Common use of Program, POS and Transaction Processing Requirements Clause in Contracts

Program, POS and Transaction Processing Requirements. Professional agrees to: a. Participate in the Program in accordance with this Agreement and the Operating Guide (and other written instructions provided to Professional by Bank) and comply and cause any third-party service providers or agents that it appoints to comply with all Applicable Law. b. Facilitate or process credit applications for the Program and process credit transactions from clients/patients only for personal, family or household purposes and without discrimination of any kind. c. Not encourage clients/patients who are under duress (clients/patients who are under general sedation, in extreme discomfort, or heavily medicated are deemed to be under duress) to apply for the Program or facilitate applications or promotional financing transactions for such clients/patients. If Professional is a Licensee in the State of California as defined in Section 654.3 of the California Business and Professions Code, then Professional will not submit applications on behalf of its patients or clients. d. Actively promote the Program on its website and any physical store locations, and ensure that all in-store advertising, application processing (if applicable), and transaction processing complies with Bank guidance on in-store advertising and processing. e. Process only bona fide charges and credits and transmit them to Bank in the required format. f. Only submit transactions authorized by the Accountholder (which may be via a click-through process) for each charge included in the Charge Transaction Data. g. Properly code all charges subject to a promotional credit offering and make any corrections necessary in the event of mistakes and disputes regarding such promotions. h. Only use disclosures (or the applicable Credit Agreement for closed-end/installment loans), including Promotional Disclosures, in connection with the Program that were provided to Professional, or approved in writing, by Bank (and only the latest version of the disclosures and Credit Agreements), and refrain from modifying any approved disclosures, Credit Agreements, or other forms without Bank’s prior written consent. i. Obtain an authorization code from Bank on all transactions prior to submission, and call Bank’s voice authorization facility prior to completion of a transaction in any case involving suspicious or unusual circumstances, including those in which the signature on a sales slip does not match the signature on a Program Card. j. Designate a person to interact with ▇▇▇▇’s account manager and oversee all aspects of Professional’s participation in the Program. k. Only process (1) a charge for services rendered or goods delivered, or (2) a charge where Professional provides reasonable disclosure to Accountholder and the services are (i) orthodontic services or custom products ordered by an Accountholder, (ii) intended to be completed and are completed within 30 days of the charge, or (iii) for out-of- pocket costs incurred by the Professional in anticipation of providing services (such as costs for labs, sedation, equipment, operating room/surgical center booking, anesthesia, etc.) within 30 days of the applicable charge. Bank will have the right to chargeback such advance charges if (x) reasonable disclosure is not given to Accountholder and the Accountholder elects not to complete the service, or (y) the anticipated services are not actually provided or the costs are not actually incurred within 30 days (or other applicable timeframe) of the processing of such charges, unless Bank has agreed in writing to permit a longer period for services to be delivered, in which case such longer period will apply. l. In connection with any return or exchange of merchandise or services originally charged to any Account, issue an Account credit (and not give cash), and include the credit in the next day’s transmission of Charge Transaction Data. m. Not submit to Bank any transactions taken over the telephone unless the parties have established agreed upon processes for telephone transactions. n. Not implement any employee incentive program that is related to the Program without Bank’s approval with respect to compliance with Bank policies for such incentive programs. o. Not permit to be charged to Accounts (A) the sale of any goods or services sold at a liquidation or “going-out-of- business” sale or that are sold by a third party; (B) any cash advance, cash substitutes or script, or goods or services not listed in the applicable invoice or receipt; (C) any amounts previously owed by the Accountholder to the Professional; (D) any amounts previously owed by the Accountholder to the Professional that have entered late stage collections (e.g., 90 days from initial customer billing); or (E) extended warranties (excluding manufacturer’s warranties included in the purchase price), service contracts, gift certificates, stored value cards (or reloads), or any other future service or delivery obligation, without Bank’s prior written consent. Professional may, however, without Bank’s prior written consent, allow the use of Accounts to finance the sale of any extended warranty whose performance is fully insured by a Bank-approved, third party insurance carrier. p. Not require any Accountholder to (i) pay, or charge to an Account, any part of any charge assessed by Bank to Professional, including by requiring the purchase of additional goods or services, or (ii) charge more for its services (whether through a difference in price or an additional fee or finance charge) for using an Account for a transaction rather than an alternate payment method (e.g., cash, check, credit card, or other financing). q. Cooperate in the resolution of any Accountholder disputes; respond within 20 days to any dispute forwarded to Professional from Bank, and; forward to Bank promptly after receipt by Professional copies of any communication relating to an Account or the Program received from any person, entity or governmental authority. r. Provide to Bank, upon request, financial statements and information in a form reasonably requested by Bank. Additionally, Professional will provide Bank with information of any change of control involving Professional, or any change in Professional’s name, business structure or form, principal office, or state of incorporation, at least twenty (20) days before the change occurs, or if not allowed prior to the change because of limits in Applicable