AR for EARTH a Navy and Super Jag Computer

processing volume. EMS and Bank will determine what, if any, Reserve Account and volume limitation are required and will notify Merchant.
Merchant acknowledges having received and read a copy of this Agreement, including the attached Terms and Conditions which are incorporated herein by reference, that it agrees to be bound by the Agreement and all of its terms, and that the Agreement shall not be effective until approved by Bank and EMS. For Ohio applicants: You understand that the Ohio laws against discrimination require that all creditors make credit equally available to all credit worthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law.

For VISA MasterCard®/Discover® Credit Card additional charge of $0.10 and 2.35%
and
Unregulated Signature Debit Transactions,
of sales amount for Transactions that do not meet the Best Qualified Interchange rate qualification criteria. Merchant will be charged fees of $25.00 per retrieval request, $45.00 per Chargeback and pre-arbitration Chargeback, $45.00 for each Chargeback re- presentment, $45.00 for each pre-dispute claim through any third party pre-dispute resolution company, and $25.00 per returned ACH item. For restaurants, supermarkets, hotel, passenger transport and gas station merchants, Transactions using standard, reward, enhanced, and world Visa/MasterCard Credit Cards and Unregulated Signature Debit Cards will be surcharged 0.95%. Card Brands’ network Transaction fees, assessments and $0.10 will be charged to the Merchant on every Transaction. PIN Debit fees include base switch, Acquirer, Interchange and Authorization expenses. All Signature Debit Card sales will be surcharged $0.10 per Transaction. Regulated Signature Debit Card Transactions will process at the Lowest Qualified Credit Card rate unless otherwise specified. Unregulated Signature Debit Card Transactions will process at the corresponding Credit Card rate unless otherwise specified. Merchant will pay all applicable Card Brand registration fees. Any “Interchange Plus” rates shall apply to Visa, Master Card, Discover and American Express unless otherwise indicated. Merchant agrees to comply with PCI Council Council Data Security Standards (hereinafter defined) within 90 days after signing this Agreement. Failure to do so will result in an additional $ 50.00 monthly fee until Merchant becomes compliant. Section 9 of this Agreement provides more detail as to how Merchant fees contained in this Schedule of Fees, as amended from time to time, are calculated. This Schedule of Fees does not provide all information pertinent to this Merchant Agreement. Merchant acknowledges having received and reviewed a copy of this Agreement and hereby accepts all of its terms including the accompanying Terms & Conditions. THE ABOVE SCHEDULE OF FEES IS PREDICATED ON THE BUSINESS AVERAGE MONTHLY SALES VOLUME, AVERAGE TICKET SIZE AND HIGHEST TICKET SIZE DISCLOSED HEREIN. OFFICERS AND OWNERS OF MERCHANT WARRANT THAT THOSE ARE ACCURATE AND ACKNOWLEDGE THAT ANY VARIANCE MAY RESULT IN THE DELAY OR THE WITHHOLDING OF FUNDS SETTLEMENT OR TERMINATION OF THE MERCHANT AGREEMENT.

All information contained in the attached Merchant Application was provided by owners and/or authorized officers of Merchant, who hereby represent a nd warrant that all such information and documentation submitted in connection with this Merchant Application is true, complete and correct No spaces were left incomplete. N/A or None is to be filled in any space where applicable.
Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents. Merchant consents to the Bank or EMS pulling a business credit report and/or performing an Investigative Business Report in connection with the attached Application and on a continuing basis in connection with the maintenance, renewal, or extension of this Agreement or any business credit granted hereby.
Merchant hereby irrevocably authorizes Bank and EMS to initiate debit/credit entries to Merchant’s checking account via Automated Clearing House transactions in accordance with this Merchant Agreement. This authority shall survive the termination of this Agreement. This authorization extends to such entries in said account concerning lease, rental or purchase agreement applying to POS terminal, accompanying equipment, check guarantee fees and/or gift card/loyalty program fees.
Merchant acknowledges that its obligations to EMS and Bank under this Agreement relate to EMS’ processing of transactions on behalf of Merchant and that, as such, this Agreement is solely for commercial and business purposes, and not for personal, family or household purposes.
EMS or Bank may require Merchant to establish a Reserve Account, as defined in Section 15 of the Terms and Conditions, and to limit its volume as inducement to enter into this Agreement. If required by EMS or Bank, Merchant agrees to and hereby authorizes deductions from payments due Merchant to increase the balance in the Reserve Account to establish a cumulative reserve balance and to limit its

be subordinated to sums owed to BANK and EMS. This Guaranty is continuing, binding upon heirs and successors and may not be changed except in writing and signed by BANK and EMS. The undersigned hereby authorize(s) BANK and EMS to obtain from any credit reporting agency financial or credit information pertaining to the undersigned and give(s) BANK and EMS continuing authority to obtain such information in connection with the maintenance, renewal or extension of the Agreement. Guarantor(s) acknowledge(s) and agree(s) that this guaranty is made as part of a transaction that is solely for business and commercial purposes and is not primarily for personal, family, or household purposes.
Each Guarantor agrees to be bound by this Agreement, including the attached Terms and Conditions, and agrees that (i) the personal jurisdiction and exclusive venue of any claim shall lie in the federal or state courts of Cuyahoga County, Ohio, (ii) any Arbitration shall exclusively and solely be held in

In consideration of BANK and EMS entering into this Merchant Agreement (“Agreement”) with the above named Merchant, the undersigned (jointly and severally if more than one) hereby absolutely and unconditionally guarantee(s) the full and prompt payment by MERCHANT of any and all amounts it owes to BANK and EMS, and the performance of all MERCHANT’S obligations, under this Agreement as may be subsequently amended from time to time, whether before or after termination or expiration of the Agreement. This Guaranty is a guaranty of payment, and not of collection, and a debt of the undersigned guarantor(s) for his or her own account. The undersigned guarantor(s) agree(s) to pay or perform upon demand and waive(s) any notice, presentment, demand, collection from others or any delay in enforcement. This Guaranty includes (i) any amount returned by the BANK and EMS after receipt dusignanybankruptcy or similar law and (i) BANK’s and EMS’s expenses including attorney fee sums owing by the MERCHANT to the undersigned guarantor(s) shall

