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Rev. 2024-08-06 pg. 16 <br /> <br />Exhibits and the Direct Processing Agreement, if applicable, shall constitute the entire agreement <br />between the parties concerning the subject matter hereof. This Agreement shall not be superseded <br />or replaced by the Direct Processing Agreement. In the event of a conflict between the terms of <br />this Agreement and the Direct Processing Agreement, the terms of the Direct Processing <br />Agreement shall control. <br />21. Authorization. Each of the parties hereto represents and warrants on behalf of itself that it has <br />full power and authority to enter into this Agreement; that the execution, delivery and performance <br />of this Agreement has been duly authorized by all necessary corporate, limited liability company <br />or partnership or other appropriate authorizing actions; that the execution, delivery and <br />performance of this Agreement will not contravene any applicable by-law, corporate charter, <br />operating agreement, partnership or joint venture agreement, law, regulation, order or judgment; <br />that execution, delivery and performance of this Agreement will not contravene any provision or <br />constitute a default under any other agreement, license or contract which such party is bound; and, <br />that this Agreement is valid and enforceable in accordance with its terms. <br />22. Assignment & Successors. Sub-merchant may not assign this Agreement or any of its rights <br />or obligations hereunder without Provider’s express written consent, and such consent shall not be <br />unreasonably withheld. Provider may assign this Agreement at its sole discretion. The Agreement <br />will be binding upon and inure to the benefit of the respective successors and assigns of the parties <br />hereto. <br />23. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the parties <br />hereto and their respective successors, transferees and assignees. This Agreement is for the benefit <br />of and may be enforced only by Provider and Sub-merchant and is not for the benefit of, and may <br />not be enforced by, any other party. Notwithstanding the foregoing, Provider and Sub-merchant <br />acknowledge and agree that Processor and Member Bank are hereby made parties to this <br />Agreement for the purpose set forth in Section 20 above. If any provision of this Agreement is <br />determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any <br />of the remaining provisions and this Agreement will be construed as if such provision is not <br />contained in the Agreement. "Member Bank" as used in this Agreement shall mean a member of <br />VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in <br />connection with this Agreement. The Member Bank is a party to this Agreement. The Member <br />Bank may be changed, and its rights and obligations assigned to another party by Processor at any <br />time without notice to Provider or Sub-merchant. <br />24. Intentionally Omitted. <br />25. American Express Program Participation. The following applies only if Sub-merchant <br />participates in the American Express Program, as controlled by the American Express OptBlue <br />Program Operating Regulations: <br />25.1. Sub-merchant must comply with, and accept Cards in accordance with, the terms of this <br />Agreement and the American Express Merchant Operating Guide, as such terms may be amended <br />from time to time.