Law, as soon after the change as reasonably possible. Professional represents and warrants that all information provided to Bank as part of the Program or in connection with Bank’s review of Professional’s participation in the Program is accurate in all material respects. s. Submit all purchases made from Professional by Accountholders using their General Purpose Cards to Bank for settlement. If, however, any such purchase is submitted to Professional’s bankcard processor, Bank will have the right to apply the Professional Fee applicable to a particular credit promotion then available under the Program. In such case, Bank will also provide the Accountholder of the General Purpose Card with the applicable credit promotion. t. Not (i) process any charge for more than the sale price of the goods or services and, if customary in Professional’s industry, any gratuity added to the sale price by the Accountholder (provided that Professional will include in the transaction amount any taxes imposed by law (such taxes will not be separately collected)), (ii) set a dollar amount above or below which Professional refuses to honor otherwise valid Program Cards, or (iii) process any transaction that represents collection of a dishonored check. u. If Professional is a hospital or health system with a patient assistance or financial assistance program, evaluate all patients for Professional’s assistance program, inform such patients about such assistance program and apply relief from such program accordingly prior to offering the Program to patients, and offer the Program to patients only with respect to amounts remaining after the application of any relief from such assistance program. v. Unless Professional practices veterinary medicine or operates in an industry that does not typically apply insurance (e.g. elective cosmetic, medspa, retail), evaluate all patients for existing insurance coverage and, if such coverage can be applied at the time of purchase (and unless otherwise instructed by a customer), apply such coverage prior to offering the Program to patients, and offer the Program to patients only with respect to amounts remaining after the application of any insurance coverage. For any purchase financed under the Program that Professional knows to be subject to an insurance claim where coverage is not applied at the time of purchase, Professional will (A) at the time of purchase, either (i) notify Accountholder that Professional will assign all purchase-related insurance proceeds it receives directly to Bank to be applied toward the Accountholder’s Account, or (ii) instruct the applicable insurance company to pay the Accountholder directly, and (B) within 10 days of receipt of any insurance proceeds (or such other period of time agreed upon in writing between the parties), assign and forward such proceeds to Bank and notify the Accountholder of such assignment.

Program, POS and Transaction Processing Requirements. Professional agrees to: a. Participate in the Program in accordance with this Agreement and the Operating Guide (and other written instructions bulletins provided to Professional by Bank) and comply and cause any third-party service providers or agents that it appoints to comply with all Applicable Law. b. Facilitate or Accept and process credit applications for the Program and process credit transactions from clients/patients only for personal, family or household purposes and in accordance with this Agreement, the Operating Guide and written instructions and such other procedures as Bank may from time to time prescribe (e.g., ensure that requested fields are completely filled out, verify identification, provide required terms and disclosures etc.), without discrimination of any kind. c. Not encourage process credit applications under the Program from clients/patients who are under duress (clients/patients who are under general sedation, in extreme discomfort, or heavily medicated are deemed to be under duress) to apply for the Program or facilitate applications or promotional financing transactions for such clients/patients). If Professional is a Licensee in the State of California as defined in Section 654.3 of the California Business and Professions Code, then Professional will not submit applications on behalf of its patients or clients. d. Actively promote the Program on its website and any physical store locations, and ensure that all in-store advertising, application processing (if applicable)processing, and transaction processing complies with Bank guidance on in-store advertising and processing. e. Process transactions under the Program without discrimination of any kind. f. Process only bona fide charges and credits and transmit them to Bank in the required format. f. g. Only submit transactions authorized by the Accountholder (which may be via a click-through process) for each charge included in the Charge Transaction Data. g. h. Properly code all charges subject to a promotional credit offering and make any corrections necessary in the event of mistakes and disputes regarding such promotions. h. i. Only use disclosures (or the applicable Credit Agreement for closed-end/installment loans), including Promotional Disclosures, in connection with the Program that were provided to Professional, or approved in writing, by Bank (and only the latest version of the disclosures and Credit Agreements), and refrain from modifying any approved disclosures, Credit Agreements, or other forms without Bank’s prior written consent. i. j. Obtain an authorization code from Bank on all transactions prior to submission, and call Bank’s voice authorization facility prior to completion of a transaction in any case involving suspicious or unusual circumstances, including those in which the signature on a sales slip does not match the signature on a Program Card. j. k. Designate a person to interact with ▇▇▇▇’s account manager and oversee all aspects of Professional’s participation in the Program. k. l. Only process (1) a charge for services rendered or goods delivered, or (2) a charge where Professional provides reasonable disclosure to Accountholder and the services are (i) orthodontic services or custom products ordered by an Accountholder, (ii) intended to be completed and are completed within 30 days of the charge, or (iii) for out-of- pocket costs incurred by the Professional in anticipation of providing services (such as costs for labs, sedation, equipment, operating room/surgical center booking, anesthesia, etc.) within 30 days of the applicable