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PayPal Chargeback items in any line of business in any calendar month divided by
<br />the number of Visa Mastercard, American Express, Discover Network and PayPal
<br />transactions in that line of business submitted that month, or (b) the total dollar
<br />amount of Visa, Mastercard, AmencanExpress. Discover Network and PayPal
<br />Chargebacks in any line of business received in any calendar month divided by the
<br />total dollar amount of your Visa, Mastercard, American Express, Discover Network
<br />and PayPal transactions in that line of business submitted in that month
<br />25.10. You agree to promptly and carefully review your merchants statements or
<br />other documents provided or made available to you (physically, electronically or
<br />otherwise provided by Us or others) reflecting Card transaction activity. including,
<br />activity in your Settlement Account If you believe any adjustments should be made
<br />with respect to your Settlement Account, you must notify us in writing within sixty
<br />(60) days after any debit or credit is or should have been effected or such shorter
<br />period as provided in the terms and conditions that govern such account If you
<br />notify us after sixty (60) days, we shall have no obligation to investigate or effect any
<br />adjustments Any voluntary efforts by us to assist you in investigating such matters
<br />shall not create any obligation to continue such investigation or any future
<br />investigation
<br />25.11. If you do not pay us all fees and any other amounts due under this
<br />Agreement within thirty (30) days of the date of our merchant statement or other
<br />statement setting forth the amount due, then we may. in our sole discretion, charge
<br />you interest, for such time that the amount and all accrued interest remain
<br />outstanding at the lesser of (i) 12% APR, or (ii) the maximum rate permitted by
<br />applicable law
<br />25.12. Other Debits We may also debit your Settlement Account or your settlement
<br />funds in the event we are required to pay Card Organization fees, charges. fines,
<br />penalties or other assessments as a consequence of your sales activities Such
<br />debits shall not be subject to any limitations of time specified elsewhere in the
<br />Agreement, including, without limitation the following, which we may add to or delete
<br />from this list as changes occur in the Card Organization Rules or our Your
<br />Payments Acceptance Guide pursuant to Section 22.
<br />• Card Organization fees, charges, fines, penalties. registration fees, or other
<br />assessments including any fees levied against us or any amount for which you are
<br />obligated to indemnify us
<br />• Currency conversion was incorrectly calculated
<br />NOTE: For Discover Network transactions. you are not permitted to convert from
<br />your local Discover Network approved currency into another currency, nor may
<br />you quote the price of a transaction in U S Dollars if completed in another
<br />approved currency
<br />• Discount Rate not previously charged
<br />• Reversal of deposit posted to your account in error
<br />• Debit for Summary Adjustment not previously posted
<br />• Reversal of Credit for deposit previously posted
<br />• Debit for Chargeback never posted to your account
<br />• Debit for EDC Batch error fee.
<br />• Card Organization Merchant Chargeback/fraud monitoring fees - excessive
<br />Chargeback handling fees
<br />• Failure of transaction to meet Member Controller Authorization Service ("MCAS') -
<br />Cardholder account number on exception file
<br />• Original transaction currency (foreign) not provided
<br />• Travel Voucher exceeds maximum value.
<br />• Debit and/or fee for investigation and/or Chargeback costs related to this
<br />Agreement, or for costs related to our collection activities in an amount no less
<br />than $100 00
<br />• Costs arising from replacement or damage to equipment rented
<br />• Payment of current or past due amounts for any equipment purchase or rental
<br />• Incorrect merchant descriptor (name and/or city, state) submitted
<br />• Incorrect transaction date submitted
<br />• Shipping and handling fees
<br />• Costs or expenses associated with responding to any subpoena, garnishment,
<br />levy or other legal process associated with your account in an amount no less than
<br />$150.00
<br />26. Chargebacks
<br />26.1. You shall be responsible for reimbursing us for all transactions you submit that
<br />are charged back See Your Payments Acceptance Guide for additional information
<br />regarding Chargebacks and Chargeback procedures
<br />26.2. You shall reimburse us for any Chargebacks, return items, or other losses
<br />resulting from your failure to produce a Card transaction record requested by us
<br />within the applicable time limits
<br />J. ..
<br />27.1. Without limiting any other warranties hereunder, you represent, warrant to and
<br />covenant with, us. and with the submission of each Sales Draft reaffirm, the
<br />following representations, warranties and/or covenants
<br />27.1.1. each Card transaction is genuine and arises from a bona fide transaction
<br />permissible under the Card Organization Rules by the Cardholder directly with you.
<br />A TRUE COPY
<br />'CERTIFICATION ON LAST PAGE
<br />represents a valid obligation for the amount sfi&v"dRT*S@WR*ft, preauthorized
<br />order, or Credit Draft, and does not involve the use of a Card for any other purpose.
