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DocuSign Envelope ID: 69E.4955D-23F3-4407.84A7-E75FDC837DB9
<br />immediately upon notice from Global Direct or upon termination of this Card Services Agreement.
<br />Merchant agrees that all such displays and cessation of such displays shall be in accordance with the
<br />Card Association Rules.
<br />5. PAYMENT, CHARGES AND FEES. Fees and charges payable by Merchant for all products, services
<br />and applications, whether provided by Global Direct, a third party through Global Direct, or directly by
<br />a third party with Global Direct collecting monies with respect thereto (e.g., a POS Vendor Fee), shall
<br />be as set forth in the Merchant Application (exclusive of taxes, duties and shipping and handling
<br />charges) and in Section 39 of these Card Services Terms & Conditions. With respect to POS Vendor
<br />Fees, Global Direct does not control and is not responsible for the POS Vendor Fees charged to
<br />Merchant, and the pricing for any such fees depends on Merchant's agreement with such third party.
<br />Merchant shall at all times maintain one or more commercial checking accounts (the "Accounts") with
<br />Member or with another financial institution of Merchant's choice acceptable to Member and Global
<br />Direct that belongs to the Automated Clearing House ("ACH") network and which can accept ACH
<br />transactions. Merchant will be provisionally credited for indebtedness purchased under this Card
<br />Services Agreement by credit to Merchant's Account(s), Merchant's Account(s) will be provisionally
<br />credited for the gross amount of the indebtedness deposited less the amount of any credit vouchers
<br />deposited, minus any applicable discount, fees, product service costs, chargebacks, and other fees
<br />and charges. Merchant shall not be entitled to credit for any indebtedness that arises out of a
<br />transaction not processed in accordance with the terms of this Card Services Agreement or the Card
<br />Association Rules. Availability of any such funds shall be subject to the procedures of the applicable
<br />financial institution. Chargebacks and adjustments will be charged to Merchant's Account(s) on a daily
<br />basis. Merchant agrees to pay and Merchant's Account(s) will be charged for the discount, fees,
<br />product service costs, chargebacks, and other fees and charges described in this Card Services
<br />Agreement. Merchant also agrees to pay and Merchant's Account(s) will be debited for all fees,
<br />arbitration fees, liability assessments, or any other amounts charged or assessed by third parties, the
<br />card associations or network organizations on account of or related to Merchant's processing
<br />hereunder, including without limitation with regards to any third party who provides Merchant with
<br />services related to payment processing or facilitates Merchant's ability to accept credit and debit cards
<br />and who is not a party to this Card Services Agreement, If any type of overpayment to Merchant or
<br />other error occurs, Merchant's Account(s) may be debited or credited, without notice, and if Merchant's
<br />Account(s) do not contain sufficient funds, Merchant agrees to remit the amount owed directly to Global
<br />Direct. Merchant agrees not to, directly or indirectly, prevent, block or otherwise preclude any debit by
<br />Global Direct or Member to Merchant's Account which is permitted hereunder. Merchant represents
<br />and warrants that no one other than Merchant has any claim against such indebtedness except as
<br />authorized in writing by Member and Global Direct. Merchant hereby assigns to Member and Global
<br />Direct all of its right, title, and interest in and to all indebtedness submitted hereunder, agrees that
<br />Member and Global Direct have the sole right to receive payment on any indebtedness purchased
<br />hereunder, and further agrees that Merchant shall have no right, title or interest in any such funds,
<br />including any such funds held in a Reserve Account (as defined below).
<br />6. EQUIPMENT AND SUPPLIESITHIRD PARTY SERVICES.
<br />6.1. Merchant agrees that it will not acquire any title, copyrights, or any other proprietary right to
<br />any advertising material; leased equipment including imprinlers, authorization terminals, card
<br />reader hardware or printers; software; credit card authenticators; unused forms (online or
<br />paper); all hardware and software related to the CaIIPop OpenEdge Services (as defined
<br />below); and Merchant deposit plastic cards provided by Global Direct in connection with this
<br />Card Services Agreement. Merchant will protect all such items from loss, theft, damage or
<br />any legal encumbrance and will allow Global Direct and its designated representatives
<br />reasonable access to Merchant's premises for their repair, removal, modification, installation
<br />and relocation. Merchant acknowledges that any equipment or software provided under this
<br />Card Services Agreement is embedded with proprietary technology ("Software"). Merchant
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