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$100,000,ir ' `-' - "' ` -�n appeal that award to a three- accurate,and complete;and(ix)you have read this Agreement and kept a
<br /> arbitrator p 6.�.D. - Pag@ 6O �r AAA,as applicable,which shall copy for your file.If any of your representations or warranties in this
<br /> reconsider ae novo any aspect or tne initial award requested by majority Agreement becomes untrue,inaccurate,or incomplete at any time,we
<br /> vote and whose decision shall be final and binding.The decision of that may immediately terminate this Agreement in our discretion.
<br /> three-person panel may be appealed as provided by the FAA.The costs of d. Compliance with Laws. You shall comply with all applicable laws,
<br /> such an appeal shall be borne by the appellant regardless of the outcome regulations,and rules.
<br /> of the appeal.Judgment upon the award rendered by the arbitrator may
<br /> be entered in any state or federal court in the federal judicial district e. Governing Law;Jurisdiction;Venue. The Agreement and all Claims
<br /> where your headquarters or your assets are located. are governed by and shall be construed and enforced according to the
<br /> laws of the State of New York without regard to internal principles of
<br /> i. Confidential Proceedings. The arbitration proceeding and all testi- conflicts of law.Notwithstanding the immediately preceding sentence,
<br /> mony,filings,documents,and any information relating to or presented the parties agree that an electronic transmission contemplated hereunder
<br /> during the proceedings shall be deemed to be confidential information is being provided in connection with a transaction affecting interstate
<br /> not to be disclosed to any other party.All offers,promises,conduct,and commerce that is subject to the federal Electronic Signatures in Global
<br /> statements,whether written or oral,made in the course of the negotiations, and National Commerce Act,15 U.S.C.§1700 et seq.(E-Sign Act).The
<br /> arbitrations,and proceedings to confirm arbitration awards by either parties intend that the E-Sign Act apply to the fullest extent possible to
<br /> party,its agents,employees,experts or attorneys,or by the arbitrator, validate their ability to electronically transmit and electronically commit
<br /> including any arbitration award orjudgment related thereto,are to be bound by the obligations and form assent described in the Merchant
<br /> confidential,privileged,and inadmissible for any purpose,including Regulations and releases of scheduled changes therein.
<br /> impeachment or estoppel,in any other litigation or proceeding involving
<br /> any of the parties or non-parties,provided that evidence that is otherwise Subject to Section 2.7,any action by either party hereunder shall be
<br /> admissible or discoverable shall not be rendered inadmissible or non- brought only in the appropriate federal or state court located in the
<br /> discoverable as a result of its use in the negotiation or arbitration. County and State of New York.Each party consents to the exclusive
<br /> jurisdiction of such court and waives any claim of lack of jurisdiction or
<br /> j. Split Proceedings for Equitable Relief. Either you or we may seek forum non conveniens.
<br /> equitable relief in arbitration prior to arbitration on the merits to preserve
<br /> the status quo pending completion of such process.This section shall be f. Interpretation.In construing the Agreement,unless the context
<br /> enforced by any court of competent jurisdiction,and the party seeking requires otherwise:(i)the singular includes the plural and vice versa;
<br /> enforcement shall be entitled to an award of all costs,including legal fees, (ii)the term"or"is not exclusive;(iii)the term"including"means"including,
<br /> to be paid by the party against whom enforcement is ordered.Except as but not limited to;'(iv)the term"day"means"calendar day;"(v)any reference
<br /> otherwise provided in Section 2.7.c.above,if any portion of this Section to any agreement(including the Agreement),instrument,contract,policy,
<br /> 2.7(other than Section 2.7.c or d)is deemed invalid or unenforceable,it procedure,or other document refers to it as amended,supplemented,
<br /> shall not invalidate the remaining portions of this Section 2.7,the modified,suspended,replaced,restated,or novated from time to time;
<br /> Agreement,or any predecessor agreement you may have had with us, (vi)all captions,headings,and similar terms are for reference only.To the
<br /> each of which shall be enforceable regardless of such invalidity. extent possible,these General Provisions,the provisions of Schedule A,
<br /> and the provisions of the Merchant Regulations shall be interpreted to give
<br /> each their full effect.However,if a conflict is deemed to exist between them,
<br /> then that conflict shall be resolved in the following order of precedence:
<br /> a. Confidentiality. You must keep confidential and not disclose to any Schedule A and any accompanying exhibits shall control over these
<br /> third party the provisions of the Agreement and any information that you General Provisions or the Merchant Regulations(or both)and the
<br /> receive from us that is not publicly available. Merchant Regulations shall control over these General Provisions.
