|
<br />C¡9C-
<br />
<br />3-
<br />Fees, Charges and Discounts
<br />
<br />A. Pricing. Merchant shall pay Financial Institution for the services set forth in Schedule UK attached hereto in accordance with the pricing
<br />schedule set forth therein. Merchant agrees that in determining the amount of credit to be provided to Merchant for Sales Drafts presented to
<br />Rnanciallnstitution or Bank, the face amount of each such Sales Draft will be discounted by the percentage set forth in Schedule "þ:.' attached hereto.
<br />
<br />B. Price Changes. Financial Institution may change its fees, charges and discounts from time to time for any reason (including without limitatiol1
<br />increases in the fees and charges imposed by MasterCard or by Visa, and increases in Financial Institution's telecommunication costs), by giving
<br />notice of the change to Merchant. Any price change imposed by Financial Institution that is caused by changes in the published fees of MasterCard
<br />or Visa shall be applicable to Merchant as of the effective date established by MasterCard or Visa. k3 to any price change not thus caused by
<br />MasterCard or Visa increases, (i) Financial Institution shall provide Merchant with at least fifteen (15) days notice of the effective date of the priœ
<br />change, (ii) 00 such price change shall affect any transaction consummated prior to the effective date of such change, and (iii) Merchant shall
<br />have the right, upon written notice received by Financial Institution prior to the effective date of the price change, to terminate this Agreement.
<br />Merchant's presentation of any Sales Draft to Rnancia Institution or Bank after effective date shall constitute Merchant's acceptance of the new prices.
<br />
<br />4.
<br />Optional Services
<br />
<br />(Included within this Agreement if initialed where indicated.)
<br />
<br />A. Authorizations. If the blank at the end of this Section 4A has been initialed by Merchant, Merchant agrees as follows: (i) Merchant shall
<br />obtain authorization for all Card transactions, by contacting the approval center designated by Financial Institution; (ii) no Sales Draft deposited
<br />with Financial Institution or Bank shall be effective unless a proper approval code or authorization number is clearly marked thereon; and (iii) each
<br />Sales Draft shall be deposited with Financial Institution or Bank on or before the business day immediately following the day that such Sales Draft
<br />is originated, unless Financial Institution's or Bank's depository facilities are closed on such day, in which event such Sales Draft shall be deposited
<br />with Financial Institution or ank bY. 10:00 a.m. on Financial Institution's or Bank's next business day.
<br />
<br />Agreed by Merchant: UJ
<br />
<br />B. Electronic Draft Capture. If the blank at the end of this Section 4.B has been initialed by Merchant, Merchant requests that Electronic Draft
<br />Capture ("EOC") services be provided to Merchant, and the following provisions shall be applicable: Merchant's electronic transmission of Sales
<br />Drafts shall be made pursuant to formats, rules and procedures established by Financial Institution for EOC services. Merchant shall store each
<br />original Sales Draft for at least ninety (90) days from date of the transaction, and shall retain a microfilm or microfiche copy of each such Sales
<br />Draft for at least seven (7) years from the date of the transaction. Merchant shall not charge any fee fq.r the creation or storage of such copies.
<br />If Financial Institution or Bank receives any request for retrieval of a Sales Draft, Financíallnstitution shall promptly transmit such request to Merchant.
<br />and Merchant shall promptly provide to Financial Institution (or to the Card issuing financial institution if Financial Institution so directs) a ~
<br />of the requested Sales Draft, all in compliance with applicable MasterCard and Visa rules. In addition to the indemnity set forth in Section 2.K
<br />hereof, Merchant agrees to and hereby does indemnify and hold Financial Institution and Bank harmless from and against any and all losses, liabilities
<br />and chargebacks arising out of Merchant's failure to comply with a request for retrieval of Sales Draft.
<br />
<br />Agreed by Merchant: L- fU
<br />
<br />5.
<br />Miscellaneous Provisions
<br />
<br />. Rules and Procedures. Merchant agrees to observe and comply with applicable Visa and MasterCard rules, as amended and in effect from
<br />: to time, and with such other procedures as Financial Institution may from time to time prescribe for sales, leases, Sales Drafts. credit memorarda
<br />{ ::!posits, or for the services to be performed under this Agreement.
<br />
<br />d. Records. Merchant agrees (i) to preserve all records pertaining to Card sales, Sales Drafts, and credit memoranda for one (1) year from
<br />the date thereof (unless a longer period is required by Section 4.B hereof), and to allQ'W Financial Institution to exàmine and verify the same, ~~
<br />to execute and file any and all statements and notices requested by Financial Institution in order to preserve or protect Financial Institution's interes:s
<br />under this Agreement, and (iii) to comply promptly with any document production requests received by Financial Institution or Bank and forwarded
<br />to Merchant. Merchant further agrees that it shall not charge any fee for such preservation of records, execution of statements and notices. or
<br />compliance with document production requests.
<br />
<br />C. No DIsclosure of Cardholder Infonnatlon. Merchant shall not sell, provide. exchange, or otherwise disclose to third parties (other than to
<br />Merchant's agents and contractors for the purpose of assisting Merchant in completing the transaction. or to MasterCard or Visa, or as specifK:al!y
<br />required by law) any Cardholder's account number information nor any other information about the Cardholder or about Cardholder's account. without
<br />obtaining the prior written consent of the Cardholder on a document other than the Sales Draft. The prohibitions of this Section S.c shall be appIicaœ
<br />to any and all forms, documents and media in which such account numbers or other information may be set forth or stored Qncluding as examples
<br />but without limitation Sales Drafts, carbon copies and photocopies), and Merchant shall utilize storage and disposal procedures that will prevern
<br />any improper disclosure of such account numbers or other information.
<br />
<br />D. Information About Merchants Business.. Merchant agrees to furnish to Financial Institution upon five (5) days notice such financiaJ statemerts
<br />and information concerning Merchant or its parent, subsidiary or affiliated entities as Financial Institution may from time to time request. Wrthcut
<br />prior notice given to Merchant (but during Merchant's normal business hours), Rnancial Institution or its ÒJIy authorized representatives may visit
<br />Merchant's business premises, and may examine that part of the books and records of Merchant that pertain to Merchant's sales and/or leases
<br />made by honoring Cards or to Merchant's practices regarding Card related sales and leases, including without limitation Merchant's books and
<br />records concerning all Sales Drafts previously presented to Financial Institution or Bank for credit.
<br />
<br />Merchant and Merchant's principals, officers, partners or proprietors, as the case may be, agree to provide Financial Institution at least thirty
<br />(30) days prior written notice of its or their Intent to change in any way the basic nature of Merchant's business.
<br />
<br />Merchant agrees to provide Financial Institution with prompt written notice If Merchant or any of its parent, subsidiary or affllíated entities is
<br />l -169 (REV 9191)
<br />
|