Merchant Processing Services

Last updated: March 11, 2021

These Alacriti Merchant Processing Terms and Conditions govern your use of Alacriti’s digital payment services, related data, technology and analytics services, and other business services, including those services more expressly set forth in an order form that is signed or otherwise accepted by both parties and references the Alacriti Master Services Agreement (such order forms are “Orders,” and such services are collectively “Services”). Your use of the Services is subject to this document, as well as the Alacriti Master Services Agreement between Alacriti Payments LLC (“Alacriti,” “we,” or “us”) and the user of the Services (“Client,” or “you”). Unless otherwise provided herein, this document is subject to the terms of the Alacriti Master Services Agreement and capitalized terms will have the meaning specified in the Alacriti Master Services Agreement. We reserve the right to change the terms of this document in accordance with the Alacriti Master Services Agreement. “Includes” and “including” are used without limitation.

1. Your Acceptance of Cards

You understand that we may be required to modify these instructions and guidelines in order to comply with requirements imposed by the Payment Brands.
You agree to comply with all Payment Brand Rules and Security Standards, as may be applicable to you and in effect from time to time.
In offering payment options to your Customers, you may elect one of the following options. These apply only to domestic transactions:

Accept all types of Visa and MasterCard Cards, including consumer credit and debit/check Cards, and commercial credit and debit/check Cards;
Accept only Visa and MasterCard credit Cards and commercial Cards (If you select this option, you must accept all consumer credit Cards (but not consumer debit/check Cards) and all commercial Card products, including business debit/check Cards); or
Accept only Visa and MasterCard consumer debit/check Cards (If you select this option, you must accept all consumer debit/check Card products (but not business debit/check Cards) and refuse to accept any kind of credit Cards).

If you choose to limit the types of Visa and MasterCard Cards you accept, you must display appropriate customer signage to indicate acceptance of the limited acceptance category you have selected (that is, accept only debit/check Card products or only credit and commercial products).
A preauthorized order or recurring sale may include the payment of recurring charges such as insurance premiums, subscriptions, membership fees, tuition or utility charges and may also include preauthorized health care payments (subject to the associated preauthorized payment schedule between the Customer and Merchant). If you are authorized to accept preauthorized orders or recurring sales, authorization for each such Transaction, regardless of the amount, must be obtained and you must write "Recurring Transaction" (for Visa and other non-MasterCard Card Transactions) or "PO" (for MasterCard Card Transactions) as applicable, on the Transaction Receipt in lieu of the Customer's signature. Except for preauthorized health care payments for the incremental costs not covered by insurance, advance deposits, and installment payments, all made in compliance with the Payment Brand Rules, a preauthorized order or recurring sale may not include partial payments made to Merchant for goods or services purchased in a single Transaction. In no event may any finance charges be imposed on any periodic payments in connection with a preauthorized order or recurring sale. You may not accept a preauthorized order or recurring sale from a Customer for the purchase of goods or services which are delivered or performed periodically unless the Customer completes and delivers to you a written request (and, when applicable, a written renewal request) identifying (1) the goods or services to be charged to the Customer's account, (2) the amount of the preauthorized or recurring charges (unless such charges are for variable amounts), (3) the frequency of the preauthorized or recurring charges and (4) the duration of time for which the Customer's permission is granted. If you accept any preauthorized orders or recurring sales for variable amounts, you must comply with the associated preauthorized payment schedule between you and Customer. The Customer's written request (including any written renewal request) must be (1) retained for the duration of the preauthorized or recurring charges; (2) provided in response to an Issuing Bank's request for original documentation; and (3) used no longer after receiving notice of cancellation.
Unless specifically permitted under the Payment Brand Rules, you shall not impose any surcharge or finance charge on the Transaction or otherwise require the Customer to pay the fees on the Transaction.
You shall not (1) engage in any practice that unfavorably discriminates against or provides unequal treatment of the use of any Payment Brand over any other Payment Brand; or (2) set a dollar amount above or below which Merchant refuses to honor otherwise valid Payment Instruments in violation of Payment Brand Rules.
At Client's option and at charges specified from time to time by Alacriti, Alacriti may furnish Client with operational supplies such as the forms of sales drafts, credit vouchers and Payment Brand decals (excluding any supplies for terminals or other equipment, which shall be Client's responsibility). Client shall display VISA, MasterCard and, if applicable, other Payment Brand decals and program marks on promotional materials furnished by Alacriti, as required by the Payment Brand Rules, but shall not indicate that VISA, MasterCard or any other Payment Brand endorses Client's goods or services and shall not continue using such materials after termination of the applicable Order.
Client acknowledges and agrees that Payment Brands are the sole and exclusive owner of their marks. Client acknowledges that nothing in this agreement or any other agreement with Alacriti conveys Client any ownership rights in such marks. Payment Brands may at any time immediately and without advance notice prohibit Client from using their respective marks. Client may only use one or more of Visa's or MasterCard's marks in connection with this agreement, provided that (i) the marks are used in accordance with the Payment Brand Rules; and (ii) if the use is not permitted by the Payment Brand Rules, are used pursuant to the express prior written permission of Alacriti.

