******** Agreement.

Capitalized terms used and not otherwise defined herein will have their respective meanings set forth in Section 42 of this ******** Agreement.

The parties hereby agree as follows:

1. General. ******** agrees to participate in Clearents Card processing program by honoring Cards and submitting Transactions and other electronic data to Clearent and **** in
accordance with the terms of this ******** Agreement, the Card Acceptance Guide and applicable Card Brand Rules. Clearent and **** are responsible to ******** for processing
Transactions under the Card Brand Rules for the Services to which ******** subscribes, which *** vary among Card types. Clearent and **** have the authority, in their sole discretion,
to provide the Services in accordance with internal risk policies. For purposes of clarity, **** sponsors Clearent as a ****** Service Provider under the Card Brand Rules. As between
**** and ********, ****s responsibilities are limited solely to the sponsorship and the settlement of certain card transactions, submitted in accordance with this ******** Agreement
and the Card Brand Rules, and **** will not have any obligation or liability of any nature in connection with any services or instructions of any kind provided by Clearent or its affiliates.

2. ********'s *********** and Information. By completing the ******** ***********, ******** applies for the Services covered by the ******** *********** and this ********
Agreement. In their sole and absolute discretion, Clearent and **** *** accept or reject ********* ******** ***********. ******** *** present Transactions to Clearent and **** only
for the activities and in the volumes described on the ******** ***********, including the percentage of mail/phone order Transactions.

3. ********'s General Duties.

3.1 ******** will comply with this ******** Agreement (including the terms of the Card Acceptance Guide), the Card Brand Rules and all applicable federal, state and local laws, rules and
regulations (collectively Laws), including but not limited to laws and regulations regarding anti-money laundering compliance, as they *** be modi?ed and amended from time to time,
for submitting and processing Transactions with **** and Clearent, performing its obligations under this ******** Agreement, and otherwise conducting its business. ******** is
responsible for staying apprised of all applicable changes to the Card Brand Rules and maintaining compliance therewith. In the event of any inconsistency between this ********
Agreement and the Card Brand Rules, the Card Brand Rules will govern. ******** shall be charged an annual fee, beginning in the fourth month, for each ******** account for
governmental and Card Brand compliance in support of programs developed by Clearent to ensure compliance with all federal regulations as mandated, inclusive of, but not limited to
annual income reporting, Tax ID Number (TIN) and legal name matching. Notwithstanding the foregoing, additional fees *** be assessed for a non-matching TIN and legal name, and
******** *** be subject to back up withholding as mandated by the ************************ (IRS).

3.2 ********, and neither **** nor Clearent, is responsible for any advice from, acts of, as well as omissions, negligence, acts of fraud or acts of misconduct by ********* employees,
processors, consultants, advisors, contractors, servicers, agents, o?cers and directors. ********, and neither **** nor Clearent, is responsible for the use, unauthorized use or misuse of
********* equipment, *** Equipment, or software.

3.3 ******** will use only the electronic processing formats provided or approved in advance by **** and Clearent. **** and Clearent *** change such formats from time to time, and,
upon notification, ******** will comply with any changes.

3.4 ******** consents to receiving electronically rather than in paper form all written notices, disclosures and other documents (Documents) which are to be provided by Clearent or
**** to ******** under this ******** Agreement. To provide Documents electronically, Clearent will either (i) notify the ******** via message on monthly billing statement, (ii) notify
******** that a Document is available at its web site with a link to that speci?c page of the web site containing the Document, or (iii) send the Document to the electronic mail address
provided by ******** in the ******** ***********, or at such other address as any party *** provide by written notice to the other parties. ******** agrees that such noti?cation *** be
sent to ******** at the e-mail address provided as part of the ******** ***********. At Clearents or ****s election, Clearent or **** *** provide Documents to ******** by mail. To
provide Documents by mail, Clearent or **** will send the notice to ******** at ********* address to which Clearent mails ********* statements or at the ********* address provided
on their ******** *********** or at such other address as ******** *** provide by written notice to the other parties. ******** understands and acknowledges that access to the Internet
and e-mail are required for ******** to access a Document electronically and ******** con?rms that ******** has such access. By consenting to electronic delivery as provided herein,
******** agrees that electronic Documents and disclosures have the same meaning and e?ect as if provided in paper form. This consent applies to all future Documents and
communications sent to ******** in connection with this Agreement.

4. Acceptance Procedures.

4.1 In accepting Cards for the purchase of ********* goods and services, ******** will comply with the requirements of the Card Brand Rules, this ******** Agreement and the Card
Acceptance Guide, as the same are revised from time to time.

4.2 ******** will obtain and record an Authorization for all sales in accordance with the Card Brand Rules before submitting them for processing.

4.3 ******** will submit to **** and Clearent a Transaction only if the Transaction is made or approved by the Cardholder who is issued the Card used for the ************ ******** will
not submit directly or indirectly: (a) any Transaction that ******** knows or should have known to be illegal, fraudulent or not authorized by the Cardholder; (b) any Transaction that
results from a transaction outside of ********* normal course of business, as described on the ******** ***********; or (c) any Transaction containing the account of a Card issued to
******** or any account numbers issued to ********* business owners, family members and principals for Transactions that do not represent a purchase of goods or services from
******** or a related credit. Further, ******** *** not under any circumstances present for processing or credit, directly or indirectly, a Transaction which originated with any other
merchant or any other source other than Transactions arising from bona ?de purchases from ******** for the goods and services for which ******** has been approved under this
******** Agreement.

4.4 ******** will retain in a secure and con?dential manner original or complete and legible copies of each Sales Draft required to be provided to Cardholders, for at least 3 years or
longer if required by law or the Card Brand Rules, and in compliance with Payment Card Industry (PCI) Data Security Standards (PCI DSS). ******** will store Sales Drafts in an area
limited to selected personnel, and when record-retention requirements have been met, ******** will destroy the records so that the same are rendered unreadable. ******** will provide
Clearent and/or **** a copy of any Sales Draft upon request.

5. Marketing. In performing its obligations under this ******** Agreement, ******** shall adequately display Card Brand ****s, symbols or logos as required by the Card Brand Rules.
Notwithstanding the foregoing, ******** *** not (i) indicate or imply that the ************ Clearent or **** endorses any ******** goods or services, (ii) refer to any Card Brand,
Clearent or **** in stating eligibility for ********* products, services or membership, or (iii) use any ****s, symbols or logos owned by any Card Brand, Clearent or **** for any purpose
other than those permitted in the Card Brand Rules or the Card Acceptance Guide, after termination of this ******** Agreement, or after the right to accept the cards of that Card Brand
has ended.

