MAS - ACI Payments, Inc. - 47QTCA23D002S

Page 1GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

General Services Administration Federal Supply Service

Authorized Federal Supply Schedule Price List

GSA CONTRACT NUMBER: 47QTCA23D002S

GSA Schedule: GSAelibrary.gsa.gov

Online access to contract ordering information, terms and conditions, up-to-date pricing and the option to create an electronic delivery order are available through GSA Advantage!®, a menu-driven database system. The internet address for GSA Advantage!® is: GSAAdvantage.gov.

Multiple Award Schedule FSC Class: DG10, DA01, 7A21

FSC Group: Information Technology

For more information on ordering from Federal Supply Schedules, visit the GSA Schedules page at GSA.gov.

CONTRACT PERIOD December 16, 2022 - December 15, 2027

CONTRACTOR ACI Payments, Inc.

ADDRESS 177 Technology Pkwy., Auburn, Alabama 36830-0502

PHONE 703-624-8907

FAX 334-321-7285

WEBSITE https://www.aciworldwide.com/

BUSINESS SIZE Other than small business

CONTRACT ADMINISTRATION Dean Fees, Sr. Customer Success Manager dean.fees@aciworldwide.com; 703-799-5907

About

ACI Payments, Inc.

ACI Payments, Inc. has been a leading provider of digital payment solutions for the IRS since 1999, as well as state agencies, municipalities, colleges and universities nationwide. Our services include payments acceptance and processing of credit and debit cards, eChecks, alternative payment methods (PayPal, Venmo, Apple Pay, Google Pay) and cash payments.

Our proven, secure and scalable fraud and risk management tools (digital identity authentication and transaction scoring) enable federal, state and local government agencies to manage fraud and risk. And our native smartphone Apple Wallet and Google Wallet passes help transform the entire digital real-time payments and self-service experiences.

ACI Payments, Inc. supports all payment channels including online, mobile, digital wallet, IVR, in-person and recurring for payments in taxes, services, fees, fines, tuition and more, as well as disbursements (benefit payments, vendors).

https://www.gsaelibrary.gsa.gov/ElibMain/contractorInfo.do?contractNumber=47QTCA23D002S&contractorName=ACI+PAYMENTS%2C+INC.&executeQuery=YES http://GSAAdvantage.gov https://www.gsa.gov/ https://www.aciworldwide.com/ mailto:dean.fees%40aciworldwide.com?subject=

Page 2GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

CUSTOMER INFORMATION

3. Minimum Order $100

5. Point(s) of Production Same as company address

6. Discount From List Prices Government net prices (discounts already deducted)

7. Quantity Discounts Varies by product line, see pricing schedule below for details

10a. Time of Delivery 30 days after receipt of order

10b. Expedited Delivery Contact contractor

10c. Overnight and 2-Day Delivery Contact contractor

10d. Urgent Requirements Contact contractor

11. F.O.B. Point(s) Destination

12a. Ordering Address(es) Same as company address

13. Payment Address(es) Same as company address

15. Export Packing Charges Not applicable

Page 3GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

CUSTOMER INFORMATION

17. Terms and Conditions of Installation Not applicable

18b. Terms and Conditions (for other services) Not applicable

19. List of Service and Distribution Points Not applicable

20. List of Participating Dealers Not applicable

21. Preventive Maintenance Not applicable

23. Unique Entity Identifier (UEI) Number EJFZSCCEKT36

Service Contract Labor Standards: The Service Contract Labor Standards (SCLS), formerly known as the Service Contract Act (SCA), is applicable to this contract as it applies to the entire Multiple Award Schedule (MAS) and all services provided. While no specific labor categories have been identified as being subject to SCLS/SCA due to exemptions for professional employees (FAR 22.1101, 22.1102 and 29 CRF 541.300), this contract still maintains the provisions and protections for SCLS/SCA eligible labor categories. If and/or when the contractor adds SCLS/SCA labor categories to the contract through the modification process, the contractor must inform the contracting officer and establish a SCLS/SCA matrix identifying the GSA labor category titles, the occupational code, SCLS/SCA labor category titles and the applicable WD number. Failure to do so may result in cancellation of the contract.

http://www.Section508.gov/

Page 4GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

SIN Manufacturer Part Number Product Name Product Description Price w/ IFF Quantity/Volume

Discounts

54151ECOM ACI-001 Credit card software

Software to accept, process and settle customer credit card payments (primarily on bills of Individuals). Variety of cards used today is extension including cash back, travel, commercial/business, consumer and rewards, to name a few.

