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<br /> G. Exclu$ivity. Merchant agrees that throughout the term of this Agreement it will not use the services of any bank, corporation, entity or person
<br /> other than FìnancìaJ ìnstitutìon (or ITS designee) (i) tor presentation of Sales Drafts or other Card items into trIB interbank clearing systems operated
<br /> by MasterCard and VIsa, or (ii) for obtaining of Card transaction authorizations.
<br /> 2.
<br /> Sales Drafts
<br /> A. Execution of Sales Drafts; Signatures Required. Merchant shall evidence all sales and leases made through the honoring of Cards (ì) by
<br /> drafts drawn by Merchant on forms provided by Financial Institution, or (i~ through the use of magnetic stripe reading terminals (all such resulting
<br /> sales drafts or electronic records being collectively referred to as "Sales Drafts"). Merchant shall legibly imprint on each Sales Draft the embossed
<br /> portion of each Card honored by Merchant and the embossed merchant identification plate provided to Merchant by Financial Institution (or its
<br /> designee), unless Merchant is equipped with magnetic stripe reading terminals, in which case Merchant shalf comply with the applicable VIsa and
<br /> MasterCard rules and regulations for the use of such terminals. Merchant shall legibly complete each Sales Draft, shoNing the date of purchase
<br /> or lease, total cash price including sales or other applicable taxes, and a description of each service or item of merchandise provided as a part
<br /> of the transaction. Merchant hereby agrees that financial Institution In Its sole discretion may decline at any time or from time to time
<br /> t- --ocess any sales drafts that do not Include the actual signature of a cardholder, even If the Cðrdholders ~nsent or Instructions
<br /> h been obtained by telephone or by mall. Except in the case of mail, pre-authorized or telephone transactions that Financial Institution has
<br /> a .d to process, no sale or lease may be complete? if the customer fails to present his Card to Merchant. Merchant shall deliver a true and
<br /> c. leted copy of the Sales Draft to the Cardholder at the close of each transaction. Merchant shall immediately notify Financial Institution in
<br /> the event any information on the merchant identification plate is changed.
<br /> B. Telephone Orders; Mail Orders; Pre.Authorized Sales. For telephone and mail order transactions that Financial Instítution has agreed to
<br /> process, Merchant shall obtain the exact name of the Cardholder, the account number of the Cardholder and the expiration date of the card. Mercham
<br /> shall forward all such information to Financial Institution as part of the authorization inquiry when authorization is required. If Merchant agrees
<br /> to accept a pre-authorized order, Merchant shall require Cardholder to execute and deliver to Merchant a writ1en request for such pre-authorization,
<br /> which request shall be retained by Merchant and made available upon request to Financial Institution. Merchant shall not deliver goods or perform
<br /> services covered by a pre-authorization after receiving specific notification that the pre-authorization is cancelled or that the Card used to effect
<br /> the pre-authorization order is not to be honored. For the transactions specified below, Merchant shall type or print legibly on the signature line
<br /> of the Sales Draft the following information:
<br /> (1) For telephone order transactions, the letters "TO".
<br /> (2) For mail order transactions, the letters "MO".
<br /> (3) For pre-authorized order transactions, the letters "PO'~
<br /> (4) For guaranteed reservation-no show and express check-out transactions (as described in the rules and regulations of Visa and MasterCard),
<br /> the information required by Visa or MasterCard.