6. Payments; Fees.

6.1 Fees and charges payable by ******** for the Services shall be as set forth in this ******** Agreement, the ******** *********** and/or the Fee Schedule addendum. ******** is also
liable for and agrees to pay any ?nes imposed on either Clearent or **** by any Card Brand or debit Card network resulting from Chargebacks or with respect to ********* acts or
omissions. Any amounts due and owing by ******** under this ******** Agreement that are not paid when due will incur a late fee equal to the lesser of (i) one and one half percent (1
1/2 %) per month of the unpaid amount, or (ii) the highest rate allowable by law, in each case compounded monthly.

Page 9 of 15
6.2 Fees and charges owed by ******** to **** and Clearent *** be deducted by ***** through instruction from Clearent, from amounts due ********, or from the Settlement Account
or from the Reserve Account. ******** will pay the amounts due by the next business day if su?cient funds are not available in the Settlement Account. The following is a partial list of
reasons for debits to the Settlement Account:

(a) Fees and Chargebacks not previously charged;

(b) All refunds processed on account of Cardholders;

(c) All taxes, penalties, charges and other items incurred by **** or Clearent that are reimbursable pursuant to this ******** Agreement;

(d) Processing Fees and the other fees or charges identified in this ******** Agreement or on the ******** ***********;

(e) Any Card Brand fees, fines, penalties, or other charges assessed as the result of the Transactions; and

(f) Deposits posted in error.

6.3 ******** acknowledges that all payments and credits provided to ******** are provisional only and subject to suspension, to revocation, to Chargebacks and to adjustments in
accordance with this ******** Agreement, the Card Brand Rules and the Card ***************** ***** through instruction from Clearent, will provide provisional credit to ******** for
each valid Transaction which ******** submits to **** and Clearent by crediting ********* Settlement Account, provided **** has received settlement for the valid Transaction by the
Card Brand applicable to the Card used for the ************ **** is not obligated to provide provisional credit to ******** for Transactions submitted that are not valid Transactions, and
*** suspend or discontinue any provisional credit in ****s and/or Clearents sole and absolute discretion, including for any reason that would justify termination of this ********
Agreement. Provisional credit to ******** for a Transaction disputed by a Cardholder for any reason is not final.

7. Equipment; Supplies; Displays.

7.1 At ********* request, Clearent *** supply ******** with point-of-sale equipment (*** Equipment) that ******** *** need to process and submit Transactions. Clearent will use
good faith e?orts to program the *** Equipment to operate at the ******** locations in compliance with the Card Brand Rules; however, Clearent and **** make no representations or
warranties that Clearents programming of the *** Equipment furnished by Clearent will operate in compliance with the Card Brand Rules.

7.2 All third party *** Equipment and services procured by Clearent under this ******** Agreement are provided AS-IS but Clearent will, at ********* expense, use reasonable
commercial efforts to assist ******** in enforcing any warranty offered by the third party supplier of such *** Equipment or services.

7.3 ******** will immediately notify Clearent of the third party it chooses to use or lease *** Equipment from (Third Party Terminals) to process Transactions. If ******** elects to use
Third Party Terminals, ******** assumes full responsibility and liability for any failure of that third party to comply with the Card Brand Rules, applicable Laws, or this ********
Agreement. Neither **** nor Clearent will be responsible for any losses or additional fees incurred by ******** as a result of any error by a third party agent or a malfunction in a Third
Party Terminal.

7.4 From time to time, Clearent or *** Equipment supplier *** determine that *** Equipment software requires changes or updates. ******** agrees that equipment which is configured
for automatic upgrades *** be upgraded by Clearent or *** Equipment supplier whenever Clearent or *** Equipment provider, in their sole discretion, determine it to be required. When
equipment is not con?gured for automatic upgrades, ******** agrees to assist Clearent or *** Equipment supplier in performing manual software upgrades whenever Clearent or ***
Equipment provider, in their sole discretion, determine it to be required.

8. ****************** Information. ******** will provide Clearent and **** with such ?nancial statements and information concerning ********, its owners, principals, partners,
proprietors, guarantors or its a?liates as Clearent or **** *** from time to time request. At any reasonable time, Clearent, ***** any Card Brand or any other entity having authority has
the right to examine the facilities, books and records of ******** relating to this ******** Agreement, including records of Transactions. ******** agrees to provide reasonable access to
such facilities, books and records as necessary to allow for such inspection.

9. Settlement Account.

9.1 ******** must maintain a Settlement Account in ********* name in satisfactory condition at a depository institution under arrangements acceptable to **** and Clearent. The
Settlement Account will be subject to the provisions of Section 19 of this ******** Agreement.

9.2 ******** agrees to maintain a minimum balance of funds in the Settlement Account as **** and ********************** *** specify to ******** in writing from time to time.

9.3 Subject to the terms and conditions of this ******** Agreement, ***** through instruction from Clearent, agrees to provisionally credit ******** for each Transaction that **** and
Clearent accepts from ********. ******** agrees that **** *** charge the Settlement Account for the amount of any Transaction processed under this ******** Agreement that results
in a Chargeback, or for any Sales Draft or other reimbursement or Processing Fees to which **** or Clearent *** be entitled.

9.4 ******** agrees that **** and Clearent *** audit all Transaction calculations and that **** shall have the right, without notice, to make withdrawals, deposits, or other adjustments
to or from the Settlement Account for any deficiencies or overages.

9.5 If the Settlement Account is closed, **********************, **** and either of their designated representative *** terminate this ******** Agreement, e?ective immediately, upon written or oral
notice (with written con?rmation in the event of oral notice) unless ******** opens another Settlement Account acceptable to **** and Clearent. ******** *** change the Settlement
Account upon prior written approval by **** and Clearent, which approval will not be unreasonably withheld.

9.6 ******** authorizes Clearent, **** and either of their agents or designated representatives to initiate debit and credit entries and adjustments to the Settlement Account or the
Reserve Account through the *** settlement process for amounts due under this ******** Agreement. This authorization will remain in full force and e?ect until termination of the
******** Agreement and the full and ?nal payment of all obligations of ******** due under this ******** Agreement. ******** agrees to be bound by all applicable terms and provisions
of the *** Rules or other applicable Card Brand or network, in e?ect from time to time. ******** acknowledges and agrees that **** and Clearent will not be liable for any delays in
receipt of funds, any failure by ******** to receive funds, or errors in debit or credit entries caused by ********, or third parties, including but not limited to any Card Brand or any
financial institution. For each returned *** debit, ******** will be assessed a fee of $15.

10. ********'s Business; Other Processors.

10.1 ******** will provide Clearent and **** at least 30 days prior written notice of its intent to (a) sell, assign or otherwise transfer any substantial part (10% or more) of the total stock
or assets of, and/or to liquidate, ******** or any location of ******** that accepts Cards; (b) change ********* name or location; (c) change the ********** of ********* business; (d)
change the basic type or nature of the business carried out by ********; or (e) change any material information concerning ******** in the ******** ***********. Upon the occurrence of
any such event, the terms of this ******** Agreement *** be modified to address issues arising there from, including but not limited to requirements of applicable ***********.

