Common use of Accepting Transactions Clause in Contracts

Accepting Transactions. CHECK COMMERCE will only be responsible for processing Entries that have arrived at its premises in proper format and on a timely basis. CHECK COMMERCE will advise Merchant of any applicable cut-off time. Merchant does not have the right to cancel or amend any entry after submission to the ACH Network. ORIGINATING TRANSACTIONS. CHECK COMMERCE will use the information provided by Merchant to originate Entries to the ACH Network. Merchant acknowledges and agrees that CHECK COMMERCE may reject Entries for any reason permitted or required by the Rules or applicable Regulations. Merchant also acknowledges and agrees that Entries or files may be rejected which exceed the threshold parameters identified and set for Merchant. Merchant also acknowledges and agrees that an Entry may be rejected if the Entry would cause CHECK COMMERCE to violate any Federal Reserve or other regulatory risk control program, any other applicable Rule or Regulation, or CHECK COMMERCE’S agreement with its ODFI. At Merchant’s request, CHECK COMMERCE will make reasonable efforts to reverse, modify, or delete an Entry, but will have no responsibility for the failure to comply with that request. All such requests must be made in writing and faxed, delivered, or mailed to CHECK COMMERCE. RETURNED ENTRIES AND NOCS. CHECK COMMERCE will apply returned Entries to Merchant’s Account when they are received. As described elsewhere in this Agreement, if Merchant does not have funds available in its designated Account sufficient to cover all returned Entries, Merchant acknowledges and agrees that CHECK COMMERCE will debit any other bank account identified by Merchant to CHECK COMMERCE (regardless of the timing, method or reason Merchant identified such account to CHECK COMMERCE). CHECK COMMERCE will create and make available to Merchant a report containing detailed information about returned Entries. If Merchant requests that the returned Entries be provided electronically, CHECK COMMERCE may do so according to the Rules and Regulations regarding returned Entries. Merchant is solely responsible for all returned Entries. SETTLEMENTS AND FINALITY. Merchant’s Account will settle in accordance with the funding schedule set for Merchant. The first day of the settlement cycle is the following day from the effective Entry date. If any Entry is returned beyond the settlement date, CHECK COMMERCE will, at CHECK COMMERCE’s sole and absolute discretion, either apply the debit to the current day’s settlement, or debit the Merchant’s account for the amount of the returned Entry plus associated fees. If sufficient funds to cover returned Entries are not available in Merchant’s Account, Merchant shall immediately remit payment to CHECK COMMERCE to fully cover the amount of all returned Entries. As described elsewhere in this Agreement, Merchant agrees that, to fully cover all returned Entries, CHECK COMMERCE may also debit any other bank account for Merchant about which it has account information, regardless of the timing, reason or manner in which CHECK COMMERCE obtained information about the other bank account(s) for Merchant (including, but not limited to, bank account(s) that Merchant identifies to CHECK COMMERCE or bank account(s) for Merchant that CHECK COMMERCE identifies through its own lawful research or investigation).

Accepting Transactions. CHECK COMMERCE ACHBANKING will only be responsible for processing Entries that have arrived at its premises in proper format and on a timely basis. CHECK COMMERCE ACHBANKING will advise Merchant of any applicable cut-off time. Merchant does not have the right to cancel or amend any entry after submission to the ACH Network. ORIGINATING TRANSACTIONS. CHECK COMMERCE ACHBANKING will use the information provided by Merchant to originate Entries to the ACH Network. Merchant acknowledges and agrees that CHECK COMMERCE ACHBANKING may reject Entries for any reason permitted or required by the Rules or applicable Regulations. Merchant also acknowledges and agrees that Entries or files may be rejected which exceed the threshold parameters identified and set for Merchant. Merchant also acknowledges and agrees that an Entry may be rejected if the Entry would cause CHECK COMMERCE ACHBANKING to violate any Federal Reserve or other regulatory risk control program, any other applicable Rule or Regulation, or CHECK COMMERCEACHBANKING ’S agreement with its ODFI. At Merchant’s request, CHECK COMMERCE ACHBANKING will make reasonable efforts to reverse, modify, or delete an Entry, but will have no responsibility for the failure to comply with that request. All such requests must be made in writing and faxed, delivered, or mailed to CHECK COMMERCEACHBANKING. RETURNED ENTRIES AND NOCS. CHECK COMMERCE ACHBANKING will apply returned Entries to Merchant’s Account when they are received. As described elsewhere in this Agreement, if Merchant does not have funds available in its designated Account sufficient to cover all returned Entries, Merchant acknowledges and agrees that CHECK COMMERCE ACHBANKING will debit any other bank account