Agmt11 EPX-Electronic Payment Exchange

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xi. Address of the Merchant outlet's permanent establishment, including the Merchant outlet country; 1. On the same screen view as the checkout screen used to present the total purchase amounr, or 2. Within the sequence of web pages the Cardholder accesses during the checkout process. 6. Term. 6.1. Term. This Agreement shall become effective when signed by all parties however the term shall begin upon commencement of processing activiry under this Ageement and shall remain in effect for a term of three (3) years unless sooner terminated in accordance with this Agreement. The Parties shall agree in writing to renew this Agreement for successive tecros of two (2) yeacs each, unless any party provides written notice of tcrmination to the other parties at least 120 days prior to the end of the then current term. All existing obligations, warranties, indemnides and agreements with respect to Transacuons entered into before such termination shall remain in full force and effect and Merchant shall remain liable for all obligations to Cazdholders, Bank, and EPX incurred while this Agreement was in effcct. 6.2. Termination of Agreement bv Bank or EPX. Bank or EPX may terminate this Agreement upon thirty (30) days prior written notice to Merchant under any of the befow listed circumstances. During this period the Merchant shall have the opportuniry to cure the default. i. C6azgebacks exceed the Association guidelines, or appeaz to be the result of fraudulent Transactions as defwcd by the Association. EPX will provide Merchant with infortnation defining the Association guidelines; i i. Breach of this Agreement by Merchant; or iii. Mcrchant fails ro provide accurate financial statements suitable ro Bank or EPX in a timely manner upon request. Bank and/or EPX may terminate this Agreement immediately, in the following circumstances: i. In the opinion oF Bank or EPX there is a substandal negative change in the MerchanPs business or Gnancial position; ii. My act of freud or dishonesty is corrunitted by Merchant, its employees and/or agents, or Bank or EPX believes in good faith tt�at Merchant, its employces and/or agents have committed, are committin� or are planning to commit any acts of fraud or misrepresentation in connecuon with uansaction processing; iii. My representation or warranry made by Merchant in this Agreement or the Application for Services herein that is not true and correct, in a matcrial respect; iv. Merchant fails to maintain sufficient funds in the Operating Account to covcr the amounts due to Bank or EPX hercin; or v. Merchant files a petition under any bankruptcy or insolvency law. Bank or EPX may selectively terminate onc or more of Merchan4s approved locations without terminating this entire Agreement. In the event of termina6on, all obligations of Merchant incurred or existing under this Agreement prior to termination shall survive the ternunation. Merchant's obligations with respect ro any Transaction shall be decmed incwred and existing on the transaction datc of the card Transaction. 6.3. Tertnination of Aereement bv Bank. If the Bank's management, board of d'uectors or legal counscl deternunes that the continued perfoanance by the Bank of its obligadons under tlus Agreement is not consistent with safe and sound banking practices and if the parties are unable to agree upon modificadons to this Agreement that eliminate the relevant banking concems or cure the violation or potential violation of said banking piactices, the Bank shall have the right to termiaate ttiis Agreement on not less than ninery (90) days' prior written notice by providing written notice to Merchant Any hutiais .�� P;tge 8 of 19