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27.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
<br />CONTRARY, BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY,
<br />TO YOU IN ANY WAY WITH RESPECT TO NON-BANK SERVICES.
<br />F 28. Confidentiality
<br />28.1. Unless you obtain written consents from us and each applicable Card
<br />Organization. Issuer and Cardholder, you must not use, disclose, store, sell or
<br />disseminate any Cardholder information obtained in connection with a Card
<br />transaction (including the names. addresses and Card account numbers of
<br />Cardholders) except for purposes of authorizing, completing and settling Card
<br />transactions and resolving any Chargebacks, Retrieval Requests or similar issues
<br />involving Card transactions, other than pursuant to a court or governmental agency
<br />request, subpoena or order You shall use proper controls for and limit access to
<br />and render unreadable prior to discarding, all records containing Cardholder
<br />account numbers and Card imprints You may not retain or store Magnetic Stripe
<br />data or Card Validation Codes after a transaction has been authorized If you store
<br />any electronically captured signature of a Cardholder, you may not reproduce such
<br />signature except upon our specific request
<br />28.2. You acknowledge that you will not obtain ownership rights in any information
<br />relating to and derived from Card transactions Cardholder account numbers,
<br />personal information and other Card transaction information. including any
<br />databases containing such information, may not be sold or disclosed to a Person as
<br />an asset upon a bankruptcy, insolvency or failure of Client's business Upon a
<br />bankruptcy, insolvency or failure of Client's business, all Card transaction
<br />information must be returned to Servicers or acceptable proof of the destruction of
<br />all Card transaction information must be provided to Servicers
<br />28.3. You will treat this Agreement, the Card Organization Rules and any
<br />information supplied or otherwise made accessible by us or our agents as
<br />confidential, including without limitation. (i) information about the products, services,
<br />operations, procedures, customers, suppliers, sales, pricing, business plans and
<br />marketing strategies of Servicers, their respective Affiliates and the customers,
<br />clients and suppliers of any of them, (ii) any scientific or technical information.
<br />design, process, procedure, formula, or improvement that is commercially valuable
<br />and secret in the sense that its confidentiality affords Servicers a competitive
<br />advantage over its competitors, and (iii) all confidential or proprietary concepts,
<br />documentation, reports, data, specifications, computer software, source code, object
<br />code, Flow charts, databases. inventions, know-how, show -how and trade secrets,
<br />whether or not patentable or copyrightable and will not disclose the same to any
<br />third parties, provided, however. that these restrictions do not apply to information
<br />(a) rightfully obtained on a non -confidential basis from a Person and your agents and
<br />representatives which Person was not subject to a duty of confidentiality, (b)
<br />rightfully and independently known by you on a non -confidential basis prior to its
<br />disclosure or (c) generally available to the public other than through any disclosure
<br />by or fault of you, your agents or representatives
<br />28.3.1. Our confidential information shall be used by you only to exercise your rights
<br />and to perform your obligations hereunder Client shall receive our confidential
<br />information in confidence and not disclose the confidential information to any third
<br />party, except as may be agreed upon in writing by us Client shall safeguard all of
<br />our confidential information using a reasonable degree of care, but not less than that
<br />degree of care used by it in safeguarding its own similar information or material
<br />Upon request by us or upon termination of this Agreement, Client shall return to us
<br />or destroy all of our confidential information in its possession or control,
<br />28.3.2. The obligations of confidentiality and restrictions on use in this Section shall
<br />not apply to any confidential information that (i) was in the public domain prior to the
<br />date of the Agreement or subsequently came into the public domain through no fault
<br />of Client'(6) was received from a third party free of any obligation of confidence of
<br />Client to the third party and which third party, to Client's knowledge, was not under
<br />an obligation to keep the information confidential, (it) was already in Client's
<br />possession prior to receipt from us, (iv) is required to be disclosed by law, regulation
<br />or court order after giving us as much advance notice as practical of the possibility
<br />of disclosure. or (v) is subsequently and independently developed by Client's
<br />employees consultants or agents without use of or reference to our confidential
<br />information.
<br />28.3.3. Except as specifically provided for herein this Section does not confer any
<br />right, license, interest or title in, to or under our confidential information to Client.
<br />Except as specifically provided for herein, no license is hereby granted to Client
<br />under any patent, trademark. copyright trade secret or other proprietary rights of
<br />ours
<br />28.3.4. Client acknowledges that breach of the restrictions on use or disclosure of
<br />any our confidential information would result in immediate and irreparable harm to
<br />us and money damages would be inadequate to compensate for that harm We
<br />shall be entitled to equitable relief, in addition to all other available remedies to
<br />redress any breach
<br />28,4. We may use data collected as part of performing payment processing or other
<br />transaction -related services for you ('Transaction Data') for the purpose of providing
<br />additional products and services to you, other merchants, or third parties This
<br />includes collecting using, and de -identifying cardholder information, dates.
