HomeMy WebLinkAbout26-031 - Contract - Catalis - Unified Payment ProgramDocusign Envelope ID: 52EA8490-6516-423E-B52B-BF70039B0978
A016,, 1f, Catalis
3025 Windward Plaza, Suite 200 Contract No.: 20-009
Alpharetta, GA 30005 26-031
UP Program —Order Form Council Approval N/A
CUSTOMER INFORMATION
Customer:
City of Tukwila
Address:
15005 Tukwila International
Primary Contact:
Latricia Kinlow; trish.kinlow@tukwilawa.gov
Blvd, Tukwila, WA 98188
System
Rajyanessa Valoaga;
Administrator:
rajyanessa.valoaga@tukwilawa.gov
Billing Contact:
Valerie Marino
ACH:
❑
Billing Email:
valerie.marino@tukwilawa.gov
PO Required:
❑ PO No.:
Billing Phone:
206-433-1840
Tax Exempt:
❑
Catalis Representative: Rebecca Bollom; rebecca.bollom@catalisgov.com; 832.741.2636
TERM
Services Start Date: January 1, 2026
The Initial Term of the Agreement shall begin on the Services Start Date and will continue for three (3) years ("Initial Term").
Upon completion of the Initial Term, the Agreement shall automatically be renewed for a subsequent annual twelve (12)
month term(s).
BILLING SUMMARY
1. Payment Processing Fees shall be processed upon the Subscription Start Date.
2. Invoices shall be due and payable within thirty (30) calendar days following invoice by Catalis.
TERMS AND CONDITIONS
The Agreement contains the following, listed in order of appearance:
This Order Form
UP Program Terms
Payment Processing Terms and Conditions with Sub -Merchant Agreement
Schedule A: Scope and Schedule of Services
Schedule 8: UP Program's Scope and Schedule of Services
Schedule C: Sample Website Disclaimer
In the occurrence of a conflict between any of the above with one another, this Order Form shall control.
General Notes:
1. Capitalized terms used herein but not defined in this Order Form have the meanings given to them in the Master Software
Subscription and Services Agreement.
2. The Parties agree to keep all aspects of this agreement confidential to the extent permitted by law.
3. Order Form line items represent estimates based upon initial evaluation of project complexity and duration. The actual
time to complete the scope of work may vary. The Pricing listed above is estimated based on the information available
to Catalis at the time of the making of this Order Form.
4. Following adoption of this Order Form, changes to the Statement of Work must be memorialized with a written
Amendment or Work Order, without regard to whether the change affects costs, and must be approved in writing by
Catalis and the Customer. If the changes impact cost, an estimate of the cost impact shall be included. Any cost for future
Professional Services, customizations, modifications, or integrations shall be provided at the Catalis standard calendar -
year hourly services rate ($225 for 2025). The Statement of Work shall be subject to the terms of this Agreement.
Catalis Order Form (v0725) Page 1 of 21
Docusign Envelope ID: 52EA8490-8516-423E-8528-BF70039B0978
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
Contract No.: 20-009
ACCEPTANCE
By signing below, signatories represent that they are validly authorized to enter into this Order Form and accept their
terms and conditions. The Order Form is dated effective and shall be considered binding upon execution ("Effective Date")
by and between both parties.
CITY OF TUKWILA MUNICIPAL COURT, WA:
By:
Name: K4MBERLYWALDEN
Title: JUDGE
Date:
CATALIS PAYMENTS, LLC:
By:
Signed by:
Name:
JEFF HESS
Title:
CHIEF OPERATIONS OFFICER
Date:
1/7/2026 110:14:37 AM EST
Cotolis Order Form (0725) Page 2 of 21
mncunignEnvelope ID: o2Eao4ou-Bo)m-423e,B5zB-epToo3euoorm
Catalis
Contract No.�20-009
� ^ 3025Windward Plaza, Suite 2OO
Alpharetta, 5A3OUO5
UP PROGRAM TERMS
This Agreement is entered into by and between the TUKWILA MUNICIPAL COURT hereinafter referredtoasthe-UPPmKram,"
and [ata|is Payments, LL[ hereinafter referred to an 16e Contractor" mr"Cat lis," whose principal office is located in the
State of Georgia.
WHEREAS, UP Program has determined the need to have certain services performed for local citizens but does not have the
manpower prexpert�betpperform such services; and
WHEREAS, Catalis is a government services, technology company that, among other things, provides software that permits
government agencies to collect citizen payments online via the web or mobile device.
WHEREAS, UP Program desires to have Cata|is perform such services pursuant to certain terms and conditions; now,
therefore,
IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows:
Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services
described onExhibit Aattached hereto and incorporated herein hythis reference osifhuUysetforth.|npedbnning
such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances
applicable to the performance of such services and the handling nfany funds used in connection therewith. The
Contractor shall request and obtain prior written approval from the UP Program if the scope or schedule is to be
modified inany way.
2. Scope and Schedule of Services to be Performed by UP Program. UPProgram shall perform those services described
on Exhibit B attached hereto and incorporated herein by this reference as if fully set forth.
]. Duration of Agreement. This Agreement shall be infull force and effect for a period commencing January 12026,
and ending December 31, 2028, unless sooner terminated under the provisions hereinafter specified.
4. Independent Contractor. Contractor and UP Program agree that Contractor is an independent contractor with
respect to the services provided pursuant to this Agreement. Nothingin this Agreement shall beconsideredto create
the relationship ofemployer and employee between the parties hereto. Neither Contractor nor any employee of
Contractor shall be entitled to any benefits accorded UP Prograrn employees by virtue of the services provided under
this Agreement. The UP Program shall not be responsible for withholding or otherwise deducting federal income tax
or social security mrcontributing tmthe State Industrial Insurance Program, or otherwise assuming the duties ofan
employer with respect to the Contractor, or any employee of the Contractor.
S� Indemnification. The Contractor shall defend, indemnUyandhcddthePublioEntby its officers, offi�ciab`employees
and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising
out of or in connection with the performance of this Agreemient, except for injuries and damages caused by the sole
negligence of the Public Entity.
Should a court cdcompetent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the
event ofliability for damages arising out of bodily injury to persons mrdamages tm property caused byurresulting
from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and
volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further
specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver
m[immunity under Industrial Insurance, Title SlR[VV solely for the purposes ofthis indemnification. This waiver has
been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of
this Agreement.
DocvwignEnvelope ID: ooE*o*goaw10-42oe-Beoe-BFrn000enora
Cmta|b
]OZ5Windward Plaza, Suite Z0g
Alpharetta, GA 30005
Contract Nn.:2O-009
6. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims
for injuries to persons or damage to property which may arise from or in connection with the performance of the
work hereunder by the Contractor, their agents, representatives, employees or subcontractors, Contractor's
maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the
liability ofthe Contractor tothe coverage provided bysuch insurance, orotherwise limit the UPProgram's recourse
toany remedy available atlaw orinequity.
A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described
1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property
damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned,
hired and leased vehicles. [overage yhmU be written on insurance Services Office (I50) form [A0OO1
ora substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed
toprovide contractual |iab|Uiiyoo,en*8e.
2� Commercial General Liability insurance with limits no less than $1,000000 each occurrence,
$2'000000 general aggregate and $],OOOOOO products -completed operations aggregate limit.
Commercial General Liability insurance s,hall be as least at broad as ISO occurrence form CG 00 01 and
shall cover liability arising from premises, operations, independent, contractors, products -completed
operations, stop gap liability, personal injury and advertising injury, and liability assumed under an
insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project
general aggregate limit using ISO form [G 25 Q] 05 09 or an equivalent endorsement, There shall be
nmexclusion for liability arising from explosion, collapse or underground property damage. The VP
Program shall be named as an additional insured under the Contractor's Commercial General Liability
insurance policy with respect to the work performed for the UP Program using ISO Additional Insured
endorsement [GZV1O10 01and Additional Insured -Completed Operations endorsement CG2O37l8
O1orsubstitute endorsements providing atleast asbroad coverage.
I coverage as required by ,he industrial insurance laws of the State of
Washington.
B. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General. Liability
insurance policies are to contain, Or be endorsed to contain that they shall be primary insurance with.
respect to the UP Program. Any insurance, self-insurance, or insurance pool coverage maintained by the UP
Program shall be excess of the Contractor's insurance and shall not contribute with it.
C. Acceptability of Insurers. insurance is to be placed with insurers with a current A.M. Best rating of not less
than A: VII
D. Verification of Coverage. Contractor shall furnish the UP Program with original certificates and a copy of
the amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the Contractor before commencement of the
work. Upon request by the VP Program, the Contractor shall furnish certified copies of all required
insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors'
coverage'
E Subcontractors. The Contractor shall have sole responsibility for determining the insurance coverage and
limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance
with reasonable and prudent business practices.
Catalis Order Farm (v0125) Page 4 of 21
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F Notice of Cancellation. The Contractor shall provide the UP Program and all 466ibnna| insureds for this
work with written notice of any policy cancellation, within two business days of their receipt of such notice.
G. Failure toMaintain Insurance. Failure onthe part ofthe Contractor tomaintain the insurance os required
shall constitute a material breach of contract, upon which the UP Program may, after giving five business
days notice to the Contractorto correct thie breach, immediately terminate the contract or, at its discretion,
procure urrenew such insurance and pay any and all premiums in connection therewith, with any sums so
expended to be repaid to the UP Program on demand, or at the sole discretion of the UP Program, offset
against funds due the Contractor from the UPProgram,
7. Record Keeping and Reporting.
A. The Contractor shall maintain accounts and records including personnel, properly, financial and
programmatic records which sufficiently and properly reflect all direct and indirect costs ofany nature
expended and services performed in the performance of this Agreement and other such records as may be
deemed necessary by the UP Program to ensure the performance of this Agreement.
B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission
to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the
@. Audits and Inspections. The records and documents with respect tnall matters covered bythis/gmeememLshd|be
subject at all times to inspection, review or audit by law during the performance of this Agreement.
1 Termination. This Agreement may atany time be terminated byeither party giving to the other party ninety (90
days written notice of the UP Program's intention to terminate the same. Failure to provide products on schedule
may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the UP Program
shall have the right toterminate this Agreement immediately.
lO. Discrimination Prohibited.The Consultant, with regard tothe work performed by|tunder this Agreement, will not
discriminate on the grounds of race, religion, creed, color, national origin, age veteran status, sex, sexual
orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected
class status under state orfederal law, in the selection and retention of employees or procurement of materials or
supplies.
11. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services
contemplated by this Agreement without the written consent of the UP Program.
12. This Agreement, together with attachments or addenda, represents the entire and
integrated Agreement between the UP Program and the Contractor and supersedes all prior negotiations,
representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any
force oreffect unless itisiowriting and signed bythe parties.
13. Severability and Survival. Kany term, condition orprovision ofthis Agreement iydeclared void mrunenforceable or
limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions
shall remain fully enforceable. The provisions of this Agreement, which by their sense and momtext are reasonably
intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this
Catafis Order Form (vO725) Page 5 of 21
oormnignEnvelope ID: o2Eao*mo*n10-4ouE-eoee-ep7nn3gBV9rV
[ata|b
3DZ5Windward Plaza, Suite 2OO
Alpharetta, GAJVOO5
14.Notices. Notices tothe Parties shall hesent tothe following addresses:
TUKVV|LAMUNICIPAL COURT
l5OO5TUKVV|U\INTERNATIONAL BLVD
Tukwila, Washington 98188
CatalisPaymemts, LLC
ATTN:Legal Department
3O2GWindward Plaza, Suite JND
Alpharetta, Georgia 10005
Contract No,,:7o-0O3
15. This Agreement shall be governed byand construed in accordance with
the laws ofthe State cfWashington. |nthe event any suit, arbitration, orother proceeding isinstituted toenforce
any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King
County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit.
oocu*QnEnvelope ID: o2e*849o-Bn10-42ns-BmaB-Bp7000eooeTo
Catalis
30I5VWndwandPlaza, Suhr28O DmntradNo.:ZO-0O9
Alpharetta, GA]OOOS
PAYMENT PROCESSING TERMS & CONDTIONS, WITH SUB -MERCHANT AGREEMENT
1,Payment Processing Terms &CondkUmns
Introduction
This Payment Processing Service Agreement ("Agreement") governs the use of the Provider's services by e Merchant. By
executing a Statement of Work (^5DNr) that references this Agreement, or by starting to use Provider's Services, the
Merchant agrees tothe terms ofthis Agreement,
E -PAYMENT SYSTEM
Subject tothe terms ofthis Agreement, during the Term, Provider will process electronic payments toMerchant ("Payments")
from Merchant's taxpayers, citizens and/or customers ("Customers") via an electronic payment system that is provided by
Pnw|derandisdescribedinmoredetsUintheSDVV(the°E-PaymentSystem"). Merchant will promptly provide Provider with
information reasonably required by Provider in order to promptly and accurately perform the services contemplated by this
Agreement.
Payment Date.
The date the Payment is posted is the date the Customer manually transmits the Payment to the E-PaymentSyshem or the
date an agreed automatic Payment is initiated, whichever is applicable (the "Payment Date"). The Payment Date will be
deemed the date the Payment is made for all purposes, including any late fees, if any, that Merchant may charge to such
Customer. Provider will remit to Merchant all Payments paid via the E -Payment System nolater than two (2)business days,
excluding bank holidays, following the Payment Date. Provider cannot control Merchant's financial institution's funds
availability or posting policies.
Chargebanks.
Merchant will promptly investigate all Chargabadm (as defined by the Rules of the applicable Payment Network) with the
assistance pfProvider. Merchant is responsible for the amounts of all Chargebacks, deposit errors, refuinds, and unfulfilled
products and services ("Disputed Amounts"), Provider is responsible for the third -party fees and penalties levied by a
Payment Network in respect of the investigation and resolution of a Chargeback ("Chargeback Resolution Fees"). Provider
may, in its discretion, debit Merchants account in respect ofDisputed Amounts or bill Merchant for the amount ofsuch
Disputed Amounts.
Fraud.
Provider may, in its sole discretion, implement any fraud prevention systems that itdeems necessary, apPnopriane, and/or
advisable, including, but not limited to, CVV2, Address Verification Service, Verified by Visa, MasterCard Secure Code and/or
similar systems.
Indemnified Payments.
[hargebacksand Fraud Sections notwithstanding, for payment types marked as Indemnified in the SOW, Provider will
promptly investigate all [hargebacks (as defined by the Rules of the applicable Payment Network) with the assistance of
Merchant. Provider will be liable for Chargeback liability derived from Payments processed by Provider; provided, however,
that (a) the Payment was made via credit card, debit card, PayPa|' mrVenmm; and (b) Provider may, in in its sole discretion,
implement any fraud prevention systems that it deems necessary, appropriate and/or advisable, including, but not limited
to, CVV2'Address Verification Service' Verified by Visa, MasterCard Secure Code and/or similar systems; and (c) Merchant,
will promptly, from time to time, deliver to Provider all agreements, documents and data and perform all such acts and deeds
that Provider requests from (or o0 Merchant for the purpose of resolving a [hargeback/ and (d) Merchant will reimburse
Provider in respect to fraud, deposit errors and/or duplicative payments.
Modification of E -Payment System.
Provider may modify the features and functionality of the E -Payment System at any time and from time to time; provided,
however, that Provider will not modify the E-Payment5yyhem in a manner that would significantly adversely affect the use
Catalis Order Form (0725) Page 7 of 21
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Contract No.: 20-009
Fees.
