|
Payment Processing Services Statement of Work: Catalis Payments, LLC & Everett Municipal Court | Page 16 of 17
<br />represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store
<br />cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither
<br />Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.
<br />3. Settlement. Upon receipt of Sub-merchant's sales data for card transactions, Acquirer will process Sub-merchant's sales data to
<br />facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data,
<br />subject to the terms set forth herein, Acquirer will fund Sub-merchant, either directly to the Sub-merchant-Owned Designated
<br />Account or through Provider to an account designated by Provider (“Provider Designated Account”), at Acquirer's discretion, for
<br />such card transactions. Sub-merchant agrees that the deposit of funds to the Provider Designated Account shall discharge Acquirer
<br />of its settlement obligation to Sub-merchant, and that any dispute regarding the receipt or amount of settlement shall be between
<br />Provider and Sub-merchant. Acquirer will debit the Provider Designated Account for funds owed to Acquirer as a result of the
<br />Services provided hereunder, provided that Acquirer may also debit Sub-merchant's designated demand deposit account (“Sub-
<br />merchant-Owned Designated Account”) upon receipt of such account information from Sub-merchant or Provider, or if Acquirer
<br />deposits settlement funds into the Sub-merchant-Owned Designated Account. Further, if a card holder disputes a transaction, if a
<br />transaction is charge.cl back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or otherwise
<br />unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or Provider.
<br />4. Term and Termination. This Sub-MSA shall be binding upon Sub-merchant upon Sub-merchant's execution. The term of this Sub-
<br />MSA shall begin, and the terms of the Sub-MSA shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts
<br />this Sub-MSA by issuing a merchant identification number, and shall be coterminous with Provider's agreement with Sub-merchant.
<br />Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Sub-MSA without notice
<br />if (i) Sub-merchant or Provider fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to
<br />Sub-merchant or Provider may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant
<br />has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer detem1ines Sub-merchant poses a financial
<br />or regulatory risk to Acquirer, Member Bank, or an Association, (v) Acquirer's agreement with Provider terminates, (vi) any
<br />Association de-registers Provider, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or
<br />(viii) Acquirer is required to do so by Member Bank or any of the Associations.
<br />5. Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged
<br />breach by Acquirer of this Sub-MSA, which notice will specifically detail such alleged breach, within thirty (30) days of the date
<br />on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a
<br />waiver of any and all rights to dispute such breach.
<br />EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS SUB-MSA, ACQUIRER DISCLAIMS ALL WARRANTIES,
<br />INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
<br />FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant's sole and exclusive remedy for any and all claims against Acquirer
<br />arising out of or in any way related to the transactions contemplated herein shall be termination of this Sub-MSA . In the event that
<br />Sub-merchant has any claim arising in connection with the Services, rights, or obligations defined in this Sub-MSA , Sub-merchant
<br />shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no
<br />event shall Acquirer have any liability to Sub-merchant with respect to this Sub-MSA or the Services. Sub-merchant acknowledges
<br />Acquirer is only providing this Sub-MSA to assist in Provider's processing relationship with Sub-merchant, that Acquirer is not
<br />liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any
<br />products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in
<br />connection with this Sub-MSA and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that
<br />the provisions of this Sub-MSA will no longer apply and the terms of Acquirer's then current Bank Card Merchant Agreement,
<br />which would be provided to Sub-merchant upon request, will govern Acquirer's relationship with Sub-merchant. If Provider
<br />subsequently provides its services to Sub-merchant in connection with this Sub-MSA, Acquirer will cease to provide such services
<br />after receipt of notice from Provider and this Sub-MSA will govern Acquirer's relationship with Sub-merchant.
<br />6. Miscellaneous. This Sub-MSA is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard
<br />to conflicts of law provisions. This Sub-MSA may not be assigned by Sub-merchant without the prior written consent of Acquirer.
<br />This Sub-MSA shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and
<br />assignees. This Sub-MSA is for the benefit of, and may be enforced only by, Acquirer and Sub-merchant and is not for the benefit
<br />of, and may not be enforced by, any other party. Sub-merchant shall not disclose any Acquirer confidential information to any
<br />person or entity (other than to those employees or agents of Sub-merchant who participate directly in the performance of this Sub-
<br />MSA and need access to such information, or in response to a valid subpoena, court order, or Association requirement.) Acquirer
<br />may amend this Sub-MSA upon notice to Sub-merchant in accordance with Acquirer's standard operating procedure. If any
<br />provision of this Sub-MSA is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of
<br />the remaining provisions and this Sub-MSA will be construed as if such provision is not contained in the Sub-MSA . “Member
<br />Bank” as used in this Sub-MSA shall mean a member of VISA, Mastercard and/or Discover, as applicable, that provides sponsorship
<br />services in connection with this Sub-MSA. As of the commencement of this Sub-MSA , Member Bank shall be Fifth Third Bank,
|