10.2 ******** agrees that it will use Clearent as its exclusive provider of all Services unless specifically agreed to in writing by Clearent.

11. Assignment. ******** will not assign, by operation of law or otherwise, this ******** Agreement to another entity without the prior written consent of Clearent and ****. Any
transfer of voting control of ******** shall be considered an assignment or transfer of this Agreement. Any attempt by ******** to assign its rights or to delegate its obligations without
****s and Clearents consent will be void. The rights and obligations of Clearent and **** hereunder *** be assigned by Clearent and **** without notice to ********. ********
acknowledges that the transferable right of Clearent and **** hereunder shall include, but shall not be limited to, the authority and right to debit ********* account(s) as described
herein.

12. ********'s Representations and Warranties. Upon signing the ******** ***********, and each time ******** submits a Transaction, ******** represents and warrants to
Clearent and **** that: (a) each Transaction delivered hereunder represents a bona ?de sale to a valid Cardholder by ******** for the amount shown on the sales slip as the total sale
and constitutes the binding obligation of the Cardholder, free from any claim demand, defense seto? or other adverse claim whatsoever; (b) each sales slip or other evidence of
indebtedness accurately describes the goods and services which have been sold and delivered to the Cardholder; (c) ******** has fully complied with this ******** Agreement and all
applicable Laws and the Card Brand Rules; (d) ******** has ful?lled completely all of its obligations to the Cardholder and will resolve any customer dispute or complaint directly with the
Cardholder; (e) the signature on the sales slip is genuine and authorized by Cardholder and not forged or unauthorized; (f) the Transaction has been consummated and the sales slip
prepared in full compliance with the provisions of the Card Acceptance Guide and the Card Brand Rules; (g) none of the Transactions submitted hereunder represents sales to any

Page 10 of 15
principal, partner, proprietor, or owner of ********; (h) without limiting the generality of the foregoing, each Transaction and the handling, retention, and storage of information related
thereto, complies with the Card Brand Rules as it relates to cardholder and transaction information security, including without limitation PCI DSS, ****s Cardholder Information Security
Program (CISP), ********************* Protection Program (SDP), Discover Information Security Compliance (DISC), and ********************** Security Requirements (DSR); (i)
all of the information contained in the ******** *********** was true as of the date ******** signed the ******** *********** agreeing to be bound by this ******** Agreement; (j) there
have been no materially adverse changes in information provided in the ******** *********** or in ********* ?nancial condition or **********; (k) ******** does not do business
under a trade name or style not previously disclosed in writing, and there has been no change in the nature of ********* business or the product lines that ******** sells not previously
disclosed; (l) the person who executes the ******** *********** on behalf of ******** has the full power and authority to execute the ******** *********** and to enter into this ********
Agreement; (m) this ******** Agreement is the legal, valid, and binding obligation of the ******** enforceable against the ******** in accordance with its ****** *** ******** has the
power and authority to authorize the automatic funds transfer provided for in this ******** Agreement; (o) the Settlement Account is owned and controlled by the ******** and is a valid
account for processing debit and credit transactions under this ******** Agreement; (p) ******** is not (i) a person or entity whose property is blocked and cannot be dealt in, or who or
which is otherwise identi?ed as the subject of **** economic sanctions administered by OFAC, or by being organized in or operating in or on behalf of a country, territory or government
that is the subject of sanctions administered by OFAC, (ii) located in or operating under a license issued by a jurisdiction whose government has been identi?ed by the **** Department of
State as a sponsor of international terrorism under 22 U.S.C. **** or 50 U.S.C. App. 2405(j), (iii) located in or operating under a license issued by a jurisdiction that has been designated as
non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the **** is a member, or (iv) located in or
operating under a license issued by a jurisdiction that has been designated by the **** Secretary of Treasury pursuant to 31 U.S.C. 5318A as warranting special measures due to money
laundering concerns; and (q) ******** will immediately notify **** and Clearent of any material changes to any information provided herein including but not limited to a change in
********* legal entity, location, business type, or the types of goods and services o?ered for sale by ********. In the event that any of the foregoing representations or warranties is
breached, the a?ected sales slips or other indebtedness *** be refused, or prior acceptance revoked and charged back to the ********. Furthermore, if ******** submits for purchase
hereunder a Transaction that is not the result of a sale of ********* goods or services o?ered to the general public or if ******** submits any Transactions for purchase hereunder which
represents a sale to any principal, partner, proprietor, or owner of ********, such Transaction *** be refused or charged back, and ******** hereby agrees to pay (and *********
account(s) will be debited therefore) any additional fee that *** be assessed for each such ************ ******** shall not: (a) adapt, alter, modify, decompile, disassemble, reverse
engineer, translate or create derivate works of Clearents technology used to create and deliver the Services; (b) copy, distribute, encumber, sell, rent, lease, sublicense, loan, or otherwise
transfer rights to the Services, or otherwise permit any third party to use the Services or use the Services on behalf of or for the bene?t of any third party; (c) use, evaluate or view the
Services for the purpose of designing, modifying, or otherwise creating any environment, program, or infrastructure or any portion thereof, which performs functions similar to the
functions performed by the Services; or (d) remove or alter any trade****, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Services.

13. ******** Web Sites; Third Party Servicers.

13.1 ******** *** use a point-of-sale software or a gateway service (Third Party Servicers) that provides ******** with an interface between ******** and its customers so ********
can accept sales from its customers. ********* choice of a Third Party Servicer is subject to ****s and Clearents approval. Notwithstanding any Third Party Servicer o?ered, suggested,
or referenced by **** or Clearent or its respective sales agents, and notwithstanding that a Third Party Servicers terms of service or application are included in the ******** ***********,
******** acknowledges that all issues concerning its Third Party Servicer, including, but not limited to, its service and functionality, are solely between ******** and such Third Party
Servicer. The fees and terms for ********* Third Party Servicer and any services or products o?ered by such Third Party Servicer *** be set forth in the ******** *********** or, if
applicable, stated in a separate agreement between ******** and its chosen Third Party Servicer.

13.2 Programming of ********* web site, technical support, and its functionality with the Third Party Servicer chosen by ********, are the sole responsibility of ********. Neither ****
nor Clearent shall be liable in any manner whatsoever for any errors, disruptions or security breaches related to ********* web site or any Third Party Servicer. ******** shall be liable to
and indemnify **** and Clearent for all fees and liabilities incurred by **** and Clearent regarding any errors, disruptions or security issues related to ********* web site or any Third
Party Servicer. ******** will cause all of its Third Party Servicers to comply with the requirements of PCI DSS, DISC, SDP, DSR and CISP, in e?ect and as *** be amended, supplemented
or replaced from time to time, and any data security guidelines or operating guide provided by ***** Clearent or *********** at all times. ******** will disclose to Clearent in writing all
Third Party Servicers and any other third parties with access to **************** including their full legal name and contact information.