In consideration for the provision of the E -Payment System, Customers will pay to Provider, in respect of each Payment, the
Convenience Fees that are detailed inthe SOW and Merchant, lfapplicable, will pay toProvider the Merchant Absorbed Fees
and/or other fees set forth inthe SOW. Provider will pay the charges levied by the Payment Networks for processing
Payments, including interchange fees, assessments, authorization fees, risk fees, transmission fees and similar fees
(°hansaoLionFees^)and for Lhar8ebackResolution Fees. |ffederal and/or state statutes orPayment Network Rule changes
impact the ability to impose the Convenience Fees and/or Merchant Absorbed Fees, mrifthe Payment Network(s) notify
either party of changes required to the Convenience Fees and/or Merchant Absorbed Fees, the parties agree to amend the
Convenience Fees and/or Merchant Absorbed Fees tocomply with such statutes and rw|uchom8ey. The Convenience Fees
and/or Merchant Absorbed Fees are calculated based on the assumptions that the total number of payments and the total
payment amount collected each month from the use ofnon-consumer credit and debit cards shall be under 5% of the
respective total per month and that the combined cost of Third Party Fees is less than 60% of the Convenience Fees and/or
Merchant Absorbed Fees charged by Provider for a given transaction type (e.g., tax payment) and/or payment method (e.g.,
Visa credit) (collectively, the "Fee Assumptions^). Provider may amend the SOW, upon prior written notice to Merchant, if
Fee Assumption is not accurate or if such change is required due to changes in the Rules. "Payment Network" means a group
of credit/debit card issuer banks, debit networks and other method providers, including, without limitation, PayPa|
Commerce, Visa U.S.A., Inc., MasterCard International, Inc., American Express' Discover, and the NYCE, Pulse, Star, and
|nterUnk debit networks. "Rules" are the bylaws, rules, and regulations, as they exist from time to time, of the Payment
Networks. "Third Party Fees" means all taxes imposed by any governmental entity and Transaction Fees.
Reporting.
Provider will provide its standard daily transaction reports, provided, however, that Provider may provide cusLorn trdn5dction
reports to Merchant for an additional monthly fee upon Merchant's request.
Routing; Transaction Processing.
Provider may, in its sole discretion, route Payments through any eligible network, including but not limited to debit networks,
and/or process Convenience Fees as a single transaction (Convenience Fee plus Payment) or as separate transactions.
GENERAL
Operating Regulations.
Merchant agrees that 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 mrrequirement that
may be published and/or mandated by the Associations orpayment networks (collectively "Operating Regulations") are
incorporated by reference into this Agreement and that nothing in this Agreement shall be construed to interfere with or
lessen the right of Processor, Member Bank, or the Associations to terminate the Provider Merchant Agreement at any time.
"Associations" as used in the Agreement shall mean Mastercard International Inc. ("Mastercard"), VISA U.S.A. Inc. ("VISA"),
Discover ("Discover"), and certain similar entities. In the event ofa conflict between this Agreement and the Operating
Re#u|atiuns,thegpemhngRegu|aUonswiUcontro|.^01emberBank^asused|nthisAgreementshaNmeanamembermfV|SA,
Mastercard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement.
Merchant Obligations.
Merchant acknowledges and agrees:
I� itisresponsible for the actions ofits employees and agents;
2. it will comply with all applicable laws and regulations and all applicable parts ofthe Operating Regulations; including
those parts regarding the ownership and wsemfan Association's mark including but not |irnitedto names, |oBns' trade
names, logotypes, trademarks, service marks, trade designations, and other designations, symbols ("Association Marks");
3. Provider or an Association is authorized to research Merchants background including, but not limited to, credit
background checks, banking relationships, and its financial history, -
4. notwithstanding any provisions in the agreement tothe contrary, information obtained in connection with Merchant's
application or processing relationship may be shared with Association for any legitimate purpose;
S. it will notify Provider ofany third party that will have access tocardholder data;
Catolis Order Form (072 5) Page 9 of 21
0000 ignEmvewpem:ouE*m4om-B510-42oE-os2o-erroonsuooro
Catalis
30o5Windward Plaza, Suite 20O
Alpharetta, GA 30005
Contract No.: 20-009
6. bwill comply with, and will contractually require its suppliers and agents tocomply with, the provisions ofthe Cardholder
Information Security Program ([ISP) and PCI DSS or other security program as required by an Association and
demonstration compliance with these security obligations; and
7. Associations may conduct, or direct another party to conduct, an audit of Merchant at any time, and Merchant much
comply inall material respects with such audit until its completion.
Q. In the event that more than $1,000,000 in Visa transactions and/or $1,000,000 in MasterCard transactions (or such other
amount provided by the Operating Regulations) ("Benchmark Amount") is processed through and on behalf of Merchant
in any 12 -month period, Merchant will automatically be deemed to have accepted, and will be bound by, the "Merchant
Services Agreement for Sub -Merchants" with Provider's designated merchant acquirer ("Acquirer") which is set forth in
the Merchant Services Agreement for Sub -Merchants, the terms of which will be independently enforceable by Acquirer.
Merchant represents and warrants that it will not:
1. discriminate against Cards or Issuers (e.g. limited acceptance options) except in full compliance with the Operating
Regulations;
2� intermingle fees associated with anAssociations' transactions with, fees associated with other Card transactions in its
pricing;
3. submit any transaction to Provider that was previously charged back and subsequently returned to the Merchant,
irrespective ofCardholder approval;
4, knowingly submit any transaction that is illegal or that the Merchant should have known was illegal. Merchant
acknowledges that such transaction must be legal in both Cardholder's and Merchant's jurisdiction;
5. submit transaction that it knows, or should have known is either fraudulent or not authorized bythe Cardholder;
6. 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, nor request a Card Verification
Value 2 ("CVV2") for a card -present transaction, nor retain or store any portion of the magnetic -stripe data subsequent
to the authorization of a sales transaction, nor any other data prohibited by the Operating Regulations or this Agreement,
inc|u6ingCVuZ/
7� add asurcharge totransactions, except asexpressly permitted by, and infull compliance with, the Operating Regulations;
8. charge a minimum or maximum amount for a transaction unless expressly authorized by, and in full compliance with,
the Operating Regulations;
8, disburse funds in the form of cash unless Merchant is participating in full compliance with a program supported by an
Association for such cash disbursements and in full compliance with the Operating Regulations;
10. submit a transaction that does not result from an act between the Cardholder and the Merchant;
11. accept Card issued by a U.S. Issuer to collect mrrefinance an existing debt, unless expressly authorized by, and in full
compliance with, Operating Regulations;
12. request or use a Card account number for any purpose other than as payment for its goods or services; and
13. add any tax tutransactions, unless applicable law expressly requires that a Merchant be permitted to impose a tam. In
such event, any tax amount, if allowed, must be included in the transaction amount and not collected separately.
14. If applicable, Merchant will provide Provider with a copy of its annual PCI Attestation of Compliance (AOQ and/or PCI
Se|fAszeszmentOwesdonnaim (SAQ) (as applicable based on PCI DSS qualifications) annually.
American Express.
1. If Merchant chooses to accept American Express, then Merchant agrees to the terms and conditions set forth below.
2. Processing Restrict)mns, Merchant is prohibited from processing Transactions prreceiving payments on behalf of, or
(unless required bylaw) re -directing payments tmany other party,
3. Third Party Beneficiary Rights.
m Merchant confers on American Express the beneficiary rights, but not obligations, to the Agreement and, as such,
American Express has the express right to enforce the terms of the Agreement against the Merchant.
u Merchant warrants that it does not hold third party beneficiary rights to any agreements between Provider and
American Express and at no time will attempt to enforce any such agreements against American Express.
4. American Express Liability. MERCHANT ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AMERICAN EXPRESS,
ITS AFFF|L|ATES'AGENTS' SUCCESSORS, OR ASSIGNS BE LIABLE TO MERCHANT FOR ANY DAMAGES, LOSSES, OR COSTS
INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY
ovcvmyoEnvelope ID. 52sa8490-B516-423se52B-Br70039ene78
Catalis
3025Windward Plaza, Suite ZOO
Alpharetta, GA3OOOS
Contract No.: 20-009
OTHERWISE, OR STATUTES,REGULATIONS, ORANY OTHER THEORY),ARISING OUT DFOR|NCONNECTION WITH THE
AGREEMENT.
