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Rev. 2024-08-06 pg. 14 <br /> <br />furnished to Sub-merchant and does not violate any agreement between Receiver and Sub- <br />merchant. <br />13.8. Without limiting the generality of anything in the Agreement, Sub-merchant will be <br />liable for, defend, hold harmless, and will indemnify Processor from and against all claims, losses, <br />liabilities, damages, fines, fees, assessments, expenses (including attorneys’ and collection fees <br />and expenses) and other costs resulting from (i) inaccuracies in the Sub-merchants’ bank account <br />information provided to Processor, (ii) any instructions from Sub-merchant regarding the release <br />or holding of Sub-merchants’ settlement funds, and/or (iii) any breach by Sub-merchant of its <br />obligations under the Agreement including this Section 13 or any misrepresentation by Sub- <br />merchant under this Section 13. <br />14. Employee Non-Solicit. During the term of this Agreement and for a one (1) year period <br />following any termination of this Agreement, neither party will, either directly or indirectly, on its <br />own behalf or on behalf of its affiliates or others, solicit, divert or hire away, or attempt to solicit, <br />divert or hire away any person who is (or was, at any time during the term of the Agreement or <br />such one (1) year period following) an employee of the other party. Notwithstanding the foregoing, <br />it is understood that this employee non-solicitation provision shall not prohibit: (i) solicitation of <br />any person who contacts a soliciting party on his or her own initiative without any solicitation by <br />or encouragement from the soliciting party; (ii) generalized solicitations by advertising and the <br />like which are not directed to specific individuals or employees of the protected party; (iii) <br />solicitations of persons whose employment was previously terminated by the protected party; or <br />(iv) solicitations of persons who have terminated their employment with the protected party <br />without any prior solicitation by the soliciting party. <br />15. Audits. At any reasonable time upon reasonable notice to Sub-merchant, Sub-merchant shall <br />allow auditors, including the auditors of any Association or any third party designated by Provider <br />or the applicable Association, to review the files held and the procedures followed by Sub- <br />merchant at any or all of Sub-merchant’s offices or places of business. Sub-merchant agrees that <br />the cost of such audit shall be borne by Sub-merchant if the audit is conducted at the request of an <br />Association or Member Bank. Sub-merchant will assist such auditors as may be necessary for them <br />to complete their audit. In the event that a third-party audit is requested by an Association, Member <br />Bank or regulatory agency, and/or required by the Operating Regulations or applicable law, <br />Provider may, at its option, and at Sub-merchant’s sole expense, either retain a third party to <br />perform the audit, or require that Sub-merchant directly retain a specific third party auditor. If <br />Provider requires that Sub-merchant directly retain the auditor, Sub-merchant shall arrange <br />immediately for such audit to be performed, and will provide Provider and the Associations with <br />a copy of any final audit report. <br />16. Amendment of Agreement or Modification of Services. Provider may, without prior notice, <br />amend this Agreement or modify the Services, including without limitation a change to the fees <br />charged for the Services; provided that Provider will provide Sub-merchant at least thirty (30) <br />calendar days’ prior notice of such changes. Such notice may be made by means of email or a <br />posting on the Website. Sub-merchant’s continued use of the Services following notification of <br />any change or amendment to this Agreement or the Services shall be taken as evidence of its