Sponsored Merchant Agreement

Revised July 20, 2015

1. Nature of Agreement

1.1. Pursuant to the USA Patriot Act, the Bank Secrecy Act, and anti-money laundering laws, the rules and regulations of the Payment Card Associations (defined below) require each Sponsored Merchant (defined below) who uses a payment service provider to process payment card transactions on its behalf to agree to certain terms and conditions, which are set forth in this Sponsored Merchant Agreement (“Agreement”).

1.2. This Agreement is between CollegeNET, Inc. (“CollegeNET”) and You. This Agreement applies to all payment card transactions processed by CollegeNET on Your behalf.

1.3. Your use of CollegeNET’s services to process payment card transactions on Your behalf constitutes Your acceptance of the Agreement. If you do not accept the Agreement, or if you wish to revoke your previous acceptance of the Agreement, you must notify CollegeNET in writing by sending an email to: acctg@collegenet.com
Upon receipt of your written notice, CollegeNET will no longer be able to process payment card transactions on Your behalf.

1.4. You acknowledge that the Agreement may be modified from time to time in order to comply with the requirements imposed by the payment card industry.

2. Definitions

2.1. “Acquirer” means the bank that sponsors CollegeNET into a Payment Card Association so that CollegeNET may process Transactions using that Payment Card Association’s network (e.g., Visa, MasterCard, American Express).

2.2. “Card” means an account, or evidence of an account, authorized and established between a customer and a Payment Card Association that is accepted by a Sponsored Merchant from such customer as payment for purchases from such Sponsored Merchant.

2.3. “Cardmember” means the individual to whom a Card has been issued.

2.4. “Chargeback” has the meaning set forth in Section 4 (Chargebacks).

2.5. “Mark” means a name, logo, emblem, trademark, or service mark.

2.6. “Payment Card Association” means a network of issuing banks and acquiring banks that process Cards of a specific brand (e.g., Visa, MasterCard, American Express).

2.7. “Sponsored Merchant” means a customer for which CollegeNET processes Transactions, referred to as “You” in this Sponsored Merchant Agreement.

2.8. “Transaction” means a charge on a Card to purchase goods or services or a credit on a Card to refund a charge for goods or services.

3. Sale Transactions

You agree to obtain authorization for all Transactions either directly or through CollegeNET. Any Transaction not properly authorized is made with full recourse to You. You acknowledge and agree that authorization for a Transaction: (i) indicates only the availability of credit at the time of the authorization; (ii) does not warrant that the person presenting the Card is the rightful Cardmember; (iii) is not an unconditional guarantee of payment to You; and (iv) does not guarantee that any Transaction will not be subject to Chargeback. You shall not submit a Transaction which is an attempt to collect a Chargeback or which represents the financing of an existing obligation to You. You shall not transfer or attempt to transfer Your financial liability under this Agreement by asking Cardmembers to waive their dispute rights.

4. Chargebacks

If a charge Transaction fails to meet the requirements of this Agreement, the rules and regulations of any Payment Card Association, or applicable law, CollegeNET shall have the right to chargeback to You and deduct, divert, withdraw, or setoff from payments due You from Transactions or from any applicable deposit account or amounts due to You the full amount of any Transaction designated by Acquirer or a Payment Card Association or Card issuing bank (“Chargeback”). You agree to be liable for and pay CollegeNET for all Chargebacks. You agree to pay: (a) the amount of any Chargeback, including any fine or fee associated therewith; and (b) the costs and expenses of Acquirer and CollegeNET (including, without limitation, administrative charges, investigations, retrieval, and legal fees, and costs) related to any Transaction subject to: (i) legal process (including reproduction of records); (ii) a bankruptcy or insolvency proceeding; or (iii) Chargeback. If Acquirer or any Payment Card Association determines or suspects any Transaction to be questionable, such Transaction is subject to Chargeback. CollegeNET shall retain any discount or fee related to a Chargeback. Disputes relating to Chargebacks shall be governed by the rules and regulations of the Payment Card Associations, including Your obligation to provide required documentation. If any of the Payment Card Associations assess a fine in connection with Your activities, including without limitation, due to Chargebacks or credits/returns that exceed the industry standards or constitute excessive Chargebacks under the Payment Card Association’s rules or regulations, You shall be obligated to pay such fine, plus any other applicable charges. In addition, You agree to pay any fines or other amounts imposed by Payment Card Associations for Your activities, including without limitation, Chargebacks.