<br /> C. Credits to Merchant Merchant shall maintain an account in good standing (the ':A.ccount") at Financiall'1stitution or (if requested by Financia:
<br /> Institution) at a bank designated by Financial Institution from time to time ("Bank"). Financial Institution shall arrange for credits to be made to
<br /> the Account for all Sales Drafts processed hereunder, as described below. Within three (3) business days 0: tne transaction date shown on each
<br /> Sales Draft, Merchant shall deliver such Sales Drafts (with approval or authorization codes marked thereon if re-J;Jired by this Agreement) to Financial
<br /> Institution (or to Bank), so that such Sales Drafts are actually received by Financial Institution or Bank within such period. at the address designated
<br /> by Financial Institution or Bank. Upon delivery of Sales Drafts to Financial Institution or Bank, accompanied by a :orm provided by Financial Institution
<br /> on which Merchant has legibly listed all Sales Drafts tendered at such time, and subject to the terms, conditions 'Ncmanties and Mercham's obligatio"S
<br /> set ru It in this Agreement and in the VIsa and MasterCard rules and regulations, Financiallnstìlution or Bank (or a orocessirx;¡ subcontractor designate-d
<br /> b~ lancial Institution from time to time) will process the Sales Drafts in the MasterCard and Visa inte;ba~{ clearing systems. Upon receipt oy
<br /> F cial Institution or Bank of credit for such Sales Drafts from the banks and other financial institutions :ssuing the Cards employed to dra.,
<br /> tt- 31es Drafts, Financial Institution or Bank will cause the Account to be credited with an amount eaua' tQ the credits received by Finan:;'aJ
<br /> In",,"ution or Bank In respect of the Sales Drafts processed. subject to the fees, charges and discounts re:erenced in SecÌion 3 hereof.
<br /> D. Debits to Merchant. Financial Institution and BanK are hereby authorized to debit Merchant's Acco.c-;: from tl.T.e to time in paymem to'
<br /> Financial Insti;uÎlon's services to Merchant pursuam to this Agreement. Such debits shall include the aopl!:;aj¡e fees. cnarges and discounts se:
<br /> fonn in Schedule '-p.;' attached hereto, as wel: as adjustments and chargebacks, equipment charges (installatlo~. rental a!(jIQf purchase). Cardholœ-
<br /> credits, and any fees, charges. fines, assessmenrs penalties, chargebacks or other liabilities that may ~ !mC>Jse'J from time to time by MasterCar::
<br /> or Visa Monthly fees shall be due and payable on the first day of the caiendar month to which they are ap:;.,,:abie. and Financial Institution s~a¡:
<br /> debit the Account for such fees on such date. All other fees shall be due and payable at the time the reia¡ec: services are renaered to Mercha:l:.
<br /> and Financial Institution shall debit the Account for such fees at such time. Financial Institution is autÏ1orizec ,0 make such debits without res;:Bc:
<br /> to the source of any funds in the Account.
<br /> Merchant shall be responsible to Financial Institution and Bank for any overdrafts that may result from the debiting of the Account by Financiai
<br /> Institution or Bank including but not limited to debiting in payment for Financìallnstitution's services to Mercha"': under this Agreement, and debti~-ç
<br /> for Sales Drafts charged back to Merchant in accordance with MasterCard and Visa rules and regulations ~.~erchant agrees to keep funds in tne-
<br /> ,Account sufficient to cover any and all such debits and, notwithstanrJing anything stated above, to cover any overdrah that may occur within or-¡¿
<br /> (i) business day of its occurrence. To the extent the Account does not have a sufficient balance to pay amounts due, then upon notice from Financia:
<br /> Institution, Merchant shall immediately pay Financial Institution all such amounts due, with interest on sucr: amounts from the date the overd:a!":
<br /> occurred until the date paid, such interest to be calculated at the lower of (i) 1.5% per month or (ii) the higrest rate permitted by applicable law
<br /> Financial Institution shall have the right to receive all amounts paid by Card issuing banks in respect of Sales Drafts for which Financial Institutio:1
<br /> has credited the Account.
<br /> At any time and from tIme to time, Fìnanciallnstitution may notify Merchant of the aggregate amount of debitS that Financial Institution reasonabiy
<br /> anticipates pursuant to this Section 2.D, and upon Financial Institution's demand (which may be oral or written), Merchant shall deposit into the
<br /> Account available funds equal to such amount, or shall pledge to Financial Institution collateral acceptable to Financial Instítution in order to cove:
<br /> such anticipated amounts. Merchant acknowledges that Financial Institution and/or Bank will monitor the voh..me and frequency of chargebacks
<br /> U' 169 (REV 9/91)
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