charge. Bank will have the right to chargeback such advance charges if (x) reasonable disclosure is not given to Accountholder and the Accountholder elects not to complete the service, or (y) the anticipated services are not actually provided or the costs are not actually incurred within 30 days (or other applicable timeframe) of the processing of such charges, unless Bank has agreed in writing to permit a longer period for services to be delivered, in which case such longer period will apply. l. m. In connection with any return or exchange of merchandise or services originally charged to any Account, issue an Account credit (and not give cash), and include the credit in the next day’s transmission of Charge Transaction Data. m. n. Not submit to Bank any transactions taken over the telephone unless the parties have established agreed upon processes for telephone transactions. n. o. Not implement any employee incentive program that is related to the Program without Bank’s approval with respect to compliance with Bank policies for such incentive programs. o. p. Not permit to be charged to Accounts (A) the sale of any goods or services sold at a liquidation or “going-out-of- business” sale or that are sold by a third party; (B) any cash advance, cash substitutes or script, or goods or services not listed in the applicable invoice or receipt; (C) any amounts previously owed by the Accountholder to the Professional; (D) any amounts previously owed by the Accountholder to the Professional that have entered late stage collections (e.g., 90 days from initial customer billing); or (E) extended warranties (excluding manufacturer’s warranties included in the purchase price), service contracts, gift certificates, stored value cards (or reloads), or any other future service or delivery obligation, without Bank’s prior written consent. Professional may, however, without Bank’s prior written consent, allow the use of Accounts to finance the sale of any extended warranty whose performance is fully insured by a Bank-approved, third party insurance carrier. p. q. Not require any Accountholder to (i) pay, or charge to an Account, any part of any charge assessed by Bank to Professional, including by requiring the purchase of additional goods or services, or (ii) charge more for its services (whether through a difference in price or an pay any additional fee or finance charge) for using an Account for charge in connection with a transaction rather than charged to an alternate payment method (e.g., cash, check, credit card, or other financing)Account. q. r. Cooperate in the resolution of any Accountholder disputes; respond within 20 days to any dispute forwarded to Professional from Bank, and; forward to Bank promptly after receipt by Professional copies of any communication relating to an Account or the Program received from any person, entity or governmental authority. r. s. Provide to Bank, upon request, financial statements and information in a form reasonably requested by Bank. Additionally, Professional will provide Bank with information of any change of control involving Professional, or any change in Professional’s name, business structure or form, principal office, or state of incorporation, at least twenty (20) days before the change occurs, or if not allowed prior to the change because of limits in Applicable Law, as soon after the change as reasonably possible. Professional represents and warrants that all information provided to Bank as part of the Program or in connection with Bank’s review of Professional’s participation in the Program is accurate in all material respects. s. t. Submit all purchases made from Professional by Accountholders using their General Purpose Cards to Bank for settlement. If, however, any such purchase is submitted to Professional’s bankcard processor, Bank will have the right to apply the Professional Fee applicable to a particular credit promotion then available under the Program. In such case, Bank will also provide the Accountholder of the General Purpose Card with the applicable credit promotion. t. Not u. To the extent Professional uses text messages or other electronic communications to Accountholders to solicit payment for the sale of goods or services, ensure that such communications are sent with proper consent from recipients of such communications and in compliance with Applicable Law. v. Not (i) process any charge for more than the sale price of the goods or services and, if customary in Professional’s industry, any gratuity added to the sale price by the Accountholder (provided that Professional will include in the transaction amount any taxes imposed by law (such taxes will not be separately collected)), (ii) set a dollar amount above or below which Professional refuses to honor otherwise valid Program Cards, or (iii) process any transaction that represents collection of a dishonored check. u. w. If Professional is a hospital or health system with a patient assistance or financial assistance program, evaluate all patients for Professional’s assistance program, inform such patients about such assistance program and apply relief from such program accordingly prior to offering the Program to patients, and offer the Program to patients only with respect to amounts remaining after the application of any relief from such assistance program. v. Unless Professional practices veterinary medicine or operates in an industry that does not typically apply insurance (e.g. elective cosmetic, medspa, retail), evaluate all patients for existing insurance coverage and, if such coverage can be applied at the time of purchase (and unless otherwise instructed by a customer), apply such coverage prior to offering the Program to patients, and offer the Program to patients only with respect to amounts remaining after the application of any insurance coverage. For any purchase financed under the Program that Professional knows to be subject to an insurance claim where coverage is not applied at the time of purchase, Professional will (A) at the time of purchase, either (i) notify Accountholder that Professional will assign all purchase-related insurance proceeds it receives directly to Bank to be applied toward the Accountholder’s Account, or (ii) instruct the applicable insurance company to pay the Accountholder directly, and (B) within 10 days of receipt of any insurance proceeds (or such other period of time agreed upon in writing between the parties), assign and forward such proceeds to Bank and notify the Accountholder of such assignment.