14. Indemni?cation. ******** agrees to indemnify Clearent, ***** and ************ including their respective o?cers, directors, employees, and agents against and to hold them
harmless from and against any and all liabilities, losses, damages, disputes, o?sets, claims or counterclaims of any party arising out of or relating to any act or omission of ********,
********* employees, or ********* designated representatives or agents, the duties to be performed by ******** pursuant to this ******** Agreement, any Transactions which
******** submits to **** and Clearent, including without limitation claims and complaints made by a Cardholder and/or Chargebacks, or ********* violation of the Card Brand Rules,
this ******** Agreement, or any applicable Law, or any inaccuracy or untruthfulness of any representation or warranty or breach of any covenant under this Agreement. In the event that
***** Clearent, or any Card Brand shall be made a party to any litigation, proceeding, arbitration, bankruptcy proceeding, or other legal process (collectively Actions) commenced by any
third party, ******** shall protect and hold ***** Clearent, and such Card Brand harmless from and with respect to the Actions and shall pay all costs, expenses, and attorneys fees
incurred or paid in connection with the Action, together with any judgments rendered. ******** shall indemnify, defend, and hold harmless ***** Clearent, and Card Brand for any
hacking, infiltration, or compromise of ********* systems or the systems of designated representatives or other agents.

15. Limitation of Liability.

15.1 Clearent and **** shall not be liable for failure to provide the Services if such failure is due to any cause or condition beyond such partys reasonable control. Such causes or
conditions shall include, but shall not be limited to, acts of God, acts of the public enemy, acts of the government in either its sovereign or contractual capacity, ***** ****** epidemics,
pandemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures,
communication failures, unavoidable delays, the errors or failures of third party systems, or other similar causes beyond such partys control.

15.2 Neither Clearent nor **** undertakes any duties to ******** other than the duties expressly provided for in this ******** Agreement, and any and all other or additional duties that
*** be imposed upon Clearent or **** in law or equity are hereby irrevocably waived and released to the maximum extent permitted by law. For the avoidance of doubt, neither ****
nor Clearent will have any liability to ******** pursuant to any duties other than those set forth in Section 1. In any event, Clearents and ****s cumulative liability to ********, whether
arising in contract, tort (including without limitation negligence and strict liability) or otherwise, shall not exceed the lesser of one months average charge paid by ******** hereunder
(exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a third party in connection with ********* payment processing) for Services during the
previous ****************************************************************************************************************************** $10,000.

15.3 UNDER NO CIRCUMSTANCES SHALL CLEARENT OR **** BE LIABLE FOR ANY INTERRUPTION OR LOSS OF USE, DATA, BUSINESS OR PROFITS, OR FOR SPECIAL, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THIS MERCHANT AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF PLACEMENT
OF A MERCHANTS NAME ON ANY TERMINATED MERCHANT LIST FOR ANY REASON, WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE OR CLEARENT OR **** WAS
ADVISED OF THE ***SIBILITY THEREOF AND REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PUR***E.

15.4 In no event will Clearent or **** be liable for any claim, loss, billing error, damage, or expense arising out of or relating in any way to this ******** Agreement which is not reported
in writing to Clearent or **** within 30 days of such failure to perform or, in the event of a billing error or adjustments to the Settlement Account, within 60 days of the date of the invoice
or applicable statement. ******** expressly waives any such claim that is not brought within the time periods stated herein.

16. Term; Termination.

16.1 The initial term of this ******** Agreement shall be for the term of 3 years (the Initial Term), and this ******** Agreement shall automatically renew for successive 1-year periods
unless this ******** Agreement is terminated as set forth herein.

16.2 **** or Clearent *** terminate this ******** Agreement, without cause, upon 30 days prior written notice to the other parties. ******** *** terminate this ******** Agreement,
without cause, upon 45 days prior written notice to the other parties, which shall be subject to the Termination Fee described in Section **** below; provided that if ******** terminates
this ******** Agreement with an e?ective termination date of the end of the Initial Term or an e?ective termination date of the end of any subsequent renewal term, and such ********
provided 45 days prior written notice to the other parties, then no Termination Fee shall be due and payable hereunder.

**** **** or Clearent *** terminate this ******** Agreement in its sole and absolute discretion, e?ective immediately, upon written, electronic or oral notice to ********, if **** or
Clearent reasonably determines that any of the following conditions exists: (a) ******** has violated any provision of this ******** Agreement; (b) there is a material adverse change in
********* financial condition, or **** or Clearent determines in its sole discretion that ********* processing activity could result in a loss to **** or Clearent; (c) a petition in bankruptcy
has been ?led by or against ********, the ******** is generally unable to pay its debts as they become due, a receiver, custodian, trustee, liquidator or similar o?**** is appointed for a
substantial portion of ********* business, there is a general assignment for the bene?t creditors, or the business terminates; (d) the Card Brand Rules are amended in any way so that

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the continued existence of this ******** Agreement would cause **** or Clearent to be in breach of such Card Brand Rules; (e) any guaranty supporting ********* obligations is
revoked, withdrawn or terminated or altered in any way; (f) any circumstances arise regarding ******** or its business that create or have the potential to create harm or loss of goodwill
to any Card Brand; or (g) if required by a Card Brand or governmental authority to terminate this ******** Agreement.

**** ******** *** terminate this ******** Agreement in the event of a material breach of the terms of this ******** Agreement by **** or Clearent, provided ******** gives **** and
Clearent written notice of any alleged breach and such breach remains uncured for a period of 30 days following receipt of written notice by **** and Clearent.

