Common use of Chargebacks Clause in Contracts

Chargebacks. You agree to accept for chargeback, and will be liable to the Bank in the amount of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter provided.

Chargebacks. You agree Bank will chargeback to accept for chargebackMerchant and Merchant will pay Bank, and will be liable to the Bank in the amount of any Transaction disputed by the Cardholder each Charge which Merchant or Card Issuer a Merchant Affiliate submits to Bank for processing that is subject to Chargeback to Bank for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You Rules, or to debit the extent Bank receives claims regarding the Charges from Cardholders under other provisions of any applicable laws, rules, or regulations. A Chargeback may occur for any one or more of several reasons under the Operating Account orRules or through operation of consumer protection and other applicable laws, if applicablesuch as the Truth in Lending Act and the Fair Credit Billing Act. Chargeback reasons include, without limitation: i. The Charge Record or any material information it contains as provided by Merchant (such as the reserve Card account number, expiration date of the Card, merchant description, purchase amount, Charge date and Authorization date) is illegible, incomplete, incorrect, unsigned, or is not transmitted to Bank within the required time limits; ii. Merchant knew, or by following proper practices, should have known that the Card was not to be charged; iii. The Charge was completed with a counterfeit or altered Card, before the valid date, or after the expiration date of the Card; iv. Merchant did not obtain Authorization, or did not provide a correct and legible Authorization Code on the Charge Record; v. The Charge Record is a duplicate of another Charge Record, represents one of two or more Charges arising from a single purchase, or the Charge has been submitted to another merchant card processor; vi. The Cardholder disputes participating in or approving the Charge, signing the Charge Record, or the sale, delivery, quality, or performance of the purchase; the Cardholder alleges that return of goods or a Credit Voucher was improperly refused; or the Cardholder alleges that a Credit Voucher issued by Merchant was not processed for the Cardholder Account; vii. The amount on the Charge Record submitted to Bank differs from the amount on the copy required to be delivered to the Cardholder; viii. The Charge was fraudulent or the related purchase was not a bona fide purchase in Merchant’s ordinary course of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject business, was subject to any contrary provisions in this Agreementclaim of illegality, the acceptance by the Bank of cancellation, avoidance, or offset for any sales receipt for deposit to Your Operating Account shall be made with full recourse to Youreason, including including, without limitation, where:negligence, fraud, or dishonesty on the part of Merchant or Merchant’s agents or employees or was submitted in violation of Paragraph 6; a) ix. The Approved Cardholder has asserted what the Cardholder believes is a good faith claim or defense against the Charge. x. The Charge is in violation of any applicable law, rule, or regulation; xi. The Charge is in violation of any applicable Operating Rule or term of this Agreement; xii. A Charge is charged back by a Card giving rise Issuer; xiii. The Card Transaction is one that Bank, for any reason, is or would be required to pay, repurchase, or Chargeback by virtue of Operating Rules or otherwise, and was processed under this Agreement or any agreement with any Merchant Affiliate; xiv. The Charge was based on a pre‐authorization form, the Card on which the Authorization was based was canceled, and Merchant was so notified prior to the Transaction has been cancelled and Charge; xv. The Card used for the Charge was canceled prior to, to or at the time ofof the Charge, the Transaction You and Merchant received notice of such the cancellation through the electronic terminal terminal, in writing, or otherwise.; b) xvi. The Approved Card had expired prior to the date of the Transaction Charge or the date of Transaction the Charge was prior to the validation date, if any, indicated on the Approved Card.Charge; c) xvii. The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned Charge information required by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws Agreement or the Operating RegulationsRules was not submitted to the Bank, or the procedures required by this Agreement or the Operating Rules to be followed in connection with processing a Charge were not followed; or xviii. Any representation or warranty made by Merchant in connection with the Charge is false or inaccurate in any respect. The above list of potential Chargeback reasons is illustrative only and is not intended to be exhaustive. In the event of any such caseChargeback or anticipated Chargeback, the Bank shall not be obligated to accept a sales receipt Charge for deposit credit to Your Operating the Settlement Account. If the Bank has credited Your Operating the Settlement Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveCharge, the Bank may chargeback return the Charge to the Merchant, and Merchant shall pay Bank the amount of the Chargeback and any associated fees or charges. Merchant acknowledges and agrees that it is solely responsible for all Chargebacks. Merchant may not enter into interchange any Charge for a Card Transaction that was previously charged back to the Merchant Bank and returned to Merchant, irrespective of Cardholder approval. If Bank determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Charges exceeding one percent (1%), Bank may, but is not obligated to, notify Merchant of new procedures it should adopt and additional Processing Fees imposed for processing Chargebacks, and/or may immediately terminate this Agreement, at Merchant Bank’s or Processor’s sole and absolute discretion, without advance notice. Merchant must immediately pay any fines, assessments, or fees imposed by a Card Network or Bank relating to Chargebacks to Merchant. The Card Networks have established guidelines, merchant monitoring programs, and reports to track merchant activity such Transaction as, but not limited to, excessive credits and Chargebacks, and increased deposit activity. In the event Merchant exceeds the guidelines or submits suspicious transactions as identified by a Card Network or any related program or reports, Merchant may be subject to: (a) operating procedure requirement modifications; (b) incremental Chargebacks and/or fees; (c) settlement delay or withholding; (d) termination of this Agreement; and/or (e) audit and imposition of fines. Merchant hereby releases Bank from any and all damages, liability, costs, or expenses that Merchant may incur as a result of Bank’s compliance with Card Network directives. Each Chargeback to Merchant, along with all fees, fines, assessments, or other amounts imposed by Bank or a Card Network relating to the Chargebacks, is immediately due and payable by Merchant. Without limiting any of Bank’s other remedies or Bank’s security interest described in Paragraph 16 below, Merchant Bank may, without prior notificationnotice to Merchant: (i) deduct and/or debit the amount of a Chargeback or anticipated Chargeback from the Settlement Account, which Reserve Account, or any Merchant account at Merchant Bank, (ii) set off or deduct from the amount You of a Chargeback or anticipated Chargeback against any other property of Merchant held by Bank, (iii) deduct and/or debit the amount of a Chargeback or anticipated Chargeback from any Settlement Account or Reserve Account of a Merchant Affiliate, (iv) recoup, deduct, or withhold the amount of a Chargeback or anticipated Chargeback by Adjustment of the credits due to Merchant; or (v) demand immediate payment from Merchant for the amount of the Chargeback or anticipated Chargeback. Bank will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts, funds, or property of the Merchant or Merchant Affiliate, Merchant irrevocably authorizes Merchant Bank to attach and initiate withdrawals of funds from Merchant’s accounts at other financial institutions, by ACH entry, sight draft, preauthorized checks, reverse wires, or otherwise to cover the Chargebacks, and Merchant hereby irrevocably authorizes the other financial institutions to withdraw the funds from Merchant’s accounts and pay Bank the amount of the Chargebacks. Merchant Bank will release to Merchant any of Merchant’s deposits, funds or property (including, but not limited to, the Reserve Account) after Bank determines in its sole and absolute discretion that the manner hereinafter provideddeposits, funds, or property are not likely to be needed to cover any Chargebacks or anticipated Chargebacks.

Chargebacks. You agree 6.1 Simultaneously with each Cardholder Transaction, a Chargeback claim accrues against Entity in favor of ARC if ARC is required, or has the right, to accept pay to any Payment Brand any fees, discounts, Cardholder credits and adjustments, charges, fines, assessments, penalties or other items which may be charged back to Entity by ARC. Entity agrees that it is fully liable to ARC for chargebackall Chargebacks, and will be liable that ARC is authorized to offset from incoming ARC Pay Transactions and/or to debit via ACH the Bank Account, the Reserve Account, or any other account held at any other financial institution in the amount of any Chargeback. Entity agrees to accept for Chargeback any sale for which the Cardholder disputes the validity of the sale; or if ARC determines that Entity has in any way failed to comply with this Agreement or ARC’s procedures, including but not limited to the following: (i) The ARC Pay Transaction disputed is illegible, not signed by the Cardholder or has not been presented within the required time-frames; (ii) The ARC Pay Transaction does not involve the Imprint of a valid, un-expired Credit Card; (iii) A valid authorization number has not been correctly and legibly recorded on the ARC Pay Transaction; (iv) The ARC Pay Transaction is a duplicate of a prior ARC Pay Transaction or is the result of two or more ARC Pay Transactions generated on one Credit Card Issuer for a single sale; (v) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased; (vi) The price of goods or services on the ARC Pay Transaction differs from the amount which Entity presents for payment; (vii) The ARC Pay Transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the ARC Pay Transaction or the ARC Pay Transaction has been made on an expired or non-existing account number; (viii) ARC believes, within its sole discretion, that Entity has violated any provision of this Agreement; (ix) ARC determines that the ARC Pay Transaction record is fraudulent or that the ARC Pay Transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason under whatsoever, including without limitation negligence, fraud or dishonesty on the Operating Regulations. You authorize the Bank part of Entity or Entity’s Representatives; or (x) Entity fails to offset from funds due You provide an ARC Pay Transaction or legible copy thereof to debit the Operating Account or, if applicable, the reserve account for ARC in accordance with this Agreement. 6.2 Entity acknowledges and agrees that ARC shall have full recourse to charge back the amount of all chargebacks. You will fully cooperate with a Credit Card sale for which the Bank in complying with Cardholder disputes that he/she did not authorize the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, charge if the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date imprint of the Transaction Credit Card or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read obtained by the terminal for a Card present transaction. i) There is Entity. Entity shall not initiate an ARC Pay Transaction in an attempt to circumvent collect a card issuer’s Authorization Limit Chargeback. Entity shall be liable for all fees arising out of the Chargeback dispute process, including, but not limited to, (i) attorney fees and costs; (ii) any fees charged by splitting any Payment Network or other third party; and/or (iii) any costs related to pre-arbitration notifications by the transaction or otherwise deposit or paymentPayment Network. j6.3 Entity shall provide to ARC or its designee any and all documentation ARC requires (in its sole discretion) The Transaction otherwise violates as part of any Chargeback dispute process, including, but not limited to, information in response to pre-arbitration notifications by the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter providedPayment Network.

Chargebacks. You agree The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to accept Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) as follows: (a) No specific prior Authorization for chargebackthe Transaction was obtained from the Authorization Center, and will be liable the approval number does not appear in the electronic transmittal that is maintained by Bank, or the Transaction was submitted to the Bank in or SIGNATURE thirty (30) days or more after the amount of any date on which the goods and/or services to which the Transaction disputed relates were purchased or leased by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:relevant Cardholder; a(b) The Approved Transaction was based on a pre-authorization form and the Card on which the Authorization was based has been canceled and Merchant was so notified prior to the Transaction; (c) The Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, and Merchant received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b(d) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the information required in Sections 17 and 18(b) above was not submitted to Bank; (f) Bank or Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and the Cardholder; (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction.; f(h) A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a Transaction.; g(i) The sales receipt represents a transaction that Transaction was made at or by a merchant Merchant other than You as Merchant named in the Merchant Application.this Agreement; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. (j) The Transaction otherwise violates the terms of this AgreementAgreement or any other Association or Issuer bylaw, rule, regulation, policy or guideline; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Laws Transaction is false or the Operating Regulationsinaccurate in any respect. In any such case, the Bank shall not be obligated to accept a sales receipt Transaction for deposit credit to Your the Operating Account. If the Bank has credited Your the Operating Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveTransaction, the Bank may chargeback return the Transaction to the Merchant, and Merchant shall pay Bank the amount of such Transaction the Transaction. Merchant agrees that Bank, without prior notificationnotice to Merchant, which may (i) charge the amount You will of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with Bank’s decision to charge back a Transaction, Merchant must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement, if Bank or SIGNATURE, if SIGNATURE has indemnified Bank, takes legal action against Merchant for any Chargebacks or any amounts due Bank or SIGNATURE hereunder, Merchant shall pay in the manner hereinafter providedcosts and attorneys’ fees incurred by Bank and/or SIGNATURE, whether suit is commenced or not.

Chargebacks. You agree to accept for chargeback, and will be liable to the Bank in the amount of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:to a) The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter provided.