Program, POS and Transaction Processing Requirements. Professional agrees to: a. Participate in the Program in accordance with this Agreement and the Operating Guide (and other written instructions bulletins provided to Professional by Bank) and comply and cause any third-party service providers or agents that it appoints to comply with all Applicable Law. b. Facilitate or Accept and process credit applications for the Program and process credit transactions from clients/patients only for personal, family or household purposes and in accordance with this Agreement, the Operating Guide and written instructions and such other procedures as Bank may from time to time prescribe (e.g., ensure that requested fields are completely filled out, verify identification, provide required terms and disclosures etc.), without discrimination of any kind. c. Not encourage process credit applications under the Program from clients/patients who are under duress (clients/patients who are under general sedation, in extreme discomfort, or heavily medicated are deemed to be under duress) to apply for the Program or facilitate applications or promotional financing transactions for such clients/patients). If Professional is a Licensee in the State of California as defined in Section 654.3 of the California Business and Professions Code, then Professional will not submit applications on behalf of its patients or clients. d. Actively promote the Program on its website and any physical store locations, and ensure that all in-store advertising, application processing (if applicable)processing, and transaction processing complies with Bank guidance on in-store advertising and processing. e. Process transactions under the Program without discrimination of any kind. f. Process only bona fide charges and credits and transmit them to Bank in the required format. f. g. Only submit transactions authorized by the Accountholder (which may be via a click-through process) for each charge included in the Charge Transaction Data. g. h. Properly code all charges subject to a promotional credit offering and make any corrections necessary in the event of mistakes and disputes regarding such promotions. h. i. Only use disclosures (or the applicable Credit Agreement for closed-end/installment loans), including Promotional Disclosures, in connection with the Program that were provided to Professional, or approved in writing, by Bank (and only the latest version of the disclosures and Credit Agreements), and refrain from modifying any approved disclosures, Credit Agreements, or other forms without Bank’s prior written consent. i. j. Obtain an authorization code from Bank on all transactions prior to submission, and call Bank’s voice authorization facility prior to completion of a transaction in any case involving suspicious or unusual circumstances, including those in which the signature on a sales slip does not match the signature on a Program Card. j. k. Designate a person to interact with ▇▇▇▇Bank’s account manager and oversee all aspects of Professional’s participation in the Program. k. l. Only process (1) a charge for services rendered or goods delivered, or (2) a charge where Professional provides reasonable disclosure to Accountholder and the services are (i) orthodontic services or custom products ordered by an Accountholder, (ii) intended to be completed and are completed within 30 days of the charge, or (iii) for out-of- pocket costs incurred by the Professional in anticipation of providing services (such as costs for labs, sedation, equipment, operating room/surgical center booking, anesthesia, etc.) within 30 days of the applicable charge. Bank will have the right to chargeback such advance charges if (x) reasonable disclosure is not given to Accountholder and the Accountholder elects not to complete the service, or (y) the anticipated services are not actually provided or the costs are not actually incurred within 30 days (or other applicable timeframe) of the processing of such charges, unless Bank has agreed in writing to permit a longer period for services to be delivered, in which case such longer period will apply. l. m. In connection with any return or exchange of merchandise or services originally charged to any Account, issue an Account credit (and not give cash), and include the credit in the next day’s transmission of Charge Transaction Data. m. n. Not submit to Bank any transactions taken over the telephone unless the parties have established agreed upon processes for telephone transactions. n. o. Not implement any employee incentive program that is related to the Program without Bank’s approval with respect to compliance with Bank policies for such incentive programs. o. p. Not permit to be charged to Accounts (A) the sale of any goods or services sold at a liquidation or “going-out-of- business” sale or that are sold by a third party; (B) any cash advance, cash substitutes or script, or goods or services not listed in the applicable invoice or receipt; (C) any amounts previously owed by the Accountholder to the Professional; (D) any amounts