5. Transaction Processing

You expressly authorize CollegeNET to submit Transactions to, and receive settlement from, a Payment Card Association on your behalf. CollegeNET will use the appropriate Merchant Category Code (“MCC”) or other required indicators to identify merchant type or Transaction type. The applicable Payment Card Association rules, standards, and requirements will apply to Transaction processing services performed by CollegeNET for You. In the event of any inconsistency between this Agreement and the rules of the applicable Payment Card Association, the rules of the applicable Payment Card Association will take precedence. For the services provided by CollegeNET, You agree to pay CollegeNET the non-refundable fees, charges and discounts specified below:


6. Disclosure and Use of Your Information

You expressly authorize CollegeNET to disclose Transaction data, merchant data, and other information about You (including your name, address, and contact information) to CollegeNET’s Acquirer, the applicable Payment Card Association, and its affiliates, agents, subcontractors, and employees so that all of them may use such information to perform Transaction processing, operate and promote the applicable Payment Card Association network, perform analytics and create reports, and for any other lawful business purpose. Additional information may be requested by CollegeNET’s Acquirer or the applicable Payment Card Association, and You expressly authorize CollegeNET to provide such information to such parties. If CollegeNET processes American Express Transactions on Your behalf, You expressly authorize American Express to use your name, address, and website address (URL) in any media from time to time.

7. Third-Party Beneficiary

The applicable Payment Card Association is a third-party beneficiary of this Agreement and as such has beneficiary rights, but not obligations, including the ability to directly enforce against You the terms of this Agreement, and the provisions of the incorporated laws, rules, regulations, and standards. You acknowledge and agree that each such applicable Payment Card Association has the right to enforce any provision of its rules or standards and to prohibit You and/or CollegeNET from engaging in any conduct such Payment Card Association deems could injure or create a risk of injury to such Payment Card Association, including injury to reputation, or that could adversely affect the integrity of such Payment Card Association’s interchange system or confidential information. You further agree that You will not take any action that could interfere with or prevent the exercise of such rights by such Payment Card Association. You agree to comply with the applicable rules and standards of each Payment Card Association, as they may be amended from time to time. You acknowledge that CollegeNET may modify this Agreement from time to time in order to comply with the requirements imposed by the Payment Card Associations or Acquirer.

8. Your Business

You warrant that You will comply with all applicable laws, rules, regulations, and standards relating to the conduct of Your business. You represent and warrant that You have not had a contract for Transaction processing terminated at the direction of any Payment Card Association or governmental agency. As it relates to Your business with CollegeNET, You will not process Transactions or receive payments on behalf of, or (unless required by law) re-direct payments to any other party. You represent and warrant that Your refund policies for purchases on a Card are at least as favorable as Your refund policies for purchases on any other payment product, and the refund policy is disclosed to Cardmembers at the time of purchase and in compliance with applicable law. You will not bill or collect from any Cardmember for any purchase or payment on a Card unless a Chargeback has been exercised, You have fully paid for such charge, and You otherwise have the right to do so. You agree to comply with the applicable provisions of the Payment Card Industry Data Security Standard (“PCI DSS”). You agree to maintain customer service information (by providing CollegeNET’s customer service email address and telephone number) so that it is readily available for review by Cardmembers transacting with You. On an ongoing basis, You shall promptly provide CollegeNET with: (a) the current address of each of Your offices that authorize CollegeNET to process Transactions on Your behalf; (b) all “doing business as” names used by You; and (c) a complete description of products sold and services provided by You for which CollegeNET is authorized to process Transactions on Your behalf.