Chargebacks. You agree to accept Sub-Merchant understands and agrees that WorkWave is not in any way financially responsible for chargeback, and Chargebacks. WorkWave will be liable authorized to charge back to Sub-Merchant amounts related to a Payment Card Processing Transaction for reasons including, but not limited to, the Bank in following: i. the amount Payment Card Processing Transaction was made at or by a merchant other than Sub-Merchant; ii. the Payment Card Processing Transaction violates the terms of this Agreement or any Transaction disputed by the Cardholder or Card Issuer for any reason under of the Operating Regulations; iii. You authorize the Bank to offset from funds due You any representation or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate warranty made by Sub-Merchant in connection with the Bank Payment Card Processing Transaction is false or inaccurate in complying with any respect; iv. the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, Payment Card Processing Transaction was based on a pre-authorization and the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) The Approved Card giving rise to the Transaction on which such pre-authorization was based has been cancelled; v. the applicable Card was cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through Payment Card Processing Transaction; vi. the electronic terminal or otherwise. b) The Approved applicable Card had expired prior to the date of the Transaction Payment Card Processing Transaction, or the date of the Payment Card Processing Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does vii. the information required for documenting a Card-Not-Present Transaction was not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card submitted to WorkWave; viii. WorkWave or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has Issuer received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Sub-Merchant and the Cardholder; ix. the Cardholder makes a written complaint to WorkWave or Issuer that the Cardholder did not make or authorize the Payment Card Processing Transaction.; f) A x. a setoff or counterclaim of any kind shall exist exists in favor of any the Cardholder against You Sub-Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a connection with the Payment Card Processing Transaction.; or g) The sales receipt represents a transaction that was made at or xi. the Payment Card Processing Transaction is charged back by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating RegulationsIssuer. In any such caseevent, the Bank shall including those described above, WorkWave will not be obligated to accept a sales receipt Payment Card Processing Transaction for deposit credit to Your the Operating AccountAccount or any Reserve. If the Bank WorkWave has credited Your the Operating Account or a Reserve for a such Payment Card Processing Transaction, WorkWave may return the Payment Card Processing Transaction involving any of to the circumstances indicated aboveSub-Merchant, the Bank and WorkWave may chargeback recover the amount of such the Payment Card Processing Transaction from the Operating Account or Reserve, without prior notificationnotice to Sub-Merchant, which by: i. charging the amount You will pay in of the manner hereinafter providedPayment Card Processing Transaction to the Operating Account or Reserve; ii. recouping the amount of the Payment Card Processing Transaction by adjustment of the credits due to Sub-Merchant; or iii. setting off the amount of the Payment Card Processing Transaction against any account or property that WorkWave holds for or on behalf of Sub-Merchant.

Chargebacks. You agree Sub-Merchant understands and agrees that SimplePay is not in any way financially responsible for Chargebacks. SimplePay shall be authorized to accept chargeback to Sub-Merchant any Payment Card Processing Transactions as specified throughout this Agreement and for chargebackreasons including, and will be liable to the Bank in the amount of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicablebut not limited to, the reserve account following: i. No specific prior authorization for the amount of all chargebacksPayment Card Processing Transaction was obtained; ii. You will fully cooperate with The Payment Card Processing Transaction was made at or by a Merchant or Sub-Merchant other than the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions Sub-Merchant named in this Agreement; iii. The Payment Card Processing Transaction otherwise violates the terms of this Agreement or any other Association or Issuer bylaw, rule, regulation, policy or guideline; iv. Any representation or warranty made by Sub-Merchant in connection with the acceptance by Payment Card Processing Transaction is false or inaccurate in any respect; v. The Payment Card Processing Transaction was based on a pre-authorization form and the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Card on which the Authorization was based has been cancelled; a) vi. The Approved Card giving rise to the Payment Card Processing Transaction has been was cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise.Payment Card Processing Transaction; b) vii. The Approved Card had expired prior to the date of the Payment Card Processing Transaction or the date of Payment Card Processing Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) viii. The sales receipt does information required for Documenting Payment Card Processing Transactions Card-Not-Present Transactions was not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card submitted to SimplePay; ix. SimplePay or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Sub-Merchant and the Cardholder; x. The Cardholder makes a written complaint to SimplePay or Issuer that the Cardholder did not make or authorize the Payment Card Processing Transaction.; f) xi. A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Sub-Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a Payment Card Processing Transaction.; or g) The sales receipt represents a transaction that was made at or xii. A Payment Card Processing Transaction is charged back by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating RegulationsIssuer. In any such case, the Bank including those defined above, SimplePay shall not be obligated to accept a sales receipt Payment Card Processing Transaction for deposit credit to Your the Operating Account. If the Bank SimplePay has credited Your the Operating Account or Reserve Account for a such Payment Card Processing Transaction, SimplePay may return the Payment Card Processing Transaction involving any of to the circumstances indicated aboveSub-Merchant, the Bank may chargeback and SimplePay shall recover the amount of such the Transaction from the aforementioned account. Sub-Merchant agrees that SimplePay Systems without prior notificationnotice to Sub-Merchant, which may: i. Charge the amount You will pay in of the manner hereinafter providedPayment Card Processing Transaction to the Operating Account or Reserve Account; ii. Recoup the amount of the Payment Card Processing Transaction by adjustment of the credits due to Sub-Merchant; or iii. Set off the amount of the Payment Card Processing Transaction against any account or property SimplePay holds for or on behalf of Sub-Merchant.

Chargebacks. You (a) All chargebacks are due upon presentation to Merchant’s Bank. A failure to pay a Chargeback upon such presentation shall be considered a material breach of this Agreement and Merchant in addition to any other remedies as may be exercised by RMS shall be charged a late charge of one and one half percent (1.5%) per month or portion thereof on all unpaid Chargebacks. Merchant and/or guarantor(s) agree that they are fully liable to accept RMS for chargebackall Chargebacks, and will be liable that RMS is authorized to offset from incoming transactions and to debit via ACH, the Bank Account, the Reserve Account, or any other account held at any other financial institution in the amount of any Transaction disputed Chargeback, including fees and costs. Merchant agrees to accept for chargeback any sale for which the Cardholder disputes the validity of the sale according to the Rules, or RMS determines that Merchant has in any way failed to comply with the Rules or RMS procedures, including but not limited to the following: (i) The Sales Draft is illegible, not signed by the Cardholder or Card Issuer has not been presented to RMS within the required time frames. (ii) The Sales Draft does not contain the Imprint of a valid unexpired Card. (iii) A valid Authorization number has not been correctly and legibly recorded on the Sales Draft. (iv) The Sales Draft is a duplicate of a prior Transaction or is the result of two or more Transactions generated on one credit card for a single sale. (v) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (vi) The price of goods or services on the Sales Draft differs from the amount, which Merchant presents for payment. (vii) The Transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Transaction or the Transaction has been made on an expired or non-existing account number. (viii) RMS reasonably believes, within its sole discretion that Merchant has violated any provision of this Agreement. (ix) RMS reasonably determines that the transaction record is fraudulent or that the Transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, avoidance, or offset for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to Youwhatsoever, including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled and prior tonegligence, fraud, or at dishonesty on the time of, the Transaction You received notice part of such cancellation through the electronic terminal Merchant or otherwiseMerchant’s agents or employees. b(x) The Approved Card had expired prior Merchant fails to the date of the Transaction provide a Sales Draft or the date of Transaction was prior legible copy thereof to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears RMS in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of accordance with this Agreement, the Laws or the Operating Regulations. In any such case, the Bank Merchant acknowledges that RMS shall not be obligated have full recourse to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of a Card sale for which the Cardholder disputes that he/she did not authorize the charge if (i) the Imprint of the Card or (ii) the signature of the Cardholder was not obtained by Merchant. (xi) Merchant shall not initiate a sale Transaction in an attempt to collect a Chargeback. (xii) Guarantors are personally liable for all Chargebacks. In the event Merchant sells its business and a new owner incurs Chargebacks, the original Merchant and all guarantors will be held personally liable for the Chargebacks and any other liabilities of the new owner(s). (b) In the event the Account is closed or is otherwise unavailable to RMS for ACH debit, Merchant and/or guarantors consent to RMS locating additional deposit accounts or assets by using any means available. In this event Merchant and/or guarantors waive all rights to their privacy in favor of RMS until such Transaction without prior notification, which amount You will time as all unpaid chargebacks and fees owed to RMS have been paid in full. (c) Merchant agrees to pay in the manner hereinafter provided$25.00 per Chargeback received by RMS.

Chargebacks. You agree The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to accept Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) under any of the following circumstances: (a) No specific prior Authorization for chargebackthe Transaction was obtained from the Authorization Center, and will be liable the approval number does not appear in the electronic transmittal that is maintained by Bank, or the Transaction was submitted to the Bank in or ISO thirty (30) days or more after the amount of any date on which the goods and/or services to which the Transaction disputed relates were purchased or leased by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicablerelevant Cardholder; (b) The Transaction was based on a pre-authorization form, the reserve account for Card on which the amount of all chargebacks. You will fully cooperate with Authorization was based was canceled and Merchant was so notified prior to the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Transaction; a(c) The Approved Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, and Merchant received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b(d) The Approved Card had expired prior to the date of the Transaction or the date of the Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents Transaction information required by this Agreement was not submitted to Bank, or the procedures required by this Agreement to be followed in connection with processing a Transaction on which the were not followed; (f) Bank has received or Issuer receives a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and the Cardholder; (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction.; f(h) A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a the Transaction.; g(i) The sales receipt represents a transaction that Transaction was made at or by a merchant other than You as named in the Merchant Application.Merchant; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. (j) The Transaction otherwise violates the terms of this Agreement, Agreement or any Applicable Law; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Laws Transaction is false or the Operating Regulationsinaccurate in any respect. In any such case, the Bank shall not be obligated to accept a sales receipt Transaction for deposit credit to Your the Operating Account. If the Bank has credited Your the Operating Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveTransaction, the Bank may chargeback return the Transaction to the Merchant, and Merchant shall pay Bank the amount of such Transaction the Transaction. Merchant agrees that it is solely responsible for all Chargebacks, and that Bank, without prior notificationnotice to Merchant, which may: (i) charge the amount You will of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; and/or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with Bank’s decision to charge back a Transaction, Merchant must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement, if Bank or ISO, if ISO has indemnified Bank, takes legal action against Merchant for any Chargebacks or any amounts due Bank or ISO hereunder, Merchant shall pay the costs and attorneys’ fees incurred by Bank and/or ISO, whether suit is commenced or not. In addition to any other remedy available to Bank, upon the occurrence of a Monthly Chargeback Violation, Merchant must pay to Bank a fee that is calculated as follows (where X in the manner hereinafter provided.table below is the Transaction Chargeback Ratio for the relevant calendar month and Y is the number of Chargebacks processed during the relevant calendar month): Y 1.0% ≤X≤ 1.5% 1.5% <X≤ 2% 2% <X≤ 2.25% 2.25% <X≤ 2.5% 2.5% <X≤ 3% 3- <X≤ 3.5% 3.5% <X≤ 5% 5% <X≤ 7.5% 7.5% <X 5 - 25 $0 $10 $10 $15 $15 $20 $25 $40 $50 26 - 50 $10 $10 $15 $15 $20 $20 $25 $40 $50 51 - 75 $15 $20 $20 $20 $25 $25 $30 $50 $50 76 - 100 $15 $20 $20 $25 $25 $30 $35 $50 $50 101 - 125 $20 $20 $25 $25 $30 $35 $35 $60 $60 126 - 150 $20 $25 $25 $30 $35 $35 $40 $75 $75 151 - 175 $25 $30 $30 $35 $35 $40 $40 $75 $100 175 + $25 $30 $35 $35 $40 $40 $50 $100 $100

Chargebacks. You agree to Merchant will accept for chargeback, Chargeback any sale involving the following: · The Cardholder disputes the validity of the sale according to prevailing Card Association rules; · A Card Issuer or MAS determines that Merchant has in any way failed to comply with Card Association rules or MAS’s procedures in accepting a Card and will be liable presenting the resulting Sales Draft to MAS for purchase; · No specific prior Authorization for the Bank Transaction was obtained from the authorization center; · The Authorization approval number does not appear in the amount of any electronic transmittal that is maintained by MAS; · The Transaction disputed was submitted to MAS 30 days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by the Cardholder or relevant Cardholder; · The Transaction was based on a preauthorization form and the Card Issuer for any reason under on which the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) Authorization was based has been canceled; · The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) was canceled; · The Approved Card had expired prior to the date of the Transaction or the Transaction; · The date of the Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel date of the Approved Card; · MAS or Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and the Cardholder; · The Cardholder makes a written complaint to MAS or Credit Issuer that the Cardholder did not make or authorize the Transaction. f) ; · A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a Transaction. g) ; · The sales receipt represents a transaction that Transaction was made at or by a merchant other than You as Merchant named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) this Agreement; · The Transaction otherwise violates the terms of this AgreementAgreement or any other Card Association or Card Issuer bylaw, rule, regulation, policy or guideline; · A Transaction is charged back by an Issuer; or · Any representation or warranty made by Merchant in connection with the Laws Transaction is false or inaccurate in any respect. If any of the Operating Regulations. In any such caseabove events occurs, the Bank MAS shall not be obligated to accept a sales receipt Transaction for deposit credit to Your Operating the Deposit Account. If the Bank MAS has credited Your Operating the Deposit Account or Reserve Account for such a Transaction, MAS may return the Transaction involving any of the circumstances indicated aboveto Merchant, the Bank may chargeback and Merchant shall pay MAS the amount of such the Transaction in addition to the current published fees for each Chargeback as listed on the Addendum. Merchant agrees that MAS, without prior notificationnotice to Merchant, which may (i) charge the amount You will of the Transaction to the Deposit Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property MAS holds for or on behalf of Merchant. If a Merchant disagrees with MAS’s decision to charge back a Transaction, Merchant must so notify MAS in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement, if MAS takes legal action against a Merchant for any Chargebacks or any amounts due MAS, Merchant shall pay the costs and attorneys’ fees incurred by MAS, whether a suit is commenced or not. MAS may charge Merchant a monthly fee as determined by MAS for its administrative work and other costs in the manner hereinafter providedevent Merchant has fifteen (15) or more Chargebacks over a period of one month during a minimum of one year, starting from the day following the month in which Merchant has exceeded the limit.

