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5. Company shall vansmit each ACH file to EPX, in accordance with EPX's rules and policies, no later than 8:00 P.M.,
<br /> F.astem Time one (1) Banking Day prior to the Settlement Date. Failurc ta do so may result in a delay in the
<br /> availabiliry of funds.
<br /> 6. Company shall establish at EPX a reserve fund equal �o at Ieast Company's average foui (4) day ACH gross dollar
<br /> volume. EPX shatl mairttain the right to review and adjust the reserve requirement based upon the Company's actual
<br /> performance. EPX shall hold this reserve fund to of(set retumed ACH items and for other liabilities [hat Company
<br /> may incur undcr [his Agreement. If the amount of rewmed ACH items excceds the balance in the refundable fee
<br /> account, EPX shall fund the excess via the Company's operating account. Changes in reserve fund requirements will
<br /> be determined by EPX according Company's ACH gross dollar volume aod Company's ACH retum hisrory; any such
<br /> changes shall be effective immediately. Notwithstnnding [he reserve fund, Company shall be liable and reimburse
<br /> EPX for any retumed items. The reserve fund shall be funded, maintained anNor replenished by EPX withholding
<br /> &om remittances hereunder. EPX may hold any or a�l reserve funds for a period of up to one hundred-eighty (180)
<br /> Banking Days following the tecmination of this Agreement by either party to offset retumed or disputed ACH items
<br /> or o[her liabilities under this Agreement. ARer such period, any amounts remaining in the reserve fund will be
<br /> promptly retumed to Company.
<br /> 7. Company represents, warrants and covenants that Company will (1) advise EPX in writing of any erzors in any ACH
<br /> transactions submitted hereunder, (2) conduct Compeny's business in an ethical manner, in acwrdance with this
<br /> Agreement, all applicable govemment rules and regulations and the NACHA Operating Rules; and (3) not use, or
<br /> allow Company's employees or agents, to commit any acLs uf fraud dishonesty or misrepresentation.
<br /> 8. Company hereby indemnifies EPX against any ciaim, loas, damage, cost, expense, attomeys' (ees and liabiliry
<br /> (collectively, "Claims") inwRed by EPX or third parties on account of Company's breach of this Agreement or any
<br /> representations, � warran[ies or covenants hereiq otk�er than Claims arising from EPX's negligence or willful
<br /> misconduct If at any time EPX becomes aware of, or has rcason ro believe that EPX may have, a Claim for
<br /> indemnificarion hereunder, EPX has the right to refuse transmittal, and/or hold all transferted funds for a period of up
<br /> to one hundred-eighty (180) Banking Days.
<br /> 9. Company will compensate EPX for providing the servicu referted to herein according to Ihe EPX rate and fee
<br /> Schedule A. In addition to Schedule A fees, Compuny shall be charged a$50.00 NSF fee when EPX attempts to
<br /> debi[ Company for any remms, rejecis, fines, fees and assessments and such chazges are retumed to EPX for
<br /> insufficient funds. HPX shali provide Company with thirty (30) days written notification of all rate end fee changes.
<br /> If such a change occurs, Company has the righ[ to terminate this Agreement upon written notice to EPX, provided
<br /> that EPX receives such written tertnination nolice within thirty (30) days following the date of the inerease notice. A
<br /> copy of the cuerent rate and fee Schedule is amched hereto. .
<br /> I0. Either party may terminate this Agreement upon at least thirty (30) days prior written notice to the other party in the
<br /> event thet a party is in material breach of this Agreement (including without limita[ion payment obligations), and such
<br /> breach is not cwed within such period. EPX may immediatcly terminate tl»s Agreement, or suspend transmittal
<br /> hereunder, without notice ro Company under any of the below lis[ed circumstances: �
<br /> A. Based on financial information conceming Company obtained by EPX, Company poses an unsatisfactory
<br /> financial risk, as determined by EPX;
<br /> B. My act of fraud, dishonesty or misrepresentalion is commitred by Company, its employees and/or agents or
<br /> EPX believes in good faith that Company, its employees nnd/or agen[s have committed, are committing or
<br /> are planning to commit any acts of fraud, dishonesry or misrepresentation;
<br /> C. Any representation, warcanty or application made by Company is not hve and correct in all material
<br /> respects;
<br /> D. Company fites a petition, or has a petition filed against it under any bankruptcy or insolvency law, or is
<br /> otherwise unable to pay its debts as they bewme due; or
<br /> E. Company fails to provide its most recent publicly-available financial statements in .pdf fortnat to EPX
<br /> � within three (3) days of EPX's written rcquest.
<br /> F. Company's reason entry codes for unauthorized transactions are equivalent to or exceed NACHA Operating
<br /> Rules for reason entry codes pertaining to such transaction thresholds.
<br /> EPX may selectively terminate one or more of Company's approved locations without temiinating this entire
<br /> Agrcement. In the event of tertnination, all obtigations of Company incurted or existing under this Agreement pnor
<br /> [o termination shall survive the termination.
<br /> 11. In the event Company incurs any loss duc to the mishandling of a particular file by EPX, EPX's liability to Company
<br /> � shall be limited to the actual direct demages incurreA by it resulting from EPX's negligence or misconduct, end shall
<br /> in no event exceed the amount represented by the applicable transaction rowrd, less the fees payeble ro EPX under
<br /> Initials
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