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6. Company's Payment Obligations
<br />Fees. Company will pay TeleCheck for: (a) all fees and charges for the Services
<br />that are set forth in the TeleCheck Service Application and Agreement; (b) all Items
<br />that are charged back; (c) all adjustments required in connection with Company's
<br />transactions; and (d) all costs, liabilities, or other obligations imposed on TeleCheck
<br />by third parties as a result of transactions submitted by Company, its actions, or
<br />inactions.
<br />6.1. Other Fees. Company will also pay TeleCheck for the following fees and
<br />charges for the Services (as applicable): (a) Customer Requested Operator Call
<br />Fee (also called CROC or Voice Authorization Fee), which is an additional $2.50
<br />fee per operator or Interactive Voice Response (IVR) -assisted call that Company
<br />initiates, but TeleCheck does not request; (b) December Risk Surcharge, which is
<br />an additional percentage charge added to the Inquiry Rate for each authorization
<br />inquiry in the month of December; (c) Funding Report Fee, which is a $10.00
<br />monthly fee to receive daily funding or weekly funding reports (the Funding Report
<br />Fee does not apply if TeleCheck provides the funding report monthly); (d) Inquiry
<br />Rate, which is the percentage rate that applies to the face amount of each Item (up
<br />to the Warranty Maximum) that Company submits to TeleCheck for authorization
<br />(whether or not TeleCheck issues an approval code for the Item); (e) Monthly
<br />Minimum Fee, which is the minimum aggregate amount of the Inquiry Rate fees
<br />that Company must pay on a monthly basis (if the total Inquiry Rate fees for
<br />Company's items submitted during any month is less than the Monthly Minimum
<br />Fee, then the Monthly Minimum Fee will apply); (f) Monthly Processing Fee is a
<br />monthly fee for handling Company's account; (g) Special Handling Fee, which is a
<br />$5.00 fee applied when the following occur: (1) a chargeback of an Eligible Item, (2)
<br />an Item processed for payment must be corrected due to Subscriber's error or at
<br />Subscriber's request, or (3) TeleCheck elects (in its discretion) to process an Item
<br />that fails to meet the applicable warranty requirements, or that is a Return Item, as a
<br />"Goodwill" Item; (h) Transaction Fee, which is the additional per transaction charge
<br />for each Item that Company submits to TeleCheck for authorization or processing
<br />(whether or not TeleCheck issues an approval code for the Item); and (i)
<br />Unauthorized Return Fee is a fee applicable to any Item that is dishonored,
<br />returned, reversed, or otherwise not paid by the Consumer's financial institution for
<br />the reason that such Item is unauthorized by the Consumer.
<br />6.2. Early Termination Fee. TeleCheck will suffer substantial injury, for which it
<br />would be difficult to determine damages, if Company breaches this Agreement or
<br />terminates it early in violation of the Agreement's terms. TeleCheck may recover
<br />damages equal to 90%of the aggregate Monthly Minimum Fees and Monthly
<br />Processing Fees that are payable for the unexpired portion of the then -current Term
<br />as an accurate reflection of these damages and realistic pre -estimate of TeleCheck'
<br />s losses caused by an early termination of this Agreement.
<br />7. Reserve
<br />7.1. TeleCheck may require Company to fund a cash reserve (Reserve) in an
<br />amount that reflects TeleCheck' assessment of risk, as it may determine in its
<br />discretion from time -to- time. The Reserve is a payment obligation of TeleCheck,
<br />established by holding back transaction proceeds or debiting the Settlement
<br />Account in order to potentially offset any obligations that Company may have to
<br />TeleCheck. The Reserve is not a segregated fund that Company may claim to own.
<br />TeleCheck is obligated to pay to Company any amounts remaining from the
<br />Reserve after all other then -current and contingent liabilities or obligations related to
<br />Company's payment transactions have expired.
<br />7.2. The obligations due to Company from the Reserve will not accrue interest
<br />unless required by applicable Laws.
<br />7.3. TeleCheck will notify Company if a Reserve is established (including its amount)
<br />or if the amount of the Reserve is modified.
<br />7.4. TeleCheck may set off any obligations that Company owes to TeleCheck from
<br />the Reserve.
<br />7.5. Although Company acknowledges that the Reserve is a general obligation of
<br />TeleCheck, and not a specifically identifiable fund, if any person claims that the
<br />Reserve is an asset of Company that is held by TeleCheck, Company grants and
<br />acknowledges that TeleCheck have a security interest in the Reserve and, at
<br />TeleCheck request, will provide documentation -to reflect this security interest.
<br />All funds that TeleCheck owes to Company under this Agreement are subject to
<br />Company's payment obligations under this Agreement. TeleCheck may setoff or
<br />recoup amounts Company owes to TeleCheck against any funds that TeleCheck
<br />owes to Company.