2. Transactions

Regardless of whether Transaction Data is generated by Alacriti or Client, all Transaction Data processed by the Services will be deemed the Client’s Transactions. As to all Transactions Alacriti processes on Client’s behalf, Client represents and warrants that, to the best of its knowledge, each such Transaction:

represents payment for or Refund of a bona fide sale or lease of goods, services, or both, which Client has the legal right to sell and which is provided by Client in the ordinary course of its business, as represented in its Application;
is not submitted on behalf of a third party;
represents a current obligation of the Customer solely for the amount of the Transaction;
does not represent the collection of a dishonored check or the collection or refinancing of an existing debt;
represents goods that have been provided or shipped, or services that have actually been rendered, to the Customer;
is free from any material alteration not authorized by the Customer;
the Transaction and the amount charged for the Transaction are not subject to any dispute, setoff, or counterclaim;
if such Transaction represents a credit to a Customer, is a Refund for a transaction previously submitted to Alacriti; and
complies with the terms of the Alacriti Master Services Agreement, Applicable Laws, and all applicable Payment Brand Rules.

Furthermore, as to all Transactions Alacriti processes on Client’s behalf, Client represents and warrants that it has not:

disbursed or advanced any cash to the Customer (except as authorized by the Payment Brand Rules) for itself or to any of its representatives, agents, or employees in connection with the Transaction;
accepted payment for effecting credits to a Customer or a Customer’s Payment Card;
made any representation or agreement for the issuance of Refunds except as stated in Client’s Refund Policy;
been provided with any information that would lead Client to believe that the enforceability or collectability of the Transaction is in any manner impaired; or
submitted any Transaction that Client knows or should have known to be either fraudulent, illegal, damaging to the Payment Brand(s), not authorized by the Customer, or otherwise in violation of any provision of the Alacriti Master Services Agreement, Applicable Law, or Payment Brand Rules.