9. Conversion Right

You acknowledge that if CollegeNET processes more than $100,000.00 per year in Transactions for You for any one Payment Card Association, then that Payment Card Association has the right, at its option, to convert You to a “direct card acceptance relationship” with the Acquirer and that, upon conversion, You will be bound by the Acquirer’s then-current Card acceptance agreement, including discount and other fees payable by You for Card acceptance.

10. Use of Marks

CollegeNET will display, on the payment page(s) associated with Your form(s) hosted by CollegeNET, the appropriate Marks to indicate to end users which Cards are accepted. You agree that the Marks are owned by their respective owners, and You will not contest ownership of the Marks for any reason. The owner of a Mark may at any time, immediately and without advance notice, prohibit CollegeNET or You from using its Mark. You acknowledge that CollegeNET is responsible for Your card acceptance policies and procedures, and CollegeNET may make changes to the payment page(s) associated with Your form(s) hosted by CollegeNET that it deems necessary or appropriate to ensure that You remain in compliance with the rules of any Payment Card Association governing the use of the Marks of such Payment Card Associations.

11. Confidentiality

You acknowledge and agree that Cardmember data is confidential information, and You agree to protect such Cardmember data in accordance with this Agreement, the applicable Payment Card Association’s rules and regulations, including the Operating Regulations, and all applicable laws.

12. Data Security and Privacy

If applicable, You will store all media containing Card numbers in an area limited to selected personnel, and prior to You discarding any material containing Cardmember information, You will destroy it in a manner rendering the Card account numbers unreadable. If at any time You determine that Card account number information has been compromised, You will notify CollegeNET immediately and assist in providing any required notification to the proper parties. Payment Card Association rules and regulations require You to comply with all applicable security standards and guidelines that may be published from time to time by Visa, MasterCard or any other Payment Card Association, including, without limitation, the Cardholder Information Security Program, the Site Data Protection Service, the Discover Information Security and Compliance Program, the Payment Card Industry Data Security Standard, the Payment Application Data Security Standard and the PCI Pin Entry Device Requirement (collectively, the "Security Guidelines"). Failure to comply with the Security Guidelines by You may result in fines and/or penalties being levied against You, Acquirer, and/or CollegeNET by the Payment Card Associations. If this occurs, You agree to reimburse CollegeNET or Acquirer, as applicable, immediately for any fine or penalty imposed due to Your violation of the Security Guidelines.

13. Termination

You may terminate this Agreement at any time upon written notice to CollegeNET by sending email to acctg@collegenet.com. CollegeNET may terminate this Agreement without prior notice at any time and for any reason (including, without limitation, for any activity deemed fraudulent or otherwise wrongful by CollegeNET, Acquirer, or any Payment Card Association). This Agreement shall automatically terminate in the event that: (a) CollegeNET de-registers from any of the Payment Card Associations; (b) Acquirer ceases to be a member of any of the Payment Card Associations for any reason; (c) Acquirer fails to have a valid license with any Payment Card Association to use any Mark associated with a Card accepted by You; or (d) Acquirer terminates its Merchant Services Agreement with CollegeNET. You agree that CollegeNET will not have any liability to You for any termination under this section. CollegeNET will immediately cease processing Transactions for You upon termination. Financial obligations that accrued prior to the date of termination will survive termination of this Agreement. You understand that, at any time, a Payment Card Association or Acquirer may require that CollegeNET stop processing Transactions for Your account without prior notice to You, and, if that should happen, You have no recourse (legal or otherwise) against CollegeNET or Acquirer for any damages You may incur.

14. Limitation of Liability

You agree that you shall not seek recourse against any Payment Card Association or Acquirer under this Agreement, and neither the Payment Card Association nor Acquirer shall have any liability whatsoever to You for any direct or indirect damages arising out of this Agreement, including, but not limited to, for services performed hereunder. You agree to abide by the applicable limitation on the Payment Card Association’s liability set forth in the applicable Payment Card Association agreement.

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