<br />amounts, and other Transaction Data to provide you with analytic products and
<br />services as well as collecting and using Transaction Data anonymized and
<br />aggregated with other merchants' transaction data to provide you, other merchants,
<br />and third parties with analytic products and services
<br />28.5. You shall not assign to any Person the rights to use the Marks of Servicers
<br />our agents or the Card Organizations
<br />A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />28.6. All rights, tale, and interest in and to aU.Rte tT pQj*R<related to the
<br />Services (including without limitation, the content of any materials, web screens,
<br />layouts, processing techniques, procedures. algorithms, and methods), owned,
<br />developed or licensed by us prior to. during the term of, or after the Agreement, or
<br />employed by us in connection with the Services and any updates, changes.
<br />alterations, or modifications to or derivative works from such intellectual property,
<br />shall be and remain, as among the Parties, our exclusive property
<br />28.7. Client agrees that we may obtain relevant information from any applicable
<br />telecommunications provider utilized by Client, as necessary to investigate any
<br />allegation of fraud suspected fraud or other actual or alleged wrongful act by Client
<br />in connection with the Services.
<br />29. Assignments
<br />29.1. Any transfer or assignment of this Agreement by you, without our prior written
<br />consent, by operation of law or otherwise, is voidable by us Any transfer of voting
<br />control of you or your parent shall be considered an assignment or transfer of this
<br />Agreement Furthermore, you shall indemnify and hold us harmless from all
<br />liabilities. Chargebacks, expenses, costs fees and fines arising from such
<br />transferee's or assignee's Submission of Card transactions to us for processing For
<br />purposes of this Section 29, any transfer of voting control shall be considered an
<br />assignment or transfer of this Agreement
<br />29.2. The payment Services provided by us require access to a single bank account
<br />in which we may initiate both credits and debits You may not enter into any
<br />agreement that would require, in any circumstance or event, the transfer of any
<br />payments or proceeds from Card transactions covered by this Agreement to the
<br />custody or control of any Person You may not assign any rights, including the right
<br />of payment under this Agreement, to any other person In the event that you make
<br />an assignment (or provide a security interest) of receivables covered by this
<br />Agreement, then we may, at our option, elect to (a) refuse to acknowledge such
<br />assignment unless accompanied by an Authorization to both initiate debits or credits
<br />to the bank account of the assignee, (b) terminate this Agreement immediately, or
<br />(c) charge for any transfers that we are called upon to make manually to fulfill such
<br />an assignment at the rate of $100 per transfer
<br />29.3. Another Visa and Mastercard member may be substituted for Bank under
<br />whose sponsorship this Agreement is performed with respect to Visa and
<br />Mastercard transactions Upon substitution such other Visa and Mastercard
<br />member shall be responsible for all obligations required of Bank for Visa and
<br />Mastercard transactions, including without limitation, full responsibility for its Card
<br />program and such other obligations as may be expressly required by applicable
<br />Card Organization Rules
<br />Subject to Card Organization Rules, we may assign or transfer this Agreement and
<br />our rights, duties and obligations hereunder and/or may delegate or subcontract our
<br />rights, duties and obligations hereunder in whole or in part, to any Person, whether
<br />in connection with a change in sponsorship, as set forth in the preceding paragraph
<br />or otherwise, without notice to you or your consent
<br />29.4. Except as set forth elsewhere in this Section and as provided in the following
<br />sentence, this Agreement shall be binding upon successors and assigns and shall
<br />inure to the benefit of the parties and their respective permitted successors and
<br />assigns No assignee for the benefit of creditors, custodian, receiver, trustee in
<br />bankruptcy, debtor in possession, or other person charged with taking custody of a
<br />party's assets or business, shall have any right to continue assume or assign this
<br />Agreement
<br />r("-fletault
<br />30.1. This Agreement shall become effective upon the date this Agreement is
<br />approved by our Credit Department You acknowledge that our Credit Department
<br />maintains a list of business types that are unqualified for our Services We reserve
<br />the right to immediately terminate your account if it has been inadvertently boarded
<br />notwithstanding such Credit policies
<br />30.2. The initial term of this Agreement shall commence and shall continue in force
<br />for three years after it becomes effective Thereafter, it shall continue until we or you
<br />terminate this Agreement upon written notice to the other, or as otherwise
<br />authorized by this Agreement Should you fail to notify us in writing of your request
<br />to terminate you acknowledge and agree you will continue to be charged fees
<br />pursuant to this Agreement notwithstanding non- use of your account
<br />30.3. Notwithstanding the above or any other provisions of this Agreement. we may
<br />terminate this Agreement at any time and for any reason by providing 30 days'
<br />advance notice to you We may terminate this Agreement immediately or with
<br />shorter notice upon an Event of Default as provided under Section 30.4 of this
<br />Agreement In the event we provide notice to you of any new fees or increases in
<br />existing fees for Services, pursuant to Section 25.5, you may terminate this
<br />Agreement without further cause or penalty by notifying us that you are terminating
<br />this Agreement prior to the effective date of such new fees or increases However,
<br />maintaining your merchant account, or your continued use of the Services after the
<br />effective date of any such fee changes shall be deemed your acceptance of such
<br />fee changes for the Services throughout the term of this Agreement.
<br />30.4. If any of the following events shall occur (each an 'Event of Default')
<br />30.4.1. a material adverse change in your business financial condition, or business
<br />prospects, or
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