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shipment of each such piece of Equipment. The rental period for each piece of Rental
<br />Equipment starts on the date the Equipment is deemed accepted and terminates at
<br />the scheduled termination date in the Equipment Documents.
<br />27.7 You will prepare the installation site(s) for the Equipment, including the power
<br />supply circuits and phone lines, in conformance with the manufacturer's and our
<br />specifications and will make the site(s) available to us by the confirmed shipping
<br />date. Any alterations required for installation of Equipment will be done at your
<br />expense.
<br />27.8 You shall cause the Equipment to be operated by competent and qualified personnel
<br />in accordance with any operating instructions furnished by us or the manufacturer.
<br />You shall not use the Equipment, or permit the Equipment to be used, in any
<br />manner or for any purpose for which the Equipment is not designed or reasonably
<br />suited.
<br />27.9 You may not relocate, remove, disconnect, modify or in any way alter any Equipment
<br />without our prior consent.
<br />27.10 You are responsible for safeguarding Equipment from (and shall immediately notify
<br />us of any) loss, damage, unauthorized use, misuse or theft.
<br />27.11 You shall keep the Rental Equipment adequately insured against loss by fire, theft
<br />and all other hazards (comprehensive coverage). The loss, destruction, theft of or
<br />damage to the Rental Equipment does not relieve you of your obligation to pay the
<br />full purchase price or rent payable under this Agreement.
<br />27.12 If Equipment is defective, you must immediately call the us. If necessary, we will
<br />assist you in obtaining replacement Equipment. If you fail to return any defective
<br />Equipment, you may be responsible for its replacement value and for any legal
<br />and/or collection costs incurred by the Equipment owner in connection with
<br />recovering Equipment.
<br />27.13 Rented Equipment may not be subleased at any time and you must keep all
<br />Equipment free of any claims, liens and legal processes initiated by creditors.
<br />27.14 Promptly upon termination of all applicable rental periods or promptly following
<br />any action by us following a Default, you shall deliver possession of all Rental
<br />Equipment (including all attachments and parts) to us at your cost in the same
<br />operating order, repair, condition and appearance that the Rental Equipment had at
<br />the time of its delivery to you, except for reasonable wear and tear. For each item of
<br />Rental Equipment not so returned 14 calendar days after (a) termination of the
<br />applicable rental period, or (b) any action by us following a Default, you agree to pay
<br />us the greater of $250 or the fair market value of such item of Equipment if it were
<br />in the condition described above, as determined by us.
<br />27.15 Except for Purchased Equipment that has been paid for in full, the Equipment shall
<br />remain our personal property and shall not under any circumstances be considered
<br />to be a fixture affixed to your real estate. You shall permit us to affix suitable labels
<br />or stencils to the Equipment indicating our ownership.
<br />27.16 You shall return Equipment in accordance with the procedure set out in the Your
<br />Payments Acceptance Guide. Rental fees may be continued until Equipment is
<br />returned.
<br />27.17 You hereby grant to us a security interest in (a) all Purchased Equipment and the
<br />related Software to secure payment of the purchase price; and (b) all Rental
<br />Equipment and the related Software to secure payment of the monthly payments
<br />and authorize us to file financing statements with respect to the Equipment and the
<br />Software in accordance with the Uniform Commercial Code, signed only by us or
<br />signed by us as your attorney-in-fact.
<br />27.18 You agree that in order to access any Wireless Services, you must use wireless POS
<br />Terminals and accessories approved for use with the Wireless Services by us in our
<br />sole discretion (Wireless Equipment).
<br />27.19 You agree to obtain any and all licenses, permits or other authorizations required by
<br />the Federal Communications Commission (FCC) or any other regulatory authority,
<br />if any, for the lawful operation of any Wireless Equipment used by you. You shall
<br />promptly provide us with all such information as we may reasonably request with
<br />respect to matters relating to the rules and regulations of the FCC.
<br />28. COMPLIANCE WITH LAWS
<br />28.1 You agree to comply with all Applicable Law, including requirements regarding anti -
<br />money laundering, the completion of Transactions and the submission to us and
<br />use of Transaction Data, the performance of your obligations under this Agreement,
<br />and the conduct of your business You shall not use the Services for illegal purposes.
<br />28.2 You are solely responsible for obtaining all required permits and monitoring legal
<br />developments applicable to the Services and the operation of your business,
<br />interpreting applicable laws and regulations, determining the requirements for
<br />compliance with all applicable laws and regulations, and maintaining an on-going
<br />compliance program.