3. Settlement

Failure to transmit Transaction Data to Alacriti within one (1) business day following the day that such Transaction originated could result in higher interchange fees and other costs, as well as increased Chargebacks. You shall pay all applicable third-party fees involved for all Transactions. These fees may include, but are not limited to, interchange fees, assessment fees, and processing fees.
The proceeds payable to Merchant shall be equal to the amounts submitted by Merchant in connection with its Transaction Data minus the sum of the following: (1) all fees, charges, and other amounts that Merchant has agreed to pay; (2) all Refunds and Chargebacks; (3) all Reserve Account amounts; (4) all fees, charges, fines, assessments, penalties, or other liabilities that may be imposed on Alacriti from time to time by the Payment Brands, Acquirers, or Members, and all related costs and expenses incurred by Alacriti. Merchant agrees that all amounts are due and payable as provided in the Alacriti Master Services Agreement. In the event Alacriti does not deduct such amounts from Merchant’s proceeds when such amounts are due and payable, Merchant agrees to pay all such amounts to Alacriti immediately without any deduction or offset. Additionally, Alacriti may debit the Settlement Account or Merchant’s Reserve Account for such amounts at any time. Merchant acknowledges that all credits to its Settlement Account or other payments to it are provisional and are subject to the foregoing deductions as well as final audit by the Payment Brands, Acquirers, and Members, and other amounts due to Alacriti under the Alacriti Master Services Agreement.
You must not submit Transactions for payment until the applicable goods are delivered, shipped, or the services are performed. If a Customer disputes being charged for merchandise or services before receiving them, the result may be a Chargeback to you.
Alacriti will supply a detailed statement reflecting the activity of Merchant’s account(s) by online access (or otherwise if agreed to by both parties) and Merchant shall ensure that any online access to such statements is secure. If Merchant believes any adjustments should be made with respect to Merchant’s Settlement Account, Merchant must notify Alacriti in writing within ninety (90) days after any such adjustment is or should have been affected.
In order to comply with Retrieval Requests, Merchant shall store and retain Transaction Data and Transaction Receipts in compliance with the Payment Brand Rules, including any time frames set forth therein. Within the timeframe indicated in the Retrieval Request or otherwise provided for in the Payment Brand Rules, but in no event more than twenty-one (21) days from the date the Retrieval Request is initiated with the Issuing Bank, Merchant must, to the extent required by the Payment Brand Rules or the Retrieval Request itself, provide to Alacriti, via certified or overnight mail, confirmed fax, or upload to Acquirer’s Online Chargeback Management System: (1) written resolution of Merchant’s investigation of such Retrieval Request; (2) legible copies of valid Transaction Receipt(s); and (3) any additional supporting documentation. Merchant acknowledges that failure to fulfill a Retrieval Request timely and in accordance with Payment Brand Rules may result in an irreversible Chargeback. Client acknowledges that its failure to fulfill a Retrieval Request timely and in accordance with the Payment Brand Rules may result in an irreversible Chargeback.

4. Chargebacks

You shall not require a Customer, as a condition for honoring a Payment Instrument, to sign a statement that waives the Customer’s right to dispute the Transaction. Furthermore, you have full liability for all Chargebacks. You may receive a Chargeback for several reasons. The following are some of the most common reasons for Chargebacks, but in no way is this meant to be an exhaustive list of all Chargeback reasons:

You do not issue a refund to a Customer upon the return or non-delivery of goods or services;
An authorization/approval code was required and not obtained;
The Transaction was fraudulent;
The Customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a set-off, defense or counterclaim; or
The Customer refuses to make payment for a Card sale because in the Customer's good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner.

If you have reason to dispute or respond to a Chargeback, then you must do so by the date provided by us on our report to you. We are not required to investigate, reverse or make any adjustment to any Chargeback when thirty (30) calendar days have elapsed from the date of the Chargeback. All responses to Chargebacks must be in writing, and must contain the following information: (1) date of debit/credit advice; (2) company case number; (3) total amount of Chargeback; (4) date and dollar amount for which the Transaction Data was originally submitted (5) if known, the date and authorization approval code; and (6) any supporting documentation to substantiate your claim. You should include a dated cover letter detailing reasons for requesting a review of the Chargeback. You should retain a copy of the correspondence and all documentation for your files. You should also retain proof that we received your response.
If you are receiving an excessive amount of Chargebacks, as determined by the Payment Brands, Acquirers, Members, or Alacriti from time to time, in addition to our other remedies under the Alacriti Master Services Agreement we may take the following actions: (1) review your internal procedures relating to acceptance of Payment Instruments and notify you of new procedures you should adopt in order to avoid future Chargebacks; (2) notify you of a new rate we will charge you to process your Chargebacks; (3) collect from you an amount reasonably determined by us to be sufficient to cover anticipated Chargebacks and all related fees, penalties, expenses, and fines; or (4) terminate the Alacriti Master Services Agreement. You also agree to pay any and all penalties, fees, fines, and costs assessed against you, the Acquirers, Payment Brands, Alacriti, and/or Member relating to your violation of the Alacriti Master Services Agreement, the Operating Guide, Applicable Law, or the Payment Brand Rules with respect to your acceptance of Payment Instruments, your Transactions, or with respect to excessive Chargebacks.
You have full liability if any Transaction, for which we have given the Settlement Account provisional credit, is the subject of a Chargeback or other adjustment as described in this agreement. Subsequently, you may resubmit an applicable Transaction for a second presentment, but only in accordance with Payment Brand Rules. To the extent we have paid or may be called upon to pay a Chargeback, refund or adjustment for or on the account of a Customer and you do not reimburse us as provided for in the Alacriti Master Services Agreement, then for the purpose of our obtaining reimbursement of such sums paid or anticipated to be paid, we have all of the rights and remedies of such Customer under applicable federal, state, or local laws and you authorize us to assert any and all such claims in our own name for and on behalf of any such Customer individually or all such Customers as a class.

