Mudflap Card Addendum and Amendment to Master Services Agreement
This Mudflap Card Addendum and Amendment (“Addendum”) to that certain Master Services Agreement (the “MSA”) between Mudflap, Inc. (“Mudflap”) and the entity signing below (“Merchant”) (each of Mudflap and Merchant a “Party” and collectively, the “Parties”) is effective as of the date counter-signed by Merchant below and submitted to Mudflap.
Mudflap and Merchant desire to expand the Services provided pursuant to the MSA to include Merchant’s participation in a Visa branded payment card (the “Mudflap Card”) program for which Mudflap is the program manager (the “Mudflap Card Program”). Further, the Parties wish to amend the MSA to incorporate certain additional terms.
The Parties hereby agree to supplement and amend the MSA as follows:
- General. Capitalized terms not otherwise defined in this Addendum will have the meanings assigned to such terms in the MSA. Except as expressly amended in this Addendum, the terms of the MSA continue unchanged and remain in full force and effect. In the event of a conflict between the terms of this Addendum and the MSA, the terms of this Addendum will take precedence. Merchant represents and warrants that the person signing this Addendum on behalf of Merchant is authorized to sign the Addendum and bind Merchant to its terms.
- Overview. Mudflap will operate the Mudflap Card Program, and Merchant will participate in such program, on the terms and conditions set forth in this Addendum and subject to the MSA. Merchant will accept the Mudflap Card as payment tender for purchases in accordance with its agreement with its card payment processor and the rules governing Visa card transactions.
- Acknowledge Delivery of Clearing Event Data. Merchant hereby acknowledges the following information derived from Merchant’s point of sale (the “Clearing Event Data”) will be provided by Visa to Mudflap for each Mudflap Card transaction for purposes of administering the Mudflap Card Program: Number of gallons, fuel type, retail price per gallon, non-fuel amount, and line item detail for each item purchased including price, units, code, description, and such additional data as reasonably necessary for Mudflap to administer the Mudflap Card Program
- Mudflap Card Transaction Processing. The Parties acknowledge and agree that processing for Mudflap Card transactions will be governed by Merchant’s agreement with its card payment processor. Merchant is the merchant of record for Mudflap Card transactions and Mudflap will have no liability or obligations to Merchant in connection with authorizing, clearing, or settling such transactions.
- Mudflap True-Up. In connection with Merchant’s participation in the Mudflap Card Program, Merchant will owe Mudflap an amount intended to equalize the economics of the Card Program with those of the Fuel Code program (the “Mudflap True-Up”) calculated and paid in accordance with this Section 5.
a. Definitions. For purposes of this Section 5:
“Gallons” means the number of gallons of fuel for a transaction provided in the Clearing Event Data.
“Interchange Rebate” means 1%.
“Mudflap Rate” means the price that Merchant has established on the Mudflap platform reflecting the discount to be applied to sales of its fuel, expressed in dollars per gallon.
“Mudflap Rate Adjustment” means the difference between the Retail Price and the Mudflap Rate.
“Retail Price” means the retail price per gallon of fuel for the transaction as provided in the Clearing Event Data.
b. Calculation of the Mudflap True-Up. Mudflap will calculate the Mudflap True-Up for Mudflap Card transactions at Merchant Locations based on the Clearing Event Data in accordance with the following formula:
(Mudflap Rate Adjustment x # of Gallons) - (Interchange Rebate (%) x (Retail Price x # of Gallons)) = Mudflap True-Up
c. Treatment of Chargebacks and Refunds. In calculating the Mudflap True-Up, Mudflap will deduct the Mudflap True-Up attributable to those Mudflap Card transactions that have been the subject of a chargeback or refund as reflected in the applicable Mudflap Card account.
d. Payment of Mudflap True-Up.
i. Invoicing. Unless otherwise agreed in writing, Mudflap will invoice Merchant in arrears for the Mudflap True-Up based on the agreed schedule for Settlement payments established under the MSA. Mudflap will deliver the invoice to Merchant electronically via an email invoice settlement file and made available on Merchant’s dashboard on the Mudflap platform. The Mudflap True-Up is due and payable by Merchant upon posting of the invoice to Merchant’s dashboard.
ii. Payment. After sending and posting the invoice in accordance with sub-section (i), Mudflap will debit Merchant’s designated bank account for the amount of the Mudflap True-Up indicated in the invoice. Mudflap may setoff and deduct the Mudflap True-Up from any Settlement payments otherwise due to Merchant under the MSA if the Mudflap True-Up debit is returned for insufficient funds, together with any NSF fees or other costs of collection.
e. Upon request, Mudflap will provide Merchant with reasonable access from time to time to the information used to calculate the Mudflap True-Up.
- Amendment to the MSA. The Parties hereby amend the MSA by inserting the following new clause as Section 11 following existing Section 10 of the MSA:
“11. FUTURE MSA AMENDMENTS. Mudflap may in its sole discretion amend or update the MSA (each, an “MSA Amendment”) to help support future product roll outs and to better serve its customers. Mudflap will notify Merchant of each MSA Amendment via email. Merchant is responsible for ensuring that it maintains up to date email information on file with Mudflap. Merchant has 14 days from receipt of the MSA Amendment notice to decline any MSA Amendments. Declining or disputing any MSA Amendment may result in Merchant being unable to participate in certain products or, if Mudflap is unable to accommodate Merchant, Mudflap may terminate the MSA without liability.”