In all cases, interchange, fees, dues and assessments (costs) are set by the issuing bank and credit card companies. These costs vary based on the card being used and can be as high as 2.95%.

2.96% + $0.35 10,000/Month 2.85% +$0.35

54151ECOM ACI-002 Debit card software

Software to accept, process and settle customer credit card payments (primarily on bills of Individuals). Variety of cards used today is extension including cash back, travel, commercial/business, consumer and rewards, to name a few.

In all cases, interchange, fees, dues and assessments (costs) are set by the issuing bank and credit card companies. These costs vary based on the card being used and can be as high as 2.95%.

2.96% + $0.35 10,000/Month 2.85% +$0.35

54151ECOM ACI-003 Credit and debit card software

Software to accept, process and settle customer credit card payments (primarily on bills of Individuals). Variety of cards used today is extension including cash back, travel, commercial/business, consumer and rewards, to name a few.

In all cases, interchange, fees, dues and assessments (costs) are set by the issuing bank and credit card companies. These costs vary based on the card being used and can be as high as 2.95%.

2.96% + $0.35 10,000/Month 2.85% +$0.35

54151ECOM ACI-004 eCheck/ACH software

Software to accept, process and settle customer eCheck/ACH payments. The fee covers transactions up to $125,000.

An amount over $125,000 would need to be broken into multiple transactions/ payments and will be assessed the fixed fee amount of $3.00.

$2.9320 10,000/Month $2.50

54151ECOM ACI-005 Disbursements — ACH software

Software to disburse funds from agency's bank account to recipient's bank account via ACH with standard timing.

$0.2368 Monthly Volume:

25,001 – 75,000 $0.22 Per Transaction

75,001 – 150,000 $0.20 Per Transaction

150,001 – 250,000 $0.18 Per Transaction

250,001 + $0.14 Per Transaction

PRICE LIST

Page 5GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

Part Number Product Name Product Description Price w/ IFF Quantity/Volume

Discounts

54151ECOM ACI-006 Disbursements

— ACH same day software

Software to disburse funds from agency's bank account to recipient's bank account via ACH on same day.

$0.4836 Monthly Volume:

25,001 – 75,000 $0.47 Per Transaction

75,001 – 150,000 $0.44 Per Transaction

150,001 – 250,000 $0.38 Per Transaction

250,001 + $0.36 Per Transaction

54151ECOM ACI-007 Disbursements — push to debit card

Software to disburse funds from agency's bank account to recipient’s debit card

$0.9874 Monthly Volume:

25,001 – 75,000 $0.97 Per Transaction

75,001 – 150,000 $0.92 Per Transaction

150,001 – 250,000 $0.87 Per Transaction

250,001 + $0.85 Per Transaction

54151ECOM ACI-008 Disbursements

— prepaid card (virtual) software

Software to disburse funds from agency's bank account to recipient's virtual prepaid card

3.06% Monthly Volume:

25,001 – 75,000 2.9% Load Fee Per Transaction

75,001 – 150,000 2.8% Load Fee Per Transaction

150,001 – 250,000 2.65% Load Fee Per Transaction

250,001 + 2.4% Load Fee Per Transaction

54151ECOM ACI-009 Disbursements

— prepaid card (physical) software

Software to disburse funds from agency's bank account to recipient's physical prepaid card

$4.31 + 1.44% Monthly Volume:

25,001 – 75,000 $4.00 Plus 1.45% Load Fee Per Transaction

75,001 – 150,000 $3.80 Plus 1.40% Load Fee Per Transaction

150,001 – 250,000 $3.60 Plus 1.375% Load Fee Per Transaction

250,001 + $3.50 Plus 1.35% Load Fee Per Transaction

Page 6GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

Part Number Product Name Product Description Price w/ IFF Quantity/Volume

Discounts

54151ECOM ACI-010 Disbursements — PayPal domestic software

Software to disburse funds from agency's bank account to recipient's PayPal account in U.S.

$1.1839 Monthly Volume:

25,001 – 75,000 $1.00 Per Transaction

75,001 – 150,000 $0.90 Per Transaction

150,001 – 250,000 $0.80 Per Transaction

250,001 + $0.65 Per Transaction

54151ECOM ACI-011 Disbursements — Venmo domestic software

Software to disburse funds from agency's bank account to recipient's Venmo account in U.S.