5. Data Security and Privacy

Merchant financial information, information related to Merchant’s Transactions, and other information that Merchant provides to Alacriti may be shared by Alacriti with its affiliates and the Payment Brands, Acquirers, and Members.

Merchant acknowledges and understands the importance of compliance with the Security Standards, such as those relating to the storage and disclosure of Transaction Data and Payment Instrument Information. Therefore, Merchant shall not disclose or use Payment Instrument Information, other than (1) to Merchant’s agents and contractors for the purpose of assisting Merchant in completing a Transaction; (2) to the applicable Payment Brand; or (3) as specifically required by Applicable Law or pursuant to a government or regulatory demand. Furthermore, Merchant acknowledges and understands that its use of any fraud mitigation or security enhancement solution (e.g., an encryption product or service), whether provided to Merchant by Alacriti or a third party, in no way limits Merchant’s obligation to comply with the Security Standards or Merchant’s liabilities set forth in the Alacriti Master Services Agreement.
Merchant is allowed by the Payment Brand Rules to store only certain Payment Instrument Information (currently limited to the Customer's name, Payment Instrument account number, and expiration date) and is prohibited from storing additional Payment Instrument Information, including, without limitation, any security code data, such as CVV2, CVC2, and PIN data, and any magnetic stripe track data. Merchant shall store all media containing Payment Instrument Information in an unreadable format wherever it is stored and, in an area, limited to selected personnel on a “need to know” basis only. Prior to either party discarding any material containing Payment Instrument Information, the party will render the account numbers unreadable in accordance with the requirements of the Security Standards. If at any time Merchant determines or suspects that Payment Instrument Information has been compromised Merchant must notify Alacriti immediately and assist in providing notification to such parties as may be required by Applicable Law or Payment Brand Rules, or as Alacriti otherwise reasonably deems necessary.
Merchant agrees to provide Alacriti, upon its request, with such tests, scans, and assessments of Merchant’s compliance with Security Standards as may from time to time be required by the Payment Brands.
Merchant must immediately notify Alacriti of its use of any Service Provider. Merchant shall ensure that, to the extent required by each Payment Brand, Acquirers, or Members, that its Service Providers are (1) compliant with all applicable Security Standards; and (2) appropriately registered with, or otherwise recognized as being compliant with the Security Standards, by all applicable Payment Brands. To the extent required by each Payment Brand, all Payment Applications, or software involved in processing, storing, receiving, or transmitting of Payment Instrument Information, shall be (1) compliant with all Security Standards applicable to such Payment Applications or software; and (2) registered with and/or recognized by such Payment Brand(s) as being so compliant. Furthermore, to the extent Merchant is required under the Payment Brand Rules, or Merchant otherwise elects, to utilize EMV chip-capable terminals, all EMV chip-capable terminals used by Merchant must appear on the EMV co-approved terminal list maintained by the Payment Brands.
Merchant understands that its failure, or the failure of any of its Service Providers, to comply with the Payment Brand Rules, including the Security Standards, or the compromise of any of Payment Instrument Information (whether such Payment Instrument Information is under the control of Merchant or its Service Provider), may result in assessments, fines, and/or penalties by the Payment Brands, Acquirers, or Members, and Merchant agrees to indemnify and reimburse Alacriti immediately for any such assessment, fine, or penalty imposed on Alacriti and any related loss, cost, liability, or expense incurred by Alacriti. Client shall immediately notify Alacriti of Client becoming aware of a Data Compromise Event. If any Payment Brand or Acquirer requires a forensic examination of Merchant or any of Merchant’s Service Providers due to a Data Compromise Event, Merchant agrees to cooperate with, and cause all applicable Service Providers to cooperate with such forensic examination until it is completed, including the engagement of an examiner acceptable to the relevant Payment Brand. Notwithstanding the foregoing, the Payment Brands may (1) directly engage, or demand that Alacriti engage, an examiner on behalf of the Merchant in order to expedite the investigation of the Data Compromise Event; or (2) pursuant to the Payment Brand Rules, permit Alacriti to investigate the Data Compromise Event. In either scenario, Merchant agrees to pay for all costs and expenses related to such forensic examination, including all of Alacriti’s reasonable attorneys’ fees and other costs relating to such forensic examination. Furthermore, if Merchant is undergoing a forensic investigation at the time the Alacriti Master Services Agreement is executed, Merchant represents and warrants that it is fully cooperating with the investigation and agrees to continue so cooperating until the investigation is completed.
Merchant represents that, in the event of its failure, including bankruptcy, insolvency, or other suspension of business operations, Merchant shall not sell, transfer, or disclose to third parties any materials that contain Transaction Data or Payment Instrument Information. Upon request, Merchant must return such information to Alacriti or provide Alacriti with acceptable proof of its destruction.