previously owed by the Accountholder to the Professional that have entered late stage collections (e.g., 90 days from initial customer billing); or (E) extended warranties (excluding manufacturer’s warranties included in the purchase price), service contracts, gift certificates, stored value cards (or reloads), or any other future service or delivery obligation, without Bank’s prior written consent. Professional may, however, without Bank’s prior written consent, allow the use of Accounts to finance the sale of any extended warranty whose performance is fully insured by a Bank-approved, third party insurance carrier. p. q. Not require any Accountholder to (i) pay, or charge to an Account, any part of any charge assessed by Bank to Professional, including by requiring the purchase of additional goods or services, or (ii) charge more for its services (whether through a difference in price or an pay any additional fee or finance charge) for using an Account for charge in connection with a transaction rather than charged to an alternate payment method (e.g., cash, check, credit card, or other financing)Account. q. r. Cooperate in the resolution of any Accountholder disputes; respond within 20 days to any dispute forwarded to Professional from Bank, and; forward to Bank promptly after receipt by Professional copies of any communication relating to an Account or the Program received from any person, entity or governmental authority. r. s. Provide to Bank, upon request, financial statements and information in a form reasonably requested by Bank. Additionally, Professional will provide Bank with information of any change of control involving Professional, or any change in Professional’s name, business structure or form, principal office, or state of incorporation, at least twenty (20) days before the change occurs, or if not allowed prior to the change because of limits in Applicable Law, as soon after the change as reasonably possible. Professional represents and warrants that all information provided to Bank as part of the Program or in connection with Bank’s review of Professional’s participation in the Program is accurate in all material respects. s. t. Submit all purchases made from Professional by Accountholders using their General Purpose Cards to Bank for settlement. If, however, any such purchase is submitted to Professional’s bankcard processor, Bank will have the right to apply the Professional Fee applicable to a particular credit promotion then available under the Program. In such case, Bank will also provide the Accountholder of the General Purpose Card with the applicable credit promotion. t. Not u. To the extent Professional uses text messages or other electronic communications to Accountholders to solicit payment for the sale of goods or services, ensure that such communications are sent with proper consent from recipients of such communications and in compliance with Applicable Law. v. Not (i) process any charge for more than the sale price of the goods or services and, if customary in Professional’s industry, any gratuity added to the sale price by the Accountholder (provided that Professional will include in the transaction amount any taxes imposed by law (such taxes will not be separately collected)), (ii) set a dollar amount above or below which Professional refuses to honor otherwise valid Program Cards, or (iii) process any transaction that represents collection of a dishonored check. u. If Professional is a hospital or health system with a patient assistance or financial assistance program, evaluate all patients for Professional’s assistance program, inform such patients about such assistance program and apply relief from such program accordingly prior to offering the Program to patients, and offer the Program to patients only with respect to amounts remaining after the application of any relief from such assistance program. v. Unless Professional practices veterinary medicine or operates in an industry that does not typically apply insurance (e.g. elective cosmetic, medspa, retail), evaluate all patients for existing insurance coverage and, if such coverage can be applied at the time of purchase (and unless otherwise instructed by a customer), apply such coverage prior to offering the Program to patients, and offer the Program to patients only with respect to amounts remaining after the application of any insurance coverage. For any purchase financed under the Program that Professional knows to be subject to an insurance claim where coverage is not applied at the time of purchase, Professional will (A) at the time of purchase, either (i) notify Accountholder that Professional will assign all purchase-related insurance proceeds it receives directly to Bank to be applied toward the Accountholder’s Account, or (ii) instruct the applicable insurance company to pay the Accountholder directly, and (B) within 10 days of receipt of any insurance proceeds (or such other period of time agreed upon in writing between the parties), assign and forward such proceeds to Bank and notify the Accountholder of such assignment.