S. The American Express, Merchant Operating Guide may be viewed at� www, ierchan o
PaypaL
if Merchant chooses to accept RayPaLthen Merchant authorizes anddirectsProvider to:
1. establish a PayPa| account for and on behalf of Merchant ("Merchant's PayPa| Account");
2. authorize and direct Paypa| to deposit Payments from Customers to Merchant via PayPa| (^*ayPm| Payments") into the
Merchant's PmyPm|Account;
3. authorize and direct PayPal to link Merchanf s PayPal Account to Merchant's bank account described below ("Merchant's
Bank Account");
4. authorize and direct PayPal to regularly sweep funds from the Merchants PayPal Account to Merchant's Bank Account;
and
5. administer and manage the Merchant's PayPa| Account, including receipt ofany PayPa| notices in connection with each
account.
Provider believes that pursuant to its contract with PayPa| as outlined above, Provider does not receive transfer and/o/
transmit funds. Rather, funds flow from Customers to Paylsal, and then from PayPal to Merchant.
If, however, any governmental entity asserts that Provider does receive, transfer and/or transmit funds, then:
1, Merchant hereby appoints Provider au its lawful agent toreceive and processPayPu| Payments; and
2. Merchant acknowledges and agrees that, with respect to the payor, payment to Provider constitutes de|ivery, of such
payment to Merchant, and, as such, Merchant will not hold the Customer responsible for Provider's failure xo deliver
payment, but rather Merchant will seek redress only fnomProvider.
Exdusixdy.
Merchant will not accept credit card or other Electronic Payments through a similar E-PaymentSVatem for Payments from
Customers for the services listed in the 5OVV hereto other than through Provider without the prior written consent of
Provider.
Compliance with Law.
Each party will comply, aisuch party's own expense, with all laws, policies, guidelines, regulations, ordinances, orders, and
rules of all governmental authorities and/or regulatory bodies having jurisdiction over such party and/or the subject matter
of this Agreement, including, without limitation, the rules promulgated by the Credit Card Payment Networks, the Payment
Card Industry (PCI) Data Security Standard, Visa Cardholder Information Security Program ([iSP)'the MasterCard Site Data
Protection Program (SDP), and the Federal Trade Commission. Provider shall comply with applicable laws and regulations
governing electronic check processing, check conversion, and/or the initiation of preauthohzed electronic debit entries,
including but not limited to the Electronic Fund Transfer Act of 1978, Federal Reserve Regulation E, the Electronic Signatures
in G|n6a| and National Commerce Act, and all FTC and NACHArules and regulations, Merchant may be responsible for any
fines and/or penalties related to ACH notifications of change (NOC) and/or electronic check return cancellations that a,re not
remedied |naccordance with the NACHARules.
Nondisclosure.
Each party agrees to keep confidential and to use only for purposes of performing under this Agreement, any proprietary or
confidential information of the other party disclosed pursuant to this Agreement which is appropriately marked as
confidential or which could reasonably be considered of proprietary orconfidential nature ("Confidential In formation"),
and, except as otherwise permitted by this Agreement, the terms of this Agreement and all negotiations relating thereto (but
not the existence of this Agreement generally). The obligation of confidentiality does not apply to information which is
required by |avv to be disclosed (including public right -to -know laws), which is publicly available through authorized
disclosure, is known by the receiving party at the time of disclosure, or is rightfully obtained from a third party that has the
right to disclose it. All Confidential Information will remain the property of the disclosing party.
Catafis Order Farm (0725) Page 10 gf21
DocusignEnvelope ID: 52EA*4SQ-B51G-423Ef52B-8F7003VBO978
4! _0 Cas
~^'%� 3O25Windward Plaza, Suite 3OO
Alpharetta, GA3DOU5
Contract No.: 20-009
Privacy and Security.
Merchant is solely responsible for the security of data rpsiding on server, owned or operated by Merchant and all third parties
(other than Provider) designated by Merchant (e.g., a Web hosting Merchant, processor and other service providers), and for
data transmitted toProvider. Merchant will not use, disclose, sell, and/or disseminate any cardholder information obtained
in connection with a Payment (including the names, addresses and card account numbers of cardholders) except for purposes
of authorizing, completing, and settling a Payment and resolving any[harge6acky' retrieval requests, mrsimilar issues
involving a Payment, other than pursuant to a court or governmental agency request, subpoena, or order. Merchant will use
proper controls for and limit access to, and ender unreadable prior to discarding, all records containing cord account
numbeoand card |mpr|n\s. Merchant agrees that itwill comply with all Provider sccudtyprotocols and security advisories
in effect during the Term. Merchant is responsible for verifying the accuracy and completeness of all Payments submitted
and processed by Provider associated with Merchant's account and verifying that all corresponding funds are accurately
processed.
System Breach.
Merchant warrants that Merchant has taken such precautions as are necessary to ensure that Merchant server and electronic
systems are secure from breach or intrusion by unauthorized third parties. In the event that Merchant system is breached,
or is suspected ofhaving been breached, and an unauthorized third party has access toorhas accessed end-user data or
Payment data, Merchant will notify Provider promptly of such breach and will take such precautions as may be necessary to
prevent such breaches from occurring |nthe future.
Specific Prohibitions.
Notwithstanding anything momtraryimthis Agreement, Merchant will not:
1. rent, lease, assign, sublicense, transfer, distribute, allow access to, and/or time share the E -Payment System to or with
any third party;
2. disassemble, clecompile, decrypt, extract, reverse engineer and/or modify the E -Payment System, or otherwise apply any
procedure or process to the E'Payment System in order to ascertain, derive, and/or appropriate for any reason or
purpose the source code or source listings for the E-Payment6ystem orany algorithm, process, procedure, or other
information contained in the [-PaymentSystem,-
3, distribute, facilitate, enable or allow access or linking to the E -Payment System in any manner deemed by Provider in its
sole and absolute discretion to be objectionable or harmful to the business and/or reputation of Provider and/or for any
unlawful, illegal, pornographic, and/or injurious purpose;
4. make any use of the E -Payment System that impairs the functionality of the E -Payment System;
G. make use of the E -Payment System in any way, other than in accordance with this Agreement or as otherwise instructed
byProvider inwriting;
6. use the E-Payment6ymte,n' either directly or indirectly, to develop any product or service that competes with the
products and/or services provided byProvider;
7. make any copies ofthe E-PaymentSystem;
8. circumvent or attempt to circumvent any applicable security measures of the E -Payment System;
9. attempt to access mractually access portions of any Provider systems and/or software not authorized for Merchant's
uae;and/or
10, use the E -Payment System in any manner, or in furtherance of any activity that may cause Provider to be subject to
investigation, prosecution, and/or legal action.
Intellectual Property.
Provider represents that it owns, licenses or has the right to use and will retain during the Term all proprietary rightsin and
to the E-PaymentSyytem and related materials that Provider may use in connection with implementation and operation of
the E,PaymentSystem. Merchant acknowledges that, as between Merchant and Pm*ider, Provider owns, licenses and/or
has the right to use, all right, title and interest' including without limitation any and all rights existing under patent law,
copyright law, moral rights law, trade secret |avv' trademark law, unfair competition law, publicity rights law, privacy rights
law, and any and all other proprietary rights in and to all of the intellectual property developed, owned, used and/or licensed
by Provider in connection with its performance under this Agreement, including the E -Payment System (the ~Provider |P^)
and that Merchant will not acquire any right, title, or interest in or to the Provider IP, including the E Payment System. There
are no implied licenses granted under this Agreement, and any rights not expressly granted to Merchant hereunder are
Catafis Order Form (W725) Page 11 of 21
000u^ig�nEnvelope ID. mcexx*om-Bo1n-4zoeaozo-BpT000e000rm
���
- - soa5Windward Nam, Suite 200
Alpharetta, 6A3OOO5
Contract No.: 20-009
reserved by Provider. Merchant will not take any action inconsistent with Provider's property rights in and to the E -Payment
System, and/or any other intellectual property right of Provider.
Terminals.