$1.1839 Monthly Volume:

25,001 – 75,000 $1.00 Per Transaction

75,001 – 150,000 $0.90 Per Transaction

150,001 – 250,000 $0.80 Per Transaction

250,001 + $0.65 Per Transaction

54151ECOM ACI-012 Disbursements — to cash

Software to disburse funds to customer in cash

$8.7053 Monthly Volume:

25,001 – 75,000 $8.50 Per Transaction

75,001 – 150,000 $8.25 Per Transaction

150,001 – 250,000 $8.15 Per Transaction

250,001 + $8.00 Per Transaction

54151ECOM ACI-013 ACI® moBills™ Digital Wallet software

Software to issue, manage and send push notifications to a pass stored in Apple and Google digital wallets on smartphones.

Notifications can be automated or manually sent to a select grouping of customers or an entire database. Pricing is per pass issued and per message sent.

$0.1390 Number of Monthly Subscriptions:

5001 - 20000 $0.12 Per Monthly Subscription

20001 - 50000 $0.11 Per Monthly Subscription

50001 - 100000 $0.09 Per Monthly Subscription

100001 - 100000000 $0.08 Per Monthly Subscription

Page 7GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

Part Number Product Name Product Description Price w/ IFF Quantity/Volume

Discounts

54151ECOM ACI-017 Expand ACI moBills Digital Wallet

Software to issue, capture and display tags, license (other than state issued driver’s license) or documents (referred to as passes) in the native Apple and Google Wallets on all smartphones. Provides real-time updates, push notifications, SSO (single sign on), deep link capabilities and electronic bill presentment and payment (EBPP). Pricing is per pass per year.

$0.7557 Tag/License Per Year:

25,001 – 75,000 $0.65 Per Item Per Year

75,001 – 150,000 $0.55 Per Item Per Year

150,001 – 250,000 $0.45 Per Item Per Year

250,001 + $0.35 Per Item Per Year

511210 ACI-PRM Term software for ACI® Proactive Risk Manager™

Term software license for 12 months for ACI Proactive Risk Manager, a risk management solution that can recognize existing patterns of cardholder, account and merchant fraud activity, as well as react appropriately to new patterns of fraud. The license covers customers up to 1,200,000,000 transactions.

$1,306,863 50% discount for a quantity of 2 licenses or greater

511210 ACI-PRM-R Term software for ACI Proactive Risk Manager

Renewal term software license for year 2 for ACI Proactive Risk Manager, a risk management solution that can recognize existing patterns of cardholder, account and merchant fraud activity, as well as react appropriately to new patterns of fraud. The license covers customers up to 1,200,000,000 transactions.

$942,356 50% discount for a quantity of 2 licenses or greater

54151 ACI-PRM-M Software maintenance for ACI Proactive Risk Manager

Software maintenance for ACI Proactive Risk Manager, billed monthly.

$10,992 50% discount for a quantity of 2 licenses or greater

©2023 ACI Payments, Inc.

Page 8GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

This ACI Services Master Agreement D-****** (the “Master Agreement”) is between ACI PAYMENTS, INC. (“ACI”), having its primary location at 6060 Coventry Drive, Elkhorn, Nebraska 68022 and the Ordering Activity under GSA Schedule contracts identified in the Purchase Order, Statement of Work, or similar document (“Customer” or “the Government”) as set forth below.

ACI and Customer are each a “Party” to this Master Agreement.

ACI SERVICES MASTER AGREEMENT D-******

(FOR GOVERNMENT USE)

By signing this Master Agreement, Customer certifies that the information herein is complete and accurate and agrees to the Terms and Conditions attached hereto. This Master Agreement is effective on the date of the last party signs the signature blocks below (the “Effective Date”) and Purchase Orders, Statements of Work, Schedules, or similar documents will be effective as of the date set forth in the Purchase Order, Statement of Work, Schedule or similar document.

(“Customer”)

By:

(signature required)

Name:

(print name)

Title:

Date:

ACI PAYMENTS, INC. (“ACI”)

By:

(signature required)

Name:

(print name)

Title:

Date:

1. Legal Name of Customer: Contact (person signing contract):

DBA: Title:

2. Street Address: Floor/Suite:

City: State: Zip Code:

Telephone: Fax:

Page 9GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

1. Agreement Structure. The Parties, or any Affiliate of either Party, may contract for services by executing a Schedule. An “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.

Each fully executed service schedule (“Schedule”) shall be deemed to incorporate by reference all of the terms and conditions of this Master Agreement and shall constitute a separate and binding contract between the signatories to the Schedule and, by executing a Schedule, an Affiliate agrees to be bound by the terms of this Master Agreement. Each of ACI and Customer is responsible for any breach of this Master Agreement or any Schedule by its Affiliates and, in such case, an ACI Affiliate shall be deemed to be “ACI” and a “Party” for purposes of this Master Agreement and a Customer Affiliate shall be deemed to be “Customer” and a “Party” for purposes of this Master Agreement. In the event there are any conflicts or any inconsistencies between the terms and conditions of any Schedule and the terms and conditions of this Master Agreement, the terms and conditions of the Schedule shall govern. ACI will provide the professional service (the “Professional Services”) and technological services (the “Application Services”) to Customer as described in the applicable Schedule (the Professional Services and Application Services are collectively referred to herein as the “Services”).

