Exhibit 10.2**SIXTH AMENDMENT TO SERVICE AGREEMENT**     This sixth Amendment to ServiceAgreement (this “Amendment”) is made and entered into asof this 29 day of January, 2007 between First Data Merchant Services Corporation (“FDMS”) andiPayment, Inc., formerly known as iPayment Holdings, Inc. (“Customer”).**RECITALS**     A. Customer and FDMS have previously entered into a Service Agreement dated as of July 1,2002, as amended by amendments dated October 25, 2002, November 27, 2002, January 8, 2004, May 25,2004 and July 11, 2005 (the “Service Agreement”).     B. Customer, as successor in interest to 1st Merchant Bank Card, and ConcordPayment Services, Inc. successor in interest to BUYPASS Corporation and an Affiliate of FDMS, areparties to that certain Participation Agreement dated as of April 13, 1998 (the “1stMerchant Participation Agreement”). The parties now desire to terminate the 1stMerchant Participation Agreement and to incorporate the services provided thereunder into theService Agreement.     C. Customer, as successor in interest to creditcard.com, and Concord Payment Services, Inc.successor in interest to BUYPASS Corporation and an Affiliate of FDMS, are parties to that certainParticipation Agreement dated as of March 22, 1999 (the “creditcard.com Participation Agreement”).The parties now desire to terminate the creditcard.com Participation Agreement and to incorporatethe services provided thereunder into the Service Agreement.     D. Customer and FDMS, along with FDMS’s sponsoring bank partner (“Bank”), agree to negotiateexpeditiously and in good faith a Sponsorship Agreement pursuant to which Bank will provideCustomer with sponsorship and Clearing Bank services related to the solicitation of merchants andprocessing and settlement of Transaction Card Transactions for certain of Customer’s Accountsprocessed under the terms and conditions of this Agreement (the “Sponsorship Agreement”). Theparties acknowledge and agree that the execution of the Sponsorship Agreement is an element of thebargain between the parties, and that FDMS would not be entering into this Amendment and offeringthe prices contained herein without knowing that it would also be entering into the SponsorshipAgreement.     E. Customer and FDMS now desire to amend the Service Agreement as set forth herein.**AGREEMENT**     In consideration of the foregoing, Customer and FDMS hereby agree as follows:     1. Except as otherwise specifically set forth herein or in Exhibit B attached hereto, theterms of this Amendment will be effective as of July 1, 2006.     2. Section 2.2 of the Service Agreement is hereby deleted in its entirety and replaced withthe following:          **2.2****Communication Links****.**
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          (a) FDMS periodically shall install or provide the means for communicating data fromits facilities or equipment to Customer’s or Customer’s designated third parties’ facilitiesor equipment, subject to FDMS’s acceptance and qualification of each such third party andsuch third party’s execution of and compliance with a third party service provider agreementin a form acceptable to FDMS. Any interface between any such third party and the FDMS Systemwill be developed and established at its or Customer’s sole cost and expense. The method oftransmission and the media employed will be determined by FDMS taking into considerationrelevant factors such as traffic type, inbound and outbound message sizes, traffic loadingdistribution, and the equipment or devices that are or may be used.          (b) If Customer desires to interface with the FDMS System to directly transmit to orreceive cardholder data from FDMS for any purpose other than reviewing reports or processingchargebacks, Customer acknowledges that it first must comply with FDMS’s then-currentrequirements for third party processors, including execution of FDMS’s third party processoragreement.     3. Section 2.3 of the Service Agreement is hereby deleted in its entirety and replaced withthe following:          **2.3****Compliance With Law****.**          (a) Customer is subject to a variety of federal, state and local laws, regulations andjudicial and administrative decisions and interpretations applicable to its Transaction Cardbusiness, including, but not limited to, OFAC regulations, as amended or promulgated fromtime to time (“Legal Requirements”). FDMS shall cooperate with Customer in resolving issuesrelating to Customer’s compliance with the Legal Requirements in accordance with the terms of this Agreement,including this Section 2.3.               (i) Customer is solely responsible for (i) monitoring and interpreting theLegalRequirements, (ii) determining the particular actions, disclosures, formulas, calculationsand procedures required for compliance with the Legal Requirements (whether to be performedby FDMS or by Customer) and (iii) maintaining an ongoing program for compliance with theLegal Requirements. In addition, Customer is solely responsible for reviewing and selectingthe parameter settings and programming features and options within the FDMS System that willapply to Customer’s Transaction Card programs, and for determining that its selection ofsuch settings, features and options is consistent with the Legal Requirements and with theterms and conditions of Customer’s Accounts. In making such determinations, Customer mayrely on the written description of such settings, features and options in the User Manuals,customer bulletins and other system documentation provided by FDMS to Customer.               (ii) As promptly as possible after it first obtains knowledge thereof, Customershalldisclose to FDMS any violation of a Legal Requirement with respect to or related to aTransaction processed pursuant to this Agreement where such violation could reasonablyresult in FDMS’s violation of a FDMS Legal Requirement and shall take such remedial or otheractions as may be required or prudent under the circumstances.