**** The parties acknowledge and agree that in addition to all other remedies available to **** and Clearent under this ******** Agreement or as otherwise available in law or equity, if
this ******** Agreement is terminated by ******** other than pursuant to Section **** or by **** or Clearent pursuant to Sections 9.5 or ****, ******** agrees to pay **** and Clearent
an account closure fee in the amount de?*** in the ********* Fee Schedule per location or the maximum amount allowed by law (the Termination Fee). If no Termination Fee is listed
in the ********* Fee Schedule, then the Termination Fee shall be $395.00. ******** agrees that such Termination Fee shall also be due to **** and Clearent if ******** discontinues
submitting sales volumes and average transaction amounts that meet or exceed ********'s projections contained in the ******** *********** during the term of the ******** Agreement
for a period of 90 consecutive days, and is not designated on the ******** ***********, or by notice to **** and Clearent, as a seasonal merchant or as otherwise agreed to by **** and
Clearent. The Termination Fee shall be immediately due and payable to Clearent and ***** and ******** hereby authorizes Clearent and ***** through instruction from Clearent, to
deduct this amount from ********* Settlement Account or Reserve Account, or otherwise withhold the total amount from amounts due to ********, immediately on or after the e?ective
date of termination. If ********* account does not contain su?cient funds for the debit or the amount cannot be withheld by Clearent and **** from amounts due to ********, ********
shall pay Clearent and **** the amount due within 10 days of the date of Clearent and ****s invoice for same. ******** acknowledges and agrees that the Termination Fee is not a
penalty, but rather is a reasonable computation of the ?nancial harm caused by the termination of this ******** Agreement by ********. Such amounts shall not be in lieu of, but in
addition to any payment obligations for Services already provided hereunder (or that Clearent and **** *** continue to provide), and any and all other damages to which Clearent and
**** *** be entitled hereunder. For the avoidance of doubt, unless otherwise explicitly set forth in this ******** Agreement, ******** shall be required to pay a Termination Fee in
connection with termination of this ******** Agreement.

16.6 ****s or Clearents rights of termination under this ******** Agreement are cumulative. A speci?c right of termination shall not limit any other right of **** or Clearent to terminate
this ******** Agreement expressed elsewhere in this ******** Agreement. Notice of termination *** be given orally or in writing, and if given orally, shall be confirmed in writing.

16.7 Upon termination, ********* rights to complete Transactions and submit them to **** and Clearent, and to use Transaction form or formats, promotional material and any other
items provided by **** or Clearent, will cease. Any Transaction that is accepted by Clearent and **** after the e?ective date of termination will be returned to ******** and will not be
credited (or debited) to ********* account(s). If the deposit has already been posted to ********* account(s), said posting will be reversed.

16.8 Termination of this ******** Agreement shall not affect ********* obligations which have accrued prior to termination.

16.9 Sections 3.4, 4, 9, 10, 12, 14, 15, 16, 17, 18, 19, 20, 22, 25, 27, 28, 32, 33, 35, 38, 39, 40 and 41 will survive termination of this ******** Agreement.

17. Chargebacks. To the extent that **** and/or Clearent has paid or *** pay a Chargeback, ******** will be obligated to reimburse **** and/or Clearent for any such sums paid and
for related fees. A list of some common reasons for Chargebacks is contained in the Card Acceptance Guide provided; however, such list is not exclusive nor exhaustive and does not limit
the generality of the foregoing. ******** understands that obtaining an authorization for any Transaction shall not constitute a guarantee of payment, and such Transaction can be
returned or charged back to ******** like any other item hereunder. ******** acknowledges that its right to receive any amounts due from **** or Clearent is subject to ****s and
Clearents security interest and right of set off as set forth in this ******** Agreement.

18. Reserve Account.

18.1 At any time, **** (including at the instruction of Clearent) ***, at its option, establish a reserve account to secure the performance of ********* obligations (the Reserve
Account). The Reserve Account *** be funded through any or all of the following: (a) at the request of Clearent or ***** ******** will deposit funds in the Reserve Account within 1
business day after receiving Clearents or ****s oral or written request; or (b) without prior notice to ********, the transfer by **** (including at the instruction of Clearent) into the
Reserve Account of funds deducted from any payment due to ******** or from any funds in the Settlement Account or any other deposit account, including certi?***** of deposit, of
******** with a designated depository or other ?nancial institution. ******** authorizes deductions from its accounts by *** entry, sight draft, preauthorized check, reverse wire, or
otherwise as **** or Clearent deems appropriate under the circumstances. Whenever the balance in the Reserve Account is less than the minimum balance required, or is otherwise
de?cient, the same procedures set forth herein shall be followed in order to cure the de?ciency. Without limiting ****s or Clearents remedies, ********* failure to deposit any de?ciency
on time will permit **** or Clearent, without advance notice, to suspend or cease processing additional Transactions or terminate this ******** Agreement, as determined by **** or
Clearent in its sole discretion.

18.2 ******** acknowledges and agrees that the Reserve Account *** contain both funds deposited by the ******** and funds of other merchants of the **** or Clearent. The Reserve
Account will be separate from the Settlement Account. ******** shall have no right of withdrawal from the Reserve Account. The Reserve Account shall be under the sole control of *****
and Clearent shall not have access to or hold funds in the Reserve Account. Any funds held in the Reserve Account shall not bear interest.

18.3 At any time in ****s or Clearents sole and absolute discretion, **** or Clearent *** (i) designate the minimum balance required to be deposited in the Reserve Account, (ii) require
that the amount on deposit in the Reserve Account be increased, (iii) require that the ******** deposit, or **** (including at the instruction of Clearent) *** deposit for ******** into the
Reserve Account a percentage of, or a fixed amount from each Transaction processed, or (iv) otherwise determine the amount to be deposited in the Reserve Account.

18.4 If funds are not available in the Settlement Account, ******** hereby agrees that **** (including at the instruction of Clearent) ***, without prior notice to ********, deduct from
the Reserve Account any obligation of ******** to Clearent or **** under this ******** Agreement, including all fees, chargebacks and any and all additional fees, and sums su?cient to
reimburse Clearent or **** for the amount of any fines, penalty amounts and charges due to the ***********.

18.5 **** *** continue to hold or deposit funds in the Reserve Account after termination of this ******** Agreement. All provisions which apply to a pre-termination Reserve Account will
apply after termination, including requiring a minimum balance as determined by **** or Clearent in their sole discretion and replenishment of de?ciencies. The funds will be held by ****
or its designated agent for a period of not less than one hundred eighty (180) days from the date of the last Transaction processed under the ******** Agreement, plus the period of any
warranty, guarantee, and/or return policy on goods and/or services sold. **** will return the balance in the Reserve Account to ******** after **** and Clearent reasonably determine
that the risk of chargebacks and other fees has ended and after deducting all amounts that ******** owes to **** and Clearent under this ******** Agreement or any other agreement.
Under no circumstance shall the amount collected as a Termination Fee under the terms of this ******** Agreement be construed to satisfy the requirements of this section.

19. Security Interest.

19.1 To secure ********* performance of its obligations under this ******** Agreement, and any other agreement with **** or Clearent, ******** *****s Clearent and **** a ?rst
priority lien and security interest in each Transaction and its proceeds, the Settlement Account, the Reserve Account and any other deposit account of ******** with a ?nancial institution,
whether now existing or established in the future, and in the proceeds of all those accounts, and any of ********* property held by **** or Clearent. **** or Clearent *** enforce these
security interests without notice or demand. The security interests *****ed under this ******** Agreement will continue after this ******** Agreement terminates, until ******** satis?es
all its obligations to **** and Clearent.