Chargebacks. You agree to accept for chargeback, and will be liable to the Bank in the amount of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account Merchant’s account shall be made with full recourse to YouMerchant, including without limitation, limitation where: ai) The Transaction is based on a pre-authorization form and the Approved Card on which the pre-authorization (not available for use with any Debit Cards) was based has been cancelled and Merchant was so notified. ii) The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You Transaction. Merchant has received or receives notice of such cancellation through the electronic terminal terminal, in writing or otherwise. biii) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. civ) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card. v) The sales receipt for an Approved Card or Transaction is unsigned by the Cardholder or the electronic transmittal does not contain the required information.information indicated in this Section 6 dvi) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. evii) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute between You Merchant and the Cardholder. viii) The sales receipt lacks the information required by Section 3 hereof or the Bank receives a written complaint from or on behalf of a Cardholder or that the Cardholder did not make or authorize the Transaction. fix) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. gx) The sales receipt represents a transaction that was made at or by a merchant Merchant other than You as the Merchant named in the Merchant Applicationthis Agreement. hxi) You fail Merchant fails to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transactionterminal. ixii) There The sales receipt is an attempt to circumvent a card issuer’s Authorization the Floor Limit by ticket splitting the transaction or otherwise deposit or payment. jxiii) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Merchant’s Operating Account. If the Bank has credited Your Merchant’s Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You Merchant will pay in the manner hereinafter provided. Not less than once per month, Bank shall provide Merchant with an itemized statement (Merchant Statement) of all charges and credits to Merchant’s Operating Account at Bank. All information appearing on the Merchant Statement shall be deemed accurate and affirmed by Merchant, unless Merchant shall object by written notice specifying the particular item in dispute delivered to Bank within thirty (30) days of the Merchant Statement Date.

Chargebacks. You agree Bank will chargeback to accept for chargebackMerchant and Merchant will pay Bank, and will be liable to the Bank in the amount of any Transaction disputed by the Cardholder each Charge which Merchant or Card Issuer a Merchant Affiliate submits to Bank for processing that is subject to Chargeback to Bank for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You Rules, or to debit the extent Bank receives claims regarding the Charges from Cardholders under other provisions of any applicable laws, rules, or regulations. A Chargeback may occur for any one or more of several reasons under the Operating Account orRules or through operation of consumer protection and other applicable laws, if applicablesuch as the Truth in Lending Act and the Fair Credit Billing Act. Chargeback reasons include, without limitation: i. The Charge Record or any material information it contains as provided by Merchant (such as the reserve Card account number, expiration date of the Card, merchant description, purchase amount, Charge date and Authorization date) is illegible, incomplete, incorrect, unsigned, or is not transmitted to Bank within the required time limits; ii. Merchant knew, or by following proper practices, should have known that the Card was not to be charged; iii. The Charge was completed with a counterfeit or altered Card, before the valid date, or after the expiration date of the Card; iv. Merchant did not obtain Authorization, or did not provide a correct and legible Authorization Code on the Charge Record; v. The Charge Record is a duplicate of another Charge Record, represents one of two or more Charges arising from a single purchase, or the Charge has been submitted to another merchant card processor; vi. The Cardholder disputes participating in or approving the Charge, signing the Charge Record, or the sale, delivery, quality, or performance of the purchase; the Cardholder alleges that return of goods or a Credit Voucher was improperly refused; or the Cardholder alleges that a Credit Voucher issued by Merchant was not processed for the Cardholder Account; vii. The amount on the Charge Record submitted to Bank differs from the amount on the copy required to be delivered to the Cardholder; viii. The Charge was fraudulent or the related purchase was not a bona fide purchase in Merchant’s ordinary course of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject business, was subject to any contrary provisions in this Agreementclaim of illegality, the acceptance by the Bank of cancellation, avoidance, or offset for any sales receipt for deposit to Your Operating Account shall be made with full recourse to Youreason, including including, without limitation, where:negligence, fraud, or dishonesty on the part of Merchant or Merchant’s agents or employees or was submitted in violation of Paragraph 6; a) ix. The Approved Cardholder has asserted what the Cardholder believes is a good faith claim or defense against the Charge. x. The Charge is in violation of any applicable law, rule, or regulation; xi. The Charge is in violation of any applicable Operating Rule or term of this Agreement; xii. A Charge is charged back by a Card giving rise Issuer; xiii. The Card Transaction is one that Bank, for any reason, is or would be required to pay, repurchase, or Chargeback by virtue of Operating Rules or otherwise, and was processed under this Agreement or any agreement with any Merchant Affiliate; xiv. The Charge was based on a pre‐authorization form, the Card on which the Authorization was based was canceled, and Merchant was so notified prior to the Transaction has been cancelled and Charge; xv. The Card used for the Charge was canceled prior to, to or at the time ofof the Charge, the Transaction You and Merchant received notice of such the cancellation through the electronic terminal terminal, in writing, or otherwise.; b) xvi. The Approved Card had expired prior to the date of the Transaction Charge or the date of Transaction the Charge was prior to the validation date, if any, indicated on the Approved Card.Charge; c) xvii. The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned Charge information required by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws Agreement or the Operating RegulationsRules was not submitted to the Bank, or the procedures required by this Agreement or the Operating Rules to be followed in connection with processing a Charge were not followed; or xviii. Any representation or warranty made by Merchant in connection with the Charge is false or inaccurate in any respect. The above list of potential Chargeback reasons is illustrative only and is not intended to be exhaustive. In the event of any such caseChargeback or anticipated Chargeback, the Bank shall not be obligated to accept a sales receipt Charge for deposit credit to Your Operating the Settlement Account. If the Bank has credited Your Operating the Settlement Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveCharge, the Bank may chargeback returnthe Charge to the Merchant, and Merchant shall pay Bank the amount of the Chargeback and any associated fees or charges. Merchant acknowledges and agrees that it is solely responsible for all Chargebacks. Merchant may not enter into interchange any Charge for a Card Transaction that was previously charged back to the Merchant Bank and returned to Merchant, irrespective of Cardholder approval. If Bank determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Charges exceeding one percent (1%), Bank may, but is not obligated to, notify Merchant of new procedures it should adopt and additional Processing Fees imposed for processing Chargebacks, and/or may immediately terminate this Agreement, at Merchant Bank’s or Processor’s sole and absolute discretion, without advance notice. Merchant must immediately pay any fines, assessments, or fees imposed by a Card Network or Bank relating to Chargebacks to Merchant. The Card Networks have established guidelines, merchant monitoring programs, and reports to track merchant activity such Transaction as, but not limited to, excessive credits and Chargebacks, and increased deposit activity. In the event Merchant exceeds the guidelines or submits suspicious transactions as identified by a Card Network or any related program or reports, Merchant may be subject to: (a) operating procedure requirement modifications; (b) incremental Chargebacks and/or fees; (c) settlement delay or withholding; (d) termination of this Agreement; and/or (e) audit and imposition of fines. Merchant hereby releases Bank from any and all damages, liability, costs, or expenses that Merchant may incur as a result of Bank's compliance with Card Network directives. Each Chargeback to Merchant, along with all fees, fines, assessments, or other amounts imposed by Bank or a Card Network relating to the Chargebacks, is immediately due and payable by Merchant. Without limiting any of Bank’s other remedies or Bank’s security interest described in Paragraph 16 below, Merchant Bank may, without prior notificationnotice to Merchant: (i) deduct and/or debit the amount of a Chargeback or anticipated Chargeback from the Settlement Account, which Reserve Account, or any Merchant account at Merchant Bank, (ii) set off or deduct from the amount You of a Chargeback or anticipated Chargeback against any other property of Merchant held by Bank, (iii) deduct and/or debit the amount of a Chargeback or anticipated Chargeback from any Settlement Account or Reserve Account of a Merchant Affiliate, (iv) recoup, deduct, or withhold the amount of a Chargeback or anticipated Chargeback by Adjustment of the credits due to Merchant; or (v) demand immediate payment from Merchantforthe amount of the Chargeback or anticipated Chargeback. Bank will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts, funds, or property of the Merchant or Merchant Affiliate, Merchant irrevocably authorizes Merchant Bank to attach and initiate withdrawals of funds from Merchant’s accounts at other financial institutions, by ACH entry, sight draft, preauthorized checks, reverse wires, or otherwise to cover the Chargebacks, and Merchant hereby irrevocably authorizes the other financial institutions to withdraw the funds from Merchant’s accounts and pay Bank the amount of the Chargebacks. Merchant Bank will release to Merchant any of Merchant’s deposits, funds or property(including, but not limited to, the Reserve Account) after Bank determines in its sole and absolute discretion that the manner hereinafter provideddeposits, funds, or property are not likely to be needed to cover any Chargebacks or anticipated Chargebacks.

Chargebacks. You agree A Charge may be deemed by Diners Club to accept for chargeback, and will be liable a Chargeback under the following circumstances: (a) it is incurred using an Individual Card that has not been signed by the Cardholder; (b) it is incurred outside the validity period shown on the Card; (c) the Card number or truncated Card number appearing on the Approved Terminal Receipt is not the same as the Card number of the Card which is produced to incur the Bank Charge; (d) it is incurred by the Cardholder on a Card that is not a valid Card; (e) it is incurred in the amount contravention of any Transaction disputed marking specified on the Card indicating the use of the Card is restricted; (f) it is incurred by forgery of the Cardholder’s signature where the signature on the Record of Charge Form or an Approved Terminal Receipt is conspicuously obviously different to that of the true Cardholder’s signature; (g) it has not been incurred or processed in accordance with these terms and conditions or the Processing Guidelines; (h) it is incurred involving a Record of Charge Form or Approved Terminal Receipt that is not signed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You is incomplete or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) The Approved Card giving rise illegible as to the Transaction has been cancelled and prior to, Cardholder’s name or at the time of, number or validity date of the Transaction You received notice of such cancellation Card; (i) it is processed through the electronic an EFTPOS terminal or otherwise.other electronic charging system terminal which is not an Approved Terminal; b(j) The Approved Card had expired prior to where the date of the Transaction Charge is wholly or partly incapable of being deciphered or processed; (k) it relates to a transaction which you key enter through an Approved Terminal despite not having obtained an Approval Code for the Charge through the Approved Terminal; (l) Diners Club receives the details or date of the debit Charge is more than seven days or date of credit Charge is more than thirty days after the Charge was incurred by the Cardholders; (m) you billed the amount of the Charge direct to the Cardholder, or received payment for the Charge other than through the use of a Card or Account; (n) it exceeds the Floor Limit except where you obtained Authorisation under clause 4; (o) the Approved Terminal referred you to Diners Club to get Authorisation and (not being a mail or telephone order Charge) you did not get from Diners Club, or Diners Club refused to give you, Authorisation; (p) the Cardholder refuses to pay it because goods or services the subject of the Charge were defective, returned, not delivered or provided, or not as agreed; (q) it relates to the rental of a motor vehicle and it cannot be substantiated by written evidence that the Charge was incurred and approved by the Cardholder; (r) it relates to a mail or telephone order which the Cardholder has failed to pay and you cannot produce to Diners Club on request a bill or order form for the goods or services the subject of the Charge bearing the Cardholder’s signature and Card number; (s) it relates to a transaction for which you have previously processed a Charge under these terms and conditions; (t) the amount of the Charge is altered by you or any other person in any way after the Cardholder signed the Record of Charge Form or the date Approved Terminal Receipt; (u) in Diners Club’s opinion it relates to a single transaction which has been split into two or more Charges; (v) it is incurred through the use of Transaction a Card which was prior evidently a forgery, or which you had reasonable grounds to suspect was a forgery (other than a Charge that is covered by clause 8.3(f); (w) it is unsigned and incurred in a hotel Establishment for which the validation date, if any, indicated on Cardholder can furnish a cancellation number provided by the Approved Card. c) The sales receipt does not contain hotel or the signature that appears in the AUTHORIZED SIGNATURE panel amount of the Approved Card or Charge exceeds the cost of one night’s stay; or (x) it is unsigned by the Cardholder or the electronic transmittal does a Delayed Charge that cannot contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of be recovered from the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter provided.