<br />TeleCheck will provide Company with statements or electronic reporting (together,
<br />Statements) reflecting the fees, settlement amounts, and other information related
<br />to the Services. Company must review the Statements and inform TeleCheck of any
<br />errors within 60 days following the date that the error was, or should have been,
<br />reported; provided, Company must report settlement or funding errors to TeleCheck
<br />within 30 days (reporting errors will enable TeleCheck to recover amounts or
<br />prevent them from continuing). TeleCheck will have no obligation to provide refunds
<br />for errors that Company reports more than 60 days or 30 days (as applicable) after
<br />the errors were, or should have been, reported.
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<br />This Agreement begins on the earlier of the dates when Company signs its
<br />TeleCheck Services Application and Agreement, submits its first Item for processing
<br />under this Agreement, or when Company downloads the App (this date, the
<br />Effective Date). The length of this Agreement's initial term is designated in the
<br />TeleCheck Services Application and Agreement (Initial Term). This Agreement will
<br />automatically renew for successive one-year periods (each, a Renewal Term),
<br />unless TeleCheck or Company provides the other with at least 30 days' written
<br />notice of non -renewal at the end of the Initial Term. The Initial Term together with
<br />any Renewal Term(s) is the Term of this Agreement.
<br />11. Termination; Modification; Suspension
<br />11.1. General Termination. Either Company or TeleCheck may terminate this
<br />Agreement by giving 30 days"advance notice if the other materially breaches this
<br />Agreement and fails to remedy the breach within 30 days of receiving notice of it.
<br />TeleCheck may terminate this Agreement upon written notice to Company for any
<br />reason (with or without cause) during its Term. If the Services are delivered through
<br />TeleCheck's App, Company may terminate this Agreement for any reason (with or
<br />without cause) during its Term by uninstalling the App.
<br />11.2. Modification. TeleCheck may modify this Agreement's terms (including,
<br />without limitation, its fees) upon 30 days' notice to Company, during which notice
<br />period Company may terminate this Agreement by providing written notice of
<br />termination to TeleCheck. Company's continued use of the Services after the 30 day
<br />period contained in a notice of modification from TeleCheck will constitute Company'
<br />s acceptance of the new terms.
<br />11.3. Suspension. TeleCheck may suspend its Services or settlement of any funds
<br />under this Agreement if it determines that questionable activity occurs with respect
<br />to Company's payment transactions (including, without limitation, if there are
<br />excessive Return Items associated with Company's Items, Company breaches the
<br />NACHA Rules, or if required by applicable laws. TeleCheck may also suspend or
<br />terminate its Services if requested by its Originating Financial Depositary Institution.
<br />12.1. Confidentiality. Neither party will disclose non-public information about the
<br />other party's business (including, without limitation, the terms of this Agreement,
<br />technical specifications, customer lists, or information relating to a party's
<br />operational, strategic, or financial matters) (together, Confidential Information).
<br />Confidential Information does not include information that: (1) is or subsequently
<br />becomes publicly available (through no fault of the recipient); (2) the recipient
<br />lawfully possesses before its disclosure; (3) is independently developed without
<br />reliance on the discloser's Confidential Information; or (4) is received from a third
<br />party that is not obligated to keep it confidential. Each party will implement and
<br />maintain reasonable safeguards to protect the other party's Confidential Information.
<br />12.2. Disclosure. The recipient may disclose the other party's Confidential
<br />Information:(1) to its directors, officers, personnel, and representatives (including
<br />those of its subsidiaries, affiliates, subcontractors or vendors) that need to know it in
<br />connection with the recipient's performance under this Agreement, and are bound
<br />by confidentiality obligations materially similar to those required under this
<br />Agreement; and (2) in response to a subpoena, court order, or as required under
<br />applicable Laws or NACHA Rules.
<br />13.1. Data Use. TeleCheck owns all right, title and interest in the data it obtains
<br />from providing the Services to Company.
<br />13.2. Data Security. Company will implement commercially reasonable practices,
<br />including administrative, physical and_ technical safeguards, that are designed to: (a)
<br />maintain the security and confidentiality of Consumer Information, (b) protect
<br />against reasonably anticipated threats to .the security or integrity of Consumer
<br />Information, and (c) protect against unauthorized access to or use of Consumer
<br />Information that could result in substantial harm or inconvenience to the consumer.
<br />Consumer Information is customer information Company receives in connection
<br />with any transaction contemplated by this Agreement.
<br />TeleCheck grants Company a limited, non-exclusive, non-transferrable, non-
<br />sublicensable, royalty -free license to use the trademarks, service marks and logos
<br />(together, Marks) that TeleCheck provides to Company during the Term of this
<br />Agreement. Company (a) may use the Marks only in the United States; (b) may use
<br />the Marks only in connection with its use of the Services; (c) will follow the branding
<br />guidelines that TeleCheck provides or makes available from time -to -time; and (d)
<br />will not use materials containing the Marks without TeleCheck's prior written
<br />permission. Company will not otherwise distribute, lease, sublicense, sell, modify,
<br />copy or create derivative works from the Marks. TeleCheck reserves to itself all
<br />right, title, interest or license (express or implied) to the Marks that are not
<br />specifically granted to Company under this Agreement; and may suspend or
<br />terminate this license upon written notice to Company.
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