Above is neater more important not read by you. 1:34 pm 1-/30/2025

information, including but not limited to, Debit Card Transactions, batch closing, Authorizations, and any other communications using the POS device; (iii) the terms “Pass-through” and “Interchange Plus” (or “I/C Plus”) mean that in addition to the Discount Rate, per Transaction charges and Assessments (as defined below) indicated on the Schedule of Fees as amended from time to time or otherwise, Merchant shall pay the interchange fees applicable to the type of card presented for payment, and, in the case of American Express, the OptBlue® program fees applicable to the Transaction, and that the first full sentence of the Schedule of Fees shall not apply. Interchange and program fees are set and changed by the Card Brands from time to time and vary based on the Card Brand, regions or jurisdictions, the type of Credit or Debit Card, the type of the accepting merchant, the value of the Transaction, and the type of the Transaction (e.g. transaction size, industry type, online, in-store, phone order, whether the card is present for the transaction, etc.). The Schedule of Fees, as amended from time to time, may also provide for Interchange surcharges on certain categories of Cards presented for payment as defined herein or as commonly used in the payments industry; (iv) the term “Bundled Pricing” means that the Discount Rate and per Transaction charges are the same for all Cards, while the term “Tiered Rate Pricing” means that the Discount Rate and per Transaction charges will vary for certain Tiers (certain categories of Cards presented for payment as defined herein or as commonly used in the payments industry) as described in the Schedule of Fees, as amended from time to time; (v) “Qualified Cards” or “Best Qualified Cards” have the lowest Interchange fees. Of the remaining Card types (also known as “Non Best Qualified Cards”), “Non-Qualified Cards” are those with the highest Interchange fees, while the “Mid Qualified Cards” have Interchange fees that are lower than Non-Qualified Cards and higher than Qualified Cards; (vi) other types of Cards sometimes bundled in Tiered pricing include “PIN Debit” (Debit Cards used with a PIN). “Check Cards” (Debit Cards which are used without a PIN, also called “Signature Debit”), “Regulated Cards” (Check Cards which are issued by certain larger banks and have Interchange fees regulated by the Federal Reserve Bank), “Unregulated cards” (Check Cards which are issued by certain smaller banks and do not have regulated Interchange fees), International (Cards issued by non-U.S. banks), “Rewards,” “Rewards I,” and “Rewards II” Cards (Cards which have specified card holder rewards), “EIRF” type Cards, “Business Cards” or “Corporate Cards” (certain Cards issued to businesses), and “EBT” (electronic benefit transaction) Cards; (vii) Transactions involving Cards are described as “Keyed” or “Hand Entered” Transactions (Transactions where the Card is not physically swiped in to a POS device), or “Swiped Transactions” (Transactions which are not Keyed); (vii) Merchant agrees that the classification of the thousands of individual Interchange and Card types in to these types of broad categories is complex and is made at the discretion of EMS; (ix) as disclosed in the Schedule of Fees, as amended from time to time, Transaction fees are sometimes charged per “Authorization” (the process by which a Card presented for payment and the payment amount are sent to the Card Brand and approved or denied by the Card issuing bank), or by cleared and settled Transactions. An Authorization Transaction Fee shall still be payable under this Agreement even if Merchant contracts separately with American Express for settlement of American Express Transactions (i.e., “Non Bank Card Fee”); (x) “Voice Authorizations” (or Voice ARU) are those obtained by telephone; (xi) the term “Assessments” includes dues, assessments, acquirer fees, network fees, or other Card Brand fees and expenses assessed to Merchant, EMS or Bank (EMS and Bank sometimes referred to as the “Acquirer”) including any surcharges by Bank or EMS. Examples of these types of charges include NABU, NAPF, APF, FANF, switch charges, international Transaction surcharge fees or cross border fees, network fees, Integrity fee, Card Brand Authorization fees, and Card Brand Assessments. With respect to American Express, Assessments shall also include, but not be limited to the OptBlue® Network Fee, Inbound Fee, Non-Swiped Transaction Fee, Non Compliance Fee, Data Quality Fee, and Excessive Dispute Fees, among others; (xii) a “Batch Header” or “Data Capture” fee is one charged for each batch submitted by or on behalf of the Merchant; (xii) “Monthly Minimum” fees will be charged to the extent the Transaction fees (excluding fees or Pass-through Assessments related to Authorizations or Data Capture) for Bank Card (Visa, MasterCard or Discover Credit Cards or Signature Debit Cards, plus American Express if settled to Merchant under this Agreement) Transactions are less than the specified minimum; (xiv) other one-time or recurring monthly fees are as described in the Schedule of Fees as amended from time to time; (xv) the term “e-Commerce” means those Transactions accepted through the use of a web site; and (xvi) an “Access fee” is

Docusign Envelope ID: 21CE5A11-97ED-412E-B056-47E31B8C8F3F
-Initial without limitation any complaints, charges or claims against Merchant by any customers of Merchant or by any local, state or federal official.
DN
In addition to the indemnity obligations set forth in the Agreement, Merchant will also indemnify and hold EMS and Bank harmless from and against any and all losses, costs, liabilities, damages and expenses (including attorneys’ fees and collection costs) resulting from or incurred in connection with any breach of the Agreement including and as modified by this Addendum, and/or resulting from or incurred in connection with any inquiry, investigation, complaint, charge, subpoena, claim, or request for information of or against Merchant, or against or involving EMS or Bank in connection with Merchant, by any local, state or -Initial federal law enforcement or regulatory agency in connection with or relating to Merchant’s business including without limitation
DN any complaints, charges or claims by any customers of Merchant or by any local, state or federal official.
Merchant understands that EMS or Bank may terminate the Agreement effective immediately in the event of any breach of this addendum or as otherwise set forth in the Agreement.
ELECTRONIC MERCHANT SYSTEMS
MERCHANT: The Country Bank of Needham
By:
Its: Dated:
By:
Signed by:
-464C8D4F4452483
Print: Donald Needham
Its: Owner
Dated:
10/29/2025
PROHIBITED ACTS AND PRACTICES – DEBT REPAYMENT MERCHANTS
Collecting or assessing a debt and/or any additional amounts in connection with a debt (including interest, fees, and charges) not expressly authorized by the agreement creating the debt or permitted by law.

made at the discretion of EMS; (ix) as disclosed in the Schedule of Fees, as amended from time to time, Transaction fees are sometimes charged per “Authorization” (the process by which a Card presented for payment and the payment amount are sent to the Card Brand and approved or denied by the Card issuing bank), or by cleared and settled Transactions. An Authorization Transaction Fee shall still be payable under this Agreement even if Merchant contracts separately with American Express for settlement of American Express Transactions (i.e., “Non Bank Card Fee”); (x) “Voice Authorizations” (or Voice ARU) are those obtained by telephone; (xi) the term “Assessments” includes dues, assessments, acquirer fees, network fees, or other Card Brand fees and expenses assessed to Merchant, EMS or Bank (EMS and Bank sometimes referred to as the “Acquirer”) including any surcharges by Bank or EMS. Examples of these types of charges include NABU, NAPF, APF, FANF, switch charges, international Transaction surcharge fees or cross border fees, network fees, Integrity fee, Card Brand Authorization fees, and Card Brand Assessments. With respect to American Express, Assessments shall also include, but not be limited to the OptBlue® Network Fee, Inbound Fee, Non-Swiped Transaction Fee, Non Compliance Fee, Data Quality Fee, and Excessive Dispute Fees, among others; (xii) a “Batch Header” or “Data Capture” fee is one charged for each batch submitted by or on behalf of the Merchant; (xii) “Monthly Minimum” fees will be charged to the extent the Transaction fees (excluding fees or Pass-through Assessments related to Authorizations or Data Capture) for Bank Card (Visa, MasterCard or Discover Credit Cards or Signature Debit Cards, plus American Express if settled to Merchant under this Agreement) Transactions are less than the specified minimum; (xiv) other one-time or recurring monthly fees are as described in the Schedule of Fees as amended from time to time; (xv) the term “e-Commerce” means those Transactions accepted through the use of a web site; and (xvi) an “Access fee” is a monthly fee charged for Merchant’s access to the applicable Card Brand networks indicated on the Schedule of Fees as amended from time to time. (d) Merchant acknowledges that the monthly fees apply to each Merchant identification number assigned to Merchant. Merchant agrees that the amounts of such fees set forth on the Schedule of Fees may be amended from time to time by EMS and Bank pursuant to the terms of this Agreement. (e) Merchant acknowledges that in determining whether to accept the Application and in setting the Discount Rate and Fees, Transaction Fees and other amounts to be charged Merchant, Bank and EMS have relied upon the information contained in the Application including but not limited to the type of business in which Merchant is engaged, the product or service sold, the average Transaction or ticket size and monthly volume, the amount of telephone and mail order sales, and the ratio of Keyed/Swiped Transactions. If any of the foregoing information on which Bank and EMS relied is materially misstated, or if Merchant changes the nature of its business from that indicated on the Application or otherwise changes its business or goods sold or services rendered in a way that may increase Bank’s and/or EMS’s risks or costs, or lead to excessive Chargebacks, or if Merchant’s percentage of on and off premises, mail, telephone, and internet transaction sales varies from that disclosed in the Application, the Discount Rate, as amended from time to time, shall be the sum of (i) the then current Discount Rate plus (ii) Five Percent (5.00%) (or such lower amount that is acceptable to Bank and EMS). In the event of a change in the parameters stated above, or should special circumstances arise which shall temporarily or permanently change existing conditions, Merchant must notify Bank or EMS prior to those changes, so that adjustments can be made. (f) Fees become due at the time a Transaction is submitted to Bank and EMS. Merchant agrees to close batches at least once every business day, and acknowledges the Discount Rate and other fees and charges in the Schedule of Fees, as amended from time to time, are contingent upon the foregoing, and further understands that in the event that batches are not closed at least daily, (i) Bank and EMS may initiate batch closing on Merchant’s behalf, and (ii) the Interchange qualification of Transactions may change, resulting in additional charges as described in the Schedule of Fees, as amended from time to time. (g) Merchant acknowledges that higher Assessment and/or Interchange fees apply to sales or credit drafts emanating from foreign (non-U.S.A.) Credit Cards or commercial Cards issued for business purposes. (h) For every Transaction, an Authorization matching the sales amount exactly (or within 15% for hotels and car rentals, 20% for restaurants, bars and night clubs) must be obtained, or a higher Discount Rate and other fees and charges in the Schedule of Fees, as amended from time to time, shall apply. (i) Merchant benefits of Data and Breach protection (1) are provided solely through a third party vendor and neither EMS nor Bank shall have any obligation therefor, and (2) are only available in any particular month to the extent Merchant timely documents full compliance in that month with PCI Council Data Security Standards. PLEASE REFER TO THE SCHEDULE OF FEES INCORPORATED INTO THIS AGREEMENT, AS AMENDED FROM TIME TO TIME, FOR THE AMOUNT OF THESE FEES.