Merchant acknowledges and agrees that Provider may provide Merchant point ofsale terminals solely for the purpose of
permitting Customers to initiate Payments via the L-PaymentSystem. Upon receipt, this hardware becomes the sole and
exclusive property of the Merchant, Provider will facilitate processing of any warranty claims on the provided devices during
the manufacturers' warranty period. Following the expiration of the manufacturers' warranty, Provider will subsidize
proportions of the replacement cost of any defective or damaged device according to the following schedule:
Istyear following warranty expiration: 25%
2nd year following warranty expiration: 50%
3rd year following warranty expiration: 75%
4th year following warranty expiration and beyond: 1O0u
Change Control Process.
The Parties agree tousethe Provider organizational standard change process "Change Control Process" for all changes
requested by Merchant and agreed to by Provider. Provider may, in its sole discretion, change, modify and/or update the
Change Control Process at any time provided that Provider provides at least ten days prior notice to Merchant,
Billing Terms.
All pricing is contained in the SOW and any Amendments or Addenclums that may be executed by the Parties. The proposed
pricing model may contain no transaction related or recurring costs for the Met -chant and could result in Merchant incurring
no charges during a billing cyde. Provider will send Merchant a monthly invoice for any charges incurred. The invoices will
include detail for volumes and the number mftransactions processed,
Merchant shall pay invoices within thirty (30) days of issue. Invoices not paid within this period shall be charged interest
which compounds daily. The interest rote shall be the lower of18% simple interest, or the highest amount allowable under
applicable law, This interest shall accrue from the issue date and shall continue until invoice is paid in full.
Merchant is additionally liable for any applicable federal, state, or local Taxes (exclusive of income or gross receipts Taxes
properly payable by Provider) and other fees or assessments incurred as a result of the use of the E'Payment System by
Merchant.
Customer Terms&Conditions.
As part mfthe GPaymentSystem' the Customer will agree to the E-PaymentSyotem terms and conditions ("Disclaimer
Language"). Provider may, in its sole discretion, change, modify and/or update the Disclaimer Language at any time provided
that Provider provides atleast ten days prior notice tmMerchant.
DISCLAIMER DFWARRANTIES
A\V\|LA8|L[7/
PROVIDER MAKES NOWARRANTIES REGARDING THE QUALITY RELIABILITY, TIMELINESS OKSECURITY QFTHE WORLD WIDE
WEB OR TELEPHONE LINES, THE INTERNET AND OTHER GLOBALLY LINKED COMPUTER NETWORKS, DR THE WEBSITES
ESTABLISHED THEREON INCLUDING THE E-PAYMENTSYSTEM, WILL BE UNINTERRUPTED OR ERROR FREE AND PROVIDER
WILL IN NO WAY BE LIABLE TO MERCHANT OR CUSTOMER DUE TO ANY DISRUPTION OF PROVIDER'S E -PAYMENT SYSTEM OR
NON-AVAILABILITY OFTHE E-PAYMENT5YSTEk4 DURING vVV|CH CUSTOMERS ARE UNABLE TOACCESS OR USE THE L'
PAYK8ENTSYSTEK4DUETOA[ONF|Rh8EDPRO8LEK4THEREUN.
THIRD PARTY PRODUCTS.
MERCHANT UNDERSTANDS AND AGREES THAT PROVIDER MAY USE THIRD PARTY PRODUCTS IN CONNECTION WITH THE E -
PAYMENT SYSTEM OFFERED HEREUNDER. THESE PRODUCTS MAY |NriNDF F|kEVVANSEC0R|TY, WEB SERVER SOFTWARE
AND ENCRYPTION SOFTWARE, PROVIDER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE OF
SUCH THIRD -PARTY SOFTWARE, SPECIFICALLY INCLUDING ANY WARRANTY THAT PERFORMANCE WILL BE UNINTERRUPTED
OR ERROR -FREE.
Catahs Order Form (0725� Page 12 of2l
Docusign Envelope ID: 52EA9490-B518-423E-652B-BF70039B0978
Catalis Contract No.; 20-009
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
NO IMPLIED WARRANTIES,
EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PROVIDER NOR ANY THIRD PARTY MAKES
ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE E -PAYMENT SYSTEM OR SERVICES
PROVIDED HEREUNDER AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FORA PARTICULAR
PURPOSE AND AGAINST INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW,
NO CONSEQUENTIAL DAMAGES.
IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR CONSEQUENTIAL, EXEMPLARY,
INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF THE PARTY THAT
WOULD OTHERWISE HAVE BEEN LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY.
IN NO EVENT WILL PROVIDER'S LIABILITY EXCEED THE CONVENIENCE FEES PAID TO PROVIDER UNDER THIS AGREEMENT
DURING THE 12 MONTH PERIOD PRIOR TO THE ACCRUAL OF THE CLAIM REGARDLESS OF THE FORM OF THE CLAIM
(INCLUDING, WITHOUT LIMITATION, ANY CONTRACT, PRODUCT LIABILITY, OR TORT CLAIM).
INDEMNIFICATION.
Provider shall hold harmless, indemnify, and defend Merchant, and all of its officers, employees, and/or officials from any
and all liability, actions, claims, losses, damages, or other costs of whatsoever nature that may be asserted by any THIRD
PARTY arising from or in connection with the collection of payments by credit or debit card or through Internet transactions
pursuant to the terms of this Agreement.
TERMINATION.
Effect of Termination.
Termination of this Agreement will not relieve either party of any obligation to pay the other party any amounts due and
owing to the other party prior to such termination, including, without limitation any amounts owing in respect of Disputed
Amounts,
Survival.
The following Sections will survive any termination or expiration of this Agreement: General, Disclaimer of Warranties, No
Consequential Damages, Limitation of Liability, Indemnification, & Miscellaneous.
r
Promotion of Services.
Merchant will promote the use by Customers of the E -Payment System by, including, but not limited to, publishing relevant
URL(s) and telephone numbers for the E -Payment System on the Merchant's home page, billing notices and promotional
materials and distributing point of sale materials. Ali published materials referencing Provider or the E -Payment System will
be approved for accuracy by Provider prior to publishing,
Catalis Order Form (vO725) Page 13 of 21
ovvumig`Envelope ID' scE*o400-Dme-4zor-Demo-Br7ooneouo7a
Catalis
3OZ5Windward Plaza, Suite 200
Alpharetta, GA 30005
Contract No.: 20-009
Governing Law; Waiver mfJury Trial.
This Agreement will be governed by and construed in accordance with the laws of the State of Washington without reference
toconflict o(law provisions. Any action, proceeding, litigation, ormediation relating tmorarising from this Agreement must
be brought exclusively in King County Superior Court. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO ATRIAL BYJURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING
OUT OF, 0R|NCONNECTION WITH THIS AGREEMENT.
Binding Upon Successors and Permitted Assigns.
This Agreement will be binding upon and inure to the benefit of the parties, their successorsandpemnittedasaigns.Neither
this Agreement nor any right, license, privilege or obligation provided herein may be assigned or transferred by a party
without the other party's prior written consent, which consent will not be unreasonably withheld, and any attempted
assignment or transfer without such consent is void; provided' however, that each party may, without the consent of the
other party, assign this Agreement (and its rights hereunder) in connection with any reorganization, consohdadum, merger,
sale of stock, sale of substantially all assets and/or similar type of transaction(s), if the successor in interest to such assigning
party assumes the obligations of the assigning party under this Agreement in writing, is properly licensed to conduct the
business contemplated hereunder, and otherwise agrees to be bound by all of the terms ofthis Agreement.
Relationship ofParties.
The relationship of Provider to Merchant under this Agreement will be that of an independent contractor and nothing
contained in this Agreement will create or imply an agency relationship between Merchant and Provider, nor will this
Agreement be deemed to constitute ajoint venture or partnership between, Merchant and P,ovider.
Limited Agent.
Notwithstanding anything to the contrary in this Agreement, Merchant hereby appoints Provider as its lawfulagenttoeoeive
and process Payments and acknowledges and agrees that: (a) a Customer payment to Provider constitutes delivery of such
payment to Merchant; and': (b) Merchant will not hold Customer responsible for Provider's failure to deliver payment, but
rather Merchant will seek redress only from Provider.
Publicity.
Neither Party will issue any press release or public announcement or make any public disclosure regarding the rel::ationship
between the Parties without the prior written consent wfthe other Party,vvhichconsentwiUnotbeunreasonablywithhe|d.
