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control of us or our third party vendors. In the event of a suspension of a Service
<br />under this Section, we or the applicable third party vendor shall promptly restore the
<br />Services after the event giving rise to the suspension has been resolved.
<br />19.8 You may terminate this Agreement immediately upon written notice by you to us in
<br />the event that we breach any term or condition of this Agreement, and such breach
<br />remains uncured 30 days after our receipt of written notice of such breach from you.
<br />19.9 In addition to other termination rights set forth herein, this Agreement also may be
<br />terminated upon 30 days prior written notice from either party to the other party, in
<br />the terminating party's sole discretion, with or without cause. Merchant will be
<br />subject to the Early Termination Fee described in Section 19.4.
<br />19.10 Survival. The expiration or termination of this Agreement shall not affect the
<br />obligations and rights of the parties pursuant to provisions of this Agreement which
<br />by their terms are intended to survive, including Sections 7.2, 12, 10, 14, 15, 17,
<br />18, 20, 22, 26 28, 29, 30, 31 and 33.
<br />19.11 After expiration or termination of this Agreement or your subscription to a particular
<br />Service for any reason: (a) your right and license to access and use the Software and
<br />documentation associated with the Service shall immediately cease and, within five
<br />(5) days after such event, you shall either return to us or destroy all Software and
<br />documentation provided to you by us and shall so certify to us in writing; and (b)
<br />you shall continue to bear total responsibility for all transactions you have submitted
<br />to us and all Chargebacks, fees, Card Organization fines imposed on us as a result of
<br />your acts or omissions, credits and adjustments resulting from Card transactions
<br />processed pursuant to this Agreement, and all other amounts then due or which
<br />may become due under this Agreement. On termination due to a Default, all
<br />amounts owing to us shall be immediately due and payable.
<br />19.12 If you file for protection under the U.S. bankruptcy code or any other laws relating
<br />to bankruptcy, insolvency, assignment for the benefit of creditors or similar laws,
<br />and you continue to use our Services, it is your responsibility to open new accounts
<br />to distinguish pre and post filing obligations. You acknowledge that as long as you
<br />utilize the accounts you established prior to such filing, we will not be able to
<br />systematically segregate your post -filing transactions or prevent set-off of the pre-
<br />existing obligations. In that event, you will be responsible for submitting an
<br />accounting record supporting any adjustments that you may claim.
<br />19.13 The Card Organizations maintain merchant lists such as the Member Alert To
<br />Control High-risk (Merchants) (MATCH) who have had their merchant agreements
<br />or card acceptance rights terminated for cause. If this Agreement is terminated for
<br />cause, you (a) agree that we may report your business name and the names and
<br />other information regarding your principals to the Card Organizations for inclusion
<br />on such list(s); and (b) waive and hold us harmless from and against any and all
<br />claims which you may have as a result of such reporting.
<br />20. RESERVE; SECURITY INTEREST
<br />20.1 You agree that in addition to any other rights we have under this Agreement, we
<br />may at any time unilaterally establish a Reserve consisting of cash or other assets
<br />that we will hold to satisfy your obligations or potential obligations under this
<br />Agreement or any other agreement with us or our Affiliates.
<br />20.2 The amount of the Reserve shall be set by us in our sole discretion based upon your
<br />processing history and the potential risk of loss to us, as we may determine.
<br />20.3 The Reserve shall be fully funded upon three days' notice to you or immediately in
<br />instances of suspected fraud or a Default. If you fail to establish or maintain any
<br />required Reserve, we may immediately terminate this Agreement and exercise any
<br />and all of our other rights. Your obligations arising pursuant to this Section 20 shall
<br />survive any termination of this Agreement.
<br />20.4 The Reserve may be funded by all or any combination of: (a) one or more debits to
<br />your Settlement Account or any other accounts held by Bank or any of its Affiliates,
<br />at any financial institution maintained in your name or in the name of any of your
<br />principals, or any of your Guarantors, or if any of same are authorized signers on
<br />such account; (b) any payments otherwise due to you from us or our Affiliates; or (c)
<br />any other collateral that you agree to provide and we agree to accept in our mutual
<br />discretion.
<br />20.5 If this Agreement is terminated by any party, an immediate Reserve may be
<br />established without notice in the manner provided above. In these circumstances,
<br />the Reserve will be held by us for 10 months after termination of this Agreement or
<br />for such longer period of time as is consistent with resolution of all liability from
<br />your Card acceptance including Chargebacks, fines, fees or obligations of any other
<br />kind.
<br />20.6 Any funds we hold in Reserve represent general payment obligations to you which
<br />do not become due until all potential contingent liabilities arising from your Card
<br />transactions have expired or lapsed. We may set-off any obligations that you owe to
<br />us before returning the balance of the Reserve. Unless specifically required by law,
<br />you shall not be entitled to interest on any funds held by us in the Reserve, and we
<br />shall be entitled to accrued interest in such funds.
<br />20.7 Notwithstanding Section 20.6 you agree that we have a security interest in all funds
<br />or other assets that we hold in Reserve and to provide us with any documentation we
<br />may request to perfect our security interest in the Reserve.