19.2 ******** also agrees that, in the event of a default by ********, Clearent or **** has a right to seto? and *** apply any of ********* balances or any other monies due ********
from Clearent or **** towards the payment of amounts due from ******** under the terms of this ******** Agreement. The rights stated herein are in addition to any other rights
Clearent and **** *** have under applicable law.

19.3 Furthermore, and with respect to any security interests *****ed herein, **** and Clearent will have all rights a?orded under the Uniform Commercial Code, as the same ***, from
time to time, be in e?ect in the *****************; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the
security interests *****ed herein is governed by the Uniform Commercial Code as in e?ect in a jurisdiction other than the *****************, then **** and Clearent will have all rights
a?orded under the Uniform Commercial Code as in e?ect from time to time in such other jurisdiction for purposes of the provisions relating to such attachment, perfection or priority of
the security interests, as well as any other applicable law.

19.4 Upon request of **** or Clearent, ******** will execute one or more ?nancing statements or other documents to evidence the security interests *****ed to **** and Clearent under
this Section 19. ******** shall cooperate with **** and Clearent in obtaining any control agreement or similar agreement with a depository bank necessary to perfect the security
interests *****ed herein. In addition, ******** agrees that its signature on the ******** *********** will be considered ********* signature agreeing to any control agreement as de?***

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in Article 9 of the Uniform Commercial Code among ********, ***** Clearent and any other ?nancial institution under which ***** Clearent, ******** and any other ?nancial institution
agree to the disposition of funds in the Settlement Account, the Reserve Account or any other deposit account without further consent by ********.

20. Waiver of Jury Trial; Governing Law; Venue.

20.1 THE PARTIES SPECIFICALLY WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF THIS MERCHANT AGREEMENT, OR BETWEEN THE PARTIES FOR
ANY REASON.

20.2 THIS MERCHANT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE **** OF THE *****************, NOTWITHSTANDING ANY CONFLICTS OF
**** PRINCIPLES.

20.3 MERCHANT AND GUARANTOR HEREBY CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION TO THE ***** AND FEDERAL COURTS LOCATED IN ST. LOUIS COUNTY, ******** FOR
ANY DISPUTE ARISING OUT OF THIS MERCHANT AGREEMENT.

21. *********** **** and Clearent *** amend this ******** Agreement at any time by providing ******** with 15 days prior notice by: (a) sending ******** written notice of such
amendment in accordance with Section 3.4, or (b) posting such amendment to Clearents web site and providing ******** with electronic notice as provided in Section 3.4. The
amendment will become e?ective on the e?ective date stated in such notice, provided however if such amendment increases ********* fees (other than with respect to any pass
through of third party costs, including Card Brand fees, interchange, dues and assessments, or in connection with regulatory changes or introduction by Clearent or **** of new products
or services), ******** will have the right to terminate this ******** Agreement by providing Clearent and **** written notice thereof before the e?ective date. **** and Clearent ***
amend this ******** Agreement upon less than 15 days prior notice if **** or Clearent reasonably determines immediate modi?cation is required by Law, the Card Brand Rules, any
adverse change in ********* financial condition or if ********* sales volume or average transaction amount does not meet ********'s projections contained in the ******** ***********.

22. Waiver. ****s or Clearents failure to enforce this ******** Agreement will not waive ****s or Clearents rights under this ******** Agreement. Waivers of any provision of this
******** Agreement must be in writing and signed by **** and Clearent. A waiver in one instance will not apply to other occasions unless that intent is clear from the signed waiver.

23. Reports About ********; Exchange of Information. From time to time, Clearent and **** *** obtain credit and other information on ******** or any owner, o?cer,
shareholder, partner, proprietor, managing agent or guarantor of ********, from others (such as customers and suppliers of ********, lenders and credit reporting agencies), and furnish
information on ********* relationship with Clearent and **** and Clearents and ****s experience with ******** to others seeking the information, including without limitation the IRS
pursuant to any reporting requirements currently in place or those that ***be enacted at any time by ***************** government or any of its authorized agencies, any Card Brand, or
any of their member financial institutions, or any other third party, without any liability whatsoever to Clearent or ****.

24. Account Monitoring. ******** agrees that Clearent or **** *** upon reasonable grounds, divert the disbursement of ********* funds to the Reserve Account and/or temporarily
suspend processing under this ******** Agreement and/or terminate this ******** Agreement, and Clearent shall provide ******** with notice of such action. Reasonable grounds shall
include, but not be limited to, the following: suspicious or unusual Transaction activity; material variance in the nature of ********* business, type of product and/or service sold, average
ticket size, monthly volume or swiped/keyed percentages, from such disclosures made by ******** in this ******** Agreement; ******** does not authorize Transactions; receives
excessive retrieval requests against ********* prior activity; or excessive *** rejects or Chargebacks are debited against ********* prior activity. If ********* funds are diverted by
Clearent or Clearent has temporarily suspended processing under this ******** Agreement, such diversion or suspension shall be for any reasonable period of time required by Clearent to
fully investigate ********* account activity and resolve, to Clearents sole satisfaction, the subject questionable, suspect or fraudulent Transactions or activity of ********. Any funds
diverted shall be maintained in a non-interest bearing account at ****. **** and Clearent shall have no liability for any losses, either direct or indirect, which ******** *** attribute to
any diversion of funds, suspension of processing or termination of this ******** Agreement by Clearent pursuant to this section. Clearent will assess all fees and expenses incurred in
relation to its investigation of suspicious or unusual Transaction activity, which includes activity that deviates from this ******** Agreement, and ******** shall be responsible for the
payment or reimbursement of all such fees and expenses.

25. Cardholder Account Information; Compliance with PCI DSS.

25.1 ******** agrees that it will not disclose any Cardholder account information or other personal information to a third party for any purpose except to complete a Transaction pursuant
to the Card Brand Rules or as otherwise required or permitted by the Card Brand Rules or Law. ******** agrees that it will not request or use Cardholder account information for any
purpose that ******** knows or should have known to be fraudulent or in violation of the Card Brand Rules or for any purpose that the Cardholder did not authorize. ******** agrees that
it will only hold cardholder account information in compliance with PCI DSS. ******** will allow ************ Clearent or the **** to audit its PCI DSS compliance and information
technology systems from time to time. In the event of any actual or suspected loss or theft of Cardholder account information, ******** is required to contact **** and Clearent within 24
hours after becoming aware of such security breach. ******** shall be responsible, at its own expense, to (i) perform or cause to be performed an independent investigation of any data
security breach of Card or ***************** (ii) perform or cause to be performed any remedial actions recommended by such investigation, and (iii) fully cooperate with ***** Clearent,
the *********** or ***************** government or any of its authorized agencies in the investigation and resolution of any security breach. After ********* ******** *********** has
been accepted, ******** shall receive information from Clearent about how to become and remain PCI Compliant, which currently requires the ******** to complete a PCI DSS Self-
Assessment Questionnaire on an annual basis, and if applicable, to complete quarterly network vulnerability scans. The requirements to maintain status as PCI Compliant *** change
from time to time, and such requirements will be communicated to ******** in writing. ******** will be subject to a PCI Non-Compliance Fee each month that ******** is not PCI
Compliant. In addition, ******** shall promptly pay any ?nes, fee or penalties that *** be assessed by any Card Brand or any governmental authority as the result of its non-compliance
with PCI DSS.

