exv10w31






Exhibit 10.31




AMENDMENT TO SERVICE AGREEMENT




     This Amendment to Service Agreement (this “Amendment”) is made and entered into as of this day
25 of August 2011 between First Data Merchant Services Corporation (“FDMS”) and iPayment, Inc.
(“Customer”) and amends that certain Service Agreement by and between FDMS and Customer dated July
1, 2002, as amended (the “Service Agreement”). Except as supplemented or amended by this
Amendment, the provisions of the Service Agreement shall continue in full force and effect, and if
there shall be any conflict between the provisions of this Amendment and the Service Agreement, the
terms of this Amendment shall control. Each capitalized term used but not defined herein shall
have the meaning assigned in the Service Agreement.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the parties, FDMS and Customer hereby agree as follows:


1. The Processing Fees set forth in Section II of Exhibit B to the Service Agreement shall be
amended by the addition of the “Product Regulatory Fees” as set forth on Schedule A to this
Amendment; provided, however, billing element “2475” replaces the current billing element “2475.”
For the avoidance of any doubt, the “Product Regulatory Fees” shall apply to all of Customer’s
Accounts processing pursuant to the Service Agreement. In addition, the “Product Regulatory Fees”
shall not be considered Eligible Fees and thus not included in any rebate calculations.



2. The “Product Regulatory Fees” set forth in this Amendment, along with the associated services
and platform functionality, will expire on August 31, 2012 unless both parties agree in writing to
the new pricing.



3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an
original, and taken together they shall be considered one agreement.




     IN WITNESS WHEREOF, the parties have each caused this Agreement to be executed by their duly
authorized officers as of date listed above.



	 	 	 	 	 	 	 	 	 

	First Data Merchant Services Corporation	 	 	 	iPayment, Inc.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Rick Learch
	 	 	 	By:
	 	/s/ Joseph Jorling
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Printed Name:

	 	Rick Learch
	 	 	 	Printed Name:
	 	Joseph Jorling
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	SVP
	 	 	 	Title:
	 	Senior Vice President
	 

	 	 
	 	 	 	 	 	 








 









 










SCHEDULE A




“Product Regulatory Fees”




	 	 	 	 	 	 	 
	 	 	Item	 	Definition	 	Price Per Item
	Manual

	 	Diversion Fee
	 	This fee will be
billed for each
merchant that has a
Federal diversion
or both a State and
Federal diversion
during the month.
	 	Per Federal
diverted merchant
per month $*


Per State and
Federal diverted
merchant per month
$*


Effective 1/1/2012


	2475

	 	Merchant Statement
	 	This fee will be
billed for each
open account and
each closed account
with activity that
remains on the
Customer’s master
file on the last
processing day of
the calendar month
as defined on the
MM-101 Merchant
Profitability
report or an
equivalent report. 


For avoidance of
any doubts, the
element is being
billed monthly for
a bundled, single
source product
solution to help
manage and support
reporting
requirements under
Section 6050W of
the Internal
Revenue Code and
the implementing
Treasury
Regulations, along
with similar state
laws, and the
regulatory changes
associated with the
proposed Durbin
Amendment dated
July 21, 2010 to
the Dodd-Frank Wall
Street Reform and
Consumer Protection
Act of 2010.
	 	Per statement per
month ++


$*


Effective 8/1/2011








 




			
	*	 	Omitted pursuant to a confidential treatment request. The confidential portion has been filed
separately with the SEC.




 









 










	 	 	 	 	 	 	 
	Agency Name:	 	iPayment
	Agency :	 	 	 	 	 	 
	DESCRIPTION	 	TIERS	 	DRIVER	 	RATE
	Diversion Fee 


This fee will be billed
for each merchant that
has a Federal diversion
or both a State and
Federal diversion
during the month.

	 	 	 	Per Federal
diverted merchant
per month 


Per State and
Federal diverted
merchant per month
	 	$*


$*


Effective 1/1/2012
	 
	 	 	 	 	 	 
	Regulatory Product Fee

	 	 	 	Per merchant

account on file per

month
	 	$*++


Effective 8/1/2011





++ Customer shall submit to FDMS a list of chain Customer Accounts that shall be excluded from
the application of the associated Processing Fee. FDMS shall issue a monthly credit to Customer in
the amount of $* related to the associated Processing Fee. The monthly credit may be modified
quarterly based upon new chains of Customer Accounts being added or deleted to any list submitted
by Customer.






 




			
	*	 	Omitted pursuant to a confidential treatment request. The confidential portion has been filed
separately with the SEC.