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          (b) FDMS is solely responsible for compliance with all laws, regulations and judicialand administrative decisions applicable to FDMS as a third party provider of data processingservices, including, but not limited to, OFAC regulations, as amended or promulgated fromtime to time (“FDMS Legal Requirements”). FDMS will not be responsible for any violation byCustomer of a Legal Requirement to the extent such violation occurs as a result ofperformance by FDMS of the Services in accordance with the FDMS Legal Requirements,instructions of Customer or written procedures provided by or approved by Customer. Customershall cooperate with FDMS in resolving issues relating to FDMS’ compliance with the FDMSLegal Requirements in accordance with the terms of this Agreement, including this Section2.3.               (i) As promptly as possible after it first obtains knowledge thereof, FDMS shalldisclose to Customer any violation of a FDMS Legal Requirement with respect to or related to a Transactionprocessed pursuant to this Agreement where such violation could reasonably result inCustomer’s violation of a Legal Requirement and shall take such remedial or other actions asmay be required or prudent under the circumstances.               (ii) Customer acknowledges and agrees that FDMS shall have no obligation to provideprocessing services to Customer or any of its Merchants or to process any Transactions inviolation of any FDMS Legal Requirement. If FDMS withholds processing services pursuant tothis Section 2.3(b)(iii), FDMS will give prompt notice of such to Customer.          (c) Subject to the terms of Article 10, FDMS and Customer shall cooperate with eachother in providing information or records in connection with examinations, requests orproceedings of each other’s regulatory authorities.     4. Section 3.2 of the Service Agreement is hereby deleted in its entirety and of no furtherforce and effect.     5. Section 4.1 of the Service Agreement is hereby deleted in its entirety and replaced withthe following:     **4.1****Processing Fees**. Customer shall pay FDMS the Processing Fees set forth inExhibit B to this Agreement. [***] Customer will not beliable for any Processing Fees or other fees unless such fees are set forth in thisAgreement (including Exhibit B), an amendment to this Agreement, a separate agreement orother tangible documentation (including email) whereby the parties agree to the pricing forany new services or products.     6. Section 4.4 of the Service Agreement is hereby deleted in its entirety and of no furtherforce and effect.     7. Section 6.1 of the Service Agreement is hereby deleted in its entirety and replaced withthe following: *** Omitted pursuant to a confidential treatment request.The confidential portion has  been filed separately with the SEC.
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          **6.1****Limitation on Liability**.          (a) Each of Customer’s and FDMS’s cumulative liability for any loss or damage, director indirect, for any cause whatsoever (including, but not limited to, those arising out ofor related to this Agreement) with respect to claims (whether third party claims, indemnityclaims or otherwise) relating to events in any one Processing Year shall not under anycircumstances exceed the amount of the Processing Fees paid to FDMS by Customer pursuant tothis Agreement for Services performed during the immediately preceding [***] [***] fullmonths; provided, however, that FDMS’s cumulative liability under Section 11.1(b)(ii) and Customer’s cumulative liabilityunder Section 11.2(b)(iii) relating to events in any one Processing Year shall not exceed[***] [***] times the amount of Processing Fees paid to FDMS by Customer pursuant to thisAgreement for Services performed during the immediately preceding [***] [***] full months.          (b) The monetary limits provided for in Section 6.1(a) shall not be construed to limitthe payment obligations of Customer or FDMS, as applicable, with respect to (i) acts ofgross negligence or willful misconduct by either Customer or FDMS, (ii) breaches by eitherCustomer or FDMS of their obligations under Article 10 or (iii) Processing Fees, SpecialFees, or any other fee, tax, interest or other amount due and owing by Customer under thisAgreement.     8. Section 8.1 of the Service Agreement is hereby deleted in its entirety and replaced withthe following:     **8.1****Term****.**This Agreement is effective from the date hereof and shall extendfor eight (8) Processing Years through June 30, 2010 (the “Original Term”). Processing Year1 of the Term shall commence on July 1, 2002 and continue through June 30, 2003. Forpurposes of this Agreement, a “Processing Year” means each twelve (12) month periodcommencing on the first day of July and ending on the last day of following June.     9. Section 9.1 of the Service Agreement is hereby amended by the addition of the following newsubsection (h):          (h) if Customer breaches any material representations, warranties, obligations, orcovenants in this Agreement and fails to cure such breach within sixty (60) calendar daysafter written notice of the breach is provided to Customer by FDMS; provided however, thatif Customer is attempting in good faith to cure such breach within said sixty (60) day cureperiod but the nature of the breach prevents a cure within sixty (60) days, then Customershall be allotted an additional number of days to cure, provided the total number of days ofthe cure period shall be no greater than one hundred twenty (120) days.     10. Section 9.2 of the Service Agreement is hereby amended by the addition of the followingnew subsection (a)(vi):          (vi) if FDMS breaches any material representations, warranties, obligations, orcovenants in this Agreement and fails to cure such breach within sixty (60) calendar daysafter written notice of the breach is provided to FDMS by Customer; provided *** Omitted pursuant to a confidential treatment request.The confidential portion has  been filed separately with the SEC.