2. Use of Services. ACI hereby grants to Customer, and Customer hereby accepts, for internal business purposes only, a nonexclusive, non-transferable (except as otherwise may be provided in Section 28 of this Agreement) right and license to use the Services for its internal operations and for providing services to its End Users (as this term is defined in the Service Schedule) in accordance with this Master Agreement and the applicable Schedule. Unless expressly authorized by the Schedule, Customer will not offer or utilize the Services for any third party, including, but not limited to, any downstream correspondents, except as permitted by this Master Agreement and except for third party service providers under a contractual relationship with Customer in connection with the servicing by Customer of its End Users. Further, except as may be permitted in a Schedule, Customer shall not and shall not authorize or permit any third party to: (i) reproduce, translate, or otherwise copy, enhance, add to, or modify the software used to provide the Services; (ii) reverse assemble or de-compile the software used to provide the Services; (iii) develop any computer software system, subsystem or module that incorporates or otherwise uses elements of the software used to provide the Services; or (iv) otherwise access the software used to provide the Services for any purpose; in each case without the prior written authorization of ACI, such authorization to be exercised in the sole discretion of ACI.

3. Security. ACI shall at all times during the Term of this Master Agreement implement and maintain commercially reasonable security precautions in accordance with the Security Addendum attached hereto as Exhibit A.

4. Use of Marks. ACI hereby grants the nonexclusive right to use the ACI’s trademarks, service marks and logos (collectively, “Marks”) to the Customer for the limited purpose of advertising and promoting the Application Services; provided, however, Customer shall obtain ACI’s written consent prior to any such use. Customer agrees the license to ACI’s Marks or other intellectual property shall not confer any proprietary right thereto in any manner, and Customer agrees to cease all use of ACI’s Marks and other intellectual property immediately upon termination of this Master Agreement.

5. Payments and Billing.

a. Items Accepted. Payment shall be made for Services accepted by the Customer as set forth in this Master Agreement.

b. Prompt Payment. The Customer will make payment in accordance with the Prompt Payment Act (31 U.S.C.§ 3901 et seq.) and prompt payment regulations at 5 CFR Part 1315.

c. Electronic Funds Transfer (EFT). If the Customer makes payment by EFT, see FAR 52.212-5(b) for the appropriate EFT clause.

d. Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

e. Overpayments. If ACI becomes aware of a duplicate contract financing or invoice payment or that the Customer has otherwise overpaid on a contract financing or invoice payment, ACI shall—

i. Remit the overpayment amount to the payment office cited in the Master Agreement along with a description of the overpayment including the- (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) Affected contract number and delivery order number, if applicable; (C) Affected line item or subline item, if applicable; and (D) ACI point of contact.

ii. Provide a copy of the remittance and supporting documentation to the Contracting Officer.

f. Interest.

i. All amounts that become payable by ACI to the Customer under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. § 7109, which is applicable to the period in which the amount becomes due, as provided in Section 5(i), and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.By signing this Master Agreement, Customer certifies that the information herein is complete and accurate and agrees to the

ACI SERVICES MASTER AGREEMENT

TERMS AND CONDITIONS

Page 10GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

Terms and Conditions attached hereto. This Master Agreement is effective on the date of the last party signs the signature blocks below (the “Effective Date”) and Purchase Orders, Statements of Work, Schedules, or similar documents will be effective as of the date set forth in the Purchase Order, Statement of Work, Schedule or similar document.

ii. The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this Master Agreement.

iii. The Customer may issue a demand for payment to ACI upon finding a debt is due under the contract.

g. Final Decisions. The Contracting Officer will issue a final decision as required by FAR 33.211 if:

i. The Contracting Officer and ACI are unable to reach agreement on the existence or amount of a debt within 30 days;

ii. ACI fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because ACI has requested an installment payment agreement; or

iii. ACI requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR 32.607-2).

h. Demand for Payment. If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

i. Due Dates. Amounts shall be due at the earliest of the following dates:

i. The date fixed under this Master Agreement.

ii. The date of the first written demand for payment, including any demand for payment resulting from a default termination.

iii. The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on the date on which the designated office receives payment from ACI; the date of issuance of a Customer check to ACI from which an amount otherwise payable has been withheld as a credit against the contract debt; or the date on which an amount withheld and applied to the contract debt would otherwise have become payable to ACI.

