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<br />This Sub -Merchant Agreement shall be binding upon Sub -merchant's execution. The term of this Sub -Merchant Agreement shall begin, and the
<br />terms of the Agreement shall be deemed accepted and binding upon Acquirers and Provider, on the date Acquirers accept this Agreement by
<br />issuing a merchant identification number, and shall terminate when Provider's Agreement with Sub -merchant terminates.
<br />Notwithstanding the foregoing, Acquirers may immediately cease providing Acquirer Services and/or terminate this Sub -Merchant Agreement
<br />without notice if (i) Sub -merchant or Provider fails to pay any amount to Acquirers when due, (ii) in Acquirers' opinion, provision of a service to
<br />Sub -merchant or Provider may be a violation of the Operating Regulations, or any applicable state, federal, or local laws, rules, and regulations
<br />("Laws"), (iii) Acquirers believes that Sub -merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer's
<br />agreement with Provider terminates, or (v) Acquirers or Providers are required to do so by any of the Associations.
<br />Further, Provider may terminate this Sub -Merchant Agreement at any time, in Provider's sole discretion, without prior notice to Sub -merchant. If
<br />this Sub -Merchant Agreement is terminated by any party hereto, the provisions of section 3 above will continue to apply until Sub -merchant has
<br />paid all amounts owed to Acquirer and/or Provider in respect of the Acquirer Service provided by Provider prior to termination.
<br />5. Indemnification and Limits of Liability.
<br />Sub -merchant agrees to provide Acquirers, via a communication with Provider, with written notice, specifically detailing any alleged breach by
<br />Acquirer of this Sub -Merchant Agreement, within thirty (30) days of the date on which the alleged failure or error first occurred; failure to so provide
<br />notice shall be deemed an acceptance by Sub -merchant and a waiver of any and all rights to dispute such failure or error. Acquirers shall bear
<br />no liability and have no obligations to correct any errors resulting from Sub- merchant's failure to comply with the duties and obligations of the
<br />preceding sentence.
<br />To the extent allowed by law, without waiving its sovereign immunity, Sub -merchant shall indemnify and hold harmless Acquirers, and their
<br />directors, officers, employees, affiliates, and agents from and against all proceedings, claims, demands, losses, liabilities, damages and expenses
<br />resulting from or otherwise arising out of (i) the Acquirer Services in this Sub -Merchant Agreement, (ii) Sub -merchant's or Sub -merchant's
<br />employees and agents acts or omissions in connection with the Acquirer Services provided pursuant to this Sub -Merchant Agreement, (iii) any
<br />infiltration, hack, breach, or violation of the processing system resulting from, arising out of, or in any way related to Sub -merchant's ability to use
<br />of the Acquirer Services provided herein including but not limited to Sub -merchant's use of an Agent or any other third party processor or system
<br />or (iv) any issue between Sub -merchant and Provider. This indemnification shall survive the termination of the Sub -Merchant Agreement. Sub -
<br />merchant's sole and exclusive remedy for any and all claims against Acquirers arising out of or in any way related to the transactions contemplated
<br />herein shall be termination of this Sub -Merchant Agreement. In the event that Sub -merchant has any claim arising in connection with the Acquirer
<br />Services, rights, and/or obligations defined in this Sub- Merchant Agreement, Sub -merchant shall proceed against Provider and not against
<br />Acquirers, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirers have any liability to Sub -merchant with
<br />respect to this Sub -Merchant Agreement or the Acquirer Services. Sub -merchant acknowledges Acquirers are only providing this Sub -Merchant
<br />Agreement to assist in Provider's processing relationship with Sub -merchant, that Acquirers are not liable for any action or failure to act by Provider,
<br />and that Acquirers shall have no liability whatsoever in connection with any products or services provided to Sub -merchant by Provider.
<br />6. Special MasterCard Terms.
<br />As used in this Section 7: (i) "Corporation" means MasterCard International Incorporated, Maestro International Inc., and their subsidiaries and
<br />affiliates; (ii) "Interchange System" means the computer hardware and software operated by and on behalf of the Corporation for the routing,
<br />processing, and settlement of transactions; (iii) "Marks" means the names, logos, trade names, logotypes, trademarks, service marks, trade
<br />designations, and other designations, symbols, and marks that the Corporation owns, manages, licenses, or otherwise controls and makes
<br />available for use by authorized entities in accordance with the Standards, and "Mark" means any one of the Marks; and (iv) "Standards" means
<br />the Amended and Restated Certificate of Incorporation and the bylaws, operating rules, regulations, policies, and procedures of the Corporation,
<br />including but not limited to any manuals, guides or bulletins, as may be amended from time totime.
<br />Sub -merchant acknowledges and agrees: (i) Sub -merchant will comply at all times with all applicable Standards, as amended from time to time;
<br />(ii) the Corporation is the sole and exclusive owner of the Marks, and Sub -merchant will not contest the ownership of the Marks forany reason;
<br />(iii) the Corporation may at any time, immediately and without advance notice, prohibit the Sub -merchant from using any of the Marks for any
<br />reason; and (iv) the Corporation has the right to enforce any provision of the Standards and to prohibit the Sub -merchant and/or Provider from
<br />engaging in any conduct the Corporation deems could injure or could create a risk of injury to the Corporation, including injury to reputation, or
<br />that could adversely affect the integrity of the Interchange System, the Corporation's "confidential information" (as defined in the Standards), or
<br />both; and Sub -merchant will not take any action that could interfere with or prevent the exercise of this right by the Corporation.
<br />Sub -merchant agrees that Provider may require any changes to Sub -merchant's website or otherwise that Provider deems necessary or
<br />appropriate to ensure that Sub -merchant remains in compliance with the Standards governing the use of the Marks.
<br />In addition to the termination provisions set forth in Section 4, this Sub -Merchant Agreement will automatically and immediately terminate if the
<br />Corporation de -registers Provider or if an Acquirer ceases to be approved by the Corporation for any reason or if such Acquirer fails to have a
<br />valid license with the Corporation to use any Mark accepted by Sub -merchant. Further, Provider, at its discretion or at the direction of an Acquirer
<br />or the Corporation, may terminate the Sub -Merchant Agreement immediately for activity deemed to be fraudulent or otherwise wrongful by
<br />Provider, an Acquirer, or the Corporation.
<br />In the event of any conflict or inconsistency between any provision of this Sub -Merchant Agreement and the Standards, the Standards will govern
<br />as to any transaction involving the Corporation or its cards.
<br />7. Miscellaneous.
<br />This Sub -Merchant Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio for Acquirer and its Member
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