Version 2.1
Effective October 1, 2020

1. How doxoPAY Payment Processing Works

doxoPAY is a payment processing service offered by Truex Payments, Inc. (“Truex”) in which registered users can pay bills and registered Providers can accept bill payments through a network of third-party payment providers including but not limited to Cass Commercial Bank (“Bank”). By activating doxoPAY, Provider appoints Truex (and its network of third-party payment providers) to accept payments from its customers who are Users and remit them to Provider.

Users initiate and schedule payments through their doxoPAY account. On Processing Days, Truex processes valid scheduled payment transactions and delivers funds to the designated Payment Account of Provider. Processing Days means all days on which the U.S. Federal Reserve processes banking transactions.

On each Processing Day in which at least one doxoPAY transaction is due to Provider, Truex processes a Batch Transaction no later than 7 p.m. Pacific Time and posts the associated Reconciliation File no later than 11:59 p.m. Pacific Time. The Processing Date of a doxoPAY transaction is the date Truex processes the Batch Transaction and posts the associated Reconciliation File. Truex will charge Provider a return fee of $100 per failed Batch Transaction where a Batch Transaction fails because of Provider’s error or action.

A Batch Transaction delivers funds due on the applicable Processing Day to the Provider’s designated Payment Account. The Reconciliation File associated with a Batch Transaction specifies the individual doxoPAY transactions comprising the Batch Transaction and is used by Provider to reconcile and settle the applicable User accounts.

doxoPAY may only be used by Provider to receive payments from Users. doxoPAY may not be used by Provider to initiate transactions for any reason, including credits due to a User.

Truex may use third party payment processors or systems including but not limited to Bank and Doxo for some or all of a payment transaction and for some or all of its responsibilities as described in this doxoPAY Provider Guide.

2. How Users Pay with doxoPAY

Users may make payments using either Bank Payments or Card Payments, depending on the options Truex makes available. Card Payment options available to a User may be reduced or modified at any time and for any reason, including as required to comply with card network availability, regulatory requirements, applicable laws, and/or card network rules. Truex will use commercially reasonable efforts to notify Provider of any such material reductions or modifications.

Unless otherwise agreed by Truex and Provider, Truex is the merchant of record for Card Payments. Unless otherwise agreed by Truex and Provider, Truex may, in its sole discretion, charge Users a fee to deliver payments to Provider (including payments made via customer service representatives (“CSR”) or interactive voice response (“IVR”), if available and enabled by Provider), except that when a User is Connected to Provider, no payment delivery fee shall be charged to the User for Bank Payments. Provider, and neither Truex nor Doxo, is responsible for ensuring that Provider’s billing and payment practices and its use of doxoPAY complies with the applicable laws and applicable payment card network rules and procedures (including, but not limited to, laws applicable to fees for bill payment services, the Cardholder Information Security Program (CISP), and the PCI-DSS rules).

3. Requirements for Provider Use of doxoPAY

To receive a doxoPAY transaction from a User, Provider must fulfill the following conditions:

• Have a current and active Provider account; and
• Have activated doxoPAY by enrolling in doxoPAY and being approved by Truex to use doxoPAY.

doxoPAY may be used to process payments only in United States Dollars between bank and card accounts which are wholly located within the United States.

To use doxoPAY, Provider must at all times:

• Accept doxoPAY payments from Users that are Provider customers, without a minimum or maximum amount;
• Process Reconciliation Files promptly upon receipt, including promptly crediting the applicable Users’ account(s) within not more than one Processing Day;
• Use funds transmitted via doxoPAY only for the purpose of settling the outstanding amount in the User’s account for which the User has initiated the payment;
• Promptly return any funds received that are not able to be settled for the designated User’s account, or any funds received in error;
• Promptly return any funds that Truex has delivered to Provider but that Truex is unable to collect from a User for any reason including insufficient funds, payment account errors, stop payments, chargebacks, fraud, or any other issue that causes Truex to be short funds for that payment;
• Respond within one business day to payment issues, questions or other support requests from Truex delivered to the Provider’s doxoPAY Administrative Contact;
• Not use doxoPAY to claim or charge any set-off, counterclaim, or cross claim it may have with respect
  to any User; and
• Be in compliance with Association (as defined in Exhibit A) rules and Provider’s agreement(s) with Doxo and Truex.