<br />27.1.2. each Card transaction represents an obligation of the related Cardholder for
<br />the amount of the Card transaction.
<br />27.1.3. the amount charged for each Card transaction is not subject to any dispute,
<br />setoff or counterclaim,
<br />27.1.4. each Card transaction amount is only for respective merchandise or services
<br />(including taxes, but without any surcharge) sold. leased or rented by you pursuant
<br />to your business as indicated on the application and, except for any delayed delivery
<br />or advance deposit Card transactions expressly authorized by this Agreement, that
<br />merchandise or service was actually delivered to or performed for the Cardholder
<br />entering into that Card transaction simultaneously upon your accepting and
<br />submitting that Card transaction for processing,
<br />27.1.5. with respect to each Card transaction, you have no knowledge or notice of
<br />any fact, circumstance or defense which would indicate that such Card transaction
<br />is fraudulent or not authorized by the related Cardholder or which would otherwise
<br />impair the validity or collectability of that Cardholder's obligation arising from that
<br />Card transaction or relieve that Cardholder from liability with respect thereto;
<br />27.1.6. each Card transaction is made in accordance with these General Terms,
<br />Card Organization Rules and Your Payments Acceptance Guide,
<br />27.1.7. each Sales Draft is free of any alternation not authorized by the related
<br />Cardholder;
<br />27.1.8. you have completed one Card transaction per sale, or one Card transaction
<br />per shipment of goods for which the Cardholder has agreed to partial shipments,
<br />27.1.9. you are validly existing. in good standing and free to enter into this
<br />Agreement.
<br />27.1.10. each statement made on the Application or other information provided to us
<br />in support of this Agreement is true and correct;
<br />27.1.11. you are not doing business under a name or style not previously disclosed
<br />to us,
<br />27.1.12. you have not changed the nature of your business, Card acceptance
<br />practices delivery methods, return policies, or types of products or services sold
<br />requiring a different MCC under Card Organization Rules, in a way not previously
<br />disclosed to us,
<br />27.1.13. you will use the Services only for your own proper business purposes and
<br />will not resell, directly or indirectly, any part of the Services to any Person, (NOTE:
<br />Factoring is prohibited )
<br />27.1.14. you have not filed a bankruptcy petition not previously disclosed to us.
<br />27.1.15. you own and control the Settlement Account, and no third party security
<br />interest or lien of any type exists regarding the Settlement Account or any Card
<br />transaction.
<br />27.1.16. you will not at any time during the term of this Agreement, or until all
<br />amounts due under this Agreement have been paid in full, grant or pledge any
<br />security interest or lien in the Reserve Account Settlement Account or transaction
<br />proceeds to any Person without our consent;
<br />27.2. THIS AGREEMENT IS A SERVICE AGREEMENT WE DISCLAIM ALL
<br />REPRE -SENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, MADE TO
<br />YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY
<br />WARRANTIES REGARDING QUAL -ITY. SUITABILITY, MERCHANTABILITY.
<br />FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT OR
<br />OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO
<br />THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT
<br />LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY
<br />27.3. IN NO EVENT SHALL WE OR OUR AFFILIATES OR ANY OF OUR OR
<br />THEIR RESPECTIVE DIRECTORS. OFFICERS, EMPLOYEES, AGENTS OR
<br />SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT..
<br />STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST
<br />REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE,
<br />SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF
<br />WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES,
<br />REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR
<br />WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES CLIENT ACKNOWLEDGES AND AGREES
<br />THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED
<br />DAMAGES AS PROVIDED ELSEWHERE IN THIS AGREEMENT SHALL NOT BE
<br />PROHIBITED BY THIS PARAGRAPH
<br />27.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
<br />CONTRARY (INCLUDING BUT NOT LIMITED TO SECTIONS 33 or 28 5), OUR
<br />CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS. CONTROVERSIES,
<br />BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING. BUT
<br />NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS
<br />AGREEMENT), REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY,
<br />SHALL NOT EXCEED, (1) $50,000 OR (ll) THE AMOUNT OF FEES RECEIVED
<br />BY US PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN
<br />THE IMMEDIATELY PRECEDING 12 MONTHS, WHICHEVER IS LESS
<br />27.5. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
<br />CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION 30), OUR LIABILITY
<br />FOR ANY DELAY IN FUNDING TRANSACTIONS TO YOU FOR ANY REASON,
<br />OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 23 4 AND 23 6,
<br />WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU
<br />SUBMIT THE TRANSACTION TO THE DATE THAT WE FUND THE
<br />TRANSACTION AT THE RATE OF THE FEDERAL FUNDS AS SET BY THE
<br />FEDERAL RESERVE BANK OF NEW YORK, NEW YORK FROM TIME TO TIME,
<br />LESS ONE PERCENT (1%)
<br />CardCo2305 Y2
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