<br /> b. Proprietary Rights and Permitted Uses. Neither party has any g, Assignment. You shall not assign the Agreement,whether voluntarily
<br /> rights in the other party's Marks,except as otherwise expressly specified or by operation of law(including by way of sale of assets,merger,or con-
<br /> in the Merchant Regulations,nor shall one party use the other party's solidation),without our prior written consent.Any purported assignment
<br /> Marks without its prior written consent,except that we may use your by operation of law is voidable in our sole discretion.We may assign the
<br /> name,address(including your website addresses or URLs),and customer Agreement without your consent.Except as otherwise specified herein,
<br /> service telephone numbers in any media at any time. the Agreement binds,and inures to the benefit of the parties and their
<br /> c. Your Representations and Warranties. You represent and warrant respective successors and permitted assigns.
<br /> to us that:(i)you are duly organized,validly existing,and in good standing h. Waiver;Cumulative Rights. Either party's failure to exercise any of
<br /> under the laws of the jurisdiction in which you are organized;(ii)you are its rights under the Agreement,its delay in enforcing any right,or its
<br /> duly qualified and licensed to do business in all jurisdictions in which you �,�,aiver of its rights on any occasion,shall not constitute a waiver of such
<br /> conduct business;(iii)you have full authority to enter into the Agreement rights on any other occasion.No course of dealing by either party in
<br /> and all necessary assets and liquidity to perform your obligations and pay exercising any of its rights shall constitute a waiver thereof.No waiver of
<br /> your debts hereunder as they become due;(iv)there is no circumstance any provision of the Agreement shall be effective unless it is in writing
<br /> threatened or pending that might have a material adverse effect on your and signed by the party against whom the waiver is sought to be enforced.
<br /> business or your ability to perform your obligations or pay your debts All rights and remedies of the parties are cumulative,not alternative.
<br /> hereunder;(v)you are authorized to enter into this Agreement on behalf
<br /> of your Establishments and Affiliates,including those indicated in this �• Savings Clause. Other than as set forth in the last sentence of
<br /> Agreement,and the individual who signs this Agreement or otherwise Section 2.7.c above,if any provision of the Agreement is held by a court of
<br /> enters into it has authority to bind you and them to it;(vi)you are not(1) competent jurisdiction to be illegal or unenforceable,that provision shall
<br /> listed on the U.S.Department of Treasury,Office of Foreign Assets Control, be replaced by an enforceable provision most closely reflecting the parties'
<br /> Specially Designated Nationals and Blocked Persons List(available at intentions,with the balance of the Agreement remaining unaffected.
<br /> www.treas.gov/ofac),(2)listed on the U.S.Department of State's Terrorist j. Amendments. We reserve the right to change the Agreement at any
<br /> Exclusion List(available at www.state.gov),or(3)located in or operating time(including by amending any of its provisions,adding new provisions,
<br /> under license issued by a jurisdiction identified by the U.S.Department of or deleting or modifying existing provisions)on at least ten days'prior
<br /> State as a sponsor of international terrorism,by the U.S.Secretary of the notice to you,provided that we shall change the Merchant Regulations
<br /> Treasury as warranting special measures due to money laundering pursuant to the following provisions.You agree to accept all changes(and
<br /> concerns,or as noncooperative with international anti-money laundering further to abide by the changed provisions in the Merchant Regulations)
<br /> principles or procedures by an intergovernmental group or organization as a condition of your agreement to accept the Card.We are not bound by
<br /> of which the United States is a member;(vii)you have not assigned to any any changes that you propose in the Agreement,unless we expressly
<br /> third party any payments due to you under this Agreement;(viii)all agree in a writing signed by our authorized representative.An e-mail does
<br /> information that you provided in connection with this Agreement is true, not constitute such a signed writing.
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