6. Payments and Billing. Risk of Loss. Unless the Master Agreement specifically provides otherwise, risk of loss or damage to the supplies provided under this Master Agreement shall remain with ACI until, and shall pass to the Customer upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the Customer at the destination specified in this Master Agreement, if transportation is f.o.b. destination.

7. Taxes. The Master Agreement price includes all applicable Federal, State, and local taxes and duties.

8. Termination for the Government’s Convenience. The Customer reserves the right to terminate this Master Agreement, or any part hereof, for its sole convenience. In the event of such termination, ACI shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, ACI shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges ACI can demonstrate to the satisfaction of the Customer using its standard record keeping system, have resulted from the termination. ACI shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Customer any right to audit ACI’s records. ACI shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

9. Termination for Cause. The Customer may terminate this Master Agreement, or any part hereof, for cause in the event of any default by ACI, or if ACI fails to comply with any Master Agreement terms and conditions, or fails to provide the Customer, upon request, with adequate assurances of future performance. In the event of termination for cause, the Customer shall not be liable to ACI for any amount for supplies or services not accepted, and ACI shall be liable to the Customer for any and all rights and remedies provided by law. If it is determined that the Customer improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

10. Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Customer upon acceptance, regardless of when or where the Customer takes physical possession.

11. Other Compliances. ACI shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this Master Agreement.

12. Compliance With Laws Unique to Government Contracts. ACI agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections;

49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

13. Order of Precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order as determined in FAR Clause 552.212-4(s):

a. The schedule of supplies/services.

b. The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.

Page 11GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

c. The clause at FAR 52.212-5.

d. Addenda to this solicitation or Master Agreement, including any license agreements for computer software.

e. Solicitation provisions if this is a solicitation.

f. Other paragraphs of this clause.

g. The Standard Form 1449.

h. Other documents, exhibits, and attachments.

i. The specification.

14. Unauthorized Obligations.

a. Except as stated in paragraph (b) of this clause, when any supply or service acquired under this Master Agreement is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Customer to indemnify ACI or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

i. Any such clause is unenforceable against the Customer.

ii. Neither the Customer nor any Customer authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Customer or any Customer authorized end user to such clause.

iii. Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

b. Paragraph (a) of this clause does not apply to indemnification by the Customer that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

15. Incorporation by Reference. ACI’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

16. Warranties and Disclaimer.

a. Application Services Warranty. ACI represents and warrants to and for the sole benefit of Customer that, subject to this Subsections 16.d. and 16.e (below), at all times during the term of the applicable Schedule, the Application Services shall be performed in all material respects with the specifications set forth in the technical documentation for the Application Services (each such failure an “Application Services Error”). ACI specifically does not warrant that the Application Services will satisfy, or may be customized to satisfy, all of Customer’s requirements or that the use of the Application Services will be uninterrupted or error free. The foregoing limited warranties of this Subsection 16.a are conditioned upon Customer monitoring the results of the Application Services and providing notice of Application Services Errors to ACI promptly after Customer becomes aware (or should have become aware) of such Application Services Error; and providing to ACI that information in Customer’s possession or control that may be reasonably necessary to assist ACI in resolving the Application Services Error, including information to assist ACI to recreate the Application Services Error.

b. Professional Services Warranty. ACI represents and warrants to and for the sole benefit of Customer that, subject to Subsections 16.d. and 16.e (below), any Professional Services provided by ACI shall be performed in a professional and workmanlike manner by personnel reasonably qualified by experience and education to perform such Professional Services and substantially in accordance with the applicable Schedule. If ACI fails to perform the Professional Services as warranted and Customer reports such failure to ACI within ten (10) days after completion of such Professional Services, then ACI shall, at its expense, re-perform the Professional Services.

The foregoing is Customer’s sole and exclusive remedy and ACI’s sole liability for breach of the limited warranty in this Subsection 16.b (“Professional Services Warranty”).

c. Authority. Each Party hereby represents and warrants to the other Party as follows: (a) such Party is an entity duly formed, organized and existing in good standing in such Party’s state of formation; (b) such Party has full power and all requisite legal and entity authority to enter into this Agreement, the Attachments and the Service Schedules; and (c) such Party’s execution, delivery, and performance of this Agreement and the Schedules shall not constitute (i) a violation of any judgment, order, or decree; (ii) a material default under any material contract by which such Party or any of its material assets are bound; or (iii) an event that would, with notice or lapse of time, or both, constitute such a default.

