TRANSFIRST LLC 2 - 2014 - Laserfiche WebLink

Home Browse Search

evidence of required licenses and other information and documents Bank may reasonably request from time to time Merchant shall further provide Bank such information as it play request for the making of insurance claim, regulatory or other Filings related to Merchunt's activity pursuant to this Agreement. All material marked "confidential" which Bank receives from Merchant will be used only by Bank or Card Association in performing the Card Program services corder this Merchant Agreement or related services and reporting. At any reasonable time, Bank, airy Card Association or any other entity having authority has the right to audit Merchant's records relating to this Merchant Agreement. Without limiting the generality of the foregoing, Merchant understands cord agrees that if at the time of signing this Merchant Agreement Merchant is undergoing a forensic Investigation, Merchant must notify Batik and fully cooperate with the investigation until it is completed. % .ASSIGNMENT; BANKRUPTCY. 9.1 Assignment, This Merchant Agreement is binding upon the successors and assigns of Bank and Merchant. Merchant will not assign this Merchant Agreement to another entity without Bank's prior written consent and any purported assignment made without Bank's consent will be void. 92 Hanki uptcy. (a) Merchant will notify Batik immediately if any bankruptcy, insolvency or similar petition is filed by or against Merchant. Merchant acknowledges that this Merchant Agreement constitutes an executory contract to extend credit or tinmrcial accommodations as defined in 11 U.S.C. 4365(c)(2) and that the Merchant Agreement cannot be assumed or assigned in tine event of bankruptcy_ Merchant and Bank agree that in lire event of Merchant's bankruptcy, Bank shall be entitled to suspend further performance under this Merchant Agreement. (b) Merchant acknowledges tad agrees that in the event of a bankruptcy proceeding, Merchant must establish a Reserve Account or maintain a previously established and then current Reserve Account in amounts required by Batik and in accordance with my Reserve Amount provision specified in this Merchant Agreement. Bank will have die right to setoff against tine Reserve Account for any and all obligations which Merchant may owe Bank, without regard ns to whether the obligations relate to Transactions initiated or created before or after the Citing of the bankruptcy petition. 10.AMENDMENTS; WAIVERS. 10 1 Amendments. Unless otherwise provided for in this Merchant Agreement, Bank may amend ibis Merchant Agreement at any time by providing Merchant with fifteen days' prior nonce by (a) sending Merchant written notice of such amendment, or (b) posting such amendment to the Processor wreb site and providing Merchant with electronic notice as provided in Section 2.3. The amendment will become etractive unless Bank receives Merchant's notice terminating this Merchant Agreement before the effective date- Bank may amend this Merchant Agreement upon less than fificen days' prior notice if Bunk reasonably determnes immediate modification is required by Requirements of Law, Operating Rules or any adverse charge in Merchant's financial condition. Amendments submitted by Merchant will hind Bank only if in writing and approved and signed by Bank's authorized officer. 102 Waivers. Bank's ashore to enforce this Merchant Agreement will not waive Bank's rights under this Merchant Agreement. Waivers ofmry provision of this Merchant Agreement must be in writing and signed by Bank. A waiver in one instance will not apply to other occasions unless that intent is clear from the signed waiver. 11. TERM; TERMINATION. I I Tcrmllienewal. The initial term of this Merchant Agreement shahs be for the term of three years (the "Initial Tenn') commencing on da date Bank processes the first Transaction for Merchant (including n test T'rans'action) mid, with processing of the first transaction, the Merchant accepts the services of Processor and agrees to be bound by this Merchant Agreement and signifies Bank's approval of this Merchant Agreement. At tine expiration of the Initial Term, this Merchant Agreement will automatically renew for successive one year periods (each a "Renewal Tenn" and collectively with the Initial Term the "ferny) unless A party Provides the other parties with notice of its intent not to renew this Merchant Agreement at least ninety days prior to the expiration of the then current term. 112 Termination. (u) Termination without Cause. Merchant Bank or Processor or Merchant Bank's or Processor's designated representative may terminate this Merchant Agreement as to all Card types or individually specified Card types, without cause upon thirty days advance written notice. (b) Termini on for Cause by Bank- Merchant Bank or Processor or Merchant Bank's or Processor's designated representative may terminate this Merchant Agreement in its sole and absolute discretion, effective immediately, upon written, electronic or oral notice, except as otherwise stated in this Merchant Agreement, to Merchant if Merchant Bank or Processor reasonably determines that Any of the following conditions exists: h) Merchant ties violated any prevision ofthis Merchant Agreement. (ii) There is a material adverse change in Merchant's financial condition, material change in Merchant's processing Activity, processing activity inconsistent with the Merchant Applicuton, or Merchant Bank or Processor ifismaines in its sole discreion that Merchant's processing activity could result to a loss to Bank (iii) A petition in bankuptcy tins been Cited by or against Merchant, life Merchant is generally unable to pay its debts as they become duci a receiver, custodian, trustee, liquidator or similar official is appointed for a substantial portion of Merchant's business, [sere is a general assignment for