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however, thatif FDMS is attempting in good faith to cure such breach within said sixty (60) day cureperiod but the nature of the breach prevents a cure within sixty (60) days, then FDMS shallbe allotted an additional number of days to cure, provided the total number of days of thecure period shall be no greater than one hundred twenty (120) days; provided further,however, that if a breach relates to issues that would require system changes to cure, theinitial sixty day period shall be automatically extended by one calendar day for eachcalendar day during such sixty (60) day period (or the applicable extended period) duringwhich there is a “freeze” on changes to the FDMS System, if any.     11. Section 9.2(b) of the Service Agreement is hereby deleted in its entirety and of nofurther force and effect.     12. Section 9.4 of the Service Agreement is hereby deleted in its entirety and of no furtherforce and effect.     13. Sections 11.1 and 11.2 of the Service Agreement are hereby deleted in their entirety andreplaced with the following:          **11.1****FDMS’s Representation**.          (a) FDMS represents and warrants that the execution and delivery of this Agreement andthe consummation of the transaction herein contemplated does not conflict in any materialrespect with or constitute a material breach or material default under the terms andconditions of any documents, agreements or other writings to which it is a party.          (b) Data Security Requirements Compliance.               (i) FDMS represents and warrants that it is, and during the Term of this Agreementwillremain, in compliance with all applicable material Data Security Requirements at itsexpense.               (ii) In addition to the obligations set forth in Exhibit E of this Agreement,FDMSshall indemnify and hold Customer harmless from and against any and all liabilities, claims,suits, damages, losses, costs and expenses, including any fines, penalties, reasonableattorney fees and costs of settlement, whether third party claims, indemnity claims orotherwise (“collectively, “Claims”) to the extent that the Claim is caused by, relates to orarises out of (1) any security breach in or intrusion into FDMS’s computer system, or (2)the actual loss or theft of any of Customer’s information or records containing Cardholderor Transaction Card data or any bank account information of a payee or payor that isgenerated or stored by, or on behalf of, FDMS. FDMS shall not have any liability for anyClaim to the extent such Claim is caused by, relates to or arises out of any security breachin the computer system of Customer, Customer’s Merchants, or Customer’s or its Merchants’agents or third party service providers, or the actual loss or theft of any information orrecords containing Cardholder or Transaction Card data or any bank account information of apayee or payor that is generated or stored by, or on behalf of, Customer, Customer’s Merchants, or Customer’s or its Merchants’ agents or third partyservice providers.
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               (iii) As promptly as possible after it first obtains knowledge thereof, FDMS shallnotify Customer of any security breach or data compromise of its computer system thatdirectly impacts cardholder data with respect to Customer’s Accounts. As promptly aspossible after it first obtains knowledge thereof, FDMS shall notify Customer of anysuspected or actual loss or theft of any information or records relating to Customer’sAccounts containing Cardholder or Transaction Card data or any bank account information of apayee or payor that is generated or stored by, or on behalf of, FDMS.          **11.2****Customer’s Representations**.     (a) Customer represents and warrants that the execution and delivery of this Agreementand the consummation of the transaction herein contemplated does not conflict in anymaterial respect with or constitute a material breach or material default under the termsand conditions of any documents, agreements or other writings to which it is a party.     (b) Data Security Requirements Compliance.               (i) Customer represents and warrants that it is, and during the Term of thisAgreementwill remain, in compliance with all applicable material Data Security Requirements at itsexpense.               (ii) Without liability, FDMS has the right to withhold Services, in whole or inpart,and immediately suspend connectivity to the FDMS System with respect to Customer, any ofCustomer’s Merchants, or any of Customer’s or its Merchants’ agents or third party serviceproviders if Customer, such Merchant, or such agent or third party service provider, asapplicable, is not in compliance with all applicable Data Security Requirements untilCustomer, such Merchant, or such agent and third party service provider, as applicable, isin compliance with all applicable Data Security Requirements. If FDMS withholds Services orsuspends connectivity pursuant to this Section 11.2(b)(ii), FDMS will give prompt notice ofsuch to Customer.               (iii) In addition to the obligations set forth in Exhibit E of this Agreement,Customershall indemnify and hold FDMS harmless from and against any and all Claims to the extent thatthe Claim is caused by, relates to or arises out of (1) any security breach in or intrusioninto Customer’s computer system, or (2) the actual loss or theft of any of its informationor records containing Cardholder or Transaction Card data or any bank account information ofa payee or payor that is generated or stored by, or on behalf of, Customer.               (iv) As promptly as possible after it first obtains knowledge thereof, Customershallnotify FDMS of any security breach or data compromise of Customer’s computer system or thecomputer system of any of its Merchants or any of Customer’s or its Merchants’ agents orthird party service providers. As promptly as possible after it first obtains knowledgethereof, Customer shall notify FDMS of any suspected or actual loss or theft of anyinformation or records containing Cardholder or Transaction Card data or any bank accountinformation of a payee or payor that is generated or stored by, or on behalf of, Customer,any of its Merchants, or any of Customer’s or its Merchants’ agents or
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third party service providers.     14. The addresses set forth in Section 12.3 of the Service Agreement are hereby deleted intheir entirety and replaced with the following:        First Data Merchant First Data Merchant     Services Corporation Services Corporation     6902 Pine Street, PS-11 6200 S. Quebec Street, Suite 260A     Omaha, NE 68106 Greenwood Village, Colorado 80111     Attn: Vice President — FSP Attn: General Counsel     Telecopy Number: Telecopy Number: 303-967-5216        If to Customer: With a copy to:        iPayment, Inc. iPayment, Inc.     40 Burton Hills Blvd, Suite 415  26707 West Agoura Hills Road, Suite 100     Nashville, TN 37215 Calabasas, CA 91302     Attn: Afshin Yazdian Attn: Joe Jorling     Telecopy Number: Telecopy Number:     15. The Service Agreement is hereby amended by the addition of a new Section 12.17 to read asfollows:     **12.17****Rights to Customer’s Accounts****.**For the avoidance of doubt, the partiesacknowledge and agree that FDMS has no legal or equitable interest in Customer’s Accountsunder the terms of this Agreement, and that Customer shall have the sole and absolute rightto convert and transfer any Merchants to other processors.     16. Exhibit A to the Service Agreement is hereby amended by the addition of a newsubsection IV, as set forth in Attachment A hereto.     17. Section II of Exhibit B to the Service Agreement is hereby deleted in its entiretyand replaced with the new Section II of Exhibit B attached hereto.     18. Exhibit C to the Service Agreement is hereby amended by the addition of thefollowing new definitions:     “Card or Electronic Payment Association” means (i) Visa, MasterCard and any otherassociation or card issuer having proprietary rights to and clearing and oversightresponsibilities with respect to any credit or debit card used to effect Transactions andincludes any debit card network utilized to authorize and settle any debit card used toeffect Transactions and (ii) NACHA and any other association or entity having oversightresponsibilities with respect to electronic payments.     “CISP” means Visa’s Cardholder Information Security Program, as may be amended fromtime to time.     “Data Security Requirements” means the Payment Card Industry Data Security
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Standarddeveloped by MasterCard and Visa, CISP, SDP and other similar requirements that apply toentities that transmit, process or store Cardholder, Transaction Card or bank accountinformation, as may be promulgated or amended by a Card or Electronic Payment Association orany local, state or federal legislative, judicial or administrative authority from time totime.     “OFAC” means the United States Department of the Treasury Office of Foreign AssetsControl.     “SDP” means the MasterCard Site Data Protection Program, as may be amended from time totime.     19. Customer and FDMS will use reasonable efforts to convert any acquired merchant portfoliosafter July 1, 2006 from a third party processor to the FDMS System; provided, however, thatCustomer will not be required to attempt to convert any such merchants if the merchant utilizes afront-end product solution not supported by FDMS or if the acquired channel refuses to boardaccounts on the FDMS System, or if the conversion of such merchants would not make economic orstrategic business sense to the Customer.     20. The following amendments to the Service Agreement are herby null and void and of nofurther force and effect: (i) the Third Amendment to Service Agreement dated as of January 8, 2004;and (ii) the Fifth Amendment to Service Agreement dated as of July 11, 2005.     21. The following agreements are herby terminated without penalty to any party andare of no further force and effect: (i) the 1st Merchant Participation Agreement;and (ii) the creditcard.com Participation Agreement.     22. Capitalized terms used but not otherwise defined in this Amendment will have the meaningsset forth in the Service Agreement.     23. In the event of a conflict between this Amendment and the Service Agreement as it relatesto the subject matter of this Amendment, the terms of this Amendment will control. Otherwise, allterms and conditions of the Service Agreement will remain in full force and effect and likewiseapply to this Amendment.
