Agmt11 EPX-Electronic Payment Exchange

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writ[en notice provided to Merchant by the Bank pursuant to this section shall specify the da[e on which this Agreeme�t 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 Aereement bv Merchant. Merchant may terminate this Agreement upon at least thirty (30) days prior written notice to the other par[ics if: i. Bank or EPX amends Schedule B pursuant to Pazagraph 10.I5.ii (Amendment to Fees and Charges) to increase the rates, fees or chazges Merchant pays herein in excess of 5% in any given wntract year, except for increases in Association fees or rates, or rates raised in accordance with Paragraph 10.15.iii (Volutne Adjustrnents); ii. My material amcndment or modification to this Agreement made by Bank or EPX that adversely affects Merchant in a material respect (excludin� material amendments or modifications requircd due ro changes in Association Regulations or applicable federal, statc or local law or regulation); or iii. Bank or EPX brcachcs a material provision oFthis Agreement and fails to wre such breach within such thirty (30) day period. Bank is not obligated to provide replacement Services if EPX does nat or can¢ot perfocm. MerchanYs right to terniinate pursuant to this Paragraph 6.4.i or 6.4.ii shall expire thirty (30) days following the reccipt of notice to any such increasc 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. In adclition to Schedule B fees, Metchant shall be chazged a$50.00 NSF fee whcn EPX attempts to debit Merchant for any Chargebacks, retums, fines, fees and assessments and such charges are retumed to EPX for insufficient funds. Bank and EPX shall provide the Merchant with thirty (30) days prior written notifcation of all fee or rate changes, excluding any Associauon fee or rate changes. Merchant also agrees to pay Bank or EPX the amount of any fees, chazges or penalties assessed against Bank or EPX by any Association or Issuer for MerchanPs violation of the by-laws, rules, regulations, guidelines, policy statements or tlueshold requiremenu of such parties. 72. Ta�ces. Each party hereto shall report its income and pay its own tazces to any applicable jurisdiction. If excise, sale or use taxes are imposed on the Transactions, Merchant shall be responsible for the collection and payment thereo£ 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 ro the Operating Aceount 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 acljustment of any credits due to Merchant. 8. Liabiliri and Indemnification. 8.L Conversion. Bank will have no liability to Merchant if any conversion is delayed or cannot be completed. EPX will not have liability to Mercharn if any conversion is dclayed or cannot bc campleted unless due to the negligence or willful misconduct of EPX. 82. EPX Sys[em. EPX will havc no liabiliry to Merchant if the EPX System or Software fails to operate becausc of: i. MerchanYs inappropriate, inadequate or faulty computer hardwaze; lniti�ls �'�'� P.{rc 9 nf Is)