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validity or c " `-' `°` ``' � " ''er's obligation arising from such Card information,induding any databases containing such information,may
<br /> transaction 6.1.D. - Page 32 rom liability with respect thereto; not be sold or disclosed to a third party as an asset upon a bankruptcy,
<br /> 20.1.7. the Card transaction submitted to us was entered into by you and insolvency or failure of Client's business.Upon a bankruptcy,insolvency or
<br /> the Cardholder; failure of ClienYs business all Card transaction information must be
<br /> returned to Servicers or acceptable proof of the destruction of all Card
<br /> 20.1.8. the Card transaction was made in accordance with these General transaction information must be provided to Servicers.
<br /> Terms,Association Rules and the Operating Procedures;and
<br /> 21.3. Client agrees that we may obtain relevant information from any
<br /> 20.1.9. the Card transaction is not a payment for a product or service that applicable telecommunications provider utilized by Client,as necessary to
<br /> violates federal,state or local law in anyjurisdiction that may be applicable. investigate any allegation of fraud,suspected fraud or other actual or
<br /> 20.1.10. the Card transaction is not a transaction to facilitate illegal alleged wrongful act by Client in connection with the Services.
<br /> internet gambling,or any other activity which is prohibited by federal,
<br /> state or local law
<br /> 20.2. THIS AGREEMENT IS A SERVICE AGREEMENT.WE DISCLAIM ALL ZZ•1. Any transfer or assignment of this Agreement by you,without our
<br /> REPRESENTATIONS OR WARRANTIES,EXPRESS OR IMPLIED,MADE TO YOU prior written consent,by operation of law or otherwise,is voidable by us.
<br /> OR ANY OTHER PERSON,INCLUDING WITHOUT LIMITATION,ANY WAR- Furthermore,you shall indemnify and hold us harmless from all liabilities,
<br /> RANTIES REGARDING QUALITY,SUITABILITY,MERCHANTABILITY,FITNESS Chargebacks,expenses,costs,fees and fines arising from such transferee's
<br /> FOR A PARTICULAR PURPOSE,NONINFRINGEMENT OR OTHERWISE OF or assignee's Submission of Card transactions to us for processing.For
<br /> ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES purposes of this Section 22,any transfer of voting control shall be
<br /> PROVIDED UNDERTHIS AGREEMENT,INCLUDING WITHOUT LIMITATION, considered an assignment or transfer of this Agreement.
<br /> ANY SERVICES OR ANY GOODS PROVIDED BY ATHIRD PARTY. 22.2. The payment services provided by us require access to a single bank
<br /> 20.3. IN NO EVENT SHALL EITHER PARTY,ORTHEIR AFFILIATES OR ANY account in which we may initiate both credits and debits.You may not enter
<br /> OF THEIR RESPECTIVE DIRECTORS,OFFICERS,EMPLOYEES,AGENTS OR into any agreement that would require,in any circumstance or event,the
<br /> SUBCONTRACTORS,BE LIABLE UNDER ANYTHEORY OF TORT,CONTRACT, transfer of any payments or proceeds from Credit Card transactions covered
<br /> STRICT LIABILITY OR OTHER LEGALTHEORY FOR LOST PROFITS,LOST by this Agreement to the custody or control of any third party.You may not
<br /> REVENUES,LOST BUSINESS OPPORTUNITIES,EXEMPLARY,PUNITIVE, assign any rights,including the right of payment under this Agreement,to
<br /> SPECIAL,INCIDENTAL,INDIRECT OR CONSEQUENTIAL DAMAGES,EACH OF any other person.In the event that you make an assignment(or provide a
<br /> WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, security interest)of receivables covered by this Agreement,then we may,
<br /> REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR at our option,elect to(a)refuse to acknowledge such assignment unless
<br /> WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE accompanied by an authorization to both initiate debits or credits to the
<br /> POSSIBILITY OF SUCH DAMAGES.CLIENT ACKNOWLEDGES AND AGREES bank account of the assignee,(b)terminate this Agreement immediately,
<br /> THAT PAYMENT OF ANY EARLYTERMINATION FEE OR LIQUIDATED or(c)charge for any transfers that we are called upon to make manually
<br /> DAMAGES AS PROVIDED ELSEWHERE INTHIS AGREEMENT SHALL NOT BE to fulfill such an assignment at the rate of$100 per transfer.