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     The parties have executed this Amendment as of the date first above written.FIRST DATA MERCHANT SERVICES CORPORATIONBy: \s\ Rick LearchName: Rick LearchTitle: Vice President iPAYMENT, INC. By: \s\ Greg DailyName: Greg DailyTitle: Chief Executive Officer
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**ATTACHMENT A****CONCORD SERVICES****IV. Concord Services**     1. **Definitions****.**Capitalized terms used but not otherwise defined in this Sectionwill have the meanings set forth in Exhibit C. The following definitions apply to the terms setforth below:          (a) “Buypass Transaction” means each instance during which Concord has electronic contact witha point of sale device of a Merchant of Customer for the purpose of processing a transaction,credit or refund.          (b) “Concord” shall mean Concord EFS, Inc. and any entity which, directly or indirectly, ownsor controls, or is owned or controlled by, or is under common ownership or common control with,Concord EFS, Inc.          (c) “Concord’s Proprietary Information” shall have the meaning set forth in Section 7 hereof.          (d) “Concord Services” include Buypass services, ClientLine Services, PINless DebitTransaction services and EFSnet Web Payment Services, as each is defined in this Section IV.          (e) “Concord System” means the computer equipment, computer software, and related equipmentand documentation used at any time and from time to time to provide the Concord Services andincludes the “Buypass” (or “Atlanta”) platform.          (f) “Concord System Specifications” shall mean the specifications, manuals, technical andoperating data and operating standards adopted, amended or supplemented and published from time totime by Concord with respect to the Concord System.          (g) “Network” means any debit card network utilized to authorize and settle any debit cardused to effect Transactions and includes STAR, NYCE and Pulse debit card networks and suchadditional debit card networks that FDMS or Concord may add in their sole discretion.     2. **Buypass services**. FDMS, either directly or through its Affiliates, includingConcord, or other third party service providers, shall make available to Customer and certain ofits Merchants as agreed upon by the parties data processing services on the “Buypass” platform. Inexchange for such services, Customer will pay the fees set forth in Exhibit B in the mannerset forth in this Section IV. Buypass Transaction detail is only available through ClientLine®Services.     3. **ClientLine Services**. Concord has developed a product that allows Customer to accesscertain databases of Buypass Transaction information maintained by Concord and communicate certaininstructions to Concord using an Internet connection to access a Concord internal web page(“ClientLine®Services”). FDMS, either directly or through its Affiliates, includingConcord, or other third party service providers, shall make available to Customer, and Customershall access, ClientLine®Services in the manner described and in accordance with theterms and conditions set forth below. The specific features and functions available throughClientLine®Services are detailed inClientLine®Services documentation thatwill be provided to Customer by FDMS or Concord, as may be promulgated, amended or supplemented byFDMS or Concord from time to time (the “Documentation”). As referenced herein, such features andfunctions include,Attachment A, Page 1
 

 
among other things, (i) access to information regarding Buypass Transactions,(ii) access to other proprietary information of Concord (“Concord Proprietary Information”), (iii)the ability to communicate certain instructions to FDMS or Concord as specifically provided in theDocumentation (“Communications Interface”), (iv) access to and creation of Buypass Transactionrelated reports (“Reporting Features”), and (v) generation of Buypass Transaction relatedstatements. Customer acknowledges and agrees that only the Reporting Features of theClientLine®Services are currently available to Customer and any additional features andfunctionality of the ClientLine®Services that are made available by FDMS to Customerwill be subject to additional terms, conditions and fees mutually agreed to by the parties inwriting.     (a) Equipment. Customer shall be solely responsible, at its expense, for the acquisition,repair and maintenance of all equipment and software necessary for it to utilize ClientLine®Services (the “Equipment”), including without limitation a personal computer, modem, andtelecommunications and web browser software. All such Equipment must comply with all specificationsand requirements set forth in the Documentation from time to time. Customer acknowledges that forClientLine®Services to function properly, and to enable Customer to fully useClientLine®Services, Customer must maintain the Equipment and keep it in good workingorder and repair, including by timely installing software upgrades or modifications.     (b) License. All right, title and interest in and toClientLine®Services and theCommunications Interface and Concord Proprietary Information available through the ClientLine®Services, including without limitation all copyrights or renewals thereof, are and shallremain exclusively owned by Concord. Until ClientLine® Services are terminated as setforth in this Section IV, FDMS grants to Customer (i) a nonexclusive right to access and use ClientLine®Services and the Concord Proprietary Information available through the ClientLine®Services, and (ii) a limited, nonexclusive, revocable, sublicense to access and use theCommunications Interface, for the purposes contemplated by and subject to the terms, conditions andlimitations contained in this Paragraph and the Documentation.     (c) License Limitations. ClientLine®Services and the Communications Interface andConcord Proprietary Information available through the ClientLine Services are provided for the soleuse of Customer and its officers, employees or agents authorized to use ClientLine®Services in accordance with this Paragraph. If, in utilizing ClientLine®Services,Customer receives any confidential information of any third party, including anyTransaction-related information of any third party other than Customer or its Merchants, or anynon-public personal financial information of any consumer, or any of Concord ProprietaryInformation to which it is not entitled, Customer shall notify FDMS immediately and shall not use,copy or disclose such information to any third party.     (d) Fees. In exchange for theClientLine®Services, Customer shall pay theClientLine®Services the fees set forth in Exhibit B in the manner set forth in thisSection IV.     (e) Support Services. FDMS or Concord shall provide support services to assist Customerwith procedural questions relating to ClientLine®Services through the use of atoll-free telephone number.     **(**f) Changes and Improvements. FDMS and Concord reserve the right to supplement, modify ordelete: (i) the content or format of ClientLine®Services; (ii) any data or otherinformation available through ClientLine®Services; and (iii) any feature, procedure,technique or documentation with respect to ClientLine®Services or use ofClientLine®Services by Customer. A list of the information available throughClientLine® Services, as well as significant changes inClientLine®Services affectingcustomers generally, shall be published from time to time by Concord and made available toCustomer.     (g) Protection and Security ofClientLine®Services. Customer must complete theSecurity Access Request Form set forth in Schedule 1, as such form may be amended or supplementedby FDMSAttachment A, Page 2
 

 
from time to time, and submit such form to FDMS. Upon FDMS’s approval of such form, FDMSwill issue Customer an identification code and password so it may access the ClientLine®Services (“Access Codes”). Access Codes are the property of Concord and Customer shall notdisclose the Access Codes to anyone except upon direction from an authorized employee of Concord.Customer acknowledges and agrees thatCustomer solely is responsible for ensuring that (i) Access Codes are distributed only toCustomer’s designated officers, employees and agents who are authorized by Customer to utilizeClientLine®Services, (ii) Customer’s officers, employees and agents protect theconfidentiality of the Access Codes and of information obtained through use of the Access Codes,(iii) Customer’s officers, employees and agents use the Access Codes and ClientLine®Services only for their intended purposes, and (iv) Concord is immediately notified of thetermination of any of Customer’s officer’s, employee’s or agent’s authority to utilize an AccessCode. Customer shall instruct each of its officers, employees and agents to utilize the degree ofcare in protecting the secrecy of the Access Codes and the Concord Proprietary Information thatCustomer uses to protect its most sensitive commercial information, but in no event less than acommercially reasonable degree of care, and Customer shall take such additional steps as may benecessary to monitor and enforce the confidential treatment of Access Codes and the ConcordProprietary Information. Until the ClientLine®Services are terminated as set forth inthis Section IV, Customer shall maintain security systems sufficient to protect Concord’sProprietary Information, the Communications Interface, Customer’s databases and all otherconfidential information contained in or accessed by Customer via ClientLine®Servicesand shall ensure that all Cardholder and Buypass Transaction data is protected by Customer behindfirewalls or on servers inaccessible to third parties. Customer shall immediately notify Concordin writing upon the occurrence of a breach of its security obligations set forth in this Section.     (h) Communications Interface. Customer represents and covenants to FDMS and Concord that allinformation transmitted to Concord through the Communications Interface will be transmitted inaccordance with the Documentation and accurate and complete and Concord shall be entitled to relyupon any and all such information or instructions received under a Customer Access Code as a dulyauthorized direction of Customer unless Concord has received a written notice of revocation ofauthority for such Access Code in accordance with the requirements set forth in this Paragraphand the Documentation. Neither FDMS nor Concord shall have any liability whatsoever arising outof any instructions communicated to Concord via the Communications Interface, including withoutlimitation any and all errors or omissions made by Customer with respect to such instructions.     (i) Confidentiality. Concord acknowledges that, Customer, in its use of ClientLine®Services, may disclose to Concord certain non-public personal financial informationrelating to Cardholders. Accordingly, Customer agrees to hold and use any and all suchCardholder information in confidence, and not to disclose, reveal, copy, sell, transfer, assignor distribute any part or parts of it, in any form, to any person or entity, or permit any ofits employees, agents, or representatives to do so, except as expressly permitted or required bylaw. Customer represents and covenants that, pursuant to an agreement between Customer and eachMerchant whose Buypass Transaction information is contained in the Customer databases andobtained via ClientLine®Services pursuant to this Section, Customer has been dulyauthorized to obtain such Buypass Transaction information, and, in the event any Merchantrevokes the aforementioned authorization, Customer shall no longer obtain the BuypassTransaction information of the applicable Merchant.     (j) Indemnification. In addition to its indemnification obligations under Article 6 of theAgreement and as otherwise stated in this Section IV, Customer shall indemnify, defend and holdharmless each of Concord and FDMS and each of their respective directors, officers, employees,agents, successors and assigns from and against any and all claims, demands, damages, costs,expenses (including reasonable attorneys’ fees), losses and liabilities arising out of allclaims and actions brought or made by any third party (including Merchants) relating in any wayto the misuse of an Access Code, or the wrongful disclosure or use of information obtainedthrough the ClientLine®Services, by Customer or any of itsAttachment A, Page 3
 

 