25.2 To the extent that ******** provides any data to Clearent that contains Personal Information as de?*** under the California Consumer Privacy Act of 2018 (as amended) (*****,
Clearent shall act as a Service Provider (as de?*** in the ***** with respect to such Personal Information, in accordance with the ***** This ******** Agreement prohibits Clearent from
retaining, using, or disclosing Personal Information for any purpose other than for the speci?c purpose of performing the services speci?ed in this contract for ********, or as otherwise
permitted by the ***** ******** agrees that it shall comply with all its obligations, if any, under the ***** Clearent shall not sell any such Personal Information. Clearent hereby certi?es
that it understands the restrictions and obligations set forth in Cal. Civ. Code 1798.140(w)(2)(A) and will comply with them.

26. [Intentionally left blank.]

27. Attorneys' Fees. ******** and/or Guarantor will be liable for and will indemnify and reimburse Clearent and **** for all attorneys fees and other costs and expenses paid or
incurred by Clearent and/or **** in the enforcement of this ******** Agreement or in matters relating to this ******** Agreement, in collecting any amounts due from ******** to
Clearent and/or ***** or arising from any breach by ******** of this ******** Agreement, or any other wrongdoing by ******** or Guarantor.

28. Notices. All notices required by this ******** Agreement will be in writing (hard copy or electronic) and will be e?ective when delivered to and received by (i) Clearent at the return
address on the ********* Card processing statements, (ii) **** at the address designated on the ******** ***********, and (iii) ******** in accordance with Section 3.4. Any address
******** designates *** also be the address to which Clearent mails ********* statements. Delivery by facsimile transmission or electronic mail will be considered e?ective when sent
to the facsimile transmission number or email address that has been provided to Clearent.

29. Entire Agreement. This ******** Agreement constitutes the entire agreement between ******** and Clearent and **** for the Services covered by this ******** Agreement and
supersedes all prior or contemporaneous negotiations, stipulations or agreements relating thereto, whether oral or in writing. If any provision of this ******** Agreement is held to be
unenforceable, the other provisions remain effective.

30. Effective Date. This ******** Agreement becomes effective only when accepted by Clearent and ****.

31. Financial Accommodation; ****ruptcy.

31.1 ******** will notify **** and Clearent immediately if any bankruptcy, insolvency or similar petition is ?led by or against ********. ******** acknowledges that the acquisition and
processing of sales slips hereunder is a ?nancial accommodation and, as such, in the event of ********* bankruptcy, this ******** Agreement cannot be assumed or assigned, and
Clearent and **** shall be excused from performance hereunder.

31.2 ******** acknowledges and agrees that in the event of a bankruptcy proceeding, ******** must establish a Reserve Account or maintain a previously established and then current
Reserve Account in amounts required by **** and Clearent and in accordance with any Reserve Account provision speci?ed in this ******** Agreement. **** will have the right to seto?
against the Reserve Account for any and all obligations which ******** *** owe **** or Clearent, without regard as to whether the obligations relate to Transactions initiated or created
before or after the filing of the bankruptcy petition.

Page 13 of 15
32. ********* **** AND CLEARENT SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR***E WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER
**** NOR CLEARENT GUARANTEES OR WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

33. Independent Contractors. Clearent and **** and ******** are and shall remain independent contractors of one another, and neither they, nor their respective employees or
agents, shall have or hold themselves out as having any power to bind the other to any third party. Nothing contained in this ******** Agreement shall be construed to create or
constitute a partnership, joint venture, employer-employee, or agency relationship between Clearent and **** and ********.

34. Special Provisions Regarding EBT Transactions. Acceptance by ******** of EBT transactions is governed by speci?c provisions of the Card ***************** In accepting these
transactions, ******** agrees to abide by these provisions and failure to do so *** result in additional fees.

35. Limited Acceptance.

35.1 If appropriately indicated on the ******** ***********, ******** shall be a limited acceptance merchant, which means that ******** has elected to accept only certain **** and
MasterCard Card types as indicated on the ******** ***********, or via later noti?cation. The **** or MasterCard credit acceptance option on the ******** *********** refers to **** credit
and business transactions, and is what MasterCard refers to as Other Card transactions. Notwithstanding anything to the contrary in the ******** ***********, ******** can elect (i) to
accept only **** or MasterCard non-PIN based debit/stored value/electronic bene?t transactions (sometimes referred to as signature debit transactions, whether or not an actual
signature is required), (ii) to accept only **** or MasterCard Credit transactions, or (iii) to accept all **** or MasterCard credit and signature debit transactions; provided, however, that a
******** who accepts any **** or MasterCard Card types must accept all valid **** or MasterCard Card types issued by a non-**** issuer. ******** is not required to accept Cards of Card
Brands other than **** or MasterCard in order to accept **** or MasterCard Cards (except that transactions using ******************** Cards which also carry the MasterCard trade****
must be accepted if ******** accepts MasterCard Card transactions of the same type). Neither Clearent nor **** has any obligation other than those expressly provided under this
******** Agreement or the Card Brand Rules and applicable Law as they *** relate to limited acceptance. Neither Clearents ********* obligations include policing card types at the
point-of-sale. ******** will be solely responsible for the implementation of its decision for limited acceptance including but not limited to policing the Card Brand type(s) of transactions at
the point-of-sale submitted for processing by Clearent. Should ******** submit a Transaction for processing for a card type it has indicated it does not wish to accept, Clearent ***
process that Transaction and ******** will pay the applicable fees, charges, and assessments associated with that ************ ******** will comply with any applicable Laws and Card
Brand Rules and other applicable rules and regulations for the Card Brand type processed.

35.2 If ******** has chosen to accept Discover network Cards in the ******** ***********, ******** must accept Discover network Cards at all ******** establishments, including in
payment for purchases of goods and services, for charitable contributions and for Cash at Checkout Transactions (subject to the terms of the Card Brand Rules and other applicable rules
and regulations), when properly presented for payment by a Cardholder. Subject to this section, ******** must create a Sales Draft for each Discover network Card Transaction and
deliver at least one copy of the Sales Draft to the Cardholder. A ******** *** issue a Cash at Checkout (subject to the terms of the Card Brand Rules) in connection with a Discover
network Card ************ ******** must deliver a single Authorization request for the aggregate total of the goods/services purchase amount and the Cash at Checkout amount. In
addition, the Sales Draft must include both the purchase amount and the Cash at Checkout amount.

