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Merchant agrees it may receive messages. from a Card Network, including important information about Card Network products, services, and resources available to its business. These
<br />messages may be sent to the mailing address, phone numbers, email addresses or fax numbers of Merchant. Merchant may be contacted at its wireless telephone number and the
<br />communications sent may include autodialed short message service (SMS or "text") messages or automated or prerecorded calls. Merchant agrees that it may be sent fax communications.
<br />2.16 Compliance with Card Association Rules. Merchant will comply with and conduct its Card activities in accordance with all applicable Card Association rules and regulations . Failure to
<br />comply with such rules and regulations may result in Merchant being terminated for cause and listed on various Card Association and industry databases , including the Terminated
<br />Merchant File and the Merchant Alert to Control High Risk Merchants file ("MATCH"). Merchant may not: (a) accept Cardholder payments for previous Card charges incurred at the
<br />Merchant location; (b) establish a minimums or maximum transaction amount as a condition for honoring a Card: (c) require a Cardholder to complete a postcard or similar device that
<br />includes the Cardholder's account number, card expiration date, signature, or any other card account data in plain view when mailed; (d) add any surcharge to transactions; (e) add any
<br />tax to transactions, unless applicable law expressly requires that Merchant be permitted to impose a tax (any tax amount if allowed, must be included in the transaction amount and not
<br />collected separately); (f) enter into interchange any transaction receipt for a transaction that was previously charged back to Bank and subsequently returned to Merchant , irrespective of
<br />Cardholder approval (Merchant may pursue payment from the Cardholder outside the Card Association system ); (g) request or use an account number of any purpose other than as
<br />payment for its goods or services; (h) disburse funds in the form of travelers cheques, if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from
<br />Merchant; (i) disburse funds in the form of cash. unless: (i) Merchant is a lodging or cruise line merchant disbursing cash to a Cardholder, (ii) Merchant is dispensing funds in the form of
<br />travelers cheques, Cards, or foreign currency, or (iii) Merchant is participating in the Card Association cash back service; (j) accept a Card for the purchase or scrip; (k) accept a Card for
<br />manual cash disbursement; (1) accept a Card to collect or refinance existing debt that has been deemed uncollectible by the Merchant providing the associated goods or services: or (m)
<br />enter into a Transaction that represents collection of a dishonored check. Merchant will pay all Card Association fines, fees, penalties and all other assessments or indebtedness levied by
<br />Card Associations to Bank or ETS CORPORATION which are attributable, at the Bank's or ETS CORPORATION'S discretion, to Merchant's Transaction processing or business. (n)
<br />accept a Card for an unlawful Internet gambling transaction. Merchant will pay all Card Association fines, fees, penalties and all other assessments or indebtedness levied by Card
<br />Associations to Bank or ETS CORPORATION which are attributable, at the Bank's or ETS CORPORATION'S discretion, to Merchant's Transaction processing or business.
<br />2.17 Merchant's Business. Merchant will notify Bank or ETS CORPORATION immediately if it intends to (a) transfer or sell any substantial part of its total assets, or liquidate; (b) change the
<br />basic nature of its business, including selling any products or services not related to its current business; (c) change majority ownership or transfer control of its business; (d) enter into
<br />any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's business; (e) alter in any
<br />way Merchants approved monthly volume, average, or maximum ticket; (f) changes its return policies or to another fulfillment house different from those identified in Merchant
<br />Application; or (g) changes to its Account. Merchant will notify Bank or ETS CORPORATION promptly in writing if it becomes subject to any voluntary or involuntary bankruptcy or
<br />insolvency petition or proceeding. Merchant's failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and
<br />for Bank's or ETS CORPORATION'S exercise of all its rights and remedies provided by this Agreement. If any change listed above occurs, Bank or ETS CORPORATION may
<br />immediately terminate this Agreement.
