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-. GENERAL TERMS
<br />In addition to the preceding Your Payments Acceptance Guide, our Agreement with
<br />you includes the following General Terms. If you fail to follow any of the provisions
<br />of the Your Payments Acceptance Guide Procedures or General Terms, you may
<br />incur certain liabilities and we may terminate our Agreement.
<br />21. Services
<br />Subject to Card Organization Rules, Services may be performed by us, our
<br />Affiliates, our agents, or other third parties we may designate from time to time in
<br />connection with this Agreement.
<br />L;arci,firganization Rules and Compliance
<br />You agree to follow all requirements of this Agreement in connection with each Card
<br />transaction and to comply with all applicable Card Organization Rules, including
<br />without limitation, the data security requirements described in Part I, Section 5.
<br />From time to time, we may amend the General Terms, by providing you with at least
<br />20 days' prior written notice, and those provisions will be deemed incorporated into
<br />this Agreement. However, for changes in the Card Organization Rules or for security
<br />reasons, certain changes in Card procedures may become effective on shorter
<br />notice. If there are any inconsistencies between the General Terms and Your
<br />Payments Acceptance Guide, the General Terms will govern. You are responsible
<br />for staying apprised of all applicable changes to the Card Organization Rules and
<br />maintaining compliance with the Card Organization Rules. Card Organization Rules
<br />may be available on web sites such as blip 11 a viaom/m rchants/me chant-
<br />su000rt/international-op re ating-re8ulations.isp and hJJI21/www_mastercard.com/us
<br />/merchant/support/rules. html.
<br />These links may change from time to time.
<br />23. Settlement of Card Transactions
<br />23.1. We will only be required to settle Card transactions for Card types specified in
<br />your Application. Promptly after presentment of Sales Drafts pursuant to Your
<br />Payments Acceptance Guide, we will initiate a transfer of the applicable settlement
<br />funds to you.
<br />23.2. Unless otherwise agreed to in writing to the contrary, all discount fees are
<br />deducted daily. All settlements for Visa, Mastercard, Discover Network, PayPal and
<br />American Express Card transactions will be net of Credits, Summary Adjustments,
<br />applicable discount fees when due, Chargebacks and any other amounts then due
<br />from you. We may also set off from any payments otherwise due, any amounts
<br />owed to any of our respective Affiliates, whether or not arising out of or related to
<br />this Agreement.
<br />23.3. All credits to your Settlement Account or other payments to you are provisional
<br />and are subject to, among other things, our right to deduct our fees, our final audit,
<br />Chargebacks (including our related losses), and fees, fines and any other charge
<br />imposed on us by the Card Organizations as a result of your acts or omissions. You
<br />agree that we may debit or credit your Settlement Account for any deficiencies,
<br />overages, fees, pending Chargebacks and any other amounts owed to us or any of
<br />our respective Affiliates, or we may deduct such amounts from settlement funds or
<br />other amounts due to you from us, or our respective Affiliates. You further agree we
<br />can offset any amounts owed to us or our Affiliates related to activity in other
<br />accounts maintained in the name of or guaranteed by you, any of your principals,
<br />guarantors or authorized signors. Alternatively, we may elect to invoice you for any
<br />such amounts, net due 30 days after the invoice date or on such earlier date as may
<br />be specified.
<br />23.4. We will not be liable for any delays in receipt of funds or errors in debit and
<br />credit entries caused by you or any Person.
<br />23.5. In addition to any other remedies available to us under this Agreement, you
<br />agree that should any Event of Default (see Section 30.4) occur, we may, with or
<br />without notice, change processing or payment terms and/or suspend credits or other
<br />payments of any and all funds, money and amounts now due or hereafter to
<br />become due to you pursuant to the terms of this Agreement, until we have had
<br />reasonable opportunity to investigate such event.
<br />23.6. You acknowledge and agree that transfers to and from the Settlement Account
<br />shall be based on the account number and routing number supplied by you. We are
<br />not responsible for detecting errors in any Settlement Account information you
<br />provide, including the account numbers and routing numbers, even if any of those
<br />numbers do not correspond to the actual account or financial institution identified by
<br />name.
<br />23.7. This Agreement is a contract whereby we are extending financial
<br />accommodations to you within the meaning of Section 365(c) of the U.S. bankruptcy
<br />code. Your right to receive any amounts due or to become due from us is expressly
<br />subject and subordinate to Chargeback, setoff, lien, security interest and our rights
<br />to withhold settlement funds under this Agreement, without regard to whether such
<br />Chargeback, setoff, lien, security interest and the withholding of settlement funds
<br />rights are being applied to claims that are liquidated, unliquidated, fixed, contingent,
<br />matured or unmatured.
<br />23.8. Agent Appointment. If applicable, by accepting Alipay, you non -exclusively
<br />appoint First Data Merchant Services, LLC ("FDMS") as your agent solely for the
<br />limited purpose of receiving settlement funds from Alipay on your behalf for the
<br />transactions submitted from your participating locations. You acknowledge that
<br />payment of settlement funds to FDMS by Alipay constitutes full and final settlement
<br />of such amounts payable to you by Alipay.
<br />23.9. Alipay services are provided solely by Processor, and the Bank has no
<br />performance obligations or liabilities of any nature in connection with Alipay.