Chargebacks. (a) We do not decide which Transactions are charged back and we do not control the outcome of the Dispute or Chargeback request. You agree must respond to our request for information regarding a Dispute or Chargeback within five (5) Business Days of our request so that we can facilitate a request to reverse a Chargeback from the Card Issuer. From time to time a Cardholder may be able to chargeback a Transaction even though you have provided the goods or services. Even if an Authorization Number has been issued for a Transaction, we may refuse to accept for chargeback, and any such Transaction Record. We will be liable to the Bank in the amount of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to automatically debit the Operating your Business Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with value of the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date disputed amount of the Transaction upon receipt from the Card Issuer, pending the Dispute / Chargeback case resolution. If a Dispute is valid, the Chargeback deduction will remain on your Business Account. The Card Issuer may process a Dispute / Chargeback if any one or more of the date of following applies (this list is not exhaustive): • The Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt Record is illegible or does not contain the signature that appears in the AUTHORIZED SIGNATURE panel all of the Approved Card or is unsigned information required by the Cardholder or the electronic transmittal does not contain the required information. d) Agreement and Card Association Rules and Regulations; • The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt completed according to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement; • The amount of the Transaction exceeds your Floor Limit; • The Cardholder did not authorize the Transaction, or you otherwise did not get an Authorization Number according to the Laws or terms of this Agreement; • The Card used in the Operating Regulations. In any such case, the Bank shall Transaction is one we told you not be obligated to accept or subject to a sales fraud warning; • The Transaction has been disputed by the Cardholder; • The Transaction Receipt refers to merchandise which the Cardholder claims has been returned to you or has not been received by Cardholder; • The Cardholder claims the goods or services referred to in the Transaction Receipt were unsatisfactory; • The Cardholder has a receipt for deposit a credit or voided Transaction; however, you have not processed it. • The Cardholder claims to Your Operating Accounthave cancelled a service, but the related credit has not been applied to the Cardholder’s statement. If • The Cardholder claims that the Bank has credited Your Operating Account Transaction amount is incorrect. • The Cardholder claims that a single Transaction was processed more than once. • The Cardholder claims that they paid for the merchandise or service by other means (i.e. cash, cheque, other card, etc.). • The signature on the Transaction Receipt is not reasonably similar to that on the signature panel of the Card, or is claimed to be a forgery; • You process a Transaction Receipt for a pre-authorized order after receiving notice form the Cardholder to cancel further Transactions; • The Transaction involving any was made without the Cardholder’s permission; • You have failed to keep a copy of the circumstances indicated aboveTransaction Receipt as set forth herein or after we have asked you to, you have failed to give us a copy of the Bank may chargeback Transaction Receipt within five (5) Business Days of our request; • In the case of a Card-Absent Transaction, you did not have our prior written approval to accept Card-Absent Transactions, or a Cardholder disputes a Card-Absent Transaction; • The Transaction included a cash advance from you to the Cardholder; • The Transaction was illegal, unenforceable, null or invalid; • The Transaction involves covering an existing debt or a dishonoured check; • In an effort to conceal the amount of the Transaction, you divided the amount between more than one Transaction Receipt; • The full amount of a single Transaction was not authorized; • You have previously deposited the same Transaction Record and received credit for it; • The Transaction Record represents a Transaction that never took place; • You have misrepresented a Transaction, attempted to deposit a Transaction Record that did not result directly from a Transaction between you and the Cardholder, that is a fictitious Transaction or you otherwise attempted to defraud us; • The Card Issuer charges back all or part of the amount of a Transaction in accordance with the Card Association Rules and Regulations; or • In any other way, you have not followed the terms of this Agreement or the Card Association Rules and Regulations. (b) You agree that the amount of any Chargeback is a debt payable by you to the Bank. You agree that we are not responsible for any charged back Transactions. (c) If your Chargeback volume is excessive, the Card Association may impose Chargeback fees or administration fees and fines. You agree to reimburse Bank for the amount of these and all other fees imposed as a result of your Chargeback activity. We may also set off any such Transaction without prior notification, which amount amounts from any Account(s) you maintain with us or our affiliate(s). You will pay in cooperate with us to determine why your Chargeback volume is excessive. You agree to promptly implement any measures that we tell you are necessary to reduce your Chargeback volume. We may suspend or terminate access to your service without notice for any store or location whose Chargeback volume is excessive and/or exceeds the manner hereinafter providedCard Association’s acceptable levels.

Chargebacks. You agree Sub-Merchant understands and agrees that Integrity Business Partners is not in any way financially responsible for Chargebacks. Integrity Business Partners shall be authorized to accept chargeback to Sub-Merchant any Payment Card Processing Transactions as specified throughout this Agreement and for chargebackreasons including, and will be liable to the Bank in the amount of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicablebut not limited to, the reserve account following: i. No specific prior authorization for the amount of all chargebacksPayment Card Processing Transaction was obtained; ii. You will fully cooperate with The Payment Card Processing Transaction was made at or by a Merchant or Sub-Merchant other than the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions Sub-Merchant named in this Agreement; iii. The Payment Card Processing Transaction otherwise violates the terms of this Agreement or any other Association or Issuer bylaw, rule, regulation, policy or guideline; iv. Any representation or warranty made by Sub-Merchant in connection with the acceptance by Payment Card Processing Transaction is false or inaccurate in any respect; v. The Payment Card Processing Transaction was based on a pre- authorization form and the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Card on which the Authorization was based has been cancelled; a) vi. The Approved Card giving rise to the Payment Card Processing Transaction has been was cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise.Payment Card Processing Transaction; b) vii. The Approved Card had expired prior to the date of the Payment Card Processing Transaction or the date of Payment Card Processing Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) viii. The sales receipt does information required for Documenting Payment Card Processing Transactions Card-Not-Present Transactions was not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card submitted to Integrity Business Partners; ix. Integrity Business Partners or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Sub- Merchant and the Cardholder; x. The Cardholder makes a written complaint to Integrity Business Partners or Issuer that the Cardholder did not make or authorize the Payment Card Processing Transaction.; f) xi. A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Sub-Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a Payment Card Processing Transaction.; or g) The sales receipt represents a transaction that was made at or xii. A Payment Card Processing Transaction is charged back by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating RegulationsIssuer. In any such case, the Bank including those defined above, Integrity Business Partners shall not be obligated to accept a sales receipt Payment Card Processing Transaction for deposit credit to Your the Operating Account. If the Bank Integrity Business Partners has credited Your the Operating Account or Reserve Account for a such Payment Card Processing Transaction, Integrity Business Partners may return the Payment Card Processing Transaction involving any of to the circumstances indicated aboveSub-Merchant, the Bank may chargeback and Integrity Business Partners shall recover the amount of such the Transaction from the aforementioned account. Sub-Merchant agrees that Integrity Business Partners Systems without prior notificationnotice to Sub-Merchant, which may: i. Charge the amount You will pay in of the manner hereinafter providedPayment Card Processing Transaction to the Operating Account or Reserve Account; ii. Recoup the amount of the Payment Card Processing Transaction by adjustment of the credits due to Sub-Merchant; or iii. Set off the amount of the Payment Card Processing Transaction against any account or property Integrity Business Partners holds for or on behalf of Sub-Merchant.

Chargebacks. You agree (a) In some circumstances a Card Issuer has the right under the Card Scheme Rules to accept for chargebackrefuse to settle a Transaction, and will be liable return a Transaction or to seek a reimbursement of a Transaction which has already been settled to the Bank in the amount of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating RegulationsMerchant (“Chargeback”). You authorize the Bank to offset from funds due You or to debit the Operating Account or, A Chargeback may arise even if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled authorised. A Chargeback may also arise if the Merchant has sent Paysafe information about a Transaction which is not within the scope of a Transaction but which Paysafe has processed as a Transaction and/or if a Cardholder denies making a Card Not Present Transaction. (b) If a Chargeback occurs in respect of a Transaction for which Paysafe has not yet paid the Merchant, Paysafe shall not be required to pay the Merchant for such Transaction. If a Chargeback occurs in respect of a Transaction for which Paysafe has already paid the Merchant, Paysafe shall immediately and prior towithout notice to the Merchant be entitled, and the Merchant shall allow Paysafe, to debit the Nominated Bank Account, or at to recover from the time ofMerchant by any other means, the amount paid by Paysafe to the Merchant in respect of that Transaction. Paysafe's right to do this shall not be affected by any arrangement between the Merchant and a Cardholder. (c) Paysafe is not under any obligation to: (i) notify the Merchant of any defect in any Transaction Data or other potential liability to a Chargeback except where a Chargeback is in fact made; or (ii) assist the Merchant in procuring payment from a Cardholder or assist in any dispute where the relevant Transaction has been charged back to the Merchant. (d) If a Chargeback arises, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior Data relating to the date of the relevant Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does must not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned be re-presented by the Cardholder or the electronic transmittal does not contain the required informationMerchant unless Paysafe gives its prior written consent. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter provided.

Chargebacks. You agree to accept for chargeback, and will be liable The Service Provider may withhold or debit payment to the Bank Merchant in relation to an Electronic Commerce Transaction, or having credited the Merchant’s account, may charge back the amount to the Merchant’s account, in any of any the following circumstances: authorization for an Electronic Commerce Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate is not obtained in accordance with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions terms set out in this Agreement; card transaction data is issued or presented in breach of this Agreement, which may include any additional guidelines supplied to the Merchant from time to time; the Merchant fails to produce at the Service Provider and/or the Bank request, a Sales Record; the Merchant’s account is credited more than once for the same Electronic Commerce Transaction; the Electronic Commerce Transaction has not been authorized or recognized by the Cardholder; the Merchant has processed a fictitious Electronic Commerce Transaction, or has otherwise defrauded or attempted to defraud the Service Provider, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to Cardholder; the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears Merchant has participated in the AUTHORIZED SIGNATURE panel sales of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) prohibited products and/or services as referred to in Section 9 of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in this Agreement; the Merchant Application. h) You fail has failed to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates comply with the terms of this Agreement or is otherwise in breach of any rule, regulation, instruction, procedures or guidelines issued pursuant to this Agreement; the Electronic Commerce Transaction is in the Service Provider’s and/or the Bank’s sole opinion, a suspicious Electronic Commerce Transaction; the Laws Merchant has failed to deliver within the specified time frame the goods or services purchased or the Operating Regulations. In any such case, goods received by the Bank shall Cardholder have been damaged; if an Electronic Commerce Transaction is authorized but does not be obligated meet the specification of a 3DSecure transaction where applicable and the Cardholder refuses to accept the Electronic Commerce Transaction for such reason; the Electronic Commerce Transaction is for any reason illegal, null or invalid; and any other valid reason as defined by the Card Associations rules such as but not limited to: Any charge/debit on a sales receipt for deposit Card which is a suspect charge/debit or is thought to Your Operating Account. If the Bank has credited Your Operating Account be irregular or fraudulent in nature; Any charge/debit on a Card for a Transaction involving any Product in an amount in excess of the circumstances indicated aboveprice of that Product stated on the Website concerned; Any charge/debit on a Card for a Product which remains undelivered after the time for delivery stipulated on the Website concerned; Any charge/debit on a Card arising out of any hacking, the Bank may chargeback the amount breach of such Transaction without prior notification, which amount You will pay in security or encryption (if any) due to the manner hereinafter provided.in which the Merchant handled Card account Information, Cardholder or transaction details; Any transaction made through a card outside the territory authorized for the use of the card; The goods and/or services covered by the transaction are rejected or returned or the transaction or part thereof, is validly cancelled or terminated by a Cardholder or if the Merchant fails to provide at all or to the Cardholder’s satisfaction, goods and/or services to-the Cardholder; The Cardholder disputes the nature, quality or quantity of the goods and/or services covered by the transaction; The Cardholder disputes or denies the transaction or the sale or delivery of goods and/or provision of services covered by the transaction with reasons; Transaction is posted more than once to Card Holder’s account;