Notwithstanding the prior restriction, Catalis may list Customer as a user of the Services on its website and other promotional
materials after the acceptance ofthe Services.
Notices
All notices required or permitted under the Agreement will be in writing and sent to the other party at the address specified
on the signature page below or to such other address as either party may Substitute from time to time by written notice to
the other and will be deemed validly given upon receipt of such notice given by mail (postage prepaid), electronic mail, or
personal orcourier delivery tosuch address.
Captions and Headings.
The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this
Agreement.
Waiver.
No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against
whom such waiver issought Lobeenforced,
Severability,
If any provision of this Agreement, or the application thereof, is found invalid or unenforceable, that provision will be
amended to achieve as nearly as possible the same economic effect as the original provision and the remainder wfthis
Agreement will remain infull force.
Catalis Order Form (0725) Page 14 of2l
DucuoigoEnvelope ID: 52EA8wqOfB51O423Ef]32B-BFrOD39BOg78
Catalis
3005Windward Plaza, Suite ZOO
Alpharetta, GA 30005
Contract No.: 20-009
Publicity.
The parties agree that they will not use the other party's name, trademark or service mark, or the existence of the contractual
relationship |nany press release marketing, promotional, advertising, or any other materials without the other party's prior
written consent.
Amendment and Changes.
This Agreement or any provision hereof may not be changed, amended, supplemented, discharged, terminated, or otherwise
altered except by a statement in writing signed by the party against whom enforcement of same is sought.
Force Majeure.
Neither party will be liable for delays in processing or other nonperformance caused by such events as fires,
telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or
suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this
clause will affect or excuse a party's liabilities and obligations for Disputed Amounts.
Entire Agreement.
This Agreement, including the SOW and Merchant Services Agreement for Sub -Merchants, contains the entire understanding
and agreement between the parties with respect to its subject matter, superseding all prior or contemporaneous
representations, understandings, and any other oral or written agreements between the parties with respect to such subject
matter.
Facsimile Signature and Counterparts.
An SOW or Amendment to this Agreement may be executed by exchange of signature pages by facsimile, e-mail and in any
number ofcounteqparts' each of which will be an original as against any party whose signature appears thereon and all of
which together will constitute one and the same instrument.
2. Sub -Merchant Agreement
Introduction
This Merchant Services Agreement forSub-Merchants ("Sub -MSA") is made among WORLDPAY, LLC, having its principal off ice
at 8500 Governors Hill Drive, SymmecTnwnyhip, DH 45249-I384 and its designated Member Bank (collectively "Acquirer")
and Merchant in connection with the agreement between Merchant and Provider. Acquirer will provide Merchant
(heretofore "Sub -merchant") with certain payment processing services ("Services") in accordance with the terms of this Sub-
IVISA. In consideration of Sub -merchant's receipt ofcredit or debit card funded payments' and participation in programs
affiliated with Mastercard International Inc. ("Mastercard"), VISA V.S.A. Inc. ("V|5A"), Discover ("Discover"), and certain
similar entities (ooUec1ive|9' "Associations"), Sub -merchant is required tocomply with the Operating Regulations (defined
below) asthey pertain to applicable credit and debit card payments. In addition, if Sub -merchant meets certain requirements
under the Operating Regulations or an Association or the Operating Regulations otherwise require, Sub -merchant may be
required to enter into a direct relationship with an entity that is a m,ember of the Associations. By executing this Sub -MSA,
Sub -merchant has fulfilled such requirement. However, Acquirer understands that Sub -merchant may have contracted with
Provider (heretofore "Provider") to obtain certain processing services and that Provider may have agreed to be responsible
to Sub -merchant for all orpart ofSuh-merchant's obligations contained herein. In consideration ofthe foregoing recitals and
ofthe mutual promises contained herein, the parties agree asfollows:
Certain Sub -merchant Responsibilities
Sub -merchant agrees tocomply, and tocause third parties acting msSub-merchant'sagent ("4gents")tocomply, with the
Association's and other payment network's bx'|awy' 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 m,ay be published and/or
mandated bythe Associations orpayment networks (collectively "Operating Kegu|adnns"). Sub -merchant may review the
VISA, Mastercard, and Discover websites for a copy of the Visa, Mastercard and Discover regulations, The websites are�
https'//vsa_ visa com/sopport/smaU-6usinesa/re8u|adons-fees.htm| and http://www.mastercar6.com/us/me/chant/ and
http://www.discovemetwork.cmm/merchants/, Sub -merchant also agrees to comply with all applicable state, federal, and
Catolis Order Form (v0725) Page 15 of 21
o^cqwe"Envelope ID, muExo4en-Bo10-4uoe+ao2B'erTuo3oaooTa
Catalis
-/ ~- 30Q5Windward Plaza, Suite 2OU
Alpharetta, G43DO05
Contract No.: 20-009
local laws, rules, and regulations ("iaw, )VVithou~||mhdng/heforp8^ng,906-merchan+agreesthat it will fully comply with
any and all anti -money laundering laws and regulations, including but not limited to the USA PATRIOT Act, the Bank Secrecy
Act, the Federal Trade Commission and obligations imposed bythe USTreasury's QfficeofForeignAsae$Cnnt/o|(UFA[).Fnr
purposes of this section, Agents include, but one not limited to, Sub -merchant's software providers and/or equipment
providers.
If appropriately indicated in Sub -merchant's agreement with Provider, Sub -merchant may be a limited -acceptance merchant,
which means that Sub -merchant has elected to accept only certain Visa and Mastercard cord types (ie, consumer credit,
consumer debit, and commercial cards) and Sub -merchant 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. Sub -merchant, and not Acquirer, will be solely responsible for the implementation of its decision for
limited acceptance, including but not limited topolicing the card type(y)accepted atthe point ofsale.
Sub -merchant shall only complete sales transactions produced as the direct result of bona fide sale made by Sub -merchant
to cardholders, and is expressly prohibited from presenting sales transactions wh�ch are produced as a result of sales made
by any person or entity other than Sub -merchant, or for any purposes related to any illegal or prohibited activity, including
but not limited to money-laundering or financing of terrorist activities.
Sub -merchant 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). Sub -merchant
may seta maximum transaction amount to accept a card that provides access to a credit account, under the following
conditions: Sub -merchant 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 mfthe following yN[[s:
8220\ 8244' 8249 — Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between
Mastercard, Visa, orany other acceptance brand.
Sub -merchant Prohibitions
Sub -merchant 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 Sub -merchant impose a tax (Any tax arnount, if allowed, must be
included inthe transaction amount and not collected aeparat |y);iii)requestoruseanaccountnumberforanypuqposeother
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 Sub -merchant; v) disburse funds in the form of cash unless
Sub-merchantisdispensingfundsintheformuftrave|erschecks'Trave|N1oneycerds,or6oeigncurrency(|nsuchcase'the
transaction amount is limited to the value of the travelers checks, Travel Money cards, or foreign currency, plus any
commission or fee changed by the Sub -merchant), orSub'merchanr is participating in a cash back service; v|} submit any
transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub -
merchant, irrespective mfcardholder appnma|-,vii) accept Visa consumer credit card orcommercial Visa product issued by
aU.5. issuer to collect or refinance an existing debt; viii) accept a card to collect or refinance an existing debt that has been
deemed uncoUecLab|e; or ix) submit a transaction that represents collection of dishonored check. Sub -merchant further
agrees that, under no circumstance, will Sub -merchant store cardholder data in violation of the Laws or the Operating
Regulations including but not limited to the storage of track -2 data. Neither Sub -merchant nor its Agent shall retain or store
magnetic-s,tripe data subsequent to the authorization of a sales transaction.