<br />A TRUE COPY
<br />:ERTIFICATION ON LAST PAGE
<br />J.R. SMITH. CI FRK
<br />24. Exclusivity I
<br />During the term of this Agreement, you shall use us as your exclusive provider of all
<br />Services.
<br />25.1. In consideration of the Services provided by us, you shall be charged, and
<br />hereby agree to pay us any and all fees set forth in this Agreement (for the purposes
<br />of clarity, this includes the Application and any additional pricing supplements or
<br />subsequent communications), all of which shall be calculated and payable pursuant
<br />to the terms of this Agreement and any additional pricing supplements or
<br />subsequent communications.
<br />If a transaction fails to qualify for your anticipated interchange levels or you
<br />inadvertently or intentionally accept a transaction other than the type anticipated for
<br />your account (including a different Card type), then, as applicable to your pricing
<br />method, you will be charged a higher interchange, Discount Rate or Non -Qualified
<br />Interchange Fee, as well any applicable surcharge for that transaction, all as further
<br />described in Section A.3 of Part IV of this Agreement and in the Application. With
<br />respect to inadvertent or intentional acceptance of a transaction other than the type
<br />anticipated for your account (including a different Card type), you will also be subject
<br />to payment to us of our then -current transaction fee(s) with respect to such Card and
<br />/or transaction and be liable, obligated and responsible under this Agreement for
<br />any such transaction to the same extent as you would be if it was of a Card type
<br />elected and approved.
<br />For more information on Visa's and Mastercard's interchange rates, please go to
<br />www.v'sa.com and www.ma t r ard. om.
<br />25.2. All authorization fees will be charged for each transaction that you attempt to
<br />authorize. All capture fees will be charged for each transaction that you transmit to
<br />us for settlement. If you are being billed a combined fee for both the authorization
<br />and capture of a transaction, the authorization and capture must be submitted as a
<br />single transaction, otherwise the authorization and the capture will each be charged
<br />separately. You are responsible for utilizing software or services that will correctly
<br />submit these transactions to achieve the combined billing.
<br />25.3. The fees for Services set forth in this Agreement are based upon assumptions
<br />associated with the anticipated annual volume and average transaction size for all
<br />Services as set forth in this Agreement and your method of doing business. If the
<br />actual volume or average transaction size are not as expected or if you significantly
<br />alter your method of doing business, we may adjust your discount fee and
<br />transaction fees without prior notice.
<br />25.4. The fees for Services set forth in this Agreement may be adjusted to reflect
<br />increases, or new fees imposed by Card Organizations, including without limitation,
<br />interchange, assessments and other Card Organization fees, or to pass through
<br />increases or new fees charged to us by other Persons related to the Services. All
<br />such adjustments shall be your responsibility to pay and shall become effective
<br />upon the date any such change or addition is implemented by the applicable Card
<br />Organization or other Person as specified in our notice to you.
<br />25.5. Subject to Section 30.3, we may also increase our fees or add new fees for
<br />Services for any reason at any time, by notifying you thirty (30) days' prior to the
<br />effective date of any such change or addition.
<br />25.6. If you receive settlement funds by wire transfer, we may charge a wire transfer
<br />fee per wire.
<br />25.7. To the extent the Automated Clearing House ("ACH") settlement process is
<br />used to effect debits or credits to your Settlement Account, you agree to be bound
<br />by the terms of the operating rules of the National Automated Clearing House
<br />Association, as in effect from time to time. You hereby authorize us to initiate credit
<br />and debit entries and adjustments to your account through the ACH network and /or
<br />through direct instructions to the financial institution where your Settlement Account
<br />is maintained for amounts due under this Agreement and under any agreements
<br />with us or our respective Affiliates for any products or services, as well as for any
<br />credit entries in error. You hereby authorize the financial institution where your
<br />Settlement Account is maintained to effect all such debits and credits to your
<br />account. This authority will remain in full force and effect until we have given written
<br />notice to the financial institution where your Settlement Account is maintained that
<br />all monies due under this Agreement and under any other agreements with us or
<br />our respective Affiliates for any products or services have been paid in full. You are
<br />solely responsible to inform us in writing if you want any fees or other adjustments to
<br />be debited from an account other than your Settlement Account.
<br />25.8. You agree to pay any fines imposed on us by any Card Organization resulting
<br />from Chargebacks and all fees, fines and other charges imposed on us by a Card
<br />Organization with respect to your acts or omissions. You are also responsible for all
<br />fees, fines, and other charges imposed on us as a result of acts or omissions by
<br />your agents or third parties.
<br />25.9. If your Chargeback percentage for any line of business exceeds the estimated
<br />industry Chargeback percentage, you shall, in addition to the Chargeback fees and
<br />any applicable Chargeback handling fees or fines, pay us an excessive Chargeback
<br />fee for all Chargebacks occurring in such month in such line(s) of business. Each
<br />estimated industry Chargeback percentage is subject to change from time to time by
<br />us in order to reflect changes in the industry Chargeback percentages reported by
<br />Visa, Mastercard, American Express, Discover Network, or PayPal. Your
<br />Chargeback Percentage will be calculated as the larger of (a) the total Visa,
<br />Mastercard, American Express, Discover Network and
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