10. Sales Drafts. Merchant agrees to use a POS device, computer, telephone and related equipment approved by Bank and EMS for transmission of all Transaction data and to record each Transaction by “swiping” the Card through the POS device whenever a Card is present, or if a Card cannot be electronically read, to enter the Card number and expiration date into the POS device manually. Merchant shall prepare

Docusign Envelope ID: 21CE5A11-97ED-412E-B056-47E31B8C8F3F
Initial
10/29/2025
DEBT REPAYMENT MERCHANT AGREEMENT ADDENDUM This Checklist is an Addendum to the Merchant Agreement (“Agreement”) dated The Country Bank of Needha, (the “Merchant”) and ELECTRONIC MERCHANT SYSTEMS (“EMS”).
е
Merchant represents and warrants each of the following by checking it and signing below:
CC105/06-15A
between
Merchant is engaged in the business of offering collection services and has obtained, and throughout the term of the Agreement Initial will maintain, all local, state, and federal licenses, registrations, and approvals required to conduct such business, and that all

statements by Merchant on applications for such licenses, registrations, and approval were true.
Merchant understands, currently fully complies with, and during the term of the Agreement, will fully comply with all relevant provisions of all of the following as amended from time to time:

Initial the Truth In Lending Act, 15 U.S.C. § 1601, et seq. (“TILA”) and all regulations implementing the TILA including without limitation Regulation Z, 12 C.F.R. §1026.1, et seq.;
the Telephone Consumer Protection Act, 47 U.S.C. §227, et seq. (“TCPA”) and all regulations implementing the TCPA including without limitation 47 C.F.R. §64.1200, et seq.;
the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801, et seq. (“GLBA”) and all regulations implementing the GLBA; and
all other applicable federal, state, and local laws, rules and regulations including, without limitation, those referring, relating or pertaining to the foregoing, consumer privacy and protection, credit, lending, finance, usury, and banking, and with the Rules (as defined in the Agreement), and, without limiting the foregoing, covenants as follows:
a.
Merchant will not accept any Discover card or VISA credit card in payment of any debt;
b. Merchant will not accept any VISA debit card in payment of any “payday loan;”
c. Merchant will not accept any VISA debit card for any recurrent payment of any debt that has been charged-off or sold to Merchant for purpose of debt recovery;
d. Merchant will not accept any VISA card in payment of any debt the collection of which is barred by the applicable statute of limitations; and
e. For MasterCard, Merchant will accept only debit cards in payment of any debt.
Upon receipt, Merchant shall promptly and thoroughly review any and all letters, correspondence, information, directions, guidance, updates, newsletters and other materials received from any local, state, or federal agency or official, Card Brands, Initial EMS or Bank relating to Merchant’s business and card processing activities.
Merchant and its personnel, employees and agents are prohibited from engaging in any act or practice that violates any of the foregoing statutes and regulations including, without limitation, the Prohibited Acts and Practices listed on the next page of this Initial Checklist, and will notify EMS and Bank immediately in writing of any violation of this prohibition.
Merchant will immediately notify EMS and Bank in writing of any inquiry, investigation, complaint, charge, subpoena, claim, civil investigative demand, request for information, judgment, injunction, restraining order, cease and desist order, any similar judicial, quasi-judicial, administrative, or executive order, or any license or permit revocation or cancellation, by any local, state or federal law enforcement or regulatory agency, entity, or official in connection with or relating to Merchant’s business including 2 For Code of Fed. Regulations see http://www.ecfr.gov/cgi-bin/ECFR?page=browse.
1 The U.S. Code is available at http://uscode.house.gov/.
ection_Checklist.pdf
Page 1 of 2
1

• Section 5 of the Federal Trade Commission Act, 15 U.S.C. §5 (“FTCA”);1
  the Consumer Financial Protection Act, 12 U.S.C. §5481, et seq. (“CFPA”);
  the Fair Debt Collection Practices Act, 15 U.S.C. § 1692, et seq. (“FDCPA”) and all regulations implementing the FDCPA including without limitation Regulation F, 12 C.F.R. §1006.1, et seq.;2
  the Electronic Funds Transfer Act, 15 U.S.C. § 1693, et seq. (“EFTA”) and all regulations implementing the EFTA including without limitation Regulation E, 12 C.F.R. §1005.1, et seq.;
  ⚫ the Restrictions on Garnishment, 15 U.S.C. §1671, et seq.;
  .
  the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §6101, et seq. (“TCFAPA”) and all regulations implementing the TCFAPA including without limitation the Telemarketing Sales Rule, 16 C.F.R. § 310.1, et seq., including provisions in §310.3(c) prohibiting “credit card laundering”;
  ⚫ the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq. (“FCRA”) and all regulations implementing the FCRA including without limitation Regulation V, 12 C.F.R. §1022.1, et seq.;
  the Truth In Lending Act, 15 U.S.C. § 1601, et seq. (“TILA”) and all regulations implementing the TILA including without limitation Regulation Z, 12 C.F.R. §1026.1, et seq.;
  the Telephone Consumer Protection Act, 47 U.S.C. §227, et seq. (“TCPA”) and all regulations implementing the TCPA including without limitation 47 C.F.R. §64.1200, et seq.;
  ⚫ the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801, et seq. (“GLBA”) and all regulations implementing the GLBA; and
  all other applicable federal, state, and local laws, rules and regulations including, without limitation, those referring, relating or pertaining to the foregoing, consumer privacy and protection, credit, lending, finance, usury, and banking, and with the Rules (as defined in the Agreement), and, without limiting the foregoing, covenants as follows:
  a.
  Merchant will not accept any Discover card or VISA credit card in payment of any debt;
  b. Merchant will not accept any VISA debit card in payment of any “payday loan;”
  English (US) Terms of Use
  Privacy

PECTION REPORT
MERCHANT SITE
OWNERS AND OFFICERS
MERCHANT PROFILE
BUSINESS NAI
Corporate Address
937 Stratford Pl
City
Mason
Telephone Number (513) 466-8103
Business Email Address
County
State OH
Zip
Fax Number
financialcenter@thecountrybankofneedham.com
Year Business Established: 2014
No. Locations:
Length of Ownership
Length at Location
11 YRS 3
MOS
10 YRS 7
MOS
Type of Business
Retail
Internet
Restaurant w/Tip
Lodging
Service
Trade/Craft Shows
Mail/Phone Order
Type of Goods Sold
6012 – Account
Funding Financial Institution
CREDIT CARD
TRANSACTION PROFILE
45040
City
Mason
Telephone Number (513) 466-8103
Location Address (where transactions take place) Same as Corporate 937 Stratford Pl
Mail To Corporate
Web Address
Location
Type of Sales:
Must Total 100%
0
Swipe/Tap/EMV Dip
%
0
Phone/Keyed
100
Online
Total
100
Maximum Monthly Sales Volume:
$ 750000
Average Ticket Size: Highest Ticket Size: $ 5000
$ 70000
PROCESSING HISTORY
County
State
Zip
OH
45040
Fax Number
www.thecountrybankofneedham.com
Has the business or any associated owner ever been terminated as a VISA®/ MasterCard® / DiscoverR / American Express® merchant?
YES NO
Do you currently accept VISA®/MasterCard® / Discover®/ American Express®?
YES
NO
If YES, please submit 3 most current monthly statements. Are there third parties/payment applications involved with your payment process?
YES
INO
If YES, identify
Is your business PCI compliant?
YES NO
Has your business had any ongoing or prior data compro- mise investigations?
YES
INO
Has the business been previously identified with Visa Risk Pro- grams? If YES, when and what program.
YES
INO
You must provide the name, date of birth, address and social security number of (i) each person who directly or indirectly owns 25% or more of the business, and (ii) if not a listed owner, at least one person with significant responsibility for managing the business. Failure to do so may result in immediate Name (1)
Donald Needham
Residential Address
937 Stratford Pl
SSN
287-84-8777
45040
termination of your account, as well as penalties for violation of Financial Crimes Enforcement Network Anti Money-Laundering rules. Attach additional sheets if necessary. Bank or EMS may perform investigations to validate this information.
Title
Owner
City
Mason
State Zip OH
Email Address*
Drivers License or State ID No. Sv874754
State of Issue
OH
Equity Ownership 100
Management
% Responsibility?
No
Yes Date of Birth 05/19/1986
(513) 466-8103
Name (2)
SSN
Title
OWN
Residential Address
City
Drivers License or State ID No.
State of Issue Equity Ownership
State
Zip
Management
% Responsibility?
By providing your residence telephone number, mobile telephone and email you agree that the Bank or EMS may from time to time make calls and/or send text messages to you at any telephone number associated with your account, including mobile telephone numbers that could result in charges to you. The manner in which these calls or text messages are made to you may include, but is not limited THIS SECTION MUST BE COMPLETED AND Retail Storefront Residence Mobile Merchant Residential Industrial ☐251-500
Merchant Location Area is Zoned
Shopping Center
☐ Commercial 0-250
Square Footage
501-2000
2001+
Does the inventory, merchandise, and staff appear to be consistent with the type of business? If no, Explain:
I hereby verify that I have have not physically inspected the business premises of the merchant at this address and the information stated above is correct to the best of my knowledge.
Signature of Rep/Inspector
financialcenter@thecountrybankofneedham.com
Email Address*
Yes Date of Birth
No
Residence Telephone”
Time at Residence 13 YRS 9 MOS RENT
Mobile Phone*
(513) 466-8103
Time at Residence☐OWN MOS RENT
YRS
Residence Telephone* Mobile Phone*
to, the use of prerecorded/artificial voice messages and/or automatic telephone dialing system. You further consent to receiving emails at any e-mail address you provide the Bank or EMS or use other electronic means of communication to the extent permitted by law. Consent may be revoked at any time and by any reasonable means. SIGNED BY SALES REPRESENTATIVE Office Building
General Comments by Inspector
YES
☐ NO
он
Date
10/29/2025