identified by Merchant to CHECK COMMERCE ACHBANKING (regardless of the timing, method or reason Merchant identified such account to CHECK COMMERCEACHBANKING). CHECK COMMERCE ACHBANKING will create and make available to Merchant a report containing detailed information about returned Entries. If Merchant requests that the returned Entries be provided electronically, CHECK COMMERCE ACHBANKING may do so according to the Rules and Regulations regarding returned Entries. Merchant is solely responsible for all returned Entries. SETTLEMENTS AND FINALITY. Merchant’s Account will settle in accordance with the funding schedule set for Merchant. The first day of the settlement cycle is the following day from the effective Entry date. If any Entry is returned beyond the settlement date, CHECK COMMERCE ACHBANKING will, at CHECK COMMERCEACHBANKING’s sole and absolute discretion, either apply the debit to the current day’s settlement, or debit the Merchant’s account for the amount of the returned Entry plus associated fees. If sufficient funds to cover returned Entries are not available in Merchant’s Account, Merchant shall immediately remit payment to CHECK COMMERCE ACHBANKING to fully cover the amount of all returned Entries. As described elsewhere in this Agreement, Merchant agrees that, to fully cover all returned Entries, CHECK COMMERCE ACHBANKING may also debit any other bank account for Merchant about which it has account information, regardless of the timing, reason or manner in which CHECK COMMERCE ACHBANKING obtained information about the other bank account(s) for Merchant (including, but not limited to, bank account(s) that Merchant identifies to CHECK COMMERCE ACHBANKING or bank account(s) for Merchant that CHECK COMMERCE ACHBANKING identifies through its own lawful research or investigation) . Merchant acknowledges and agrees that neither ACHBANKING nor its ODFI has control over the conditions under which Merchant uses the payment processing system, and does not and cannot warrant the results obtained by such use. ACHBANKING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PROCESSING AND/OR ACHBANKING ’S SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS OR THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ACHBANKING DOES NOT WARRANT THAT OPERATION OF THE PAYMENT PROCESSING SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. MERCHANT ACKNOWLEDGES THAT THE PAYMENT PROCESSING SYSTEM IS PROVIDED FOR USE BY MERCHANT “AS IS.” MERCHANT FURTHER ACKNOWLEDGES THAT ACHBANKING BEARS NO RESPONSIBILITY FOR THE MERCHANT WEB SITE(S). MERCHANT ACKNOWLEDGES THAT AN AUTHORIZATION FOR PAYMENT IS NEITHER A WARRANTY THAT THE PERSON PRESENTING THE AUTHORIZATION IS THE RIGHTFUL ACCOUNT HOLDER NOR A PROMISE OR GUARANTEE BY ACHBANKING THAT IT WILL PAY OR ARRANGE FOR PAYMENT TO MERCHANT FOR THE AUTHORIZED TRANSACTION. MERCHANT ACKNOWLEDGES THAT AN AUTHORIZATION DOES NOT PREVENT A SUBSEQUENT REVERSAL OF A PREVIOUSLY AUTHORIZED TRANSACTION PURSUANT TO THIS AGREEMENT. ACHBANKING will notify Merchant in writing of fees due for services rendered. Notice of any changes to the existing fee structure as stated in this Agreement (including new or increased fees) will be made in writing to Merchant within 10 days of such changes or any new fees becoming effective. Merchant has the right to cancel the Agreement in writing at that time. Continued use of the services provided by ACHBANKING after notice of fee changes is provided to Merchant shall constitute Merchant’s agreement to any new or changed fees. In addition to the fees identified elsewhere in this Agreement, Merchant shall pay the fees to ACHBANKING set forth in this paragraph. Return Fees: If Merchant returns a transaction initiated by ACHBANKING and the transaction is in accordance with this Agreement, Merchant will be charged a $500.00 return fee per occurrence. Merchant will be provided 72 hours to provide remittance and remedy the returned debit Entry prior to the fee being charged by ACHBANKING. ACHBANKING, in its sole and absolute discretion, may suspend settlements for Merchant until payment for returned Entries or return fees is fully remedied. Chargeback and High Return Rate Fees: If, at the time Merchant is billed for chargebacks, Merchant’s High Risk or Unauthorized Return Rate exceeds 1.0% using a NACHA approved method of calculation, the Chargeback Fee will automatically be increased by $50.00 per chargeback and an additional 1.0% discount rate will be added to Merchant’s Account, to be charged retroactively for the previous 30 days. In addition, if Merchant’s overall return rate exceeds the rate specified in this Agreement, Merchant will be charged an additional $5.00 per return until such time that the Merchant’s return rate returns to a level that is below the return rate threshold specified in this Agreement. Proof of Authorization Fees: Merchant will be charged a $10.00 fee for each Proof of Authorization (“P.O.A.”) request received by ACHBANKING . Merchant agrees to provide ACHBANKING with the P.O.A. and all required information by the deadline imposed by ACHBANKING. If ACHBANKING does not receive the P.O.A. and/or any other