the benefit eeditors, or the business warranties. (iv) Any infommtion which Merchant provided to Bank, Including Merchant Application information. was false, incomplete or misleading when received, or has materially changed since Merchant provided such information. (v) At any time during the term of this Merchant Agreement. Merchant has had a monthly ratio of Chargebaclos to Transactions exceeding one percent, or Chargebacks are in excess of three percent of any monthly dollar amount of Transactions NO There is an overdraft for three days or more in the Settlement Account, or overdrafts in the Settlement Account are otherwise excessive. (vii) Merchant or anv of Merchant's otNcers or employees has been involved in processing Transactions with Bank or other parties arising from fraudulent or otherwise unauthorized transactions. (viii) Merchant is or will be unable or unwilling to perform its obligations under this Merchant Agreement or any applicable laws. (ix) Merchant has failed to pay Bank any amount when due. (x) Merchant has failed to promptly perform or discharge any obligation under this Merchant Agreement, the Settlement Account or the Reserve Account. (xi) Any or Merchant's representations or warranties made in connection with this Merchant Agreement was not true or accurate when given. (xis) Merchant has defaulted on Any agreement it has with Bank. (.viii) Bank is served with legal process seeking to attach or garnish any of Merchant's funds or property in Bank's possession, and Merchant does not satisfy or appeal the legal process within fifteen days of the Bank being served. (xiv) 'rhe Operating Rules are amended in anv way so that the continued existence of this Merchant Agreement would cause Bank to be In breach of such Operating Rules. (xv) Any Guanaty supporting Merchant's obligations is revoked, withdrnwn or terminated or altered in any way. (zvi) Any governmental entity initiates proceedings against Merchant, or Bank reasonably believes that a governmental entity may do so. (xvii) If any circumstances arse regarding Merchant or its business that create Irwin or loss ofgondwill to any Card Association. (c) Te anion f r C use b M Chan . Merchant may terminate this Merchant Agreement in the event of a material breach of the temps of this Merchant Agreement by Bank, provided Merchant gives Bank written notice of any alleged breach and such breach renains oriented for a period of thirryy days following receipt of written notice by the Bank. fit) Dnananes for Early Te ninatimn. Of Bank and Merchant acknowledge and agree that to addition to all .that remedies available Ire Bank under this Merchant Agreement or as otherwise available in law or equity, if this Merchant Agreement is terminated prior In tine expiration of the applicable Term of the Merchant Agreement for any reason other than far a material, uncured breach by Bank, Merchant agrees to pay Bank damages (the "Damages ") determined by adding an account closure fee As follows: (1) $250 for Merchants with less than twelve months remaining from the date of termination to the end or the then current Tern% or; (2) $500 for Merchants with mare than twelve months remaining, or such portion of the foregoing as may be permitted by applicable law_ (ii) Merchant agrees that such Damages shall also be due to Bank if Merchant discontinues submitting Transactions for processing during the Tenn for a period of ninety (90) consecutive days, and is not designated on the Merchant Application, or by notice to Bark, as a seasonal merchant or as otherwise agreed to by Bank. (iii) Merchant Acknowledges and agrees that the Damages are not a penalty but rather are a reasonable computation of the financial harm caused by the armmation of this Merchant Agreement by the Merchant. (e) Merchant Bank's or Processor's rights of termination under this Merchant Agreement are cumulative. A specific right of termination shall not limit my other right of Bank to terminate this Merchant Agreement expressed elsewhere in tits Merchant Agreement. Notice of termination may be given orally or in writing, if given orally, shall be confirmed In writing, except as otherwise stated in this Merchant Agreement. (f) Upon termination, Merchant's rights to complete Transactions and submit them to Batik, and to use Transaction form or formally, promotional material and any other items provided by Bank, will cease. Termination of this Merchant Agreement will not terminate the rights and obligations of Merchant and Batik relating to acts or omissions occurring before termination, including for example, any Processing Fees or other service fees awed to Bank, any Transactions processed for Merchant by Bank (whether before or after termination), Merchant's Chargeback and indemnity obligations, and the Security Interest granted to Bank Indus Merchant Agreement. (g) It is understood that a Me for terminated merchants referred to as `MATCH" is mainmined by Card Associations containing the names ofany business (and its principals) which have been terminated for certain reasons, including frond. depositing excessive counterfeit paper, excessive unauthorized transactions, depositing paper for other (laundering), bankruptcy or breach of this Merchant Agreement. Merchant acknowledges that Merchant Bank or Processor is required to report Merchant to the MATCH (and/or on the Consortium Merchant Negative File (the CMNP) published by fincoverf, Network) if this Merchant Agreement is terminated for any of the foregoing reasons or other reasons as may be modified by the Card Associations_ Merchant agrees Q consents to such reporting in the event of the termination of this Merchant Agreement for any of the foregoing reasons. (In) Sections 2.3, 3, 4, 5, 6. 7, 9.1. 10.2, 11, 12, 13. 14, 15, 16.3, 16.4 17, 18, 19, 20 and 22 will survive termination of this Merchant Agreement. PaBC4 o177 ONIYMERAGhIT v 10.1013