Settlement
Upon receipt of Sub -merchant's sales data for card transactions, Acquirer will process Sub -merchant's sales data to facilitate
the funds transfer between the various Associations and Sub -merchant. After Acquirer receives credit for such sales data,
subject to the terms setforth herein, Acquirerwill fund Sub -merchant, either directlyto the Sub -merchant -Owned Designated
Account or through Provider to an account designated by Provider ("Provider Designated Account"), at Acquirer's discretion,
for such card transactions. Sub -merchant agrees that the deposit of funds to the Provider Designated Account shall discharge
Acquirer of its settlement obligation to Sub -merchant and that any dispute regarding the receipt oramount of settlement
shall be between Provider and Sub -merchant, Acquirer will debit the Provider Designated Account for funds owed to Acquirer
as a result of the Services provided hereunder, provided that Acquirer may also debit Sub -merchant's designated demand
deposit account ("Sub -merchant -Owned Designated Account") upon receipt of such account information from S,ub-merchant
Catahs Order Form (W725) Page 16 af,21
oouusignEnvelope ID: 52ex8490-Bb/m-423E-u52aup/003eoo978
Catalis
305Windward Plaza, Suite 2(0
Alpharetta, 6A3O005
Contract No.: 20-009
or Provider, or RAcquirer deposits settlement funds into the Sub -merchant -Owned Designated Account. Further, if a card
holder disputes a transaction, if a transaction is charge.cl 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 Sub
-
merchantorPmvider.
Term and Termination
This Sub-MSAshaU be binding upon Sub -merchant upon Sub -merchant's execution. The term ofthis Sub -MSA shall begin,
and the terms of the Sub-IVISA shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Sub -
MSA by issuing a merchant identification number, and shall be coterminous with Provider's agreement with Sub -merchant.
Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Sub -MSA without
notice if (i) Sub -merchant or Provider fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a
service to Sub -merchant or Provider may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that
Sub -merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer de1em1ines Sub -
merchant poses a financial or regulatory risk tuAcquirer, Member Bank, or an Association, (v) Acquirer's agreement with
Provider terminates, (v|) any Association de -registers Provider, (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 Member Bank or any of the Associations.
Limits ofLiability
Sub -merchant agrees to provide Acquirer, via a communication with Provider, with written notice nfany alleged breach by
Acquirer of this Sub -MSA, 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 bySub'merchant and awaiver
ofany and all rights to dispute such breach.
EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS SUB -MSA, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING,
WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE, Sub -merchant's sole and exclusive remedy for any and all claims against Acquirer arising out of or in anyway
related to the transactions contemplated herein shall be termination of this Sub -MSA , ln the event that Sub -merchant has
any claim arising in connection with the Services, rights, or obligations defined in this Sub -MSA , Sub -merchant shall proceed
against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event
shall Acquirer have any liability to Sub -merchant with respect to this Sub -MSA or the Services. Sub -merchant acknowledges
Acquirer is only providing this Sub -MSA to assist in Provider's processing relationship with Sub -merchant, that Acquirer is not
liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any
products or services provided to Sub -merchant by Provider. If Provider is uinable to provide its services to Sub -merchant in
connection with this Sub -MSA and Acquirer elects to provide those services directly, Sub -merchant acknowledges and agrees
that the provisions of this Sub-K85A will no longer apply and the terms of Acquirer's then current Bank Card Merchant
Agreement, which would be provided toSub-merchant upon request, will govern Acquirer's relationship with Sub -merchant
If Provider subsequently provides its services to Sub -merchant in connection with this Sub -MSA, Acquirerwill cease to provide
such services after receipt of notice from Provider and this Sub -MSA will govern Acquirer's relationship with Sub -merchant.
Miscellaneous
This Sub -MSA isentered into, governed by, and construed pursuant tmthe laws cfthe State ofOhio without regard toconflicts
of law provisions. This Sub -MSA may not be assigned by Sub -merchant without the prior written consent of Acquirer. This
Slub-MSA shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and
assignees. This Sub -MSA isfor the benefit of, and may be enforced only by, Acquirer and Sub -merchant and is not for the
benefit of, and may not be enforced by, any other party. Sub -merchant shall not disclose any Acquirer confidential
information to any person or entity (other than to those employees or agents of Sub'merchantwho participate directly in
the performance of this Sub-KASA and need access to such information, or in response to a valid subpoena, court order, or
Association requirement.) Acquirer may amend this Sub'K4SAupon notice to Sub -merchant in accordance with Acquirer's
standard operating procedure. If any provision of this Sub-IVISA is determined to be illegal or invalid, such illegality or invalidity
otthatpnm|s/mnw|Unotaffectanyuftheremain|ngprmv|simnsandth|sSub-N1SAwU|beconstruedos|f»uchprovision\snoL
contained in the Sub -MSA . "Member Bank" as used in this Sub -MSA shall mean a member ofVISA, Mastercard and/or
Discover, as applicable, that provides sponsorship services in connection with this Sub -MSA. As of the commencement of this
Sub-m1SA'Member Bank shall beFifth Third Bank, N. A,located |nCincinnati, OH, 45283.The Member Bank isaparty tothis
Sub -MSA. The Member Bank may be changed, and its rights and obligations assigned to another party by Acquirer at any time
without notice toSub-m*ohamt.
Catolis Order Form (0725) Page 17 of 21
oopu3ignEnvelope ID: e2e^a4eoo5le-423O97a
Catalis
]O25YVindwandPlaza, Suite 20O [on�a�Nn��28�U9
Alpharetta, GA30V05
SCHEDULE A: Scope and Schedule of Services
1. Cataisshall build, host, and maintain an Agency -specific website(s) for the UP Program (the "Agency")
2� In consideration for the provision of the development, hosting, application, customer service, and processing fees
related to the Program, users will pay a 'user fee included in. the payment transaction as follows:
a. Minimum monthly payment made online via the web ormobile device: $25.00
i Per -transaction fee for poyment(y):4.5OY6
ii Per -transaction fee to be deducted from the payment, not added as a separate charge. Example:
1. Payment Amount�$30.OD
Fee of4.5D%toCata|is: $30.00~0.0450=$1.35
Payment, minus transaction fee, toCmurt(s)=$3O'D0 $1.35=$28.65
b. Citizen application fee tosign upfor the UPProgram: $35.00
L $35.00goes toCataDs
ii. Notransaction fee for the application
c Citizen application fee tore-apply for the UPprogram: $100.00
i $7S.00goes tu[ataDs
ii $25.00goes tuTukwila Municipal Court
iii. Motransaction fee for the application
The 'user fee' is calculated based on certain cost assumptions for third party payment. transaction processing fees
(i.e. merchant fees, payment network fees, interchange fees, assessments, authorization fees, risk fees, transmission
fees, etc.). Catalis and the Agency shall discuss any modification of the'user fee'should the cost assumptions change.
It is further agreed that both Cata|is and the Agency will mutually agree upon all fee modifications prior to
implementing any changes. The original 'user fee' will remain as noted in the original agreement until both parties
agree upon the modification.
3. Catalis will take each payment (minimum of $25), minus the per -transaction fee,and distribute the money equally
amongst the court(s) to which the citizen owes a balance.
4. Any Court within Washington State will beeligible tnjoin thmCata|b — UP Program. Tukwila Municipal Court will
issue a MOU to the joining court and [at hs will have the joining court sign an addendum adding them to the
program.
6, There bnocost tothe Agency for the implementation and operation ofthe Program unless. specified otherwise
herein. Agency will make resources available to assist [ata|is in the timely launch of the payment processing
program. The expected "go live" date for the services contemplated in this Agreement is 180 days from the execution
ofthis Agreement oradate mutually agreed upon bythe parties.
6 [atalbwill provide asecure website that will allow payers toenter their pertinent information, e.g,citizen name or
other unique identifier, and then proceed tnpay with acredit ordebit card.
7. The Agency via the Washington State designated case management system, will update Catalis' payment program
on a near real-time basis, with data on all open and payable case from the Agency's server. Upon exchange of the
data, the information may be accessed, and payment made by the citizen. Data will be searched by the first and last
name, orsimilar identifying characteristic ofthe citizen.
Ca tafis Order Form (VO725) Page 18 of 21
oocus¢mEnvelope ID: 52EA84e0*B5/6-423c-B52B-Br7003emo978
Cata lis
3UJ5Windward Plaza, Suite Z00
Alpharetta, GA 30005
Contract No.: 20-009
8, If there are designated payments which are ineligible for online payment, the Agency will be able to omit those
records from being paid through Cata|bvia their case management system.