MERCHANT PROFILE
BUSINESS NAME(S)
BANK DISCLOSURE
PROCESSOR
electron c chart systems
Electronic Merchant Systems 250 West Huron Rd, STE 400 Cleveland, OH 44113
Phone: 800-726-2117 Fax: 216-674-3110 www.emscorporate.com
Docusign Envelope ID: 21CE5A11-97ED-412E-B056-47E31B8C8F3F
MERCHANT APPLICATION/AGREEMENT
Office use only: MCC: 6012
MID:
Office No.: 6984
Branch Code:
Rep Code:
0004
MERCHANT AGREEMENT Version 0525A
The account number assigned to Merchant indicates which Bank accepted Merchant’s offer to procure the Services.
BMOM
BMO Bank N.A. Cincinnati, OH
8500 Governors Hill Rd
Cincinnati, OH 45249
847-240-6600
Account no. starts with 565 or 564
Central Bank
of St. Louis
Central Bank of St. Louis
St. Louis, MO
7707 Forsyth Blvd
St. Louis, MO 63105
314-862-8300
Account no. starts with 278 or 557
IMPORTANT MEMBER BANK (ACQUIRER) RESPONSIBILITIES 1. A Visa or MasterCard Member is the only entity approved to extend acceptance of Visa or MasterCard products directly to a Merchant. 2. A Visa or MasterCard Member must be a principal (signer) to the Merchant Agreement. 3. The Visa or MasterCard Member is responsible for educating Merchants on pertinent Visa or MasterCard Operating Regulations with which Merchants must comply. 4. The Visa or MasterCard Member is responsible for and must settle funds with the merchant. 5. The Visa or MasterCard Member is responsible for all funds held in reserve that are derived from settlement.
IMPORTANT MERCHANT RESPONSIBILITIES 1. Ensure compliance with cardholder data security and storage requirements. (To review requirements go to www.Visa.com, select Run Your Business, Visa Security, For Merchants, Explore CISP Website; go to MasterCard.com, select Merchants,
ESQUIRE
BANK
Esquire Bank, NA Jericho, NY
100 Jericho Quadrangle,
STE 100
Jericho, NY 11753 800-996-0213
Account no. starts with 633
Merrick Bank
Merrick Bank South Jordan, UT
135 Crossways Park Dr N,
STE A
Woodbury, NY 11797 800-267-2256
Account no. starts with 632
Safety Security, Security Requirements, Learn about the PCI Data Security Standard; and/ or contact our customer service team.) 2. Maintain fraud and chargeback ratios below thresholds. 3. Review and understand the terms of the Merchant Agreement. 4. Comply with Visa and MasterCard Operating Regulations. (Go to www.Visa.com, select Small Business and Merchants, select Operations and Risk Management, select Rules for Visa Merchants to view requirements. Go to MasterCard.com, select Merchants, MasterCard Rules to view requirements.) The responsibilities listed above do not supersede terms of the Merchant Agreement and are provided to ensure the merchant understands some important obligations of each Signedbythat the Visa or MasterCard Member (Acquirer) is the ultimate authority should the merc blems.
Signature
FOR CALIFORNIA RESIDENTS’ PRIVACY POLICY AND NOTICES, SEE TERMS AND CONDITIONS SECTION 30.
Corporate or Legal Name
The Country Bank of Needham
Doing Business As
The Country Bank of Needham
Corporate Address 937 Stratford PI
City
Mason
Telephone Number
(513) 466-8103
Business Email Address
County
State OH
Fax Number
financialcenter@thecountrybankofneedham.com
Year Business Established: 2014
Length of Ownership 11 YRS 3 MOS Type of Business
☐ Retail
Lodging
Internet
Service
Mail/Phone Order
Type of Goods Sold
No. Locations:
Length at Location 10 YRS 7
MOS
Restaurant w/Tip Trade/Craft Shows
-464CBD4F4452483.
Type of Ownership
10/29/2025
Sole Proprietor or Single Member LLC Corporation Partnership LLC Authorized Contact Person Donald Needham
Federal Tax ID (Nine Digits) 92-0472145
Location Address (where transactions take place) Same as Corporate 937 Stratford Pl
City
Mason
Zip 45040
Telephone Number (513) 466-8103
County
State OH
Zip
45040
Fax Number
Has the business or any associated owner ever been terminated as a VISA®/MasterCard® / DiscoverR/American Express® merchant?
Do you currently accept VISA®/MasterCard® / Discover®/ American Express®?
Mail To Corporate
Web Address
Location
www.thecountrybankofneedham.com
Type of Sales:
Must Total 100%
0
Swipe/Tap/EMV Dip
%
0
Phone/Keyed
100
100
CARD
CREDIT PROFILE TRANSACTION
PROCESSING HISTORY
YES NO
YES
NO
If YES, please submit 3 most current monthly statements. Are there third parties/payment applications involved with your payment process?
☐YES
NO
If YES, identify
YES
NO
Has your business had any ongoing or prior data compro- mise investigations?
YES
NO
Has the business been previously identified with Visa Risk Pro- grams? If YES, when and what program.
☐YES
INO
Is your business PCI compliant?
Online
Total
Maximum Monthly Sales Volume:
$ 750000
Average Ticket Size: Highest Ticket Size: $5000 $ 70000
You must provide the name, date of birth, address and social security number of (i) each person who termination of your account, as well as penalties for violation of Financial Crimes Enforcement
6012 – Account
Funding Financial Institution