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 Provider in any 12-month period, Provider will automatically be deemed to have accepted, and will be bound by, the “Merchant Services Agreement for Sub-Merchants” with Acquirer (defined in Exhibit A) which is set forth in Exhibit A, the terms of which will be independently enforceable by Acquirer.

4. Cancellation of doxoPAY

Provider may cancel doxoPAY at any time by providing at least 60 days prior written notice to Truex. doxoPAY Provider account cancellation will be effective within four Processing Days after the effective date of Provider’s notice of cancellation. Provider will promptly process and credit doxoPAY transactions received prior to the effective time of cancellation of doxoPAY. Cancellation of doxoPAY does not otherwise terminate Provider’s account, and any amounts due from Provider to Truex at the time doxoPAY is cancelled will remain due and will survive such cancellation.

5. Suspension of doxoPAY; Restrictions

Provider’s use of doxoPAY may be suspended, terminated, or limited for any of the following reasons:

• In the event of actual or suspected use of doxoPAY by Provider in violation of the Provider agreement with Doxo or this doxoPAY Provider Guide;
• In the event Provider’s Payment Account does not comply with the requirements specified in this doxoPAY Provider Guide;
• Any time Truex suspects illegal activity, fraud, unauthorized transactions, threats to the Doxo network, or to protect Users or Providers;
• As required by law or regulations; and
• Pursuant to applicable payment card network rules and procedures, including, as applicable, pursuant to
  payment card networks (e.g Visa, MasterCard) right to terminate an agreement with a Provider, the Payment Card Industry (PCI) Data Security Standard (DSS) and the NACHA guidelines.

Provider must not:

• knowingly submit any transaction that is illegal or that the Provider should have known was illegal, including, transactions related to any of the following:
  • Pornography
  • Money Laundering (e.g. Provider must not deposit a transaction receipt that does not result from
    an act between a User and the Provider or the User and its sponsored merchant) o Financing terrorist activities

• require a User to complete a postcard or similar device that includes the User’s account number, card expiration date, signature, or any other card account data in plain view when mailed;
• add any tax to transactions, unless applicable law expressly requires that a Provider is permitted to impose a tax. Any tax amount, if allowed, must be included in the transaction amount and not collected separately;
• request or use an account number for any purpose other than as payment for its goods or services;
• disburse funds in the form of travelers cheques, if the sole purpose is to allow the User to make a cash
  purchase of goods or services from that Provider;
• disburse funds in the form of cash, unless:
  • the Provider is dispensing funds in the form of travelers cheque, TravelMoney cards, or foreign currency. In this case, the transaction amount is limited to the value of the travelers cheques, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Provider; or
  • the Provider is participating in the Cash Back service
• enter into interchange any transaction receipt for a transaction that was previously charged back to the
  Acquirer and subsequently returned to the Provider, irrespective of User approval. The merchant may
  pursue payment from the customer outside the system;
• accept a Visa Consumer Credit Card or Commercial Visa Product, issued by a U.S. issuer, to collect or
  refinance an existing debt;
• accept a card to collect or refinance an existing debit that has been deemed uncollectable by the Provider providing the associated goods or services; or
• enter into interchange a transaction that represents collection of a dishonored check.

If Truex suspends or terminates doxoPAY for Provider, Truex will provide notice to Provider’s doxoPAY Administrative Contact. All amounts due by Provider to Truex at the time doxoPAY access is suspended or terminated will remain due and survive suspension or termination.