6. Miscellaneous

You shall (1) execute any and all applications and documentation the Payment Brands, Acquirers, or Members may require; (2) comply with applicable Payment Brand Rules and Security Standards; and (3) comply with the terms of the operating guide attached to this schedule, as we may amend it from time to time (the “Operating Guide”). Payment Brands, Acquirers, and Members have the right in their sole discretion to refuse to process Transactions for you, or terminate the provision of merchant processing Services to you altogether.

We reserve the right to refuse to process any Transaction submitted by you (1) unless a proper authorization/approval code is recorded, (2) if we reasonably determine that the Transaction is or will become uncollectible from the Customer to which the Transaction would otherwise be charged, or (3) if we determine that the Transaction was prepared in violation of any provision of the Alacriti Master Services Agreement or the Payment Brand Rules.
If you allow a price adjustment, return of merchandise, or cancellation of services in connection with a Transaction, you will prepare and deliver to us a Transaction reflecting such refund/adjustment within three (3) days of receiving the request for such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction except by the exact amount required to reimburse the Customer for postage that the Customer paid to return merchandise. You are not allowed to accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor may you give cash or cash equivalent refunds to a Customer in connection with a Transaction, unless permitted or required by Applicable Law.
To the extent that you submit any Transactions for processing and you do not have a valid agreement in effect with the applicable Payment Brand, you hereby authorize us, at our option, to submit such Transaction to the applicable Payment Brand, and to share with the applicable Payment Brand such information from the application as may be required in order to approve your acceptance of such Payment Instrument as method(s) of payment. Subject to such approval, you agree to the applicable Payment Brand’s standard terms and conditions with respect to such method(s) of payment. Upon the transmission of such Transactions to us, we will forward the Transaction to the appropriate Payment Brand. Payment of the proceeds due for such Transaction will be governed by whatever agreement you have with that Payment Brand, and we do not bear any responsibility for their performance. Even if you receive a valid authorization for a Transaction, we will not be liable for errors or delays in account entries relating to the funding of those Transactions, including delays caused by you, third parties, the Payment Brands or your bank. If your agreement with a Payment Brand requires the Payment Brand’s consent for us to perform the services contemplated by the Alacriti Master Services Agreement, you are responsible for obtaining that consent.
If: (1) there is a material, adverse change in your financial condition or payment record with creditors; (2) you are in material default of the Alacriti Master Services Agreement; (3) you change your billing practice in relation to shipment of merchandise or fulfillment of service or changes refund procedures currently in place, and fails to notify us in advance; (4) you are making irregular Transactions or receiving excessive Chargebacks; (5) you significantly alter the nature of your business or product lines; (6) we have reasonable grounds to believe that we may be or become liable to third parties for the provisional credit extended to you or that you may be liable to Customers, Issuing Banks, Acquirers, Members, or the Payment Brands, (7) we have reasonable grounds to believe that we may be subject to any additional liabilities, including any fines, fees, or penalties assessed against us by any of the Payment Brands, arising out of or relating to Transactions, Chargebacks, or your failure to comply with the Alacriti Master Services Agreement, any of the Payment Brand Rules, the Operating Guide, or the Security Standards, or (8) we are required by the Acquirer, then we may temporarily suspend or delay payments to you during our investigation of the issue and/or designate an amount of funds that we must maintain in order to protect us against the risk of, among other things, existing, potential, or anticipated Chargebacks and to satisfy the other obligations under the Alacriti Master Services Agreement (such funds being hereinafter referred to as the “Reserve Account”). The Reserve Account will contain sufficient funds to cover any unbilled processing costs plus our estimated exposure based on reasonable criteria for Chargebacks, returns, unshipped merchandise and/or unfulfilled services, and all additional liabilities anticipated under the Alacriti Master Services Agreement, including Chargebacks, fines, fees and penalties. We may (but are not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable to you against, the satisfaction of any amounts which are or may become due from you pursuant to the Alacriti Master Services Agreement. The Reserve Account will be held and controlled by Acquirer, will not bear interest, and you will have no legal right or interest in the funds in the Reserve Account; provided, however, that upon satisfaction of all of obligations under the Alacriti Master Services Agreement, we will pay to you any funds then remaining in the Reserve Account. Any funds in the Reserve Account may be commingled with other funds, and need not be maintained in a separate account. Effective upon our establishment of a Reserve Account, you irrevocably grant to us a security interest in any interest you may now have or later acquire in any and all funds, together with the proceeds thereof, that may at any time be in the Reserve Account and that would otherwise be payable to you pursuant to the terms of the Alacriti Master Services Agreement. You agree to execute and deliver to us such instruments and documents (including security agreements and releases) that we may reasonably request (i) to perfect and confirm the security interest in the Reserve Account; and (ii) in connection with any return of Reserve Account funds.