<br />2.18 Merchant's Warranties. Merchant represents and covenants that: (a) all information contained in the Merchant Application or any other documents delivered to Bank or ETS
<br />CORPORATION in connection therewith is true and complete and properly reflects Merchant's business, financial condition and principal pampers, owners or officers; (b) Merchant has
<br />power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and will not violate any provisions of law, or conflict with any other agreement to which
<br />Merchant is subject; (c) Merchant holds all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do, so; (d) there is
<br />no action, suit or proceeding at law or in equity now pending or to Merchants knowledge, threatened by or against or affecting Merchant which would substantially impair its right to
<br />carry on its business as now conducted or adversely affect its financial condition or operations ; (e) each Sales Draft presented to Bank or ETS CORPORATION for collection is genuine
<br />and is not the result of any fraudulent or prohibited Transaction or is not being deposited on behalf of any business other than Merchant as authorized by this Agreement ; (f) each Sales
<br />Draft is the result of a bona fide Card Transaction for the purchase of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft ; (g) Merchant has
<br />performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby : (h) Merchant has complied with Bank's or ETS
<br />CORPORATION'S procedures for accepting Cards, and the Card Transaction itself does not involve any element of credit for any other purposes other than as set forth in this Agreement ,
<br />and is not subject to any defense, dispute, offset or counterclaim which may be raised by any Cardholder under the Card Associations' rules, the Consumer Credit Protection Act (15 USC
<br />$1601) or other relevant state or federal statutes or regulations; and (i) any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with
<br />respect to which a Sales Draft has been accepted by Bank or ETS CORPORATION
<br />2.19 Merchant's Covenants. Merchants covenants that: (a) each Transaction Record presented to Provider for collection is genuine and is not the result of any fraudulent activity, or a
<br />Transaction prohibited by a Card Network, or is not being deposited on behalf of any busiisess other than Merchant as authorized by this Agreement; (b) each Transaction
<br />Record is the result of a bona fide purchase of goods or services from Merchant by the Cardholder in the total amount stated on the Transaction Record; (c) Merchant will
<br />perform all of its obligations to the Cardholder in connection with the Transaction evidenced thereby; (d) Merchant will comply with Providers procedures for accepting Cards,
<br />and the Transaction itself will not involve any element of credit for any other purposes other than as set forth in this Agreement, and will not be subject to any defense, dispute,
<br />offset or counterclaim which may be raised by any Cardholder under the Network Rules, the Consumer Credit Protection Act (15 USC 31601) or other Law; and any Credit
<br />Voucher which Merchant issues represents a bona fide refund or adjustment on a Transaction by Merchant with respect to which a Transaction Record has been accepted by
<br />Provider.
<br />2.20 Third Parties. Merchant may desire to use a third-parry, service provider to assist Merchant with its Transactions. Merchant shall not utilize any such third parties unless Merchant
<br />has disclosed such use to Provider previously in writing, and unless such third party is fully compliant with all Laws and Network Rules. Any third party used by Merchant
<br />nest be registered with the Card Network prior to the performance of any contracted services on behalf of Merchant. Further, as between the parties to the Agreement, Merchant
<br />will be bound by the acts and omissions of any third-party service provider and Merchant will be responsible for compliance by such third-party service provider with all Laws
<br />and Network Rules. Merchant will indemnify and hold harmless Provider from and against any loss, cost, or expense incurred in connection with or by reason of Merchant's
<br />use of any third parties, including third-party service providers. Provider is not responsible for any third-party service provider used by Merchant, nor is Provider required to
<br />process any Transaction which Provider receives from Merchant or its service providers in any fomat not approved by Provider. Provider Inas no responsibility for, and shall .
<br />have no liability to Merchant in connection with, any hardware, software or services Merchant receives subject to a direct agreement (including any sale, warranty or end-user
<br />license agreement) between Merchant and a third party.
<br />2.21 Recourse. Merchant acknowledges that ISO performs the services contemplated by this Agreement and ISO is responsible to Merchant for any failure to perform such services in
<br />accordance with the terns of this Agreement. While Bank satisfies settlement files pursuant to instructions provided by ISO, Bank is not responsible for independently
<br />verifying the accuracy of such settlement files. Accordingly, to the greatest extent permitted by the Network Rules, Merchant's sole recourse for any failure by Provider under
<br />this Agreement is against iSO (and not Bank).
<br />2.22 Pre-Authorized Transactions. If Merchant agrees to accept a pre-authorized order, the Cardholder shall execute and deliver to Merchant a written request for such pre-authorization
<br />which will be retained by Merchant and made available upon request to Provider. Merchant will not deliver goods or perform services covered by a pre-authorization after
<br />receiving specific notification that the pre-authorization is cancelled or that the card covering the pre-authorization is not to be honored.
<br />2.23 Pre-Authorization Health Care Transactions. if Merchant is a `Health Care Merchant" as indicated on the Merchant Application and accepts a pre-authorized health care
<br />Transaction(s) from a Cardholder, Merchant agrees to comply with any requirements in the Network Rules related to such Transactions.
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