Provider must process all Batch Transactions and Reconciliation Files posted prior to suspension or termination of doxoPAY whether received before or following suspension or termination of doxoPAY.

Truex may, at its discretion, verify information Provider submits in connection with doxoPAY and/or require Provider to provide additional information to verify identity, registration information and/or creditworthiness as a condition of granting Provider access or continued access to doxoPAY.

The amount of an individual transaction or the aggregate daily transaction permitted within doxoPAY may be limited.

6. Errors and Unauthorized Access

If Provider believes or suspects a fraudulent or otherwise unauthorized transaction has occurred or been attempted within doxoPAY, Provider must notify Doxo immediately at security@doxo.com.

If Provider believes an error has occurred with one or more of Provider’s doxoPAY transactions, Provider must notify Doxo as soon as possible and not later than 30 days after the transaction at support@doxo.com.

To report fraud, unauthorized access or errors in connection with doxoPAY transactions, Provider’s report to Doxo must include:

• Provider’s name;
• Provider’s Doxo ID number;
• User’s Doxo ID number (if applicable);
• The doxoPAY transaction ID (if applicable);
• The dollar amount of the transaction; and
• A detailed description of the error, fraud and/or unauthorized access.

Doxo will provide notification via email to the doxoPAY Administrative Contact of results of the investigation into any incidents involving fraud, unauthorized access or errors within ten (10) business days after receipt of Provider’s notification. Doxo will use commercially reasonable efforts to correct any errors promptly; however, if more time is required to confirm the nature of a complaint or question, Doxo reserves the right to take up to forty-five (45) days to complete its investigation.

7. Truex Responsibilities

Truex’s responsibilities to Provider within doxoPAY are limited to:

• Acting as Provider’s agent for the limited purpose of causing the collection and crediting of funds, via
• Batch Transactions, to the Provider Payment Account for all associated doxoPAY transactions;
• Providing an accurate, complete, and timely Reconciliation File for all Batch Transactions that includes the status of any and all doxoPAY transactions; and
• Notifying Provider of doxoPAY issues via email to the doxoPAY Administrative Contact.

Neither Truex nor Doxo is, through the Doxo Enterprise Service or doxoPAY, involved, responsible or liable in any way for Provider’s contractual or legal relationship or agreements with its Users.

Neither Truex nor Doxo has any involvement, responsibility or liability for obligations, claims or disputes between Provider and Users relating to amounts paid or due or products or services claimed or delivered. In the event of a dispute between Provider and any User, whether contractual, legal or otherwise, Provider has no remedy or recourse through Doxo, Truex, or within the Doxo Enterprise Service or doxoPAY. Any failure by Provider to collect funds due from a User via doxoPAY, for any reason, must be considered an unpaid transaction between Provider and the User and must be handled by Provider consistent with any other non-payment by that User.

8. Modifications

This doxoPAY Provider Guide may be modified by Truex at any time by giving written notice (which may be via the Doxo website or email) of any changes to the Provider’s doxoPAY Administrative Contact. If any modification is unacceptable to Provider, Provider’s only recourse is to disable and cease all use of doxoPAY. Provider’s continued participation in doxoPAY following Truex’s posting of a change notice or new doxoPAY.

Provider Guide on the Doxo website will constitute binding acceptance of the change. Truex reserves the right to modify or discontinue offering all or any part of the doxoPAY program at any time without notice. The current version of the doxoPAY Provider Guide will be available online at all times via the Provider’s account.

9. Definitions

Capitalized terms that are not defined in the doxoPAY Provider Guide are defined in the terms and conditions that apply to Provider’s use of the Doxo Enterprise System.