required documentation within the time permitted and/or Merchant does provide information but the information provided is not valid or does not meet the NACHA requirements for the type of transaction that is in question, Merchant agrees to pay $100.00 for each occurrence. Refunds and Credits: ACHBANKING reserves the right to issue refunds or credits to any Receiver that has been debited by Merchant at any time and in ACHBANKING ’S sole and absolute discretion. Merchant is subject to a $25.00 fee per credit or refund issued. In the event ACHBANKING issues any credits or refunds on behalf of the Merchant, the amount of the refund or credit and associated fees will be deducted from Merchant’s Account. If there are not sufficient funds in the Account, Merchant agrees that ACHBANKING will deduct the amount of refunds or credits issued, as well as associated fees, from Merchant’s Reserve Account or may debit any other bank account for Merchant about which ACHBANKING has account information, regardless of the timing, reason or manner in which ACHBANKING obtained information about the other bank account(s) for Merchant (including, but not limited to, bank account(s) that Merchant identifies to ACHBANKING or bank account(s) for Merchant that ACHBANKING identifies through its own lawful research or investigation). Transactional Limit Fees: ACHBANKING may also impose fees in the event Merchant exceeds any of its imposed transactional limits. For monthly transaction dollar amounts and monthly transaction count limits, a $45.00 per day fee will be applied for each remaining day of the month once any transactional limit has been exceeded. Monthly limits will be reset at the beginning of each calendar month. For daily transaction dollar amounts and daily transaction count limits, a $25.00 per day fee will be applied for each day the limits were exceeded. Daily limits will be reset at the beginning of each day. For single transaction amount limits, a 1.00% discount rate and a $10.00 fee per transaction that exceeds the limits will be applied. Compliance Fees: Merchant agrees that, for each Merchant account on file with ACHBANKING, Merchant will pay an annual compliance fee of $99.99 to be billed per annum. Payment: Merchant agrees that ACHBANKING may collect any and all amounts due by Merchant, including, without limitation, all fees set forth in the Agreement, returned Entries, chargebacks, refunds or credits issued to Receivers, fines, damages or costs and expenses incurred by ACHBANKING to perform services for Merchant (including attorneys’ fees and costs to enforce any of Merchant’s obligations under this Agreement), by billing Merchant, debiting Merchant’s Account, debiting the Reserve Account or debiting any other bank account for Merchant about which ACHBANKING obtains account information, regardless of the timing, reason or manner in which ACHBANKING obtained information about the other bank account(s) for Merchant (including, but not limited to, bank account(s) that Merchant identifies to ACHBANKING or bank account(s) for Merchant that ACHBANKING identifies through its own lawful research or investigation), and/or setting off against any amounts ACHBANKING owes Merchant, without any obligation to give prior notice to Merchant. Merchant shall provide ACHBANKING the information necessary to collect all amounts owed by Merchant under this Agreement or the Rules or applicable Regulations. Merchant will be responsible for any and all attorneys’ fees and other costs and expenses ACHBANKING may incur in collecting any fees or other amounts Merchant owes to ACHBANKING. ACHBANKING will routinely analyze Merchant origination and return activity. In the event Merchant exceeds a return rate outside the standard return rates for its industry, as determined by ACHBANKING in its sole and absolute discretion, ACHBANKING determines Merchant’s business is operating in a manner that ACHBANKING believes could cause a financial or legal risk, or if Merchant ceases to do business with ACHBANKING for any reason, ACHBANKING shall have the right at any time to place all of the provisional or final credit provided to Merchant for each Debit Entry originated by it into an account held by ACHBANKING for a period of 2 years from the last Debit Entry. The above determining factors are at the sole and absolute discretion of ACHBANKING. In addition to all other Merchant accounts from which ACHBANKING is authorized under this Agreement to obtain payment of funds owed by Merchant, ACHBANKING shall have the right to offset, from the account described in this paragraph against amounts owed to Merchant, for all returned Entries, chargebacks, refunds or credits issued, fees, damages (including liquidated damages), or other costs and expenses (including attorneys’ fees and costs) that may arise out of ACH processing for Merchant. Additionally, if the Merchant’s average transaction volume drops by more than 75% or Merchant processes less than 75% of the projected volume set forth in the Requested Transaction Volume section on page 1 of this Agreement, ACHBANKING may increase Merchant’s fees without prior notice to Merchant.