We may terminate the Alacriti Master Services Agreement at any time upon written notice to you as a result of any of the following events: (1) any noncompliance with the Alacriti Master Services Agreement, Applicable Law, the Payment Brand Rules, or the Operating Guide, which is not cured within thirty (30) days of our notice to you, except that no cure period is allowed for termination based on your fraud or failure to fund a Reserve Account; (2) any voluntary or involuntary bankruptcy or insolvency proceeding involving you; (3) Acquirer deems you to be financially insecure; (4) you or any person owning or controlling your business is or becomes listed in the MATCH file (Member Alert to Control High-Risk Merchants) maintained by Visa and MasterCard; (5) any Payment Brand notifies us that it is no longer willing to accept your Transactions; (6) there exists any circumstances that create or could tend to create harm or loss to the goodwill of Alacriti or any Payment Brand, Acquirer, or Member; or (7) for a period of more than sixty (60) consecutive days, you do not transmit Transactions to us. If the Alacriti Master Services Agreement is terminated by Alacriti for Merchant’s default, Merchant acknowledges that Alacriti may be required to report Merchant’s business name and the names and other identification of its principals to the Payment Brands. Merchant expressly agrees and consents to such reporting in the event Merchant is terminated for any reason specified, and Merchant agrees to waive and hold Alacriti harmless from and against any and all claims which Merchant may have as a result of such reporting.
With respect to any Transaction for which a Customer is not physically present at the point of sale, such as in any on-line, mail, telephone, pre-authorized or recurring Transaction, Merchant must (1) have notified Alacriti on its Application, or otherwise obtained Alacriti’s prior written approval, of Merchant’s intention to conduct such Transactions; and (2) have appropriate procedures in place to ensure that each Transaction is made to a purchaser who actually is the Customer.
Upon five (5) days’ written notice at any time, Merchant agrees to furnish to Alacriti (1) its most recently prepared financial statements and credit information; and (2) if applicable, its three most recent filings with the SEC. Merchant agrees to provide Alacriti at least thirty (30) days' prior written notice of its intent to change current product lines or services, Merchant’s trade name, or the manner in which Merchant accepts Payment Instruments. If Alacriti determines such a change is material to its relationship with Merchant, Alacriti may refuse to process Transaction Data made subsequent to the change or terminate the Alacriti Master Services Agreement. Merchant agrees to provide Alacriti with prompt written notice if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant authorizes Alacriti to perform any credit check deemed necessary with respect to Merchant.
Unless specifically stated in its Application or otherwise approved in writing by Alacriti in advance, Merchant shall not accept Payment Instruments in connection with installment plans. If the Customer pays in installments or on a deferred payment plan, as previously approved by Alacriti, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the dates the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Alacriti for processing, shall be deemed to be a part of the original Transaction.
You will give Alacriti written notice of your intent to liquidate, substantially change the basic nature of your business, transfer or sell any substantial part (25% or more in value) of your total assets, or if you or your parent is not a corporation whose shares are listed on a national securities exchange or on the over-the-counter market, change the control or ownership of you or your parent, thirty (30) days prior to such liquidation, change, transfer or sale taking place. You will also notify Alacriti of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of your total assets not later than three days after you obtain knowledge of any such judgment, writ, warrant of attachment, execution or levy
For recurring Transactions, Merchant shall (1) obtain the Customer’s consent to periodically charge the Customer on a recurring basis for the goods or services purchased; (2) retain this permission for the duration of the recurring services and provide it upon request to Alacriti or the Issuing Bank of the Customer’s Payment Instrument; and (3) retain written documentation specifying the frequency of the recurring charge and the duration of time during which such charges may be made. Merchant shall not submit any recurring transaction after receiving: (4) a cancellation notice from the Customer; or (5) notice from Alacriti or any Payment Brand (via authorization code or otherwise) that the Payment Instrument is not to be honored. Merchant shall include in its Transaction Data the electronic indicator that the Transaction is a recurring Transaction. Definitions