• Bank Payments means a transaction initiated by a User using ACH with the User’s bank account as the source of funds.
• Batch Transaction means the payment transaction that is comprised of one or more payments initiated by one or more Users to Provider.
• Card Payment means a transaction initiated by the User with the User’s credit, debit, or prepaid card issued by a card network as the source of funds.
• Connect (or Connection or Connected) means the functionality that allows Provider to communicate and share data and deliver paperless Documents with a User.
• Chargeback means a transaction that an issuer (e.g. bank issuing a credit card) returns to an acquirer (e.g. an entity that enters card transactions in the interchange card network).
• Documents have the meaning included in the terms and conditions that govern Provider’s use of the Doxo Enterprise System.
• Doxo Enterprise Service means the service provided to Providers on Doxo’s website.
• doxoPAY Administrative Contact means Provider’s Administrative Contact identified in the doxoPAY
• Provider enrollment form or the Doxo Enterprise Service.
• Payment Account means the ACH-enabled bank account(s) a Provider identifies within the doxoPAY Provider enrollment form Doxo Enterprise Service for use with doxoPAY.
• Processing Day means all days on which the U.S. Federal Reserve processes ACH transfers. Provider means a service provider who has created an account on the Doxo service.
• Reconciliation File means the file posted by Doxo which provides detailed information about the individual payments comprising a Batch Transaction.
• Stop Payment means an authorized withholding of payment on a check as further defined or described by NACHA.
• User means a customer who has created an account on the doxoPAY service.

This Merchant Services Agreement for Sub-Merchants (“Merchant Agreement”) is made among WORLDPAY, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively “Acquirer”) and the “Provider” as defined in, and in connection with, the doxoPAY Provider Guide between Truex, Inc. and the Provider (herein referred to as “Sub-merchant”). Capitalized terms not otherwise defined herein have the respective meanings given them in the doxoPAY Provider Guide. Acquirer will provide Sub-merchant with certain payment processing (the “Services”) in accordance with the terms of this Merchant Agreement. In consideration of Submerchant’s receipt of credit or debit card funded payments, and participation in programs affiliated with Visa, MasterCard, Discover, and certain similar entities (collectively, “Associations”), Sub-merchant is required to comply with the Operating Regulations as they pertain to applicable credit and debit card payments. In addition, if Submerchant meets certain requirements under the Operation 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 member of the Associations. By agreeing to the doxoPAY Provider Guide to which this Merchant Agreement is an exhibit, Sub-merchant has fulfilled this requirement, if and when applicable. However, Acquirer understands that Sub- merchant may have contracted with Doxo or Truex to obtain certain processing services and that Doxo or Truex may have agreed to be responsible to Submerchant for all or part of Sub-merchant’s obligations contained herein.

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

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

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

Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Submerchant to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than 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 set a 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) a Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 – Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand.

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 Submerchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant, v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service, vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable, or ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the applicable law or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchan or its Agent shall retain or store magnetic-stripe 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 set forth herein, Acquirer will fund Sub- merchant directly to Sub-merchant’s designated demand deposit account (“Sub-merchant-Owned Designated Account”) or, at Submerchant’s request, to a third-party check writer’s account. Any dispute regarding amount of settlement shall be between Truex and Sub-merchant. Any dispute regarding the receipt of settlement shall be between Acquirer and Sub-merchant. Acquirer will debit the Truex reserve account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer may also debit the Sub-merchant-Owned Designated Account for funds owed to Acquirer as a result of the Services provided hereunder. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or the Truex reserve account.

Term and Termination. This Merchant Agreement shall be binding upon Sub-merchant upon Sub-merchant’s acceptance. The term of this Merchant Agreement shall begin, and the terms of this Merchant Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Merchant Agreement by issuing a merchant identification number and shall be coterminous with the doxoPAY Provider Guide with Sub- merchant.

Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Merchant Agreement without notice if (i) Sub-merchant or Truex fails to pay any amount to Acquirer when due, (ii) in Acquirer’s opinion, provision of a service to Sub-merchant or Truex 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 determines Sub-merchant poses a financial or regulatory risk to Acquirer or an Association, (v) Acquirer’s agreement with Truex terminates, (vi) any Association deregisters Truex, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by any of the Associations.

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

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

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