<br />29. INDEMNIFICATION, PERSONAL GUARANTEE
<br />29.1 You agree to indemnify and hold us, our Affiliates and third party service providers
<br />harmless from and against losses, liability, damages, claims, penalties, costs, or
<br />expenses incurred arising from:(a) any breach or misrepresentation by you under
<br />this Agreement; (b) your or your employees' or your agents' unlawful, willful,
<br />negligent or fraudulent action or omission that is in any way related to this
<br />Agreement or the obligations of you or us hereunder; (c) your use of the Services,
<br />including any Software or Equipment provided under this Agreement; (d) any third
<br />party indemnifications or payments we are obligated to make as a result of as a result
<br />of any action or omission by you or your employees' or your agents' 1 (including
<br />indemnification of any Card Organization or Issuer); (e) your use of any Cardholder
<br />Information or other customer information obtained in connection with your use of
<br />the Services; (f) the content or delivery of any marketing messages that you send or
<br />cause to be sent to any customer; or (g) any other persons authorized or
<br />unauthorized access and/or use of any Service, Software or Equipment, whether or
<br />not using your unique username, password, or other security features.
<br />29.2 Personal Guarantee. As a primary inducement for us to enter into this Agreement
<br />with you, the Guarantor(s), individually and severally, hereby agree to be bound by
<br />all terms and provisions of this Agreement to the same extent and in the same
<br />manner as you ("Guarantor") and (a) unconditionally and irrevocably guarantees
<br />the full payment and performance of Merchant's obligations (i) as they now exist or
<br />as modified by the parties, (ii) with or without actual notice of changes, and (iii)
<br />during and after the term of this Agreement; (b) individually and severally, hereby
<br />agree to be bound by all terms and provisions of this Agreement to the same extent
<br />and m the same manner as the Merchant; (c) waives notice of Merchant's default; (d)
<br />shall indemnify Bank for any and all amounts due from the Merchant; (e) warrants,
<br />with knowledge that Bank is acting in full reliance of the same, and that this is
<br />Personal Guarantee of payment and not of collection; (f) Acknowledges that Bank
<br />may proceed in law directly against the Guarantor and not the Merchant; and (g)
<br />that this is a continuing personal guarantee and shall not be discharged or affected
<br />for any reason.
<br />Guarantor agrees that (a) Bank may investigate, verify and receive all credit and
<br />financial information and references about Guarantor from all references, including
<br />banks and consumer reporting agencies, which are hereby released to provide that
<br />information from time to time; (b) that Bank may use such credit reports in
<br />connection with establishing and maintaining Merchant's account and Agreement;
<br />and (c) that Bank may share Guarantor's credit and financial information.
<br />30. GOVERNING LAW; ATTORNEY'S FEES;
<br />WAIVER OF JURY TRIAL
<br />30.1 This Agreement shall be governed by and construed in accordance with the laws of
<br />the State of Delaware, without reference to any conflict of laws provisions. Any
<br />action, proceeding, litigation, mediation or arbitration relating to or arising from
<br />this Agreement shall be brought exclusively in the federal courts in the county of
<br />New Castle in the State of Delaware.
<br />30.2 You shall be liable for and indemnify us and our affiliates, officers, directors,
<br />employees and agents against any and all attorney's fees, costs and expenses incurred
<br />by us in the enforcement of your obligations under this Agreement.
<br />30.3 THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
<br />WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN
<br />RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN
<br />CONNECTION WITH THIS AGREEMENT.
<br />31. NOTICES
<br />31.1 Unless otherwise expressly stated in this Agreement, all notices hereunder shall be
<br />in writing and either hand delivered, faxed, sent by electronic mail, sent by overnight
<br />courier, or mailed first class (postage prepaid). Notices shall be deemed to be
<br />received: (a) upon physical receipt, if hand delivered; (b) on the same day as delivery,
<br />if faxed or sent by electronic mail; (c) on the immediately succeeding day after the
<br />notifying party delivers the notice to a courier, if sent by overnight courier; and (d)
<br />on the third day after the notifying party sends the notice, if mailed first class
<br />(postage prepaid). All notices and other communications required or permitted
<br />under this Agreement (other than those involving normal operational matters
<br />relating to the processing of Card transactions) shall be in writing and sent:
<br />a) if to you, to your email address or postal address appearing on the Application;
<br />b) if to Bank, to the address appearing on the confirmation page.
<br />31.2 Notices sent to your last known e-mail address or postal address, as indicated in our
<br />records, shall constitute effective nonce to you under this Agreement.
<br />31.3 You must give us 30 days prior notice of any change to your address. Failure to
<br />provide us with a valid address may result in the termination of this Agreement.
<br />31.4 All notices must include your name(s) and merchant number(s).
<br />32.1 You agree that we, our affiliates and our third party subcontractors and/or agents,
<br />may use, in addition to any live agent calls, an automatic telephone dialing system,
<br />an artificial or pre-recorded voice, or both, to contact you at the telephone
<br />number(s) you have provided, and/or may leave a detailed voice message if you are
<br />unable to be reached, even if the number provided is a cellular or wireless number
<br />or if you have previously registered on a Do Not Call list or requested not to be
<br />contacted for solicitation purposes.
<br />32.2 You consent to receiving commercial electronic messages, including email messages,
<br />SMS and text messages, and telephone calls, from us, our Affiliates, and our third
<br />party subcontractors and/or agents.
<br />32. COMMUNICATIONS
<br />TD2008(ia)
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<br />August 2017 Manual T&C - CAP # 40233
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