23. Waiver. Neither the failure nor any delay on the part of Bank or EMS to exercise any right, remedy, power or privilege hereunder shall operate as a waiver nor be construed as an agreement to modify the terms of this Agreement, nor shall any single or partial exercise of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver by a party hereunder shall be effective unless it is in writing and signed by the party making such waiver, and then such waiver shall apply only to the extent specifically stated in such writing.
24. Entire Agreement. This Agreement, including the Application and any other documents executed in conjunction herewith, constitutes and expresses the entire agreement and understanding between the Merchant, Bank and EMS with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, by Bank, EMS or its sales representative, whether expressed or implied, oral or written. This Agreement is not effective and may not be modified in any respect without the approval of Bank. Merchant and Guarantor(s) acknowledge and agree (i) that this Agreement is made as part of a transaction solely for business and commercial purposes and is not primarily for personal, family, or household purposes, and () that Bank, EMS and Merchant are “business association(s)” as defined in Ohio Revised Code Section 169.01(B)(2).
25. Assignment and Delegation. This Agreement may be assigned by Bank. EMS may subcontract, sublicense, assign, license, franchise, or in any manner extend or transfer to any third party any right or obligation of EMS set forth herein but only as may be approved by Bank and permitted under the Rules. This Agreement may not be assigned by Merchant without Bank’s and EMS’s prior written consents and any purported assignment without such consents shall be void. This Agreement shall be binding on the parties and their permitted heirs, successors, and assigns. Bank (and EMS, if and to the extent permitted under the Rules) reserves the right, in its sole discretion, to delegate or assign to third parties the performance of certain of Bank’s (or EMS’s, if applicable) servicing or settlement obligations to Merchant. The relationship of Bank, EMS and Merchant is solely that of independent parties contracting for services.
26. Disputes, Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. In the event Merchant fails to pay Bank and/or EMS Chargebacks, fees, settlement costs or other amounts due hereunder, Merchant (and guarantor(s) of Merchant’s obligations and duties hereunder) agree that Bank and/or EMS can sue Merchant (and any guarantors) in court. In the case of any such lawsuit, personal jurisdiction and exclusive venue shall lie in the federal or state courts of Cuyahoga County, Ohio and Merchant (and any guarantor) hereby waives all objections to said jurisdiction. If in response to any lawsuit seeking to recover Chargebacks, fees, settlement costs or other amounts due hereunder Merchant (or its guarantors) asserts a counterclaim, cross claim and/or a third-party complaint against EMS or Bank, then the claims and defenses of EMS and/or the Bank and the claims and defenses of Merchant (and any guarantors) shall be subject to arbitration as set forth in Section 27, unless waived. The parties agree that no affirmative defense or request for setoff asserted by Merchant (and any guarantors) in response to the complaint filed by Bank or EMS under this Section 26 shall exceed the amount sought by or awarded to Bank or EMS in the lawsuit. The parties hereby waive any right to trial by jury in connection with any dispute between them. Any claims concerning errors in the Fees charged hereunder must be made in writing within six months of the occurrence of the error on which the claim is based, and must specify the grounds for the claim. No claim relating to Fees charged hereunder may be brought until thirty days after written notice is provided. Merchant acknowledges and agrees that, in addition to clearing and settling Transactions, Bank collects fees, costs, and other charges due from Merchant under this Agreement at EMS’ instruction. Merchant agrees that Bank has no duty to verify, audit, review or otherwise oversee the fees, costs, or other charges that Bank collects from Merchant.
27. Arbitration. Except as expressly provided in Section 26 any claim or dispute arising out of or related to this Agreement shall be finally resolved by final and binding arbitration. Whenever a party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other parties. The party giving such notice shall refrain from instituting the arbitration proceedings for a period of thirty (30) days following such notice to allow the parties to attempt to resolve the dispute between or among themselves. If the parties are still unable to resolve the dispute, the party giving notice may institute the arbitration proceeding under the rules of the American Arbitration Association (“AAA Rules”). Arbitration shall be on an individual basis only. There shall be no right or authority for any claims or disputes to be arbitrated on a class action or consolidated basis, or in a representative or private attorney general capacity. Arbitration shall exclusively and solely be held in Cleveland, Ohio. The arbitration shall be conducted before a single arbitrator mutually chosen by the parties, but if the parties have not

agreed upon a single arbitrator within fifteen (15) days after notice of the institution of the arbitration proceeding, then the arbitration shall be conducted by a panel of three (3) arbitrators. In such case, Merchant, on the one hand, and Bank and/or EMS on the other, shall within thirty (30) days after notice of the institution of the arbitration proceedings appoint one arbitrator. The presiding arbitrator shall then be appointed in accordance with AAA Rules. Decisions of the arbitrator(s) shall be final and binding on the parties. The arbitrator shall have the authority to award any remedy or relief a court of the State of Ohio could order or grant, including, without limitation, specific performance of any obligation created under this Agreement, the awarding of the issuance of an injunction or the imposition of sanctions for abuse or frustration of the arbitration process. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction and enforced with full judicial effect thereafter. All fees and expenses of the arbitration shall be bome by the parties equally and each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentations, provided, however, that the arbitrator(s) is/are authorized to award any party such sums as shall be deemed proper for the time, expense and inconvenience of arbitration, including arbitration fees and expenses and attorneys’ fees and expenses. Except to the extent that entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence by the parties.

28. Compliance and Disclosure of Information; Patriot Act. Merchant shall promptly provide such information and certifications as Bank and EMS may reasonably require from time to time in reviewing Merchant’s compliance with the terms and conditions of this Agreement and the Rules, and all such information shall be true and complete. Merchant further agrees to produce and make available for inspection by Bank, EMS or its officers, agents or representatives, such books and records of Merchant as Bank or EMS may deem reasonably necessary to be adequately informed of the business practices and financial condition of Merchant, or the ability of Merchant to observe or perform its obligations to Bank and EMS pursuant to this Agreement. Merchant further agrees to provide to Bank or EMS within seven (7) days of notice such information as Bank or EMS may request including but not limited to, credit reports, personal and/or business financial statements, income tax returns, or other such information as Bank or EMS may request. Merchant grants to Bank and EMS continuing authority to conduct credit checks and background investigation and inquiries concerning Merchant and its owner(s) including. but not limited to, character and business references and the financial condition of Merchant and Merchant’s owner(s). Merchant expressly authorizes Bank, EMS or its agents and representatives to provide and receive such information from any and all third parties directly, without further consent or authorization on the part of Merchant. Bank and EMS may share with others its credit, sales and other information. Merchant will not transfer, sell, or merge or liquidate its business or assets or otherwise transfer control of its business, change its ownership in any amount or respect, engage in any joint venture partnership or similar business arrangement, change its basic nature or method of business, types of products sold or engage in sales by phone, internet, or mail order without providing notice to Bank or EMS and providing Bank or EMS with the opportunity to terminate this Agreement. Merchant acknowledges that Bank has implemented a customer identification program as required under the USA Patriot Act and other similar state laws and regulations. Merchant agrees to make available to Bank and/or EMS such information as may be required by Bank in connection with its customer identification program and/or as required under the USA Patriot Act and related state laws and regulations. Merchant hereby expressly consents to disclosure by EMS of Transaction data, Merchant data, and other information about the Merchant to American Express, and, further, expressly consents to American Express’ use of such information to perform its responsibilities in connection with its Card program, promote the American Express network, perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communications purposes and important transactional or relationship communications from American Express. American Express may use the information obtained in this application at the time of setup to screen and/or monitor Merchant in connection with Card marketing and administrative purposes.
29. Amendments. This Agreement may not be modified in any respect without the approval of the Bank. This Agreement may be amended by Bank and EMS from time to time upon written notice as provided in Section 21. Any amendment to the fees and rates set forth in the Schedule of Fees, including any additional fees, shall be effective on 30 days written notice. Any other amendment to this Agreement shall be effective on the effective date specified in the notice unless otherwise provided for herein. In the event of any amendment of the terms and conditions of this Agreement or of the fees payable to Bank or EMS hereunder, Merchant shall have the right to terminate this Agreement without the payment of the termination fee provided in Section 18 above by providing Bank and EMS written notice of such termination within 30 days after Merchant received notice of the amendment, except as otherwise required by the Rules. No such termination shall effect any obligation of Merchant to pay any fees, charges, or other obligations incurred by Merchant under this Agreement prior to the

this Agreement. In the event of termination by Bank or EMS due to breach by Merchant of any of the terms and conditions of this Agreement, Merchant shall pay to EMS the early termination fee disclosed in the Schedule of Fees. Upon the occurrence of an event of default or the termination of this Agreement by Bank or EMS in accordance with the terms hereof, Bank and EMS shall be entitled to pursue all rights and remedies available to it or them under this Agreement, at law or in equity, including but not limited to placing the Merchant in the “Terminated Merchant File” and collection of the early termination fee. All obligations of confidentiality and of any party to this Agreement to pay funds to another shall survive any termination hereof. Nothing herein shall be construed as relieving Merchant of the obligation for the Minimum Discount Fee as provided in Schedule of Fees for the term of this Agreement.

