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5.17 Credit and Financial Inquiries: Additional Locations: Inspections. Bank or ETS CORPORATION may make. at any time, any credit inquires which it may consider necessary to accept or review•
<br />acceptance of this Agreement or investigate Merchant's deposit or Card acceptance activities subsequent to acceptance of this Agreement. Such inquiries may include, but are not limited to, a
<br />credit and/or criminal check of the business including its proprietor, partners, principal owners or shareholders or officers. Upon Bank's or and ETS CORPORATION's request. Merchant
<br />will provide the written consent of any person for which an inquiry has been or is to be made if such person has not executed this Agreement and will provide any financial statements
<br />income tax and business tax returns and other financial information ns Bank or ETS CORPORATION may consider necessary to perfomt initial or periodic reviews of Merchant's financial
<br />stability and buiiness practices. Merchant may accept Cards only at locations approved by Bank or ETS CORPORATION. Additional locations may be added subject to Bank's or ETS
<br />CORPORATION's approval. Any party to this Agreement may delete any location by providing notice as provided herein. Merchant will permit Bank or ETS CORPORATION, at any time
<br />and from time to time. to inspect locations to confirm that Merchant has or is adhering to the terms of this Agreement and is maintaining the proper facilities , equipment, inventory. records
<br />and license or permit (where necessary) to conduct its business. However. nothing in this paragraph may be deemed to waive Merchant's obligation to comply in all respects with the terms
<br />of this Agreement. Bank or ETS CORPORATION. its internal and external auditors. and its regulators may audit compliance with this Agreement, compliance with federal and sate laws.
<br />rules, regulations and guidance applicable to the services. Card acceptance and Transaction processing. and data security provisions. including Card Association cornpliance. Merchant will
<br />make available its records maintained and produced under this Agreement. and Merchant's facilities will be made accessible. upon notice during normal business ;tours for examination and
<br />audit Nothing in this section may be construed to require Merchant to give access to is facilities, personnel or records in a manner that unreasonably interferes with its business operations.
<br />Each party will bear is expenses of any audit.
<br />5.18 rllarketine of Non-Bankcard Services. From time to time, Bank may offer to Merchant certain additional products and services which may or may not be related to the processing of credit card
<br />Transactions. If such offers are made, Merchant may decline the otters or be deemed to have accepted the offers and be liable for payment therefore.
<br />5.19 Force Manure The parties will be released from liability hereunder if they fail to perform any obligation where the failure occurs by reason of any act of God lire, food, storm, earthquake, tidal
<br />wave, communications failure, sabotage, war. military operation, terrorism, national emergency mechanical or electronic breakdown, civil commotion or the order. requisition, request or
<br />recommendation of any govenunental authority, or either party's compliance therewith, or governmental regulation, or priority, or any other similar cause beyond either party's reasonable
<br />control.
<br />5.20 No Third Party Beneficiary. No other person or entity may be deemed to be a third party beneficiary of this Agreement.
<br />5.21 Severability: Conflict with Network Rules. limy provision in this Agreement is for any reason held to be invalid or unenforceable. no other provision shall be effected thereby, and this
<br />Agreement shall be construed as if the invalid or unenforceable provision had never been a par of it In the event of a conflict between this Agreement and the Network Rules, the Newyork
<br />Rules shall govern and control.
<br />5.22 JRS Renortine lei form, hat. Pursuant to Section GO50W of due Intenul Revenue Code, merchant acquiring entities such as Bank and third-party settlement organizations are required to file an
<br />information return reflecting all payment card transactions and third-party network transactions occurring in a calendar year. This requirement applies to returns for all calendar years after
<br />December 31, 2010 and Merchant will receivea form 1099-K reporting Merchant's gross transaction amounts for each calendar year. In addition, amounts payable under Section 6050W are
<br />subject to backup withholding requirements. Merchant acquirers such as Bank, either itself or through third parties. are required to perform backup withholding by deducting and
<br />withholding income tax from reportable transactions it'(a) the payee fails to provide the payee's taxpayer identification number (TIN) to the merchant acquirer; or (b) if the IRS notifies the
<br />merchant acquirer that the TIN (when matched with the name) provided by the payee is incorrect. Accordingly, to avoid backup withholding, it is very important that blerclant provides
<br />Bank with the correct name and TIN that Merchant uses when filing its income tae return that includes the transactions for Merchant's business . In addition to the fees set f ooh on the
<br />Merchant Application. if Merchant fails to comply with the obligations set forth in this section. Provider may charge Merchant additional amounts determined by Provider and may pass
<br />through any additional fines, costs or expenses incurred by Provider.
<br />5.23 Confidentiality. Merchant shall protect all information or other items proprietary to Provider that Merchant obtains knowledge of or access to as a result of Provider's provision of the services
<br />pursuant to this Agreement (collectively. 'Provider Confidential Information') from unauthorized disclosure, publication• or dissemination with the same standard of care and discretion
<br />Merchant uses to protect similar confidential information of Merchant's own, but in no event less than reasonable care. Furthermore. Merchant shall not use, reproduce, distribute, disclose,
<br />or otherwise disseminate Provider Confidential Information, except in connection with the performance of Merchant's obligations under this Agreement. The Provider Confidential
<br />Information described in the previous sentence, shall include, but not be limited to, the following types of information and other information of a similar nature (whether or not reduced to
<br />writing): scientific, technical. or business information. product makeup fists. ideas, concepts. designs, drawings. techniques. plans. calculations. system designs. formulae. algorithms,
<br />programs, software (source and object code), hardware, manuals. test procedures and results, identity and description of computerized records, identity and description of suppliers, customer
<br />lists, processes• procedures, trade secrets, "know -how." marketing techniques and material, marketing and development plans. price lists. pricing policies, and all other financial information.
<br />The obligations of non-disclosure provided hereunder shall continue during the Term and. (i) with respect to Provider Confidential Information that does not constitute a trade secret, for a
<br />period of three (3) years thereafter and. (ii) with respect to Provider Confidential Information that rises to the level of a trade secret under applicable Law. for such period of time thereafter as
<br />the Provider Confidential Information shall retain its status as a tide secret under applicable law. and no less than three (3) years thereafter.
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