36. Binding Effect. This ******** Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

37. Signature Provisions. Any duplicate original (whether digital, photographic, or otherwise) or electronic record of this ******** Agreement shall have the same force and e?ect as
the original form of this ******** Agreement. By signing the ******** *********** or by submitting Transactions, ******** accepts and agrees to the terms and conditions of this
******** Agreement.

38. Required ******** Information. The *** PATRIOT Act and other applicable Laws require all ?nancial institutions with which Clearent has relationships to obtain, verify, and record
information that identi?es each person (including business entities) who seeks to open an account with a ?nancial institution. As a result of ********* status as an account holder with
***** ******** shall provide documentary veri?cation of ********* identity, such as a drivers license or passport for an individual and certi?ed copy of organization documents for an
entity in manner acceptable to **** and Clearent. **** and Clearent reserves the right to verify ********* identity through other non-documentary methods as **** or Clearent deems
appropriate in its sole discretion. **** and Clearent *** retain a copy of any document it obtains to verify ********* identity with the financial institution.

39. Continuing Guaranty. As a primary inducement to Clearent and **** to enter into this ******** Agreement, and to approve the ******** *********** of ********, the Guarantor(s),
jointly and severally, who signed on the Guarantor signature line(s) on the ******** ***********, agree to be bound by all terms and provisions of this ******** Agreement to the same
extent and in the same manner as ********. Guarantor(s) understands that Clearent or ***** without notice to Guarantor(s), *** from time to time renew or extend this ********
Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to ******** all of which *** increase the Guarantors obligations under this
Guaranty. Guarantor(s) further understands that Clearent or **** *** proceed directly against Guarantor(s) without ?rst exhausting Clearents or ****s remedies against the ********,
any other person or entity responsible to Clearent or **** or any security held by Clearent or ****.

40. Taxes. Unless ******** is otherwise exempt, and, if applicable, provides a valid exemption certi?cate, ******** agrees to pay any taxes imposed on the services, equipment,
supplies, and other property provided under this ******** Agreement, and ******** authorizes Clearent to increase the amount collected from ******** to re?ect any and all
assessments or increases in the sales, use, occupational, property, lease, or other taxes imposed on such sale or lease of services, tangible property, intellectual property, equipment,
supplies, and other goods purchased. Clearent or **** *** deduct withholding taxes, if any, from proceeds payable to ******** where required under applicable law.

41. No Transfer of Rights. No transfer, ***** or license of rights under any patent or copyright or to any intellectual property, proprietary information and/or trade secret is made or is to
be implied by this ******** Agreement except as *** be expressly stated otherwise herein

42. Definitions. As used in this ******** Agreement, the following terms will have the following meanings:

"*** Rules" means collectively, the National Automated ************************** (N***A) Operating Rules and N***A Operating Guidelines, as the same are amended from time to
time.

"Authorization" means approval by, or on behalf of, the Card issuer to validate a Transaction for a ******** or another a?liate bank. An Authorization indicates only the availability of the
Cardholders credit limit at the time the Authorization is requested.

"Card" means a valid credit card or debit card bearing the service **** of ****, MasterCard, *************************** private-label credit card, ATM/debit card, or any other card which
**** *** at any time specify in writing as an additional Card payment option available to a ********.

"Cardholder" (sometimes referred to as Card ****** in Card Brand materials) means the individual whose name is embossed on a Card and any authorized user of such Card.

"Card Brand" means any entity formed to administer and promote Cards, including, without limitation, ******************************************************* Discover Financial
Services, LLC; ******************************* **** ******, ***** and **** International, Inc., and in the case of debit Transactions, the debit networks.

"Card Brand Rules" means the rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Brand.

"Cash at Checkout" means a Transaction using a Discover network Card whereby the Cardholder elects to receive additional cash in excess of the purchase price, all as provided by the
Card Brand Rules of Discover.

"Chargeback" means the procedure by which a Sales Draft or other indicator of a Transaction (or disputed portion thereof) is returned to **** or the issuer, the liability for which is the
********* responsibility.

"Processing Fees" means the fees payable by ******** to **** and Clearent for the Services **** and Clearent provides to ******** in connection with the ******** Agreement, as the
same *** be revised from time to time.

"Sales Draft" means evidence of a purchase of goods or services by Cardholder from ******** using a Card, regardless of whether the form of such evidence is in paper, electronic or
otherwise, all of which must conform to Card Brand Rules.

Page 14 of 15
"Services" means the activities undertaken by Clearent and **** to authorize, process and settle all ************* Dollar-denominated ***************** Discover, MasterCard and ****
Card Transactions undertaken by Cardholders at ********* location(s) in *****************, and all other activities necessary for Clearent and **** to perform the functions required by
the ******** Agreement for all other Cards covered by this ******** Agreement.

"Settlement Account" means an account at a ?nancial institution designated by ******** as the account to be debited and credited by **** for Transactions, fees, Chargebacks and other
amounts due under the ******** Agreement.

"Transaction" means acceptance of a Card for payment for goods sold and/or leased or services provided to Cardholder by ******** and receipt of payment from **** in accordance with
the terms of the ******** Agreement.

v04012022

Page 15 of 15
Customer Answer
Date: 06/15/2023
Better Business Bureau:

I have reviewed the response made by the business in reference to complaint ID ********, and find that this resolution is satisfactory to me.

Sincerely,

*************************
Initial Complaint
Date:06/06/2023
Type:Customer Service Issues
Status:
AnsweredMore info
Complaint statuses
Resolved:
The complainant verified the issue was resolved to their satisfaction.
Unresolved:
The business responded to the dispute but failed to make a good faith effort to resolve it.
Answered:
The business addressed the issues within the complaint, but the consumer either a) did not accept the response, OR b) did not notify BBB as to their satisfaction.
Unanswered:
The business failed to respond to the dispute.
Unpursuable:
BBB is unable to locate the business.
After being a customer for over 8 years, we found a better deal and decided to switch to another credit card processor. We were then hit with a $395 "early termination fee" x 3 stores. It was our understanding that we were NOT under contract and feel this was unwarranted.
Business Response
Date: 06/12/2023
Hello, Unfortunately, once your original merchant contract expires, it auto-renews based on our terms and conditions. Please consult with your ISO for more information around the details of your contract.

BBB Business Profiles may not be reproduced for sales or promotional purposes.

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When considering complaint information, please take into account the company's size and volume of transactions, and understand that the nature of complaints and a firm's responses to them are often more important than the number of complaints.

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