d. Exclusions. ACI shall have no obligation under this Agreement or any Service Schedule to correct, and ACI makes no warranty with respect to, errors caused by or related to: (i) Customer’s negligence, (ii) Customer’s use of the Application Services in a manner inconsistent with the technical documentation associated with the Application Services, this Agreement, or the applicable Schedule;

(iii) Customer’s modification or other change of the Application Services, (iv) the failure of data supplied by Customer to conform to the applicable formats of ACI, (iv) failure or breakdowns of Customer’s technological systems, (v) failures or errors by Customer’s operators; or (vi) any other cause not inherent in the Application Services. Under such circumstances, ACI shall have the right to charge Customer for Services on a time-and-materials basis at its then-current rates and for any ACI Expenses.

Page 12GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

e. Disclaimer. THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA MULTIPLE AWARD SCHEDULE (MAS) CONTRACT UNDER FAR 52.212-4(O). IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109. OTHER THAN AS EXPRESSLY SET FORTH IN THIS 16, NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OR ORAL OR WRITTEN, TO THE OTHER PARTY OR ANY THIRD PARTY WITH RESPECT TO THE APPLICATION SERVICES AND ANY SERVICES PROVIDED UNDER THIS AGREEMENT, ANY ATTACHMENT

OR SERVICE SCHEDULE. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED

WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY AGAINST INFRINGEMENT, AND IMPLIED WARRANTY OF FITNESS FOR A

PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

17. Intentionally Omitted.

18. Compliance With Laws. Customer shall comply (and shall cause its employees, agents, and subcontractors to comply) with all laws, orders, rules and regulations applicable to Customer’s business and the payments to be made by Customer’s End Users as contemplated hereby, including but not limited to: (a) the Fair Debt Collection Practices Act and any applicable debt collection regulations or statutes set forth under state or local law, (b) the Electronic Fund Transfer Act and its implementing rules and regulations of the Federal Reserve Board and Regulation E, and (c) privacy laws, orders, rules and regulations. Customer shall also comply (and shall cause its employees, agents, and subcontractors to comply) with the rules and regulations established by NACHA, any card association, and any Network Rules, including those with respect to the use of On-line PIN-less Debit. Provided Customer shall comply with the foregoing, the Services shall comply with all laws, orders rules and regulations applicable to ACI’s payment processing business. Customer represents and warrants that all information disclosed to ACI in connection with this Master Agreement for Services, is true, accurate and complete. This representation and warranty shall be deemed an ongoing representation and warranty from Customer. Customer shall provide ACI with initial and on-going due diligence documentation and information that may be requested by ACI from time to time.

19. Limitation of Liability. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence;

(2) for fraud; or (3) for any other matter for which liability cannot be excluded by law. Under no circumstances will ACI and its affiliates or any of its directors, officers, employees, agents or subcontractors be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, indirect, incidental, special, consequential, exemplary, incidental, or punitive damages, each of which is hereby excluded by agreement of the Parties regardless of whether such damages were foreseeable or whether ACI or any entity has been advised of the possibility of such damages. Notwithstanding anything in this Master Agreement to the contrary, ACI’s cumulative liability for all claims including expenses, damages or indemnity obligations arising out of this Master Agreement, shall not exceed the lesser of:

(a) Customer’s direct actual damages or the most recent six (6) months’ fees received by ACI, or (b) in the case of a claim involving an End User of Customer, a refund of the service fee paid in connection with the affected transaction. THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733. FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMENT –

FAILURE TO PROVIDE ACCURATE INFORMATION).

20. Confidential Information. “Confidential Information” means all proprietary or confidential information of the Customer which is (i) designated in writing as such, (ii) by nature of the circumstances surrounding the disclosures in good faith ought to be treated as proprietary or confidential, (iii) information that is imparted orally to ACI that, at the time of imparting, is orally designated as confidential,