employees or agents or the Equipment under their control.     4. **PINless Debit Transactions Services**. FDMS, either directly or through itsAffiliates, including Concord, or other third party service providers, shall make available toCustomer and its Merchants, and Customer and its Merchants shall access, PINless debit Transactionservices in the manner described and in accordance with the terms and conditions set forth below.Customer desires to access the Networks for the purposes of processing certain Buypass Transactionson behalf of its Merchants without receiving PIN validation (“Pinless Debit Transactions,” alsoknown as “Debit Bill Payment Transactions”) and FDMS desires to provide Pinless Debit Transactionservices as may be permitted by the Network rules. Customer acknowledges that under nocircumstances will FDMS or Concord have any liability for Pinless Debit Transactions services andany associated fees, penalties or charges should payment of any Pinless Debit Transaction berejected for any reason. Prior to and during FDMS’s provision of the Pinless Debit Transactionservices contemplated hereunder, Customer and its Merchants and Indirect Processors (as such termis defined in Debit Network rules) shall be subject to and shall comply with the requirements ofthe Networks, including without limitation, execution and completion of certain documentation andagreements as required by the Networks; at any time that Customer or any of its Merchants orIndirect Processors are not in compliance with such requirements, FDMS or Concord may terminatePinless Debit Transaction services with respect to Customer or such Merchant or Indirect Processor.FDMS or Concord may delete any Network upon prior written notice to Customer and in accordance withNetwork rules. All Pinless Debit Transactions processed hereunder shall be billed at the rates setforth in Exhibit B, plus any applicable Transaction and Third Party Fees, in the manner set forthin this Section IV.     5. **EFSnet Web Payment Services**. FDMS, either directly or through its Affiliates,including Concord, or other third party service providers, shall make available to Customer and itsMerchants, and Customer and its Merchants shall access, the Internet gateway interface (“EFSnet”)for use with certain Concord-certified point of sale equipment (“Equipment”) for the purposes ofprocessing, via the Internet**,**certain e-commerce payment transactions and other electronic paymenttransactions initiated at the point of sale (the “EFSnet Web Payment Services”) in the mannerdescribed and in accordance with the terms and conditions set forthbelow. In exchange for such services, Customer will pay the fees set forth in Exhibit B in themanner set forth in the Agreement.     (a) General Customer Requirements. In order to access the EFSnet Web Payment Services,Customer shall:          (1) Successfully complete testing of the integration of Customer’s system with the EFSnetsystem and the integration of the system of each of the following that will access the EFSnetsystem through Customer: Merchants and third party processors (collectively the “CustomerParties”). Customer must receive written certification from Concord of the completion of each testwith respect to Customer Parties;          (2) Until the EFSnet Web Payment Services are terminated as set forth in this Section IV,ensure that Customer and Customer Parties are in compliance with the EFSnet Specifications (asdefined in Section 5 below) and the EFSnet interface specifications located atwww.concordefsnet.com, as promulgated, supplemented or amended from time to time;          (3) Obtain and maintain, and cause Customer Parties to obtain and maintain, at their sole costand expense, an Internet connection;          (4) Obtain, or cause Customer Parties to obtain, an authorization of each Buypass Transactionprocessed hereunder by Customer Parties, in accordance with the terms of the Agreement, includingthis Section IV.Attachment A, Page 4
 

 
          (5) Regardless of whether the Transaction Card is or is not present at the point of sale,cause Customer Parties to follow and comply with the policies and procedures established by Concordand provided to Customer from time to time for the acceptance of such Cards.          (6) Cause its Customer Parties to maintain the confidentiality and security of the store IDand store key issued to such Customer Party by Customer, and notify Concord immediately of anydisclosure or unauthorized use of the store ID or store key of which the Customer or a CustomerParty becomes aware.          (7) Cooperate with Concord and Networks and provide such information as is requested byConcord and Networks to fulfill any Network requirements.     (b) EFSnet Specifications Compliance. Customer shall review and comply with, and shall causeCustomer Parties to review and comply with the EFSnet Interface Specification, the EFSnet ResourceGuide located at www.concordefsnet.com, and the EFSnet transaction processing information locatedat http://www.concordefsnet.com/Support/FaqFraudRisk.asp., as each may be amended, supplemented orrelocated by Concord or FDMS from time to time (collectively, the “EFSnet Specifications).     (c) Card Not Present Transactions Via the Internet. With respect to Internet Transactionsoriginated through EFSnet, unless otherwise directed by Concord or FDMS:          (1) Customer shall cause Merchants to complete the sales draft without the Cardholder’ssignature or an imprint but with the Cardholder’s name, billing address, card number, expirationdate of the Card, a description of the merchandise or service and the date and amount of allcharges, including taxes.          (2) Customer shall cause Merchants to obtain information to perform address verificationservices and obtain and provide other information as Concord may reasonably require.          (3) Customer shall cause each Merchant, which engages in Internet Transactions to complete anddeliver to Concord in the manner instructed by FDMS or Concord an EFSnet Web Payment Servicesprofile, as promulgated, amended or supplemented by Concord or FDMS from time to time and deliveredto Customer.          (4) Customer agrees and acknowledges that Merchants may authorize but shall not settle salesprior to delivery of the product or service. All Internet Transactions will be settled by Concordinto a depository institution in the United States.          (5) Customer shall cause Merchants’ web sites to contain at least the following information:(i) complete description of the goods or services offered; (i) returned merchandise and refundpolicy; (iii) customer service contact, including electronic mail address and/or telephone number;(iv) transaction currency (U.S. dollars only); and (v) export or legal restrictions.          (6) Customer shall cause Customer Parties to process Internet Transactions only (i) if theTransactions have been encrypted by Concord or by a third party vendor acceptable to Concord and(ii) Cardholder data is protected by the Customer Party behind firewalls or on servers inaccessibleto third parties. Encryption is not a guarantee of payment to Merchants.          (7) If applicable based upon the manner in which a Merchant’s account is set-up, Customeragrees and acknowledges that Internet Transactions initiated by Customer Parties are authorized andsettled through separate bank identification numbers or Interbank Card Association (collectively“BIN/ICA”) numbers and interchanges and Customer acknowledges that Concord will be unable tocombine deposits of Internet Transactions and non-Internet Transactions.Attachment A, Page 5
 

 
     (d) Chargebacks. Customer agrees and acknowledges that Internet Transactions are subject to ahigher incidence of chargebacks and, as with other Transactions, receiving an authorization andfollowing procedures and complying with applicable requirements will not relieve Customer orCustomer Parties of liability for chargebacks nor for any liability associated with the fraudulentuse of data obtained off of Customer’s or a Customer Party’s website or Transaction processingsystem.     (e) Fees. All Buypass Transactions initiated via the EFSnet Gateway shall be billed at theBuypass Transaction rates set forth in Exhibit B, plus any applicable Transaction fees and ThirdParty Fees.     (f) Indemnity. In addition to its indemnification obligations under Article VI of theAgreement and as otherwise stated in this Section IV, Customer shall indemnify and hold FDMS andConcord and each of their officers, directors, employees, shareholders and subsidiaries, from anyand all loss, cost, expense, claim, damage and liability (including attorneys’ fees and costs) paidor incurred by any one or more of them, arising from, caused by, or attributable to, any of thefollowing, except to the extent due to the gross negligence or willful misconduct of FDMS orConcord:          (1) Any action FDMS or Concord takes in accordance with or in relianceupon information or instructions provided by Customer or Customer Parties, includinginstructions regarding the routing of Transactions;          (2) Customer’s or Customer Parties’ transmission to FDMS or Concord of any inaccurateinformation; or          (3) Unauthorized access to FDMS’s or Concord’s systems utilized to process, route andauthorize Buypass Transactions from a point within Customer’s or a Customer Party’s control.     6. **Payment of Fees for Concord Services**.     (a) Customer shall at all times be responsible for payment of all fees and charges due to FDMSas outlined in Exhibit B.     (b) Customer shall adhere to Concord’s Merchant Debit Card Adjustment Processing Proceduresset forth in Schedule 2.     7. **Third Party Beneficiary****.**Concord is a third party beneficiary under the Agreementand this Section IV.**V. Special Services for Transaction Solutions and Petroleum Card Services**With respect to the Merchant Accounts processing on the “Stratus” platform that were originallysourced under (i) the ISO Services and Marketing Agreement dated as of April 17, 2002 by andbetween Transaction Solutions, LLC and Concord Transaction Services, LLC, and (ii) the ProcessingService Agreement dated as of April 16, 2001 by and between Petroleum Card Services, Inc. and CTSHoldings, LLC, FDMS, through its affiliates, will continue to perform all services currently beingperformed with respect to such Merchant Accounts as of the date of execution of this Amendment.Attachment A, Page 6
 

 
**Schedule 1 – User Security Access Request Form for ClientLine Services****INSTRUCTIONS***:***Please complete one Payment Services Security Access Request Form per user.**Youmay photocopy this form as necessary.**USER INFORMATION**: o New User                     o Upgrade / Modify User                     o Delete User           **USER LAST NAME**:   First Name:   Middle Initial:          **VALIDATION PHRASE OR WORD:**(*This field is used as additional identification for the User whencalling support. The phrase must be at least 5 and no more than 20 characters. DO NOT USE SSN*): **SET-UP:***(Complete the information below to indicate how User will be set up (i.e., Chain, Subchainor Merchant ID). SELECT ONLY ONE OF THESE CATEGORIES.)*       Chain (Association) ID   MID# & location number:              Sub-Chain (Division) Code   Agency/Sales # (if applicable)          MERCHANT NAME:       Street Address Line 1       Street Address Line 2:               City:   State:   ZIP:                     Phone: (     )   FAX: (     )   E-Mail Address:                 Account Manager (if applicable)   Number of locations       **PRODUCTS REQUIRED: This User requires access to the following products:**For Web-Based ClientLine: Select Product Option 1, 2, & 3 **ONLY**     Product Option #1 o Product Option #2 o Product Option #3 oSettlement-Based Reporting Operational Management BuyViewo Reporting o Customer Service — CMS o Atlanta Transaction Historyo Charge Backs/Retrievals o Contract Support o Atlanta Terminal Totalso Statements o Atlanta Debit/EBT Adjustments o Atlanta Merchant Setupo Rate Analysis o**Terminal Deployment**