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Rev. 2024-08-06 pg. 7
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<br />4.3.5. Submit transactions on behalf of another entity that the Associations would
<br />consider a sub-ISO, Payment Service Sub-merchant (PSP), Payment Facilitator, or other third
<br />party payment Sub-merchant.
<br />5. Authorization, Fees and Payment.
<br />5.1. Sub-merchant will maintain a commercial transaction account, as entered in its
<br />Application, or otherwise designated by Sub-merchant (“Account”), with a financial institution for
<br />the crediting and debiting of all payments and fees. Sub-merchant hereby authorizes Provider to
<br />facilitate the debiting and crediting of the Account for purposes of depositing Payments to Sub-
<br />merchant’s Account, debiting from Sub-merchant’s Account any chargebacks, refunds, or
<br />reversals, and debiting any payment network fees, and Provider fees, including, but not limited to,
<br />dues, fees, assessments or other amounts due Provider, and such authority shall remain in effect
<br />for a period of one (1) calendar year following the date of termination of this Agreement. Sub-
<br />merchant agrees that Provider may hold, set-off, or retain funds to protect itself against losses,
<br />chargebacks, unauthorized returns, or any amounts due or to become due under this Agreement.
<br />In addition, Sub-merchant specifically authorizes Provider to debit Sub-merchant’s Account,
<br />Reserve Account(s), and/or any account to which Provider has access which may be transmitted
<br />electronically or accessed through ACH, for any previously funded transaction that is returned or
<br />dishonored, or to pay amounts owed due to Provider or its affiliates, including, without limitation,
<br />any fees, costs, liabilities, or other amounts due to Provider or its affiliates without any further
<br />notice or demand, and such authority shall remain in effect for a period of one (1) calendar year
<br />following the date of termination of this Agreement. Sub-merchant shall always maintain the
<br />Account with sufficient cleared funds to meet its obligations under this Agreement. Sub-merchant
<br />agrees to maintain this Account information up-to-date with Provider at all times. Failure to do so
<br />may result in Payments being misdirected, withheld, or returned to its Payors. Provider shall in no
<br />event be liable for any damages directly or indirectly resulting from incorrect Account information.
<br />5.2. Sub-merchant authorizes Provider to conduct checks of Sub-merchant’s background,
<br />credit, or banking information, as necessary, and agrees that all information obtained under this
<br />Agreement may be shared with VISA, MasterCard, Discover, American Express, or any other
<br />applicable network. Sub-merchant agrees to provide information and documents that identify Sub-
<br />merchant, its beneficial owners, officers, and other individuals. Provider reserves the right to
<br />review at any time the identity, financials, background, and credit worthiness of Sub-merchant, its
<br />principals, and beneficial owners, including financial statements, and related documents, when
<br />requested by Provider. For any background, credit, or other check or report on Sub-merchant’s
<br />owners, officers, directors, or other principals, Sub-merchant agrees to obtain authorizations from
<br />such individuals. Sub-merchant acknowledges and agrees that it is responsible for its employees’
<br />actions, it will notify Provider of any 3rd party that will have access to cardholder data, and it will
<br />immediately report all instances of a data breach to Provider immediately after it reasonably
<br />identifies an incident. Sub-merchant also authorizes any person or credit reporting agency to
<br />compile information to answer those inquires of Provider and to furnish all requested information
<br />to Provider.
<br />6. Reserve Account Upon Mutual Agreement; Right of Setoff.
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