19. Indemnification; Bank and EMS Liability. Merchant agrees to indemnify and hold Bank and EMS harmless from and against any Card Brand fines, assessments, or fees, and all losses, liabilities, damages and expenses (including attorneys’ fees and collection costs) arising out of or related to: (i) the services provided hereunder, (i) breach of any warranty, covenant, agreement, term or condition of this Agreement, applicable law, or the Rules by Merchant, its employees, agents or third party servicers; (i) any action by Bank or EMS to collect sums due from Merchant under the Agreement; (iv) any act or omission of, or misrepresentation by Merchant, its employees, agents, third party servicers or other third parties with which Merchant has contracted; (v) Merchant’s processing activities and provision of goods and services to cardholders; (vi) the negligence, willful misconduct, fraud or dishonesty of Merchant or Merchant’s employees, licensees, successors, agents and/or assigns; and (vii) services provided directly or indirectly to or on behalf of Merchant by third parties, including without limitation Merchant’s Internet service provider or other telecommunication services provider, and any third party services provided through or resold by EMS, including but not limited to electronic authorization and settlement services, web site hosting services, electronic payment gateway services, POS systems, software, and equipment, and gift card or customer loyalty program services providers. Merchant agrees that Bank is not responsible for and has no liability in connection with the Non-Bank Services and Merchant agrees to indemnify and hold Bank harmless from and against any and all losses, liabilities, damages and expenses (including attorneys’ fees and collection costs) arising out of or related to the Non-Bank Services. Except as expressly provided in this Agreement, Bank and EMS make no warranties whether express, implied or statutory, in connection with this Agreement. Without limiting the foregoing, BANK AND EMS DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Bank or EMS may utilize systems of others (including, but not limited to systems of any Card Brands, payment gateway services, or systems related to Non-Bank Services), in connection with its performances of the services described hereunder. Bank and EMS shall not be responsible or liable for any negligence or wrongdoing of such third parties, or any information provided by others or for the use of any system or equipment of Bank and EMS or others or for any circumstances beyond its control. Merchant hereby covenants that it will not sue, or assert any claims in any tribunal or arbitration against Bank or EMS for any harm, costs, losses, damages, declaratory relief, injunctive relief, or other relief arising from or relating to any actions or omissions by any third party including without limitation Merchant’s Internet service provider or other telecommunication services provider, and any third party services provided through or resold by EMS, including but not limited to electronic authorization and settlement services, web site hosting services, electronic payment gateway services, POS systems, software, and equipment, and gift card or customer loyalty program services providers. The sole and exclusive liability of Bank and EMS and remedy of Merchant hereunder (including negligence) shall be general money damages not to exceed the amount of the item subject to claim or dispute, regardless of the characterization of such action. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL BANK AND EMS, OR THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY, FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ATTORNEYS FEES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Neither Bank nor EMS shall be responsible or liable for any action taken by Bank or EMS (or the results thereof) that is authorized by this Agreement, the Rules, or applicable regulations or law. Neither Bank nor EMS shall have liability for any taxes arising under this Agreement (which liability will be that of Merchant), other than taxes based on Bank’s or EMS’s income. Merchant acknowledges that Bank is directly involved in the administration of Merchant’s Visa and Master Card Transactions (as a result of Bank’s membership in those Card Brand associations), but Bank has no similar relationship with respect to its Discover Transactions or American Express Transactions. Merchant’s relationship with those Card Brands is established

23. Waiver. Neither the failure nor any delay on the part of Bank or EMS to exercise any right, remedy, power or privilege hereunder shall operate as a waiver nor be construed as an agreement to modify the terms of this Agreement, nor shall any single or partial exercise of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver by a party hereunder shall be effective unless it is in writing and signed by the party making such waiver, and then such waiver shall apply only to the extent specifically stated in such writing.
24. Entire Agreement. This Agreement, including the Application and any other documents executed in conjunction herewith, constitutes and expresses the entire agreement and understanding between the Merchant, Bank and EMS with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, by Bank, EMS or its sales representative, whether expressed or implied, oral or written. This Agreement is not effective and may not be modified in any respect without the approval of Bank. Merchant and Guarantor(s) acknowledge and agree (i) that this Agreement is made as part of a transaction solely for business and commercial purposes and is not primarily for personal, family, or household purposes, and () that Bank, EMS and Merchant are “business association(s)” as defined in Ohio Revised Code Section 169.01(B)(2).
25. Assignment and Delegation. This Agreement may be assigned by Bank. EMS may subcontract, sublicense, assign, license, franchise, or in any manner extend or transfer to any third party any right or obligation of EMS set forth herein but only as may be approved by Bank and permitted under the Rules. This Agreement may not be assigned by Merchant without Bank’s and EMS’s prior written consents and any purported assignment without such consents shall be void. This Agreement shall be binding on the parties and their permitted heirs, successors, and assigns. Bank (and EMS, if and to the extent permitted under the Rules) reserves the right, in its sole discretion, to delegate or assign to third parties the performance of certain of Bank’s (or EMS’s, if applicable) servicing or settlement obligations to Merchant. The relationship of Bank, EMS and Merchant is solely that of independent parties contracting for services.
26. Disputes, Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. In the event Merchant fails to pay Bank and/or EMS Chargebacks, fees, settlement costs or other amounts due hereunder, Merchant (and guarantor(s) of Merchant’s obligations and duties hereunder) agree that Bank and/or EMS can sue Merchant (and any guarantors) in court. In the case of any such lawsuit, personal jurisdiction and exclusive venue shall lie in the federal or state courts of Cuyahoga County, Ohio and Merchant (and any guarantor) hereby waives all objections to said jurisdiction. If in response to any lawsuit seeking to recover Chargebacks, fees, settlement costs or other amounts due hereunder Merchant (or its guarantors) asserts a counterclaim, cross claim and/or a third-party complaint against EMS or Bank, then the claims and defenses of EMS and/or the Bank and the claims and defenses of Merchant (and any guarantors) shall be subject to arbitration as set forth in Section 27, unless waived. The parties agree that no affirmative defense or request for setoff asserted by Merchant (and any guarantors) in response to the complaint filed by Bank or EMS under this Section 26 shall exceed the amount sought by or awarded to Bank or EMS in the lawsuit. The parties hereby waive any right to trial by jury in connection with any dispute between them. Any claims concerning errors in the Fees charged hereunder must be made in writing within six months of the occurrence of the error on which the claim is based, and must specify the grounds for the claim. No claim relating to Fees charged hereunder may be brought until thirty days after written notice is provided. Merchant acknowledges and agrees that, in addition to clearing and settling Transactions, Bank collects fees, costs, and other charges due from Merchant under this Agreement at EMS’ instruction. Merchant agrees that Bank has no duty to verify, audit, review or otherwise oversee the fees, costs, or other charges that Bank collects from Merchant.
27. Arbitration. Except as expressly provided in Section 26 any claim or dispute arising out of or related to this Agreement shall be finally resolved by final and binding arbitration. Whenever a party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other parties. The party giving such notice shall refrain from instituting the arbitration proceedings for a period of thirty (30) days following such notice to allow the parties to attempt to resolve the dispute between or among themselves. If the parties are still unable to resolve the dispute, the party giving notice may institute the arbitration proceeding under the rules of the American Arbitration Association (“AAA Rules”). Arbitration shall be on an individual basis only. There shall be no right or authority for any claims or disputes to be arbitrated on a class action or consolidated basis, or in a representative or private attorney general capacity. Arbitration shall exclusively and solely be held in Cleveland, Ohio. The arbitration shall be conducted before a single arbitrator mutually chosen by the parties, but if the parties have not

(directly or indirectly) through EMS.