Chargebacks. You agree to accept for chargeback, and will be liable to the Bank in the amount The acceptance by KORTA of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate processed in accordance with the Bank in complying with terms of this Agreement shall be without recourse to the Operating Regulations regarding all chargebacks. Subject to any contrary provisions Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) as follows: a. No specific prior Authorization for the Transaction was obtained from the Authorization Center, the acceptance approval number does not appear in the electronic transmittal that is maintained by KORTA, or the Transaction was submitted to KORTA or the ISO thirty (30) days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by the Bank of any sales receipt for deposit relevant Cardholder; b. The Transaction was based on a pre-authorization form and the Card on which the Authorization was based has been canceled and the Merchant was so notified prior to Your Operating Account shall be made with full recourse to You, including without limitation, where:the Transaction; a) c. The Approved Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, the Merchant received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b) d. The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card.; ce. The information required in Sections 18 and 19(b) The sales receipt does above was not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder submitted to KORTA; ▇. ▇▇▇▇▇ or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You the Merchant and the Cardholder; g. The Cardholder makes a written complaint to KORTA or the Issuer that the Cardholder did not make or authorize the Transaction.; f) h. A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You the Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a Transaction.; g) i. The sales receipt represents a transaction that Transaction was made at or by a merchant Merchant other than You as the Merchant named in the Merchant Application.this Agreement; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) j. The Transaction otherwise violates the terms of this AgreementAgreement or any other Association or Issuer bylaw, rule, regulation, policy or guideline; k. A Transaction is charged back by an Issuer; l. Any representation or warranty made by the Laws Merchant in connection with the Transaction is false or the Operating Regulationsinaccurate in any respect. In any such case, the Bank KORTA shall not be obligated to accept a sales receipt Transaction for deposit credit to Your the Operating Account. If the Bank KORTA has credited Your the Operating Account or Merchant Reserve Account for such a Transaction, KORTA may return the Transaction involving any of to the circumstances indicated aboveMerchant, and the Bank may chargeback Merchant shall pay KORTA the amount of such Transaction the Transaction. The Merchant agrees that KORTA, without prior notificationnotice to the Merchant, which may (i) charge the amount You will pay in of the manner hereinafter provided.Transaction to the Operating Account or Merchant Reserve Account;

Chargebacks. You agree (a) Simultaneously with each purchase, a contingent and unmatured claim for Chargeback accrues against Merchant in favor of Cornerstone and Bank for the amount that Cornerstone or Bank is required, or has the right, to accept pay to MasterCard or Visa with respect to any fees, discounts, customer credits and adjustments, charges, fines, assessments, penalties or other items which may be charged back to Merchant by Cornerstone or Bank. Merchant agrees that it is fully liable to Bank and Cornerstone for chargebackall Chargebacks, and will be liable that Bank and Cornerstone are authorized to offset from incoming transactions and to debit via ACH the Bank Account, the Reserve Account, or any other account held at any other financial institution in the amount of any Transaction disputed Chargeback. Merchant agrees to accept for chargeback any sale for which the Cardholder disputes the validity of the sale according to the Rules; or Cornerstone and Bank determine that Merchant has in any way failed to comply with the Rules or Cornerstone’s procedures, including but not limited to the following: (i) The Sales Draft is illegible, not signed by the Cardholder or Card Issuer has not been presented to Bank within the required time-frames; (ii) The Sales Draft does not contain the Imprint of a valid, un-expired Card; (iii) A valid Authorization number has not been correctly and legibly recorded on the Sales Draft; (iv) The Sales Draft is a duplicate of a prior Transaction or is the result of two or more Transactions generated on one credit card for any reason under a single sale; (v) The Cardholder alleges that he or she did not participate in the Operating Regulations. You sale, authorize the Bank to offset use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased; (vi) The price of goods or services on the Sales Draft differs from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt which Merchant presents for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: apayment; (vii) The Approved Card giving rise to Transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Transaction or the Transaction has been cancelled made on an expired or non-existing account number; (viii) Cornerstone and prior toBank believe, within their sole discretion, that Merchant has violated any provision of this Agreement; (ix) Cornerstone determines that the transaction record is fraudulent or at the time of, that the Transaction You received notice is not bona fide or is subject to any claim of such cancellation through illegality, cancellation, rescission, avoidance or offset for any reason whatsoever, including without limitation negligence, fraud or dishonesty on the electronic terminal part of Merchant or otherwise. bMerchant’s agents or employees; (x) The Approved Merchant fails to provide a Sales Draft or legible copy thereof to Bank and Cornerstone in accordance with this Agreement. Merchant acknowledges that Cornerstone and Bank shall have full recourse to charge back the amount of a Card had expired prior to sale for which the date Cardholder disputes that he/she did not authorize the charge if (i) the Imprint of the Transaction Card or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c(ii) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned Cardholder was not obtained by the Cardholder or the electronic transmittal does Merchant; (xi) Merchant shall not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents initiate a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent collect a card issuer’s Authorization Limit by splitting Chargeback; (b) Guarantors are personally liable for all Chargebacks. In the transaction or otherwise deposit or payment. j) The Transaction otherwise violates event Merchant sells its business, and the terms of this Agreementnew owner incurs Chargebacks, the Laws or original Merchant and all guarantors will continue to be held personally liable for the Operating Regulations. In Chargebacks and any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any other liabilities of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter providednew owner(s).

Chargebacks. You agree The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to accept Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) under any of the following circumstances: (a) No specific prior Authorization for chargebackthe Transaction was obtained from the Authorization Center, and will be liable the approval number does not appear in the electronic transmittal that is main- tained by Bank, or the Transaction was submitted to the Bank in or ISO thirty (30) days or more after the amount of any date on which the goods and/or services to which the Transaction disputed relates were purchased or leased by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicablerelevant Cardholder; (b) The Transaction was based on a pre-authorization form, the reserve account for Card on which the amount of all chargebacks. You will fully cooperate with Authori- zation was based was canceled and Merchant was so notified prior to the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Transaction; a(c) The Approved Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, and Merchant received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b(d) The Approved Card had expired prior to the date of the Transaction or the date of the Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents Transaction information required by this Agreement was not submitted to Bank, or the procedures required by this Agreement to be followed in connection with processing a Transaction on which the were not followed; (f) Bank has received or Issuer receives a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and the Cardholder; (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction.; f(h) A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a the Transaction.; g(i) The sales receipt represents a transaction that Transaction was made at or by a merchant other than You as named in the Merchant Application.Merchant; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. (j) The Transaction otherwise violates the terms of this Agreement, Agreement or any Applicable Law; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Laws Transaction is false or the Operating Regulationsinaccurate in any respect. In any such case, the Bank shall not be obligated to accept a sales receipt Transaction for deposit credit to Your Operating the Op- erating Account. If the Bank has credited Your the Operating Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveTransaction, the Bank may chargeback return the Transaction to the Merchant, and Merchant shall pay Bank the amount of such Transaction the Transaction. Merchant agrees that it is solely responsible for all Chargebacks, and that Bank, without prior notificationnotice to Merchant, which may: (i) charge the amount You will of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; and/or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with Bank’s decision to charge back a Transaction, Merchant must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement, if Bank or ISO, if ISO has indemnified Bank, takes legal action against Merchant for any Chargebacks or any amounts due Bank or ISO hereunder, Merchant shall pay the costs and attorneys’ fees incurred by Bank and/or ISO, whether suit is commenced or not. In addition to any other remedy available to Bank, upon the occurrence of a Monthly Chargeback Violation, Merchant must pay to Bank a fee that is calculated as follows (where X in the manner hereinafter provided.table below is the Transaction Chargeback Ratio for the relevant calendar month and Y is the number of Chargebacks processed during the relevant calendar month): Y 1. 0%<X ≤1.5% 1.5%<X ≤2% 2%<X ≤2.25% 2.25% <X≤2.5% 2.5%<X ≤3% 3%<X ≤3.5% 3.5%<X ≤5% 5%<X ≤7.5% 7.5%<X

Chargebacks. You agree to accept Sub-Merchant understands and agrees that WorkWave is not in any way financially responsible for chargeback, and Chargebacks. WorkWave will be liable authorized to charge back to Sub-Merchant amounts related to a Payment Card Processing Transaction for reasons including, but not limited to, the Bank in following: i. no specific prior Authorization for the amount Payment Card Processing Transaction was obtained; ii. the Payment Card Processing Transaction was made at or by a merchant other than Sub-Merchant; iii. the Payment Card Processing Transaction violates the terms of this Agreement or any Transaction disputed by the Cardholder or Card Issuer for any reason under of the Operating Regulations; iv. You authorize the Bank to offset from funds due You any representation or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate warranty made by Sub-Merchant in connection with the Bank Payment Card Processing Transaction is false or inaccurate in complying with any respect; v. the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, Payment Card Processing Transaction was based on a pre-authorization and the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) The Approved Card giving rise to the Transaction on which such pre-authorization was based has been cancelled; vi. the applicable Card was cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through Payment Card Processing Transaction; vii. the electronic terminal or otherwise. b) The Approved applicable Card had expired prior to the date of the Transaction Payment Card Processing Transaction, or the date of the Payment Card Processing Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does viii. the information required for documenting a Card-Not-Present Transaction was not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card submitted to WorkWave; ix. WorkWave or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has Issuer received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Sub-Merchant and the Cardholder; x. the Cardholder makes a written complaint to WorkWave or Issuer that the Cardholder did not make or authorize the Payment Card Processing Transaction.; f) A xi. a setoff or counterclaim of any kind shall exist exists in favor of any the Cardholder against You Sub-Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a connection with the Payment Card Processing Transaction.; or g) The sales receipt represents a transaction that was made at or xii. the Payment Card Processing Transaction is charged back by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating RegulationsIssuer. In any such caseevent, the Bank shall including those described above, WorkWave will not be obligated to accept a sales receipt Payment Card Processing Transaction for deposit credit to Your the Operating AccountAccount or any Reserve. If the Bank WorkWave has credited Your the Operating Account or a Reserve for a such Payment Card Processing Transaction, WorkWave may return the Payment Card Processing Transaction involving any of to the circumstances indicated aboveSub-Merchant, the Bank and WorkWave may chargeback recover the amount of such the Payment Card Processing Transaction from the Operating Account or Reserve, without prior notificationnotice to Sub-Merchant, which by: i. charging the amount You will pay in of the manner hereinafter providedPayment Card Processing Transaction to the Operating Account or Reserve; ii. recouping the amount of the Payment Card Processing Transaction by adjustment of the credits due to Sub-Merchant; or iii. setting off the amount of the Payment Card Processing Transaction against any account or property that WorkWave holds for or on behalf of Sub-Merchant.

Chargebacks. You agree The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to accept Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) under any of the following circumstances: (a) No specific prior Authorization for chargebackthe Transaction was obtained from the Authorization Center, and will be liable the approval number does not appear in the electronic transmittal that is maintained by Bank, or the Transaction was submitted to the Bank in or ISO thirty (30) days or more after the amount of any date on which the goods and/or services to which the Transaction disputed relates were purchased or leased by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicablerelevant Cardholder; (b) The Transaction was based on a pre-authorization form, the reserve account for Card on which the amount of all chargebacks. You will fully cooperate with Authorization was based was canceled and Merchant was so notified prior to the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Transaction; a(c) The Approved Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, and ▇▇▇▇▇▇▇▇ received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b(d) The Approved Card had expired prior to the date of the Transaction or the date of the Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents Transaction information required by this Agreement was not submitted to Bank, or the procedures required by this Agreement to be followed in connection with processing a Transaction on which the were not followed; (f) Bank has received or Issuer receives a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and the Cardholder; (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction.; f(h) A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a the Transaction.; g(i) The sales receipt represents a transaction that Transaction was made at or by a merchant other than You as named in the Merchant Application.▇▇▇▇▇▇▇▇; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. (j) The Transaction otherwise violates the terms of this Agreement, Agreement or any Applicable Law; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Laws Transaction is false or the Operating Regulationsinaccurate in any respect. In any such case, the Bank shall not be obligated to accept a sales receipt Transaction for deposit credit to Your the Operating Account. If the Bank has credited Your the Operating Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveTransaction, the Bank may chargeback return the Transaction to the Merchant, and Merchant shall pay Bank the amount of such Transaction the Transaction. ▇▇▇▇▇▇▇▇ agrees that it is solely responsible for all Chargebacks, and that Bank, without prior notificationnotice to Merchant, which may: (i) charge the amount You of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; and/or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with Bank’s decision to charge back a Transaction, ▇▇▇▇▇▇▇▇ must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement, if Bank or ISO, if ISO has indemnified Bank, takes legal action against Merchant for any Chargebacks or any amounts due Bank or ISO hereunder, Merchant shall pay the costs and attorneys’ fees incurred by Bank and/or ISO, whether suit is commenced or not. In addition to any other remedy available to Bank, upon the occurrence of a Monthly Chargeback Violation, Merchant must pay to Bank a fee that is equal to the total number of Chargebacks processed during the relevant calendar month multiplied by the relevant dollar amount set forth in the table set forth below (where X in the table below is the Transaction Chargeback Ratio for the relevant calendar month and Y is the number of Chargebacks processed during the relevant calendar month) (the “Monthly Chargeback Violation Fee”): Merchant will pay in each relevant Monthly Chargeback Violation Fee to Bank no later than 30 days after receiving a request for payment thereof from Bank (which request will include a description of the Monthly Chargeback Violation Fee amount and a description of the manner hereinafter providedin which it was calculated).