(iv) all software, documentation and deliverables, and (v) the electronic data, files, and records of End Users (“Customer Data”) received, processed, or stored by ACI as a part of the Application Services. Confidential Information does not include information which: (i) was already known to ACI at the time of disclosure by Customer, and ACI was under no obligation of confidentiality with respect to such information; (ii) is disclosed to ACI by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of ACI has become, generally available to the public; or (iv) is independently developed by ACI without access to, or use of, Customer’s Confidential Information. When the end user is the Federal Government, neither this Agreement nor the pricing terms are confidential information notwithstanding any such markings. ACI agrees to treat as confidential all Confidential Information received from Customer regarding the Services using the same degree of care it uses to protect its own Confidential Information of similar type, but in no event less than reasonable care. ACI agrees to use Customer’s Confidential Information solely for the purposes of performing its obligations under this Master Agreement and Schedules or in connection with any other potential business transactions contemplated by the Parties including discussions and negotiations of any other agreements and shall disclose such Confidential Information only as specifically authorized in this Master Agreement or any Schedule. ACI shall not disclose Confidential Information except to its employees, consultants or any third party having a legitimate business purpose with respect to this Master Agreement and any Schedules and having a need to know such Confidential Information. Prior to permitting access to the Confidential Information, ACI shall inform such employees, consultants or any third party of the confidential nature of the information and shall execute written agreements with its consultants or other third parties containing confidentiality restrictions at least as restrictive as those in this Agreement. ACI will be responsible for any breach of such confidentiality obligations by any third party with whom it shares Customer’s Confidential Information. ACI shall be allowed to disclose Confidential Information of Customer to the extent that such disclosure is (a) approved in writing by Customer, (b) necessary for ACI to enforce its rights under this Master Agreement, Schedules, Exhibits and in connection with a legal proceeding; or (c) required by law (including but not limited to applicable laws governing access to public records) or by the order of a court or similar judicial or administrative

Page 13GSA Contract #: 47QTCA23D002S | Effective: 12/16/22 body, provided that, to the extent it is legally permitted to do so, ACI notifies Customer of such required disclosure promptly and in writing and cooperates with Customer at Customer’s reasonable request and expense in any lawful action to contest or limit the scope of such required disclosure. ACI recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by ACI.

21. Term and Termination. This Master Agreement shall be in effect from the Effective Date and shall continue until the end of the term of the last Schedule or until terminated in accordance with the provisions set forth in this Master Agreement. A Schedule shall be in effect from the effective date of such Schedule (as defined in the Schedule) and shall continue for the term specified in such Schedule or until terminated in accordance with the Schedule or this Master Agreement. Termination of this Agreement will be governed by FAR 52.212-4 and the Contract Disputes Act, 41 U.S.C. §§ 601-613.

22. Invoices. ACI shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in this Master Agreement to receive invoices. An invoice must include the information specified in FAR 52.212-4(g).

23. Force Majeure. Excusable delays shall be governed by FAR 52.212-4(f).

24. Governing Law. This Master Agreement shall be governed by and construed in accordance with United States Federal law.

25. Notices. All notices required to be given under this Master Agreement shall be in writing and shall be deemed given if sent and delivered by a nationally recognized courier service with delivery tracking addressed to the Party pursuant to this Section 28. Notice sent to Customer should be sent to the attention of the [ ] at the address specified on the first page of this Master Agreement. Notice sent to ACI should be sent to: ACI Payments, Inc., Attn: Contract Administration, 6060 Coventry Drive, Omaha, Nebraska 68022. Either Party may specify another address or addresses for notices required by this Master Agreement by delivering written notice to the other Party pursuant to this Section.

26. Assignment. Customer may not assign or otherwise transfer its rights and obligations pursuant to this Master Agreement without ACI’s prior written consent. ACI may assign its rights to receive payment due under this Master Agreement to a bank, trust company, or other financing institution including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727).

27. Compliance With Export Controls. Customer will not export, re-export, divert, transfer, or disclose, directly or indirectly, or allow the use of, any Application Services or Documentation, or any direct product thereof in violation of applicable United States export control requirements. Without limiting the generality of the immediately preceding sentence, Customer will not (i) re-export the Application Services or Documentation to, or allow the use of the Application Services or Documentation by, an unauthorized or prohibited destination;

(ii) transfer the Application Services or Documentation to, or allow the use of the Application Services or Documentation by, any person or firm listed on the United States government’s lists of prohibited and restricted parties; or (iii) transfer, use or permit or authorize the use of the Application Services or Documentation in any unauthorized end-use (i.e. activities related to the proliferation of weapons of mass destruction).

28. Disputes. This Master Agreement is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the Parties to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Parties shall proceed diligently with performance of this Master Agreement, pending final resolution of any dispute arising under the Master Agreement.

29. Other. The terms of this Master Agreement, the attached Schedules, and any other addenda or document incorporated herein constitute the entire Master Agreement between the Parties, including any attached addenda and any previous or contemporaneous understanding is merged herein. This Master Agreement may not be amended or modified except in a writing that is signed by both Parties. Email exchanges between the parties do not constitute an amendment to the Master Agreement. A Party’s waiver of a breach of any term or condition of this Master Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition. Captions are included for convenience only and have no substantive significance.

30. Survival. The provisions of Sections 2, 5, 20, 22, 23, 27, and 34 of this Master Agreement shall survive termination or expiration of this Master Agreement.