20. Force Majeure. The parties to this Agreement shall be released from liability hereunder for failure to perform any of the obligations herein where such failure to perform occurs by reason of any act of God, fire, flood, storm, earthquake, tidal wave, communications failure, sabotage, war, military operation, national emergency, mechanical or electronic breakdown, civil commotion or the order, requisition, request or recommendation of any governmental agency or acting governmental authority, or either party’s compliance therewith, or governmental proclamation, regulation, or priority, or any other cause beyond either party’s reasonable control, whether similar or dissimilar to such causes.
21. Notices. Any notice, request, instruction or other document directed to Merchant required or permitted under this Agreement shall be deemed to have been given: (a) upon inclusion in a monthly Merchant Statement available on the EMS electronic portal www.emsdata.net; (b) upon inclusion in a notification message on the EMS electronic portal www.emsdata.net; (c) upon receipt if by (i) personal delivery or (ii) overnight courier service by way of a national courier, (d) upon transmission if by (i) e-mail to the address provided by Merchant on this Agreement or the last address provided to EMS by Merchant, or (ii) fax to the fax number provided by Merchant on this Agreement or the last fax number provided to EMS by Merchant; or (e) on the third day after the same shall be sent by first class mail, postage prepaid, to the address provided by Merchant on this Agreement or at such other address as Merchant may give to the Bank or EMS from time to time by written notice. Merchant agrees to carefully and promptly review each monthly statement and other notices or materials accompanying the statement because notices (including those referring to detailed amendments or changes posted online) may be included on and with such statement. Any notice, request, instruction or other document directed to Bank or EMS required or permitted under this Agreement shall be deemed to have been given on the third day after the same shall be sent by first class mail, postage prepaid, to EMS at 250 West Huron Rd., Ste. 400, Cleveland, OH 44113 and to BMO Bank N.A., at 8500 Governors Hill Rd., Cincinnati, OH 45249, to Central Bank of St. Louis, at 7707 Forsyth Blvd. St. Louis, Missouri 63105, to Esquire Bank at 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753, or to Merrick Bank at 10705 South Jordan Gateway, Suite 200, South Jordan, Utah 84095, or at such other addresses as EMS or Bank may give to the Merchant from time to time by written notice.
22. Severability. If any part of this Agreement is held unenforceable or invalid or prohibited by law, said part shall be deemed stricken therefrom and this Agreement shall be read and interpreted as though said part did not exist, and shall not affect the validity or enforcement of any other provision.
23. Waiver. Neither the failure nor any delay on the part of Bank or EMS to exercise any right, remedy, power or privilege hereunder shall operate as a waiver nor be construed as an agreement to modify the terms of this Agreement, nor shall any single or partial exercise of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver by a party hereunder shall be effective unless it is in writing and signed by the party making such waiver, and then such waiver shall apply only to the extent specifically stated in such writing.
24. Entire Agreement. This Agreement, including the Application and any other documents executed in conjunction herewith, constitutes and expresses the entire agreement and understanding between the Merchant, Bank and EMS with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, by Bank, EMS or its sales representative, whether expressed or implied, oral or written. This Agreement is not effective and may not be modified in any respect without the approval of Bank. Merchant and Guarantor(s) acknowledge and agree (i) that this Agreement is made as part of a transaction solely for business and commercial purposes and is not primarily for personal, family, or household purposes, and () that Bank, EMS and Merchant are “business association(s)” as defined in Ohio Revised Code Section 169.01(B)(2).
25. Assignment and Delegation. This Agreement may be assigned by Bank. EMS may subcontract, sublicense, assign, license, franchise, or in any manner extend or transfer to any third party any right or obligation of EMS set forth herein but only as may be approved by Bank and permitted under the Rules. This Agreement may not be assigned by Merchant without Bank’s and EMS’s prior written consents and any purported assignment without such consents shall be void. This Agreement shall be binding on the parties and their permitted heirs, successors, and assigns. Bank (and EMS, if and to the extent permitted under the Rules) reserves the right, in its sole discretion, to delegate or assign to third parties the performance of certain of Bank’s (or EMS’s, if applicable) servicing or settlement obligations to Merchant. The relationship of Bank, EMS and Merchant is solely that of independent parties contracting for services.
26. Disputes, Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. In the event Merchant fails to pay Bank and/or EMS Chamaharke face cattlamant note or other amounto dua haraundar Marchant (and quarantorie) of Marchant’s

Merchant. In addition, Merchant hereby acknowledges that the Card Brands have the right to terminate or limit this Agreement. In the event of termination by Bank or EMS due to breach by Merchant of any of the terms and conditions of this Agreement, Merchant shall pay to EMS the early termination fee disclosed in the Schedule of Fees. Upon the occurrence of an event of default or the termination of this Agreement by Bank or EMS in accordance with the terms hereof, Bank and EMS shall be entitled to pursue all rights and remedies available to it or them under this Agreement, at law or in equity, including but not limited to placing the Merchant in the “Terminated Merchant File” and collection of the early termination fee. All obligations of confidentiality and of any party to this Agreement to pay funds to another shall survive any termination hereof. Nothing herein shall be construed as relieving Merchant of the obligation for the Minimum Discount Fee as provided in Schedule of Fees for the term of this Agreement.

19. Indemnification; Bank and EMS Liability. Merchant agrees to indemnify and hold Bank and EMS harmless from and against any Card Brand fines, assessments, or fees, and all losses, liabilities, damages and expenses (including attorneys’ fees and collection costs) arising out of or related to: (i) the services provided hereunder; (ii) breach of any warranty, covenant, agreement, term or condition of this Agreement, applicable law, or the Rules by Merchant, its employees, agents or third party servicers; (ii) any action by Bank or EMS to collect sums due from Merchant under the Agreement; (iv) any act or omission of, or misrepresentation by Merchant, its employees, agents, third party servicers or other third parties with which Merchant has contracted; (v) Merchant’s processing activities and provision of goods and services to cardholders; (vi) the negligence, willful misconduct, fraud or dishonesty of Merchant or Merchant’s employees, licensees, successors, agents and/or assigns; and (vii) services provided directly or indirectly to or on behalf of Merchant by third parties, including without limitation Merchant’s Internet service provider or other telecommunication services provider, and any third party services provided through or resold by EMS, including but not limited to electronic authorization and settlement services, web site hosting services, electronic payment gateway services, POS systems, software, and equipment, and gift card or customer loyalty program services providers. Merchant agrees that Bank is not responsible for and has no liability in connection with the Non-Bank Services and Merchant agrees to indemnify and hold Bank harmless from and against any and all losses, liabilities, damages and expenses (including attorneys’ fees and collection costs) arising out of or related to the Non-Bank Services. Except as expressly provided in this Agreement, Bank and EMS make no warranties whether express, implied or statutory, in connection with this Agreement. Without limiting the foregoing, BANK AND EMS DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Bank or EMS may utilize systems of others (including, but not limited to systems of any Card Brands, payment gateway services, or systems related to Non-Bank Services), in connection with its performances of the services described hereunder. Bank and EMS shall not be responsible or liable for any negligence or wrongdoing of such third parties, or any information provided by others or for the use of any system or equipment of Bank and EMS or others or for any circumstances beyond its control. Merchant hereby covenants that it will not sue, or assert any claims in any tribunal or arbitration against Bank or EMS for any harm, costs, losses, damages, declaratory relief, injunctive relief, or other relief arising from or relating to any actions or omissions by any third party including without limitation Merchant’s Internet service provider or other telecommunication services provider, and any third party services provided through or resold by EMS, including but not limited to electronic authorization and settlement services, web site hosting services, electronic payment gateway services, POS systems, software, and equipment, and gift card or customer loyalty program services providers. The sole and exclusive liability of Bank and EMS and remedy of Merchant hereunder (including negligence) shall be general money damages not to exceed the amount of the item subject to claim or dispute, regardless of the characterization of such action. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL BANK AND EMS, OR THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY, FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ATTORNEYS FEES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Neither Bank nor EMS shall be responsible or liable for any action taken by Bank or EMS (or the results thereof) that is authorized by this Agreement, the Rules, or applicable regulations or law. Neither Bank nor EMS shall have liability for any taxes arising under this Agreement (which liability will be that of Merchant), other than taxes based on Bank’s or EMS’s income. Merchant acknowledges that Bank is directly involved in the administration of Merchant’s Visa and Master Card Transactions (as a result of Bank’s membership in those Card Brand associations), but Bank has no similar relationship with respect to its Discover Transactions or American Express Transactions. Merchant’s relationship with those Card Brands is established

