Agmt11 EPX-Electronic Payment Exchange

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. � Upon request, Mcrchant shall fumish Bank with this infocmation in writing within [en (10) days. 2.7. Auditing and Crcdit Imest�tion. Rank or EPX may audit Merchant's compliancc with the terms of this Agreement. Merchant shall deliver such information within ten Q 0) days after Bank's or EPX's request, including without limitauon, periodic financial statements and infonnation pertaining to Merchant's financial condition, in a format reasonably acceptable to Bank and EPX. Such information shall be Vue, complete and accurate. Merchant authonces parties contacted 6y Bank or EPX to release credit information requested by Bank or EPX and Merchant agrees to provide a separate authorization for release of credit information if reyuested. 2.8. Exclusivitv. Merchant shall submit all Cazd Transactions processed by InfoSend for the particulaz entity, dba or web properry proccsscd by Bank and EPX during the term hereof solely to Bank and EPX for processing. lf Merchant fails to comply with this provision, Merchant agrees to pay Bank or EPX, a liquidated damages sum within ten (10) days of the date of non compliance. Thc amount shall equal the �reater of i. $250; or ii. 80% of thc product of: 1. The average net monthty fees; and 2. The number of months, including any pro rata po�tion o£ a month, then remaining prior to the date on which Merchant may terminate this Agrecmcnt in accordanee with i[ terms. Merchant agrees that the darnages suffered as a result of such non compliance would be extremely difficult to calculate with precision. For that reason, the parties hereto agree that the liquidated damages should be computed as set forth above. My exceptions to this exclusive arrangement must be approved by Bank and EPX in advance in writing. 2.9. Retention of Oriainal Sales Information. Merchant or EPX on Merchant's behalf shall retain the informazion required by Paragraphs 9.1 (Documenting Transactions) end 9.2 (Authorization for Transactions) for three (3) years from the date of thc Transaction. Upon request, Merchant or EPX on Merchant's behalf shall provide such information within five (5) days of receipt of request Failure to meet such time frame or non-delivery of any item or delivery of an illegible copy of an item requested by an lssuer shall constitute a waiver by Merchant of any claims a�d may result in an irtevocable Chargeback for the full amount of the Transaction. 2.I0. EPX Systetns. Merchant or its Agent acknowledges lhat its use of [he EPX Systems and Software is in accordance with the specification provided by LPX. My Software supplied to Merchant by F,PX is owned by EPX. It is licenscd to Merchant and not sold. The Manuals aze protected by copyrigh[ laws and intemalional copyright treaties, as well as other intellectual property laws and treatics. Merchant is prohibited &om copying the SoRware or Manuals rclated to the EPX System and Software. Merchant shall not sell, lease, encumber or otherwise dispose of the Softwaze or Manuals. Memhant acknowledges that the EPX Systems and Softwaze requires suitable wmputer hardware to funcdon properly. 3. 8PX Oblieations and Requirements. 3.1. EPX to Provide Services to Merchant. During the term of tt�is Agreement, subject ro the terms and condiuons of this Agreement, EPX agrees to provide EPX Systems, Software and Manuals in order to allow Merchant to accept and process 'Cransactions. EPX shall provide EPX Systems technical support 24 hours per day, 7 days per week, in accordance with EPX's thcn-current policies. 32. Data Connection. In the event Merohant requires thc installation of a dedicated data connection for electronic transmissions to EPX, Merchant will sign a sepazate agreement, EPX Third Party Initi:3ls �_�_I V��y Parc d nI 19 — �