BANCORP BANK (THE); PHOENIX PAYMENT SYSTEMS, INC. DBA ELECTRONIC PAYMENT EXCHANGE (EPX)

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which this Agreement shall terminate, which date shall be selected by the Bank in an effort to provide to Merchant as much advance notice of such termination as is reasonably practicable, consistent with safe and sound banking practices. 6.4. Termination of Aar'eement by Merchant. Merchant may terminate this Agreement upon at least thirty (30) days prior written notice to the other parties if: i. Bank or EPX amends Schedule B pursuant to Paragraph 10.16.ii (Amendment to Fees and Charges) to increase the rates, fees or charges Merchant pays herein in excess of 5% in any given contract year, except for increases in Association fees or rates, or rates raised in accordance with Paragraph 10.16.iii (Volume Adjustments); ii. Any material amendment or modification to this Agreement made by Bank or EPX that adversely affects Merchant in a material respect (excluding material amendments or modifications required due to changes in Association Regulations or applicable federal, state or local law or regulation); or iii. Bank or EPX breaches a material provision of this Agreement and fails to cure such breach within such thirty (30) day period. Bank is not obligated to provide replacement Services if EPX does not or cannot perform. Merchant's right to terminate pursuant to this Paragraph 6.4.i or 6.4.ii shall expire thirty (30) days following the receipt of notice of any such increase or material amendment of modification. 7. Merchant Billine. 7.1. Fees. Merchant shall pay all fees, including, but not limited to monthly service fees, Chargebacks and set-up fees as specified on and in accordance with Schedule B, as amended by Bank and EPX. hz addition to Schedule B fees, Merchant shall be charged a $50.00 NSF fee when EPX attempts to debit Merchant for any Chargebacks, returns, fines, fees and assessments and such charges are returned to EPX for insufficient ftu'1ds. Bank and EPX shall provide the Merchant with reasonable notification of all fee or rate changes, including any Association fee or rate changes. Merchant also agrees to pay Bank or EPX the amount of any fees, charges or penalties assessed against Bank or EPX by any Association or Issuer for Merchant's violation of the by-laws, rules, regulations, guidelines, policy statements or threshold requirements of such parties. 7.2. Taxes. Each party-hereto shall report its income and pay its own taxes to any applicable jurisdiction. If excise, sale or use taxes are imposed on the Transactions, Merchant shall be responsible for the collection and payment thereof. If Bank or EPX funds any taxes, interest, fine or penalties that are the responsibility of the Merchant, Bank or EPX shall be immediately charged to the Operating Account or Reserve Account or recouped by adjustment of any credits due to Merchant. 7.3. Billine. All amounts Merchant owes Bank and EPX may be charged to the Operating Account or Reserve Account or recouped by adjustment of any credits due to Merchant. 8. Liability and Indemnification. 8.1. Conversion. Bank will have no liability to Merchant if any conversion is delayed or cannot be completed. EPX will not have liability to Merchant if any conversion is delayed or cannot be completed unless due to the gross negligence of EPX; 8.2. EPX System. EPX will have no liability to Merchant if the EPX System or Software fails to operate because of: i. Merchant's inappropriate, inadequate or faulty computer hardware; ii. The failure of Merchant, its employees or agents to operate the EPX System or Software properly in accordance with the instructions provided by EPX; or Initials Page 9 of 19