17. Term. The term of this Agreement shall be twenty four (24) months commencing on the acceptance of the Application and this Agreement by Bank and EMS and the issuance of a merchant account identification number to Merchant identifying Merchant for accounting, billing, customer service and related purposes in connection with the Services. Thereafter, the Term shall automatically renew for additional consecutive twenty four (24) month terms, unless written notice of termination (to be effective upon the expiration of the then current term) is provided by Merchant to Bank and EMS or by Bank and EMS to Merchant at least ninety (90) days prior to the then existing term, unless earlier terminated in accordance with the provisions of this Agreement.
18. Termination and Events of Default. This Agreement may be terminated and/or operation of this Agreement suspended upon the giving of notice by Bank and/or EMS in the manner prescribed for notices herein. Such termination and/or suspension of operation shall be effective immediately or at any later date that is specified in the notice. Such termination and/or suspension of operation may be for any breach by Merchant of this Agreement or for any other reason, including but not limited to: (a) Bank and/or EMS determines that Merchant’s type of business as indicated on the Application differs from the actual type of business Merchant operates; (b) Merchant moves or relocates to a new location without giving Bank and EMS at least thirty (30) days prior written notice; (c) the business as conducted by Merchant could endanger the safety and/or soundness of Bank or EMS; (d) the Merchant’s owner, officer or corporate entity has a separate relationship with Bank and/or EMS and such relationship has been terminated by Bank and/or EMS; (e) Merchant and/or any of its guarantors files for bankruptcy or is otherwise shown to be insolvent; (f) Merchant has excessive Chargebacks and or returns and credit transactions, in the sole discretion of EMS and/or Bank; (g) Merchant owes money to Bank and/or EMS or any of their respective affiliates, and fails to make a timely payment thereof; (h) Merchant has breached or is in default under an End-User Agreement or similar agreement regarding the provision of web hosting, e-mail, electronic commerce, domain name and/or other internet application or system services; (i) Merchant fails to notify Bank and EMS if it knows or suspects that cardholder personal information has been compromised; (i) EMS and/or Bank is otherwise not secure (as determined by EMS and/or Bank, in its sole and absolute discretion) with respect to Merchant’s financial position; (k) the continued provision of services to Merchant would pose a level of risk and/or exposure to EMS or Bank (including, without limitation, credit, operational, reputational, financial, technological, security and/or fraud risk or exposure) that Bank or EMS considers, in its sole discretion, to be unacceptable; or (1) the Rules require that EMS and/or Bank terminate and/or suspend this Agreement. Bank and/or EMS in their sole discretion also may terminate and/or suspend operations, as described above, of any merchant processing agreement(s) of any other business that is commonly owned with or controlled by Merchant. In addition, Merchant hereby acknowledges that the Card Brands have the right to terminate or limit this Agreement. In the event of termination by Bank or EMS due to breach by Merchant of any of the terms and conditions of this Agreement, Merchant shall pay to EMS the early termination fee disclosed in the Schedule of Fees. Upon the occurrence of an event of default or the termination of this Agreement by Bank or EMS in accordance with the terms hereof, Bank and EMS shall be entitled to pursue all rights and remedies available to it or them under this Agreement, at law or in equity, including but not limited to placing the Merchant in the “Terminated Merchant File” and collection of the early termination fee. All obligations of confidentiality and of any party to this Agreement to pay funds to another shall survive any termination hereof. Nothing herein shall be construed as relieving Merchant of the obligation for the Minimum Discount Fee as provided in Schedule of Fees for the term of this Agreement.
19. Indemnification; Bank and EMS Liability. Merchant agrees to indemnify and hold Bank and EMS harmless from and against any Card Brand fines, assessments, or fees, and all losses, liabilities, damages and expenses (including attorneys’ fees and collection costs) arising out of or related to: (i) the services provided hereunder; (ii) breach of any warranty, covenant, agreement, term or condition of this Agreement, applicable law, or the Rules by Merchant, its employees, agents or third party servicers; (i) any action by Bank or EMS to collect sums due from Merchant under the Agreement; (iv) any act or omission of, or misrepresentation by Merchant, its employees, agents, third party servicers or other third parties with which Merchant has contracted; (v) Merchant’s processing activities and provision of goods and services to cardholders; (vi) the negligence, willful misconduct, fraud or dishonesty of Merchant or Merchant’s employees, licensees, successors, agents and/or assigns; and (vii) services provided directly or indirectly to or on behalf of Merchant by third parties, including without limitation Merchant’s Internet service provider or other telecommunication services provider, and any third party services provided through or resold by EMS, including but not limited to electronic authorization and settlement services, web site hosting services, electronic payment gateway services, POS systems, software, and equipment, and gift card or customer loyalty program services providers. Merchant agrees that Bank is not responsible for and has no liability in connection with the Non-Bank Services and Merchant agrees to indemnify and hold Bank harmless from and against any and all losses, liabilities, damages and expenses (including attomeys’ fees and collection costs) arising out of or related to the Non-Bank Services. Except as expressly provided in this Agreement, Bank and EMS make no warranties whether express, implied or statutory, in connection with this Agreement. Without limiting the foregoing RANK AND EMS DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND

agreed upon a single arbitrator within fifteen (15) days after notice of the institution of the arbitration proceeding, then the arbitration shall be conducted by a panel of three (3) arbitrators. In such case, Merchant, on the one hand, and Bank and/or EMS on the other, shall within thirty (30) days after notice of the institution of the arbitration proceedings appoint one arbitrator. The presiding arbitrator shall then be appointed in accordance with AAA Rules. Decisions of the arbitrator(s) shall be final and binding on the parties. The arbitrator shall have the authority to award any remedy or relief a court of the State of Ohio could order or grant, including, without limitation, specific performance of any obligation created under this Agreement, the awarding of the issuance of an injunction or the imposition of sanctions for abuse or frustration of the arbitration process. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction and enforced with full judicial effect thereafter. All fees and expenses of the arbitration shall be bome by the parties equally and each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentations, provided, however, that the arbitrator(s) is/are authorized to award any party such sums as shall be deemed proper for the time, expense and inconvenience of arbitration, including arbitration fees and expenses and attorneys’ fees and expenses. Except to the extent that entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence by the parties.

28. Compliance and Disclosure of Information; Patriot Act. Merchant shall promptly provide such information and certifications as Bank and EMS may reasonably require from time to time in reviewing Merchant’s compliance with the terms and conditions of this Agreement and the Rules, and all such information shall be true and complete. Merchant further agrees to produce and make available for inspection by Bank, EMS or its officers, agents or representatives, such books and records of Merchant as Bank or EMS may deem reasonably necessary to be adequately informed of the business practices and financial condition of Merchant, or the ability of Merchant to observe or perform its obligations to Bank and EMS pursuant to this Agreement. Merchant further agrees to provide to Bank or EMS within seven (7) days of notice such information as Bank or EMS may request including but not limited to, credit reports, personal and/or business financial statements, income tax returns, or other such information as Bank or EMS may request. Merchant grants to Bank and EMS continuing authority to conduct credit checks and background investigation and inquiries concerning Merchant and its owner(s) including. but not limited to, character and business references and the financial condition of Merchant and Merchant’s owner(s). Merchant expressly authorizes Bank, EMS or its agents and representatives to provide and receive such information from any and all third parties directly, without further consent or authorization on the part of Merchant. Bank and EMS may share with others its credit, sales and other information. Merchant will not transfer, sell, or merge or liquidate its business or assets or otherwise transfer control of its business, change its ownership in any amount or respect, engage in any joint venture partnership or similar business arrangement, change its basic nature or method of business, types of products sold or engage in sales by phone, internet, or mail order without providing notice to Bank or EMS and providing Bank or EMS with the opportunity to terminate this Agreement. Merchant acknowledges that Bank has implemented a customer identification program as required under the USA Patriot Act and other similar state laws and regulations. Merchant agrees to make available to Bank and/or EMS such information as may be required by Bank in connection with its customer identification program and/or as required under the USA Patriot Act and related state laws and regulations. Merchant hereby expressly consents to disclosure by EMS of Transaction data, Merchant data, and other information about the Merchant to American Express, and, further, expressly consents to American Express’ use of such information to perform its responsibilities in connection with its Card program, promote the American Express network, perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communications purposes and important transactional or relationship communications from American Express. American Express may use the information obtained in this application at the time of setup to screen and/or monitor Merchant in connection with Card marketing and administrative purposes.
29. Amendments. This Agreement may not be modified in any respect without the approval of the Bank. This Agreement may be amended by Bank and EMS from time to time upon written notice as provided in Section 21. Any amendment to the fees and rates set forth in the Schedule of Fees, including any additional fees, shall be effective on 30 days written notice. Any other amendment to this Agreement shall be effective on the effective date specified in the notice unless otherwise provided for herein. In the event of any amendment of the terms and conditions of this Agreement or of the fees payable to Bank or EMS hereunder, Merchant shall have the right to terminate this Agreement without the payment of the termination fee provided in Section 18 above by providing Bank and EMS written notice of such termination within 30 days after Merchant received notice of the amendment, except as otherwise required by the Rules. No such termination shall effect any obligation of Merchant to pay any fees, charges, or other obligations incurred by Merchant under this Agreement prior to the