<br /> PROHIBITED BYTHIS PARAGRAPH. 22.3. Upon notice to you,anotherVisa and MasterCard member may be
<br /> 20.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENTTO THE substituted for Bank under whose sponsorship this Agreement is performed
<br /> CONTRARY(INCLUDING BUT NOT LIMITED TO SECTIONS 26 or 20.5),OUR With respect to Visa and MasterCard transactions.Upon substitution,such
<br /> CUMULATIVE LIABILITY FOR ALL LOSSES,CLAIMS,SUITS,CONTROVERSIES, other Visa and MasterCard member shall be responsible for all obligations
<br /> BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER(INCLUDING,BUT required of BankforVisa and MasterCard transactions,including without
<br /> NOT LIMITED TO,THOSE ARISING OUT OF OR RELATED TO THIS AGREE- limitation,full responsibility for its bank Card program and such other
<br /> MENT)AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY obligations as may be expressly required by applicable Association Rules.
<br /> SHALL NOT EXCEED,(I)$50,000;OR(II)THE AMOUNT OF FEES RECEIVED Subject to Association Rules,we may assign or transfer this Agreement
<br /> BY US PURSUANTTO THE AGREEMENT FOR SERVICES PERFORMED IN THE and our rights and obligations hereunder and/or may delegate our duties
<br /> IMMEDIATELY PRECEDING 12 MONTHS,WHICHEVER IS LESS. hereunder,in whole or in part,to any third party,whether in connection
<br /> with a change in sponsorship,as set forth in the preceding sentence,or
<br /> 20.5. NOTWITHSTANDING ANYTHING INTHIS AGREEMENTTOTHE otherwise,without notice to you or your consent.
<br /> CONTRARY(INCLUDING BUT NOT LIMITED TO SECTION 26),OUR LIABILITY
<br /> TO ANY DELAY IN FUNDING TRANSACTIONS TO YOU FOR ANY REASON ZZ•4. Except as set forth elsewhere in this Section and as provided in the
<br /> WILL BE LIMITEDTO INTERESTCOMPUTED FROM THE DATETHATYOU following sentence,this Agreement shall be binding upon successors and
<br /> SUBMITTHETRANSACTION TOTHE DATETHAT WE FUNDTHETRANS- assigns and shall inure to the benefit of the parties and their respective
<br /> ACTION ATTHE RATE OF THE FEDERAL FUNDS,AS ESTABLISHED BYTHE permitted successors and assigns.No assignee for the benefit of creditors,
<br /> FEDERAL RESERVE BOARD FROM TIME TO TIME,LESS ONE PERCENT(1%). custodian,receiver,trustee in bankruptcy,debtor in possession,or other
<br /> person charged with taking custody of a party's assets or business,shall
<br /> have any right to continue,assume or assign this Agreement.
<br /> 21.1. Unless you obtain consents from us and each applicable Association, � -
<br /> Card Issuer and Cardholder,you must not use,disclose,store,sell or ,
<br /> disseminate any Cardholder information obtained in connection with a 23.1. This Agreement shall become effective upon the date this
<br /> Card transaction(including the names,addresses and Card account Agreement is approved by our Credit Department.
<br /> numbers of Cardholders)except for purposes of authorizing,completing 23.2. The initial term of this Agreement shall commence and shall
<br /> and settling Card transactions and resolving any Chargebacks,Retrieval continue in force for three years after it becomes effective.Thereafter,it
<br /> Requests or similar issues involving Card transactions,other than pursuant shall renew for successive one year terms unless and until you provide
<br /> to a court or governmental agency request,subpoena or order.You shall written notice at least ninety(90)days prior to the end of the then current
<br /> use proper controls for and limit access to,and render unreadable prior to term or we provide you with notice in accordance with the Agreement.
<br /> discarding,all records containing Cardholder account numbers and Card 23.3. Notwithstanding the above or any other provisions of this
<br /> imprints.You may not retain or store Magnetic Stripe data or Card Agreement,we may terminate this Agreement at any time and for any
<br /> Validation Codes after a transaction has been authorized.If you store any reason by providing 20 days'advance notice to you.We may terminate
<br /> electronically captured signature of a Cardholder,you may not reproduce this Agreement immediately or with shorter notice upon event of Default
<br /> such signature except upon our specific request. as provided under Section 23.4.You may terminate this Agreement
<br /> 21.2. You acknowledge that you will not obtain ownership rights in any without penalty in the event of a material breach of this Agreement by
<br /> information relating to and derived from Card transactions.Cardholder Servicers.In the event we provide notice to you of an increase in the fees
<br /> account numbers,personal information and other Card transaction for Services,pursuant to Section 18.6,you may terminate this Agreement
<br /> WFB1301 7 8
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