<br />20.8 If any funds we hold in Reserve are not sufficient to cover the Chargebacks,
<br />adjustments, fees and other charges and amounts due from you, or if the funds in
<br />Reserve have been released, you agree to promptly pay us such sums upon request.
<br />2I. BUSINESS INFORMATION,AUTHORIZATIONTO
<br />OBTAIN INFORMATION FROM THIRD PARTIES
<br />21.1 You are solely responsible for: (a) ensuring the accuracy of all information and data
<br />regarding your business that you provide to us or our service providers in
<br />connection with the Services, including any menus loaded onto a Device; (b)
<br />verifying that all information and data loaded onto a Device by us or our service
<br />providers at your request are accurate prior to your business use of such Device;
<br />and (c) immediately notifying us should any information you have provided to us
<br />become inaccurate or misleading. We and our service providers disclaim any and
<br />all liability arising out of any inaccuracies with respect to such information or data.
<br />21.2 Upon request, you will provide us and our Affiliates quarterly financial statements
<br />within 30 days of the end of each fiscal quarter and annual audited financial
<br />statements within 90 days of the end of each fiscal year. Any financial statements
<br />provided must be prepared in accordance with generally accepted accounting
<br />principles. You will also provide other information concerning your business and
<br />your compliance with the terms and provisions of this Agreement as we may
<br />reasonably request.
<br />21.3 You agree to provide us at least 30 days prior written notice of your intent to change
<br />current product lines or services, the types of payments that you accept, or the
<br />manner by which you accept such payments. You also agree to provide us with
<br />prompt written notice upon the occurrence of any of the following: (a) you are
<br />subject to any voluntary or involuntary bankruptcy or insolvency petition or
<br />proceeding; (b) you experience any adverse change in your financial condition; (c)
<br />you expect or experience any liquidation or substantial change in the nature of your
<br />business; (d) you expect or experience at least 25% of the total value of your assets
<br />becoming encumbered or subject to a judgment, levy or attachment; (e) you agree
<br />to sell or transfer (or complete such sale or transfer) of at least 25% of the total value
<br />of your assets; (f) you expect or experience a change in the control or ownership of
<br />you that results in a change of more than 25% of the total outstanding equity in you
<br />as of the date of this Agreement; or (g) any of the information provided to us on the
<br />Application is or becomes inconsistent with your activities.
<br />21.4 Upon our request you shall use commercially reasonable efforts to assist us in the
<br />resolution of any Chargeback, dispute or complaint and shall provide to us all related
<br />documentation in your or your agents' possession relating to such Chargeback,
<br />dispute or complaint.
<br />21.5 Upon 3 days written notice at any time, you shall provide us with such financial
<br />and other information as we may request relating to you and/or your ability to satisfy
<br />your financial and other obligations under this Agreement.
<br />21.6 You authorize us and our Affiliates to obtain from third parties financial,
<br />employment and credit information relating to you and your Authorized
<br />Representatives in connection with our determination whether to accept your
<br />Application and enter into this Agreement and our continuing evaluation of your
<br />financial and credit status. We may also access and use information which you have
<br />provided to us for any other reason. You have the right to ask if a consumer credit
<br />report is requested by us, and if you ask you will be informed of the name and
<br />address of the consumer reporting agency that furnished the report. You understand
<br />and agree that we can and will furnish certain information about you, including
<br />information concerning your personal or business accounts, to consumer reporting
<br />agencies and others who may properly receive such information.
<br />21.7 You hereby grant us a security interest in any transactional documentation related to
<br />the Transactions, and you grant us the right to access such transactional information
<br />and to copy such transactional information, as requested from time to time by us in
<br />our sole discretion.
<br />21.8 You authorize us to share information provided by you in your Application or
<br />otherwise with other relevant organizations, including those involved in the
<br />provision of the Services.
<br />22. AUDIT RIGHTS
<br />22.1 With prior notice and during Merchant's normal business hours, Bank's duly
<br />authorized representatives may visit Merchant's premises and examine books and
<br />records that pertain to the Services, Transactions or Merchant's compliance with this
<br />Agreement. Any such audit shall be conducted during regular business hours at your
<br />offices and shall not interfere unreasonably with your business.
<br />22.2 You shall cooperate fully with any investigation or audit we or any Card
<br />Organization may undertake in relation to Transaction, data security and the services
<br />and you authorize us to share the details of any questionnaire or compliance report
<br />with the Card Organizations and others as allowed or required by law.
<br />23. SOFTWARE UPDATES AND MAINTENANCE
<br />23.1 We may perform maintenance on Software or Services which may result in service
<br />interruptions, delays, or errors. We will not be liable for any such interruptions,
<br />delays, errors, or bugs. You agree that we may contact you in order to assist you with
<br />the Software or Services and obtain information needed to identify and fix any errors.
<br />23.2 We may, at our discretion, release enhancements, improvements or other updates
<br />to any Software. If we notify you of any such update, you shall integrate and install
<br />TD2008(ia)
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<br />August 2017 Manual T&C - CAP # 40233
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