When a payment isauthorized, [ata|iswU| provide notification tmthe Agency hyautomated email. All payment
transactions will automatically update the Agency's case management system.
10. The payer will be simultaneously advised via automated email that the transaction has been completed and will
receive further notification when the Agency processes the payment.
11. Payments are deposited daily into a government fees custodial account and transferred by ACH electronic transfer
to the Agency on a daily basis. The payment will be accompanied by a reconciliation detailing the payments included.
Any money transfer fees will beabsorbed byCat lis.
12.[mtUsguarantees tnUPProgram 100%mfall funds collected, regardless ofany chargebackissues with all forms of
payment except for citizen ACH payments. In the case of suspected fraud, Caitalis may, from time tmtime, reach out
to the UP Program for assistance in pursuing resolution to suspected fmudu|entcha,gebacks. In such instances,
Agency agrees io provide reasonable assistance to [ata|is in these efforts. Such support may include providing
documentation, call records, and/or in cases of documented fraud, reinstatement of the underlying
assessment/pavment clue.
13. Electronic Payment System Utilization. Agency will make Catalis' Services available to its citizens through various
means of communication, including a) through billing statements, invoices and other payment notices; b) by Web
payment details on the Agency's website including a "Pay Now'or similar link on a mutually agreed prominent place
onthe web site; and c)other channels deemed appropriate 6ythe Agency.
[atabnshaU provide the Agency with |oRns'graphirs and other marketing materials for use in its communication
with its citizens regarding the payment services provided by Catalis. Both parties agree that Catalis will be presented
as the primary payment method option. Agency will communicate the Catalis payment Service option tmits Citizens
wherever the Agency generally communicates its other payment methods.
14. Both parties reserve the right toconduct aperformance review ofthe program annua|hy.ShouWebhcrparty find
those concerns.
15, Sample disclaimer language to appear on the website is contained in Exhibit C, attached hereto.
Catalis Order Farm �W725) Page 19 of2l
oocvoignEnvelope ID: ooE*8400-Bo1a-4raE-e5aoaFroomeaoere
�
�Cata|is
3025VNndwardPlaza, Suh[qmmcm��Z��9
e��� ` �
Alpharetta, GA3OOOS
SCHEDULE B: UP Program's Scope and Schedule of Services
Agency's Responsibilities; In order for Catalis to provide the Services outlined in this Agreement, the Agency shall:
~ Provide 40forms required for the remittance of funds.
• For the duration of this Agreement, Agency will maintain an active link connecting the Agency website and the Catalis
payment portal in a prominent and mutually agreed location on the Agency website.
• Implement the disclaimer language identified inSchedule L
• Agency will launch the Catalis electronic payment processing service to its citizen within 90 days from the execution
ofthe agreement oradate mutually agreed upon bythe parties.
�
Agency will make the Washington State designated case management system provider aware of the requirement to
integrate with the CaL Us,systemandnftheantiUpated^@piive~datemomoemp|atadher |n.AKencywi||compe|ma1d
vendor to actively participate in accomplishing the "8o live" of the Program in the specified timeframe outlined
herein.
*
For the purpose of providing the Agency aposting file for posting 10the Washington State designated case
management system; Agency will provide the file format specification currently used to post its payments to the
case management system, Agency will fully cooperate with Catalis and provide the information required to integrate
with the Agency's case management system.
Catafis Order Form (v0725) Page 20 of 21
Docusign Envelope ID: 52EA8490-6516-423E-B52B-BF70039B0978
Catalis Contract No.: 20-009
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
SCHEDULE C: Sample Website Disclaimer
To continue to pay your fee, fine, citation or other payment, you must accept the following TERMS OF USE. Please read and fully
understand the following terms and press the "ACCEPT TERMS" button to acknowledge that you have read and accept these terms.
Acceptance of these terms is required to continue to payment. if you do not accept these terms, press "DECLINE TERMS" button to
return to the Citation Search screen.
The systems in place for automated processing of information from this court have been tested thoroughly and are subject to multiple
levels of backup, confirmation and security. By using this automated payment system, USER acknowledges and understands that Catalis
is providing this service as an agent of the court for the strict purpose of accepting electronic payments due to the court and remitting
such funds to the court. Catalis has no legal authority related to the USER's obligation to the court. By using this system, USER also
acknowledged errors may occur just as errors can occur with human processing of information. By using this service, you agree that this
is voluntary and that you (the "USER") understand that the service fee added to the payment(s) being made are charged by the Provider
to pay merchant processing fees, web hosting fees, administration and other costs and expenses associated with providing this service.
No part of the service fee benefits the court, the judge, any specific civil service individual or any jurisdiction in which the charges or fees
were levied, incurred or are being paid.
Other than in connection with processing the payment being made, to the fullest extent possible, identifying private information will not
be distributed in any way. No data records or other information will be used, released or sold to any third party. No information will be
released to any other party unless such party requires the information for purposes of processing or providing another service essential
to completing the transaction related to the payment(s) being made.
Catalis Payments, LLC (the "Company") agrees to use all reasonable efforts to provide accurate processing of information provided from
court files and to diligently distribute information provided by the USER to the court. Catalis cannot and does not guarantee the accuracy
or timeliness of any provided information provided and expressly disclaim any warranty, including merchantability and fitness for a
particular use under the Uniform Commercial Code of Georgia beyond the extent of the service fees paid by the user of the service.
Catalis has in place a comprehensive security plans and internal control plan which is designed to ensure the anonymity of program user
information. Further, access to such information is controlled and restricted to authorized personnel only, The payment submission
process uses Secure Sockets Layer (SSL) encryption to virtually eliminate the possibility of unauthorized access to your private information
while it is being transferred across the internet. Your personal financial data is NOT stored on computers administered by the Company.
By submitting this information electronically, you agree to release the court, judge, civil service individuals or any jurisdiction in which
the charges or fees were levied, and Catalis, its principals, officers, directors, employees, agents affiliated companies, successors and
assignees (collectively the "Providers') from any direct, indirect, punitive, incidental, special or consequential damages arising out of or
in any way connected to the use of the Program or with the delay or inability to use it, or for any information, software, products and
services obtained through this program, or otherwise arising out of the use of this program, the internet generally, or on any other basis
(whether based on contract, tort, strict liability or otherwise.) The Providers will not be responsible for any security breaches or non-
compliance with Federal or State law or terms of this agreement which results in any act or omission of the USER or a third party unrelated
to the negligence of the Provider.
The operation of this online payment program is based in Kennesaw, Georgia and any action of any nature against the company must be
brought in Cobb County, Georgia. You agree not to challenge the use of any electronic payment and additionally agree that any action
brought by the Provider(s) against you to enforce any electronic payment for which any benefit has been provided to you in any way
shall entitle the Provider(s) to per se probable cause for criminal action for theft of services or for civil recovery of all fees paid, process
fees, costs, attorney's fees, plus any incidental or associated damages proven by the Provider(s). Any such civil actions shall be bought in
the courts of Cobb County, Georgia, without regard to choose of law, and all parties consent to jurisdiction and venue therein.
Nothing herein is to be construed as legal counsel or advice. Users should consult with their own legal counsel with respect to the
implications of making the payment through this system.
Any purchases made by a USER from Catalis via the Catalis web services sites are NON-REFUNDABLE, in whole or in part, once the
payment has been submitted, confirmed and accepted by the court. if the submission is rejected by the court, refunds will be processed
via credit card, ACH or paper check. Any processing fees associated with the transaction are NON-REFUNDABLE.
To continue to pay your fee, fine, citation or other payment, you must accept the following TERMS OF USE. Please read and fully
understand the following terms and press the "ACCEPT TERMS" button to acknowledge that you have read and accept these terms.
Acceptance of these terms is required to continue to payment. If you do not accept these terms, press "DECLINE TERMS" button to
return to the Citation Search screen.
Please indicate your consent to these terms by pressing the 'Accept Terms' button.
Catalis Order Farm (0725) Page 21 of 21