“Acquirer” means a merchant services provider contracted by Alacriti to process cards for Merchant’s Account.

“Application” means a statement of Merchant’s financial condition, a description of the characteristics of Merchant’s business or organization, and related information Merchant has previously or concurrently submitted to Alacriti, including credit, financial and other business-related information, to induce Alacriti to enter into the Alacriti Master Services Agreement with Merchant and that has induced Alacriti to process Merchant’s Transactions under the terms and conditions of the Alacriti Master Services Agreement .

“Card” is an account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representatives or members of a Payment Brand that you accept from Customers as payment for a good or service. Payment Instruments include credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts.

“Card Information” is information related to a Customer or the Customer’s Card, that is obtained by you or Alacriti from the Customer's Card, or from the Customer in connection with his or her use of a Card (for example a security code, a PIN number, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include the Card account number and expiration date, the Customer’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically or otherwise stored thereon.

“Chargeback” means a reversal of a Transaction Merchant previously presented to Alacriti pursuant to Payment Brand Rules.

“Conveyed Transaction” means any Transaction conveyed to a Payment Brand for settlement directly to Merchant.

“Customer” means the person or entity to whom a Payment Instrument is issued or who is otherwise authorized to use a Payment Instrument.

“Data Compromise Event” means an occurrence that results, or could result, directly or indirectly, in the unauthorized access to or disclosure of Transaction Data and/or Payment Instrument Information.

“EMV” means Europay, MasterCard and Visa.