Chargebacks. 13.1 You agree shall be responsible for all Chargeback amounts relating to accept for chargeback, and will be liable to the Bank in the amount of any Transaction disputed Card transactions settled by the Cardholder or Card Issuer Servicers for any reason under the Operating Regulations. You authorize Association Rules, including but not limited to where: (i) merchandise is returned and a proper credit for Cardholder is not received by Servicers for processing; (ii) the Bank Sales Draft is, or is alleged to offset from funds due You have been, executed, accepted, endorsed, completed or to debit assigned improperly without authority or not in accordance with the Authorization requirements or provisions of this Exhibit G or the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank Procedures; (iii) regardless of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, Authorization obtained (including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled telephone and prior tomail order transactions), or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for completed a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or transaction when the Cardholder did not make sign the Sales Draft; (iv) the signature on the draft was unauthorized as compared to the signature appearing on the Card, the signature panel on the Card was blank, or authorize a limited purpose business purchasing card was accepted without appropriate authorization of the Transaction.nature of the goods or services purchased (in addition to Authorization of the transaction amount); f(v) A setoff the Sales Draft is incorrectly completed, incomplete or counterclaim illegible; (vi) the Cardholder disputes the sale, quality or delivery (or availability for pre- arranged pick-up) of merchandise or the performance or quality of service covered by the Sales Draft or agreement accepted by such Cardholder; (vii) the circumstances in which the Sales Draft was created or submitted by, or credit was received by, You constituted or otherwise involved a breach of any kind shall exist term, condition, representation, warranty or duty of You hereunder; (viii) multiple Sales Drafts were executed to avoid the need to obtain authorization necessary to complete the transaction; (ix) the extension of credit for merchandise sold or rented or services performed was in favor violation of law or the rules or regulations of any governmental agency, whether federal, state, local or otherwise; (x) a legible copy of the Sales Draft or Credit Voucher cannot be produced by You within ten days of Servicers’ request; (xi) the Cardholder against You that may be asserted in asserts any claim or defense which the Cardholder has as a consumer of an action goods or services; (xii) the Cardholder disputes the validity of a telephone or mail order Card transaction; (xiii) the Card transaction is otherwise subject to enforce payment against such Chargeback by the Card issuing bank or Cardholder in a Transaction.accordance with the Association Rules or applicable law; or g(xiv) The sales receipt represents a the Card transaction that was made at or by a merchant other than You as named is subject to Chargeback in accordance with the procedures set forth in the Merchant ApplicationOperating Procedures. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter provided.

Chargebacks. You agree to accept for chargeback, and will be liable to the Bank in the amount The acceptance by Bank/Certegy of any Transaction disputed by processed in accordance with the Cardholder or Card Issuer terms of this Agreement shall be without recourse to Merchant, except for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or(i) Card-Not-Present Transactions, if applicable, the reserve account (ii) as otherwise indicated in this Agreement and (iii) as follows: (a) No specific prior authorization for the amount of all chargebacks. You will fully cooperate with Transaction was obtained from the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Authorization Center, a(b) The Approved Transaction was forced based on a pre-authorization form and the Card on which the authorization was based has been canceled and Merchant was so notified prior to the Transaction; (c) The Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, Merchant received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b(d) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank information required in Paragraphs 18 and 19(b) above was not submitted to Bank/Certegy; (f) Bank/Certegy or Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and Cardholder, provided that Merchant retains the right to challenge (represent) such chargebacks per the Association regulations. Notwithstanding, until EPX or Certegy have notice in writing with documentation from the Associations that said chargeback has been reversed, EPX and Certegy reserve the right to take any actions consistent with the existence of a chargeback. (g) The Cardholder makes a written complaint to Bank/Certegy or Issuer that the Cardholder did not make or authorize the Transaction.; f(h) A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a Transaction.; g(i) The sales receipt represents a transaction that Transaction was made at or by a merchant Merchant other than You as Merchant named in the Merchant Application.this Agreement; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. (j) The Transaction otherwise violates the terms of this AgreementAgreement or any other Association or Issuer bylaw, rule, regulation, policy or guideline; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Laws Transaction is false or the Operating Regulationsinaccurate in any respect. In any such case, the Bank Bank/Certegy shall not be obligated to accept a sales receipt Transaction for deposit credit to Your the Operating Account. If the Bank Bank/Certegy has credited Your the Operating Account or Reserve Account for such a Transaction, Bank/Certegy may return the Transaction involving any of to the circumstances indicated aboveMerchant, the Bank may chargeback and Merchant shall pay Bank/Certegy the amount of such Transaction the Transaction. Merchant agrees that Bank/Certegy, without prior notificationnotice to Merchant, which may (i) charge the amount You will of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property Bank/Certegy holds for or on behalf of Merchant. If Merchant disagrees with a Chargeback Transaction, Merchant must so notify Bank/Certegy and EPX in writing within five (5) days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder's satisfaction, or proof that a credit has been issued and proof from the association that the Chargeback has been reversed. If Bank/Certegy or EPX takes legal action against Merchant for any Chargebacks or any amounts due Bank/Certegy and/or EPX hereunder and the Merchant stipulates or is found liable to Bank/Certegy and/or EPX Merchant shall pay in the manner hereinafter providedall costs and attorneys fees incurred by Bank/Certegy and/or EPX.

Chargebacks. (a) You agree have full liability for all CHARGEBACKs. You may receive a CHARGEBACK from a CARDHOLDER or CARD ISSUER for numerous reasons under the CARD ORGANIZATION rules. The following are some of the most common reasons for CHARGEBACKs: (1) The return or non-delivery of goods or services. (2) An authorization was required and not obtained. (3) The CARD SALE date is after the CARD's expiration date. (4) The SALES RECORD is produced incorrectly or fraudulently. (5) We did not receive your response to accept a RETRIEVAL REQUEST within seven business days. (6) CARDHOLDER disputes the CARD SALE or signature on the SALES RECORD or claims that the sale price is subject to a set-off, defense or counterclaim. (7) The CARDHOLDER refuses to make payment for chargebacka CARD SALE because in the CARDHOLDER's good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner (Regulation Z). (8) The CARD was not actually presented and will be liable the CARDHOLDER denies making the purchase. The fact that you or that we obtained an authorization does not mean that a particular CARD transaction is in fact a valid or undisputed transaction entered into by the actual CARDHOLDER or an authorized user of the CARD. (9) A CREDIT is due to the Bank in the CARDHOLDER and you have failed to submit a CREDIT. (b) We will recreate or retrieve all sales information needed to respond to CHARGEBACKs with respect to SALES RECORDs. You are not allowed to re-submit for processing any CARD SALE that has been previously charged back to you. (c) If we determine that you are receiving an excessive amount of any Transaction disputed by CHARGEBACKs, we may review your internal procedures relating to acceptance of CARDs and we may take one or more of the Cardholder following actions: (1) notify you of new procedures you should adopt; and (2) notify you of a new rate we will charge you to process your CHARGEBACKs or Card Issuer for any reason under (3) terminate the Operating RegulationsAGREEMENT, immediately. You authorize For purposes of this AGREEMENT, an excessive number of CHARGEBACKs means one CHARGEBACK per 100 SALES RECORDs or the Bank total dollar amount of CHARGEBACKs is greater than or equal to offset from funds due You or to debit one percent of the Operating Account or, if applicable, the reserve account total dollar amount of SALES RECORDs for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwiselast thirty days. b) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter provided.

Chargebacks. You agree Bank shall have the right to accept charge back the amount (or portion of the amount, as applicable) of the subject Purchase under the terms and conditions of this Section 3.9. In addition, if the basis for chargebackthe chargeback is non-authorization by Bank and/or the failure to supply necessary copies of relevant documentation, the chargeback amount shall also include: the unpaid principal balance, applicable sales tax, accrued and billed finance charges, fees, and will be liable any Rebate Fees paid by Bank to the Bank in Pier 1, relating to any such Purchase. As to chargebacks for any other reasons, the amount of the chargeback shall not include accrued and billed finance charges or Cardholder fees, unless discussed with Pier 1. (a) If any Transaction disputed Applicant or Cardholder claim, defense, dispute, or basis for non-payment is based on an alleged action or inaction by Pier 1 and/or otherwise involves the Cardholder Goods and/or Services, including but not limited to an alleged: (i) breach of warranty or Card Issuer representation; (ii) unauthorized use of the Credit Card; (iii) charge for something other than an actual Purchase; (iv) the Charge Slip related to the Purchase is a duplicate of one already paid and/or the price on it differs from the price on the Cardholder’s copy of same; and/or (v) where Pier 1 has failed to follow any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary other provisions in this AgreementAgreement and/or or the Operating Procedures, and Bank determines, upon receipt of a fraud affidavit from the acceptance by Cardholder, that the signature on any Charge Slip has been forged or is counterfeit; or (b) If Bank determines that, with respect to such Purchase or the Account that: (i) there is a breach of any sales receipt for deposit warranty or representation made by or with respect to Your Operating Account shall be made with full recourse to You, including without limitation, where: aPier 1 under this Agreement; (ii) The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder a failure by Pier 1 to comply with any term or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms condition of this Agreement, the Laws or which failure shall not have been cured within fifteen (15) days after receipt of written notice thereof from Bank; or (c) For any chargeback reason as set forth in the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter providedProcedures.

Chargebacks. 13.1 You agree shall be responsible for all Chargeback amounts relating to accept Card transactions settled by Servicers where: (i) merchandise is returned and a proper credit for chargebackCardholder is not received by Servicers for processing; (ii) the Sales Draft is, and will be liable or is alleged to have been, executed, accepted, endorsed, completed or assigned improperly without authority or not in accordance with the Bank in the amount Authorization requirements or provisions of this Exhibit G; (iii) regardless of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, Authorization obtained (including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled telephone and prior tomail order transactions), or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for completed a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or transaction when the Cardholder did not make sign the Sales Draft; (iv) the signature on the draft was unauthorized as compared to the signature appearing on the Card, the signature panel on the Card was blank, or authorize a limited purpose business purchasing card was accepted without appropriate authorization of the Transaction.nature of the goods or services purchased (in addition to Authorization of the transaction amount); f(v) A setoff the Sales Draft is incorrectly completed, incomplete or counterclaim illegible; (vi) the Cardholder disputes the sale, quality or delivery (or availability for pre-arranged pick-up) of merchandise or the performance or quality of service covered by the Sales Draft or agreement accepted by such Cardholder; (vii) the circumstances in which the Sales Draft was created or submitted by, or credit was received by, You constituted or otherwise involved a breach of any kind shall exist term, condition, representation, warranty or duty of You hereunder; (viii) multiple Sales Drafts were executed to avoid the need to obtain authorization necessary to complete the transaction; (ix) the extension of credit for merchandise sold or rented or services performed was in favor violation of law or the rules or regulations of any governmental agency, whether federal, state, local or otherwise; (x) a legible copy of the Sales Draft or Credit Voucher cannot be produced by You within ten days of Servicers’ request (except to the extent Servicers are responsible pursuant to Paragraph 26.1); (xi) the Cardholder against You that may be asserted in asserts any claim or defense which the Cardholder has as a consumer of an action goods or services; (xii) the Cardholder disputes the validity of a telephone or mail order Card transaction; (xiii) the Card transaction is otherwise subject to enforce payment against such Chargeback by the Card issuing bank or Cardholder in a Transaction.accordance with the Association Rules or applicable law; or g(xiv) The sales receipt represents a the Card transaction that was made at or by a merchant other than You as named is subject to Chargeback in accordance with the procedures set forth in the Merchant ApplicationOperating Procedures. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter provided.

