R2021-35 Resolution Authorizing Payment Processing Service Agreement with FirsTech, Inc., a Wholly Owned Subsidiary of Busey Bank

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2.2. Services. FirsTech will use commercially reasonable efforts to provide the Services to Client. 2.3. Reports. FirsTech will provide Client with periodic reports regarding payments made by Customers,which will include,but not be limited to,authorized transactions,transaction methods,amounts,and chargebacks.FirsTech will provide such reports on the frequency set forth on the applicable Services Schedule. Such reports will be provided electronically in a format and method established by FirsTech unless otherwise specified in a Services Schedule. Client agrees to allow FirsTech to transmit to and receive from Client's computerized billing system (the"Host Computer')transaction information necessary to enable Customers to use the System and to properly debit and credit Client's Bank Account. Transmissions will occur on Processing Days. 2.4. Records. FirsTech will maintain records of the transactions processed under each Services Schedule for twelve (12)months after processing. 2.5. Centralized Return Items. FirsTech will provide for a customized endorsement to be printed on each Customer Payment made by check. This endorsement will direct banks to forward Return Items to a centralized location for processing by FirsTech. 3. Client Obligations 3.1. Policies and Procedures. Client will comply with any policies and procedures provided by FirsTech from time to time in connection with the Services. 3.2. Client Representatives. Client will provide designated personnel to work with FirsTech personnel to address questions or concerns that may arise from time to time. 3.3. Information. Client will cooperate with FirsTech in providing information necessary for FirsTech to perform its obligations under each applicable Services Schedule. 3.4. Exclusive Provider. Unless otherwise indicated on a Service Schedule, FirsTech will be the exclusive provider of the applicable Services to Customer. 3.5. Third Party Terms. As part of providing the Services and the Payment System, FirsTech may include Third Party Software and Services. Any Third Party Software and Services will be subject to any additional third party terms outlined in a Services Schedule. 3.6. Service Fees. All Service Fees must be paid in accordance with the applicable Services Schedule. Service Fees or the termination fee described in Section 4.3 that are not paid by their applicable due date will bear interest at the rate of 1.5%per month or the greatest amount permitted by applicable law. Client will reimburse FirsTech for all costs of collection including any attorney fees or collection agency fees. If not otherwise specified on a Services Schedule, monthly Service Fees shall be invoiced to Client in a mailed monthly statement on or around the 5"'day of the subsequent month. Such charges are due and payable within thirty(30)days from the date of invoice. Invoices not paid within sixty(60)days from the date of invoice will be automatically debited by FirsTech from Client's Bank Account following at least five(5)days'notice from FirsTech to Client. If Client reasonably and in good faith disputes a Service Fee due to an error in calculation,Client will notify FirsTech of such error within five(5)days of the date of the applicable invoice and will pay all undisputed amounts. The parties will use good faith efforts to resolve any disputed amount within five(5)days of FirsTech's receipt of notice of such good faith dispute. 3.7. Processors. Client recognizes that FirsTech may utilize certain financial institutions and other nationally recognized debit and credit card networks CProcessors'� in connection with providing the Services and that each Processor's systems, rules and fees are outside the control of the FirsTech. Client agrees to abide by the rules of such Processors as they apply to the Services. Further,if FirsTech receives a compliance notice from any Processor, the parties agree to use reasonable best efforts to resolve such compliance issue as required by such Processor in order to avoid or mitigate any potential fines thereunder. FirsTech has the right to modify service procedures or fees set forth in any Services Schedule. 3.8. NACHA Compliance. Client agrees (a) that all ACH entries originated are the result of bona fide business transactions between Client and its Customers and no such entries are, directly or indirectly,for the benefit of any third party whether in a service bureau or other context;(b)that it will be considered the originator of ACH transactions,as defined by the NACHA Rules, submitted hereunder; (c)to be bound by and comply with all of the NACHA Rules;and(d)that ACH entries may not be initiated that violate any applicable laws. 3.9. Changes. FirsTech may modify the Service Fees and/or the Services as a result of changes in Processor fees or Processor policies and procedures. Any such modification will be preceded by written notice from FirsTech at least 30 days prior to such change. Client may request changes to the Payment System in order to increase transaction volume or improve Customer experience. Implementation of such changes, the timeline of such changes,and any required fees are in the sole discretion of FirsTech. Master Services Agreement -3-