Page 14GSA Contract #: 47QTCA23D002S | Effective: 12/16/22

1. 1.0 SECURITY.

1.1. Standard. ACI shall implement and maintain a comprehensive security program which includes commercially reasonable security precautions designed to protect the security, confidentiality and integrity of Customer Data (the “Security Program”), consistent with generally accepted data processing standards in the financial services industry, including Payment Card Industry (PCI) and the standards of ISO 27001, HIPAA, NIST, FFIEC and Gramm-Leach-Bliley Act of 1999, all as applicable to ACI’s performance under the Master Agreement. The Security Program shall, among other things, include protections against unauthorized access to Customer Data, protections against loss, alteration, or corruption of Customer Data, and Security Incident response procedures.

1.1.1 PCI-DSS Compliance. In the performance of the Master

Agreement during which ACI will accept, store, use, process, transmit or have access to payment account, cardholder or transaction data belonging to Customer, ACI shall comply with the Payment Card Industry Data Security Standard (“PCI-DSS”), as set forth at https://www.pcisecuritystandards.org/ and as may be updated from time to time by the Payment Card Industry Security Standards Council.

1.2. SSAE Audit. ACI will perform, at its expense, a SSAE 18

(Statement of Standards for Attestation Engagements No. 18) – SOC1 and SOC2 at least once per year covering the Application Services in scope.

1.3. Compliance Assurance Package. Upon reasonable advance

written request by Customer not more than once each calendar year, ACI will provide—at no additional cost to Customer— documentation verifying ACI’s compliance with this Security Addendum as applicable to the Application Services (the “Compliance Assurance Package”). The Compliance Assurance Package may, as applicable to the Application Services, include the following documents (or the then current replacement versions): (a) ISO 27001 Certification; (b) an Attestation of Compliance certifying ACI’s compliance with PCI-DSS; (c) a Statement of Standards for Attestation Engagements No. 18 (SSAE18) SOC II Type II report; and (d) a Standardized Information Gathering Questionnaire from Shared Assessments (or another industry standard organization ACI may reasonably select).

1.4. Security Audit. Not more than once per calendar year during the Term of this Agreement, ACI will allow Customer to validate ACI’s compliance with this Security Addendum by performing a Security Audit (as defined below), provided that Customer satisfies the following conditions: (a) if Customer’s employees conduct the Security Audit, such employees acknowledge the confidentiality requirements in this Agreement; (b) if Customer retains a third party to conduct a Security Audit on behalf of Customer, the third party is approved by ACI, in its sole discretion, and the third party agrees to confidentiality protections at least as restrictive as those included in this Agreement; (c) Customer provides notice of its desire for a Security Audit at least 30 business days prior its desired completion date for the Security Audit (unless a shorter time is required by applicable law or regulation beyond Customer’s reasonable control); (d) Customer pays for any expenses incurred by ACI and ACI professional service time conducting the Security Audit at the Professional Services rate specified in the applicable Schedule (or if none, at the then-current standard rates defined in ACI’s compliance assurance program documentation).

1.4.1 Security Audit Definition. For purposes of this Agreement, the term “Security Audit” means Customer’s assessment, audit, examination, or review of ACI’s security program policies and procedures. Security Audits will be conducted remotely and use only tests of control design, except for ex-aminations of physical security and environmental controls which may be performed on site during a facility tour hosted by ACI on a date agreed upon in advance by Customer and ACI. Security Audits may include provision of written re-sponses to Customer security questionnaires with respect to information not otherwise contained in the Compliance Assurance Package. The term “Security Audit” specifically does not include, and Customer acknowledges it shall have no right to (i) use tests of control effectiveness, (ii) security or intrusion testing of ACI systems, (iii) assessment of ACI’s vendors or subcontractors, (iv) audit scope in duplication of applicable industry and regulatory audits (i.e., FFIEC, ISO 27001, PCI DSS, SSAE18), (v) physical access to secure pro-duction data center environments (raised floor).

1.4.2 Remediation of Deficiencies. ACI shall determine in its reasonable discretion those deficiencies identified in a Security Assessment that it will remediate and will establish a reasonable timeframe within which to complete such remediation.

1.5. Notification of a Security Incident. For purposes of the Master Agreement a “Security Incident” shall be any event where (a) a person or device has gained unauthorized access to, or may imminently gain unauthorized access to, Customer Data within ACI’s control or (b) any person or device has gained unauthorized access to the Data Center and such unauthorized access may, in ACI’s reasonable judgment, materially affect Customer Data within ACI’s control.