Chargebacks. You agree 14.1 CUSTOMER shall be responsible for all Chargeback amounts relating to accept Card transactions settled by SERVICERS where: (i) merchandise is returned and a proper credit for chargebackCardholder is not received by SERVICERS for processing; (ii) the Sales Draft is, and will be liable or is alleged to have been, executed, accepted, endorsed, completed or assigned improperly without authority or not in accordance with the Bank in the amount Authorization requirements or provisions of this Agreement; (iii) regardless of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, Authorization obtained (including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled telephone and prior tomail order transactions), or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for CUSTOMER completed a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or transaction when the Cardholder did not make sign the Sales Draft; (iv) the signature on the draft was unauthorized as compared to the signature appearing on the Card, the signature panel on the Card was blank, or authorize a limited purpose business purchasing card was accepted without appropriate authorization of the Transactionnature of the goods or services purchased (in addition to Authorization of the transaction amount); (v) the Sales Draft is incorrectly completed, incomplete or illegible; (vi) the Cardholder disputes the sale, quality or delivery (or availability for pre-arranged pick-up) of merchandise or the performance or quality of service covered by the Sales Draft or agreement accepted by such Cardholder; (vii) the circumstances in which the Sales Draft was created or submitted by, or credit was received by, CUSTOMER constituted or otherwise involved a breach of any term, condition, representation, warranty or duty of CUSTOMER hereunder; (viii) multiple Sales Drafts were executed to avoid the need to obtain authorization necessary to complete the transaction: (ix) the extension of credit for merchandise sold or rented or services performed was in violation of law or the rules or regulations of any governmental agency, whether federal, state, local or otherwise; (x) a legible copy of the Sales Draft or Credit Voucher cannot be produced by CUSTOMER within ten days of SERVICERS’ request (except to the extent SERVICERS are responsible pursuant to Paragraph 16.1); (xi) the Cardholder asserts any claim or defense which the Cardholder has as a consumer of goods or services; (xii) the Cardholder disputes the validity of a telephone or mail order Card transaction; (xiii) the Card transaction is otherwise subject to Chargeback by the Card issuing bank or Cardholder in accordance with the Association Rules or applicable law; or (xiv) the Card transaction is subject to Chargeback in accordance with the procedures set forth in the Operating Guide. f) A setoff 14.2 CUSTOMER shall reimburse SERVICERS for any Chargebacks, return items, or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action other losses resulting from CUSTOMER’s failure to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for produce a Card present transactiontransaction record requested by SERVICERS within the applicable time limits. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter provided.

Chargebacks. You agree Bank will chargeback to accept for chargebackMerchant and Merchant will pay Bank, and will be liable to the Bank in the amount of any Transaction disputed by the Cardholder each Charge which Merchant or Card Issuer a Merchant Affiliate submits to Bank for processing that is subject to Chargeback to Bank for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You Rules, or to debit the extent Bank receives claims regarding the Charges from Cardholders under other provisions of any applicable laws, rules, or regulations. A Chargeback may occur for any one or more of several reasons under the Operating Account orRules or through operation of consumer protection and other applicable laws, if applicablesuch as the Truth in Lending Act and the Fair Credit Billing Act. Chargeback reasons include, without limitation: i. The Charge Record or any material information it contains as provided by Merchant (such as the reserve Card account number, expiration date of the Card, merchant description, purchase amount, Charge date and Authorization date) is illegible, incomplete, incorrect, unsigned, or is not transmitted to Bank within the required time limits; ii. Merchant knew, or by following proper practices, should have known that the Card was not to be charged; iii. The Charge was completed with a counterfeit or altered Card, before the valid date, or after the expiration date of the Card; iv. Merchant did not obtain Authorization, or did not provide a correct and legible Authorization Code on the Charge Record; v. The Charge Record is a duplicate of another Charge Record, represents one of two or more Charges arising from a single purchase, or the Charge has been submitted to another merchant card processor; vi. The Cardholder disputes participating in or approving the Charge, signing the Charge Record, or the sale, delivery, quality, or performance of the purchase; the Cardholder alleges that return of goods or a Credit Voucher was improperly refused; or the Cardholder alleges that a Credit Voucher issued by Merchant was not processed for the Cardholder Account; vii. The amount on the Charge Record submitted to Bank differs from the amount on the copy required to be delivered to the Cardholder; viii. The Charge was fraudulent or the related purchase was not a bona fide purchase in Merchant’s ordinary course of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject business, was subject to any contrary provisions in this Agreementclaim of illegality, the acceptance by the Bank of cancellation, avoidance, or offset for any sales receipt for deposit to Your Operating Account shall be made with full recourse to Youreason, including including, without limitation, where:negligence, fraud, or dishonesty on the part of Merchant or Merchant’s agents or employees or was submitted in violation of Paragraph 6; a) ix. The Approved Cardholder has asserted what the Cardholder believes is a good faith claim or defense against the Charge. x. The Charge is in violation of any applicable law, rule, or regulation; xi. The Charge is in violation of any applicable Operating Rule or term of this Agreement; xii. A Charge is charged back by a Card giving rise Issuer; xiii. The Card Transaction is one that Bank, for any reason, is or would be required to pay, repurchase, or Chargeback by virtue of Operating Rules or otherwise, and was processed under this Agreement or any agreement with any Merchant Affiliate; xiv. The Charge was based on a pre‐authorization form, the Card on which the Authorization was based was canceled, and Merchant was so notified prior to the Transaction has been cancelled and Charge; xv. The Card used for the Charge was canceled prior to, to or at the time ofof the Charge, the Transaction You and Merchant received notice of such the cancellation through the electronic terminal terminal, in writing, or otherwise.; b) xvi. The Approved Card had expired prior to the date of the Transaction Charge or the date of Transaction the Charge was prior to the validation date, if any, indicated on the Approved Card.Charge; c) xvii. The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned Charge information required by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws Agreement or the Operating RegulationsRules was not submitted to the Bank, or the procedures required by this Agreement or the Operating Rules to be followed in connection with processing a Charge were not followed; or xviii. Any representation or warranty made by Merchant in connection with the Charge is false or inaccurate in any respect. The above list of potential Chargeback reasons is illustrative only and is not intended to be exhaustive. In the event of any such caseChargeback or anticipated Chargeback, the Bank shall not be obligated to accept a sales receipt Charge for deposit credit to Your Operating the Settlement Account. If the Bank has credited Your Operating the Settlement Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveCharge, the Bank may chargeback returnthe Charge to the Merchant, and Merchant shall pay Bank the amount of the Chargeback and any associated fees or charges. Merchant acknowledges and agrees that it is solely responsible for all Chargebacks. Merchant may not enter into interchange any Charge for a Card Transactionthat was previously charged back to the Merchant Bank and returned to Merchant, irrespective of Cardholder approval. If Bank determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Charges exceeding one percent (1%), Bank may, but is not obligated to, notify Merchant of new procedures it should adopt and additional Processing Fees imposed for processing Chargebacks, and/or may immediately terminate this Agreement, at Merchant Bank’s or Processor’s sole and absolute discretion, without advance notice. Merchant must immediately pay any fines, assessments, or fees imposed by a Card Network or Bank relating to Chargebacks to Merchant. The Card Networks have established guidelines, merchant monitoring programs, and reports to track merchant activity such Transaction as, but not limited to, excessive credits and Chargebacks, and increased deposit activity. In the event Merchant exceeds the guidelines or submits suspicious transactions as identified by a Card Network or any related program or reports, Merchant may be subject to: (a) operating procedure requirement modifications; (b) incremental Chargebacks and/or fees; (c) settlement delay or withholding; (d) termination of this Agreement; and/or (e) audit and imposition of fines. Merchant hereby releases Bank from any and all damages, liability, costs, or expenses that Merchant may incur as a result of Bank's compliance with Card Network directives. Each Chargeback to Merchant, along with all fees, fines, assessments, or other amounts imposed by Bank or a Card Network relating to the Chargebacks, is immediately due and payable by Merchant. Without limiting any of Bank’s other remedies or Bank’s security interest described in Paragraph 16 below, Merchant Bank may, without prior notificationnotice to Merchant: (i) deduct and/or debit the amount of a Chargeback or anticipated Chargeback from the Settlement Account, which Reserve Account, or any Merchant account at Merchant Bank, (ii) set off or deduct from the amount You of a Chargeback or anticipated Chargeback against any other property of Merchant held by Bank, (iii) deduct and/or debit the amount of a Chargeback or anticipated Chargeback from any Settlement Account or Reserve Account of a Merchant Affiliate, (iv) recoup, deduct, or withhold the amount of a Chargeback or anticipated Chargeback by Adjustment of thecredits due to Merchant; or (v) demand immediate payment from Merchantforthe amount of the Chargeback or anticipated Chargeback. Bank will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts, funds, or property of the Merchant or Merchant Affiliate, Merchant irrevocably authorizes Merchant Bank to attachand initiate withdrawals of funds from Merchant’s accounts at other financial institutions, by ACH entry, sight draft, preauthorized checks, reverse wires, or otherwise to cover the Chargebacks, and Merchant hereby irrevocably authorizes the other financial institutions to withdraw the funds from Merchant’s accounts and pay Bank the amount of the Chargebacks. Merchant Bank will release to Merchant any of Merchant’s deposits, funds or property(including, but not limited to, the Reserve Account) after Bank determines in its sole and absolute discretion that the manner hereinafter provideddeposits, funds, or property are not likely to be needed to cover any Chargebacks or anticipated Chargebacks.

Chargebacks. You agree to Merchant will accept for chargeback, Chargeback any sale involving the following: The Cardholder disputes the validity of the sale according to prevailing Card Association rules; A Card Issuer or Bank determines that Merchant has in any way failed to comply with Card Association rules or Bank’s procedures in accepting a Card and will be liable presenting the resulting Sales Draft to Bank for purchase; No specific prior Authorization for the Bank Transaction was obtained from the authorization center; The Authorization approval number does not appear in the amount of any electronic transmittal that is maintained by Bank; The Transaction disputed was submitted to Bank 30 days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by the Cardholder or relevant Cardholder; The Transaction was based on a preauthorization form and the Card Issuer for any reason under on which the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) Authorization was based has been canceled; The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) was canceled; The Approved Card had expired prior to the date of the Transaction or the Transaction; The date of the Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel date of the Approved Card; Bank or Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and the Cardholder; The Cardholder makes a written complaint to Bank or Credit Issuer that the Cardholder did not make or authorize the Transaction. f) ; A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a Transaction. g) ; The sales receipt represents a transaction that Transaction was made at or by a merchant other than You as ▇▇▇▇▇▇▇▇ named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) this Agreement; The Transaction otherwise violates the terms of this AgreementAgreement or any other Card Association or Card Issuer bylaw, rule, regulation, policy or guideline; A Transaction is charged back by an Issuer; or Any representation or warranty made by Merchant in connection with the Laws Transaction is false or inaccurate in any respect. If any of the Operating Regulations. In any such caseabove events occurs, the Bank shall not be obligated to accept a sales receipt Transaction for deposit credit to Your the Operating Account. If the Bank has credited Your the Operating Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveTransaction, the Bank may chargeback return the Transaction to Merchant, and Merchant shall pay Bank the amount of such the Transaction in addition to the current published fees for each Chargeback as listed on the Application. ▇▇▇▇▇▇▇▇ agrees that Bank, without prior notificationnotice to Merchant, which may (i) charge the amount You will of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If a Merchant disagrees with Bank’s decision to charge back a Transaction, ▇▇▇▇▇▇▇▇ must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement, if Bank takes legal action against a Merchant for any Chargebacks or any amounts due Bank, Merchant shall pay the costs and attorneys’ fees incurred by Bank, whether suit is commenced or not. Bank may charge Merchant a monthly fee as determined by Bank for its administrative and other costs in the manner hereinafter providedevent Merchant has fifteen (15) or more Chargebacks over a period of one month during a minimum of one year, starting from the day following the month in which ▇▇▇▇▇▇▇▇ has exceeded the limit.