“Issuing Bank” means the financial institution or other member of a Payment Brand that has a contractual relationship with the Customer for the issuance of a Payment Instrument.

“Member” is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to the Acquirer as required by an applicable Payment Brand. Your acceptance of Payment Brand products is extended by the Member.

“Merchant” means the legal entity identified in the Application or on the applicable Order.

“Payment Application” means a third-party application used by merchant that is involved in the authorization or settlement of Transaction Data.

“Payment Brand” means any payment method provider whose payment method is accepted by Alacriti for processing, including Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, and other credit and debit card providers, debit network providers, gift card, and other stored value and loyalty program providers. Payment Brand also includes the Payment Card Industry Security Standards Council.

“Payment Brand Rules” means all bylaws, rules, programs, regulations, specifications, and manuals, as they exist from time to time, of the Payment Brands, Acquirer, Member, or NACHA. As of April 8, 2018, the rules and regulations for: (i) Visa are here https://usa.visa.com/support/small-business/regulations-fees.html#3; (ii) MasterCard are here https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html; (iii) Discover are available upon request at https://www.discover.com/credit-cards/help-center/contact-us/; (v) American Express are here: www.americanexpress.com/merchantopguide;.and (v) NACHA are here https://www.nacha.org/rules. You agree and acknowledge that the Payment Brands, Acquirer, Member, and NACHA reserve the right to amend the Payment Brand Rules, and the places where such rules are available, without notice to you.

“Payment Instrument” or “Payment Card” means an account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representatives or members of a Payment Brand that Merchant accepts from Customers as payment for a good or service. Payment Instruments include credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates, and credit accounts. Use of the term Payment Instrument or Payment Card throughout the Alacriti Master Services Agreement includes any Payment Instrument with an embedded microcomputer EMV chip.

“Payment Instrument Information” means information related to a Customer or the Customer’s Payment Instrument, that is obtained by Merchant from the Customer's Payment Instrument, or from the Customer in connection with his or her use of a Payment Instrument (e.g., a security code, a PIN number, credit limits, account balances, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include the Payment Instrument account number and expiration date, the Customer’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2), and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically, or otherwise stored thereon. For the avoidance of doubt, the data elements that constitute Payment Instrument Information shall be treated according to their corresponding meanings as “cardholder data” and “sensitive authentication data” as such terms are used in the then current PCI DSS.

“Refund” means any refund or credit issued for any reason, including for a return of merchandise or cancellation of services, and any adjustment of a Transaction.

“Refund Policy” means a written policy with regard to Refunds.

“Retrieval Request” means a request for information by a Customer or Payment Brand relating to a claim or complaint concerning a Transaction.

“Security Standards” means all rules, regulations, standards, or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Payment Instrument Information, including the Payment Card Industry Data Security Standards (“PCI DSS”), Visa’s Cardholder Information Security Program (“CISP”), Discover’s Information Security & Compliance Program (“DISC”), American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program (“SDP”), Visa’s Payment Application Best Practices (“PABP”), the Payment Card Industry’s Payment Application Data Security Standard (“PA DSS”), MasterCard’s POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program (“PCI PTS”), in each case as they may be amended from time to time.

“Service Provider” means any party that processes, stores, receives, transmits, or has access to Payment Instrument Information on Merchant’s behalf, including its agents, business partners, contractors, and subcontractors.

“Settled Transaction” means a Transaction conducted between a Customer and Merchant utilizing a Payment Instrument in which consideration is exchanged between the Customer and Merchant for the purchase of a good or service or the Refund of such purchase and the value for such Transaction is settled by the Payment Brand through Alacriti to the Merchant.

“Transaction” means a transaction conducted between a Customer and Merchant utilizing a Payment Instrument in which consideration is exchanged between the Customer and Merchant.

“Transaction Data” means the written or electronic record of a Transaction, including an authorization code or settlement record, which is submitted to Alacriti.

“Transaction Receipt” means an electronic or paper record of a Transaction generated upon completion of a sale or Refund, a copy of which is presented to the Customer.