Is a Circle K franchisee required to participate in TMC's Credit Card Program?

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This Credit Network Agreement (the "Agreement") is made and entered into as of the Effective Date (as set forth on the signature page hereto) and is by and between TMC Franchise Corporation ("TMC") and _______________________ ("Purchaser"). All capitalized terms not defined in this Agreement will have the meanings ascribed to them in the Underlying Agreement (defined below).

• 1. TMC's Credit Card Program. Purchaser agrees to participate fully in and comply with the terms and conditions of TMC's program regarding acceptance and processing of payments in connection with customer purchases of products and services of the Circle K Business using credit cards, debit cards, stored value cards and all other types of transaction payment cards that have been approved by TMC or its affiliates from time to time, as such program may be modified from time to time by TMC or its affiliates (the "Credit Card Program"). For the purposes of this Agreement, the terms "credit card" or "credit cards" will mean and include, where applicable, the credit cards, debit cards, stored value cards and all other types of transaction payment cards that have been approved by TMC or its affiliates from time to time under the Credit Card Program. Purchaser will immediately forward all customer applications for Circle K®-branded credit cards to TMC for approval and card issuance by TMC or its designee ("Circle K® credit cards"). The termination or expiration of this Agreement will automatically terminate all rights of Purchaser with respect to any Credit Card Program, including without limitation, all rights of Purchaser to process credit card charges with TMC or its affiliates. Purchaser's participation in any Credit Card Program will be subject to all of the terms and conditions established from time to time by TMC or its affiliates. Purchaser shall accept all credit cards designated by TMC and will, in addition to the terms and conditions contained in this Agreement, be fully subject to and will comply with all card agreements in force between TMC or its affiliates and VISA, MasterCard, American Express, other card issuers and/or any bank, and these card agreements are expressly incorporated herein by reference. Purchaser shall not discriminate in any manner against Circle K® credit card holders as opposed to the holders of any other credit card, such as bank credit cards, that Purchaser is authorized to accept. As used herein the term "Circle K Business" means all business conducted at the Premises (as defined below) under the Circle K trademarks and business system.
• 1. Term. This Agreement shall be effective commencing on the Effective Date and, except as set forth in paragraph 6 below, shall remain in effect for the same term (including any extensions thereof) as (a) the CIRCLE K® Convenience Store Franchise Agreement between TMC and Purchaser for the operation of the Circle K Business at the Premises, if no motor fuel is offered for sale to the public at the Premises (as defined below) or (b) the Circle K® Motor Fuel Agreement or Circle K® Branding Agreement, as applicable, between TMC and Purchaser, for the sale of Circle K-branded motor fuel at the Premises. The Convenience Store Franchise Agreement, the Motor Fuel Agreement or the Branding Agreement pursuant to which this Agreement was executed by the parties shall be referred to herein as the "Underlying Agreement".
  • 1. Purchase and Use of Equipment; Network Fees.
    • (a) Purchaser shall purchase the approved credit and debit card electronic credit

authorization terminals and related peripheral equipment (the "Equipment") from TMC or its designee and shall pay for the installation of the credit authorization terminals, by an installer selected by TMC, at the Premises. The Equipment will be sold to Purchaser at the prices and on the terms established by TMC or its designee from time to time. Within 30 days after receiving written notice from TMC, Purchaser shall install all updated credit and debit card equipment for the Circle K® Credit Card Program specified by TMC in writing. As part of the Equipment, TMC may provide Purchaser with certain proprietary or third-party software or firmware and access to TMC's network (the "TMC Network"). Purchaser understands and agrees that, in connection with its use of the Equipment and the TMC Network, Purchaser must comply with TMC's instructions and guidelines from time to time communicated to Purchaser hereunder, whether communicated in written or electronic form (such guidelines and instructions referred to collectively as the "Card Guide"), and failure by Purchaser to comply with the Card Guide constitutes a default under this Agreement.

• (b) Purchaser understands that the Equipment may include software that is proprietary to TMC or a designated third-party supplier, and Purchaser has no right, title, or ownership interest in such software and agrees that it will neither attempt to copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of such software, nor will Purchaser attempt to place any lien or other encumbrance on or sell any Equipment. Any lien, other encumbrance or sale by Purchaser of any such Equipment shall be void.
• (c) TMC MAKES NO EXPRESS OR IMPLIED WARRANTIES AS TO THE CAPABILITY, EFFICIENCY, PERFORMANCE, OR FITNESS FOR PARTICULAR PURPOSE OF THE TMC NETWORK, THE SALES TRANSACTION AUTHORIZATION SERVICE, CONNECTION TO THE TMC NETWORK, ITS SALES TRANSACTION DATA CAPTURE SERVICE OR ANY CREDIT/DEBIT EQUIPMENT PROVIDED HEREUNDER, IF ANY. TMC WILL NOT BE LIABLE TO PURCHASER IN CONTRACT OR IN TORT FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, ARISING OUT OF THIS AGREEMENT.

Source: Item 22 — CONTRACTS (FDD page 100)