Chargebacks. You agree Sub-Merchant understands and agrees that American Payments Solutions LLC is not in any way financially responsible for Chargebacks. American Payments Solutions LLC shall be authorized to accept chargeback to Sub-Merchant any Payment Card Processing Transactions as specified throughout this Agreement and for chargebackreasons including, and will be liable to the Bank in the amount of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicablebut not limited to, the reserve account following: i. No specific prior authorization for the amount of all chargebacksPayment Card Processing Transaction was obtained; ii. You will fully cooperate with The Payment Card Processing Transaction was made at or by a Merchant or Sub-Merchant other than the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions Sub-Merchant named in this Agreement; iii. The Payment Card Processing Transaction otherwise violates the terms of this Agreement or any other Association or Issuerbylaw, rule, regulation, policy or guideline; iv. Any representation or warranty made by Sub-Merchant in connection with the acceptance by Payment Card Processing Transaction is false or inaccurate in any respect; v. The Payment Card Processing Transaction was based on a pre-authorization form and the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Card on which the Authorization was based has been cancelled; a) vi. The Approved Card giving rise to the Payment Card Processing Transaction has been was cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise.Payment Card Processing Transaction; b) vii. The Approved Card had expired prior to the date of the Payment Card Processing Transaction or the date of Payment Card Processing Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) viii. The sales receipt does information required for Documenting Payment Card Processing Transactions Card-Not-Present Transactions was not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card submitted to American Payments Solutions LLC; ix. American Payments Solutions LLC or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You and the Sub-Merchantand Cardholder; x. The Cardholder makes a written complaint to American Payments Solutions LLC or Issuer that the Cardholder did not make or authorize the PaymentCard Processing Transaction.; f) xi. A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Sub-Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a Payment Card Processing Transaction.; or g) The sales receipt represents a transaction that was made at or xii. A Payment Card Processing Transaction is charged back by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating RegulationsIssuer. In any such case, the Bank including those defined above, American Payments Solutions LLC shall not be obligated to accept a sales receipt Payment Card Processing Transaction for deposit credit to Your the Operating Account. If the Bank American Payments Solutions LLC has credited Your the Operating Account or Reserve Account for a such Payment Card Processing Transaction, American Payments Solutions LLC may return the Payment Card Processing Transaction involving any of to the circumstances indicated aboveSub- Merchant, the Bank may chargeback and American Payments Solutions LLC shall recover the amount of such the Transaction from the aforementioned account. Sub- Merchant agrees that American Payments Solutions LLC Systems without prior notificationnotice to Sub-Merchant, which may: i. Charge the amount You will pay in of the manner hereinafter providedPayment Card Processing Transaction to the Operating Account or Reserve Account; ii. Recoup the amount of the Payment Card Processing Transaction by adjustment of the credits due to Sub-Merchant; or iii. Set off the amount of the Payment Card Processing Transaction against any account or property American Payments Solutions LLC holds for or on behalf ofSub-Merchant.

Chargebacks. You agree All Chargebacks are due upon presentation to accept for chargebackMerchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, ▇▇▇▇▇▇▇▇ agrees to pay a late charge of one and will be liable one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to the Bank in deduct the amount of any Transaction disputed Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. ▇▇▇▇▇▇▇▇ acknowledges and agrees that it is bound by the Cardholder Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. ▇▇▇▇▇▇▇▇ understands and agrees that Card Issuer transactions are subject to Chargeback for any reason a variety of reasons under the Operating Regulations. You authorize the Bank to offset from funds due You Rules, or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in Merchant has breached this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, wherefor the following reasons: (a) The Approved Card giving rise Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwiserequired time-frames. (b) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt Sales Draft does not contain the signature that appears in the AUTHORIZED SIGNATURE panel Imprint of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required informationa valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The electronic transmittal Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholdersingle sale. (e) The sales receipt represents Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a Transaction required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which the Bank has received a complaint ▇▇▇▇▇▇▇▇ presents for payment. (g) The Card transaction results from an Internet, mail, phone or on behalf of a Cardholder stating there is an unresolved dispute between You preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Cardholder did not make Card transaction has been made on an expired or authorize the Transactionnon-existing account number. f(h) A setoff or counterclaim Servicers reasonably believe in their discretion that ▇▇▇▇▇▇▇▇ has violated any provision of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transactionthis Agreement. g(i) The sales receipt represents a Servicers reasonably determine that the Card transaction that was made at is not bona fide or by a merchant other than You as named in is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant Applicationor Merchant’s agents or employees. h(j) You fail Merchant fails to take an impression of an Approved Card that was provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not electronically read by the terminal for initiate a Card present transaction. i) There is transaction in an attempt to circumvent collect a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or paymentChargeback. j) The Transaction otherwise violates the terms of this Agreement, the Laws or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter provided.

Chargebacks. You agree The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to accept Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) under any of the following circumstances: (a) No specific prior Authorization for chargebackthe Transaction was obtained from the Authorization Center, and will be liable the approval number does not appear in the electronic transmittal that is maintained by Bank, or the Transaction was submitted to the Bank in or ISO thirty (30) days or more after the amount of any date on which the goods and/or services to which the Transaction disputed relates were purchased or leased by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicablerelevant Cardholder; (b) The Transaction was based on a pre-authorization form, the reserve account for Card on which the amount of all chargebacks. You will fully cooperate with Authorization was based was canceled and Merchant was so notified prior to the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Transaction; a(c) The Approved Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, and Merchant received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b(d) The Approved Card had expired prior to the date of the Transaction or the date of the Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents Transaction information required by this Agreement was not submitted to Bank, or the procedures required by this Agreement to be followed in connection with processing a Transaction on which the were not followed; (f) Bank has received or Issuer receives a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and the Cardholder; (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction.; f(h) A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a the Transaction.; g(i) The sales receipt represents a transaction that Transaction was made at or by a merchant other than You as named in the Merchant Application.Merchant; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. (j) The Transaction otherwise violates the terms of this Agreement, Agreement or any Applicable Law; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Laws Transaction is false or the Operating Regulationsinaccurate in any respect. In any such case, the Bank shall not be obligated to accept a sales receipt Transaction for deposit credit to Your the Operating Account. If the Bank has credited Your the Operating Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveTransaction, the Bank may chargeback return the Transaction to the Merchant, and Merchant shall pay Bank the amount of such Transaction the Transaction. Merchant agrees that it is solely responsible for all Chargebacks, and that Bank, without prior notificationnotice to Merchant, which may: (i) charge the amount You will of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with Bank’s decision to charge back a Transaction, Merchant must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement, if Bank or ISO, if ISO has indemnified Bank, takes legal action against Merchant for any Chargebacks or any amounts due Bank or ISO hereunder, Merchant shall pay in the manner hereinafter providedcosts and attorneys’ fees incurred by Bank and/or ISO, whether suit is commenced or not.

Chargebacks. You agree 8.1. Simultaneously with each Cardholder Transaction, a Chargeback claim accrues against Entity in favor of ARC if ARC is required, or has the right, to accept pay to any Payment Brand any fees, discounts, Cardholder credits and adjustments, charges, fines, assessments, penalties or other items which may be charged back to Entity by ARC. Entity agrees that it is fully liable to ARC for chargebackall Chargebacks, and will be liable that ARC is authorized to offset from incoming Transactions and to debit via ACH the Bank Account, the Reserve Account, or any other account held at any other financial institution in the amount of any Chargeback. Entity agrees to accept for Chargeback any sale for which the Cardholder disputes the validity of the sale; or if ARC determines that Entity has in any way failed to comply with this Agreement or ARC’s procedures, including but not limited to the following: (i) The ARC Pay Transaction disputed is illegible, not signed by the Cardholder or has not been presented within the required time-frames; (ii) The ARC Pay Transaction does not involve the Imprint of a valid, un-expired Card; (iii) A valid Authorization number has not been correctly and legibly recorded on the ARC Pay Transaction; (iv) The ARC Pay Transaction is a duplicate of a prior Transaction or is the result of two or more Transactions generated on one Card Issuer for any reason under a single sale; (v) The Cardholder alleges that he or she did not participate in the Operating Regulations. You sale, authorize the Bank to offset use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased; (vi) The price of goods or services on the ARC Pay Transaction differs from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt which Entity presents for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:payment; a(vii) The Approved Card giving rise to Transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Transaction or the Transaction has been cancelled and prior tomade on an expired or non-existing account number; (viii) ARC believes, or at the time ofwithin its sole discretion, that Entity has violated any provision of this Agreement; (ix) ARC determines that the Transaction You received notice record is Fraudulent or that the Transaction is not bona fide or is subject to any claim of such cancellation through illegality, cancellation, rescission, avoidance or offset for any reason whatsoever, including without limitation negligence, Fraud or dishonesty on the electronic terminal part of Entity or otherwiseEntity’s Representatives; (x) Entity fails to provide an ARC Pay Transaction or legible copy thereof to ARC in accordance with this Agreement. b8.2. Entity acknowledges that ARC shall have full recourse to charge back the amount of a credit card sale for which the Cardholder disputes that he/she did not authorize the charge if (i) The Approved Card had expired prior to the date imprint of the Transaction card or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c(ii) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned Cardholder was not obtained by the Cardholder or the electronic transmittal does Entity; and (iii) Entity shall not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents initiate a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You and the Cardholder or the Cardholder did not make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent collect a card issuer’s Authorization Limit by splitting Chargeback. Entity shall be liable for all fees arising out of the transaction or otherwise deposit or paymentChargeback dispute process, including, but not limited to, pre-arbitration fees. j) The Transaction otherwise violates the terms 8.3. Entity must provide to ARC or its designee any and all documentation required, at ARC’s sole discretion, as part of this Agreementany Chargeback dispute process, the Laws or the Operating Regulations. In any such caseincluding, the Bank shall but not be obligated limited to, responses to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter providedpre-arbitration notifications.

Chargebacks. You agree to accept for chargeback, and will be liable to the The acceptance by Bank in the amount of any Transaction disputed by processed in accordance with the Cardholder or Card Issuer terms of this Agreement shall be without recourse to Merchant, except for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or(i) Card-Not-Present Transactions, if applicable, the reserve account (ii) as otherwise indicated in this Agreement and (iii) as follows: (a) No specific prior authorization for the amount of all chargebacks. You will fully cooperate with Transaction was obtained from the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Authorization Center, a(b) The Approved Transaction was forced based on a pre-authorization form and the Card on which the authorization was based has been canceled and Merchant was so notified prior to the Transaction; (c) The Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, Merchant received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b(d) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the information required in Paragraphs 18 and 19(b) above was not submitted to Bank; (f) Bank or Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and Cardholder, provided that Merchant retains the right to challenge (represent) such chargebacks per the Association regulations. Notwithstanding, until EPX or Bank have notice in writing with documentation from the Associations that said chargeback has been reversed, EPX and Bank reserve the right to take any actions consistent with the existence of a chargeback. (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction.; f(h) A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a Transaction.; g(i) The sales receipt represents a transaction that Transaction was made at or by a merchant Merchant other than You as Merchant named in the Merchant Application.this Agreement; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. (j) The Transaction otherwise violates the terms of this AgreementAgreement or any other Association or Issuer bylaw, rule, regulation, policy or guideline; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Laws Transaction is false or the Operating Regulationsinaccurate in any respect. In any such case, the Bank shall not be obligated to accept a sales receipt Transaction for deposit credit to Your the Operating Account. If the Bank has credited Your the Operating Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveTransaction, the Bank may chargeback return the Transaction to the Merchant, and Merchant shall pay Bank the amount of such Transaction the Transaction. Merchant agrees that Bank, without prior notificationnotice to Merchant, which may (i) charge the amount You will of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with a Chargeback Transaction, Merchant must so notify Bank and EPX in writing within five (5) days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder's satisfaction, or proof that a credit has been issued and proof from the association that the Chargeback has been reversed. If Bank or EPX takes legal action against Merchant for any Chargebacks or any amounts due Bank and/or EPX hereunder and the Merchant stipulates or is found liable to Bank and/or EPX Merchant shall pay in the manner hereinafter providedall costs and attorneys fees incurred by Bank and/or EPX.

Chargebacks. You agree (a) If a Transaction is an Invalid Transaction as denoted in this clause 2.5, or otherwise constitutes a valid Chargeback in accordance with this Agreement and relevant Card Scheme Rules, First Data may in its discretion (as the context dictates and without a request or demand from a Cardholder): i. refuse to accept for chargeback, and will be liable to the Bank in the amount of any Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating RegulationsTransaction; or ii. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicable, the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where: a) The Approved Card giving rise to the Transaction has been cancelled and prior toprocessed, or at the any time of, the Transaction You received notice within two (2) years of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date of the Transaction, charge that Transaction back to the Merchant by debiting the Settlement Account or Fee Account or otherwise exercising any right under this Agreement. (b) First Data may also refuse to accept or Chargeback any Transaction where: i. the Cardholder claims the Transaction is invalid or disputes liability for any reason; ii. you process a cancelled reoccurring Transaction; iii. the Cardholder asserts a claim for set off or counterclaim. (c) A Transaction is an “Invalid Transaction” and may be subject to Chargeback if: i. the Card was not valid at the time of the Transaction (for example, the Card has expired, is not yet valid, or has been cancelled or revoked); ii. there is no signature on the Sales Receipt where required or the date of signature on the Sales Receipt is different to that on the Card; iii. the Cardholder did not participate in or authorise a Transaction; iv. you used replaced Supplied Equipment after being directed to discontinue such use; v. the Sales Receipt has been altered without the Cardholder's authority; vi. the Sales Receipt is incomplete or was not presented to us within the relevant timeframe; vii. the Transaction is subject to dispute, set-off or counterclaim; viii. it was processed to your own Card; ix. Authorisation for the Transaction was prior to declined for any reason; x. it represents the validation date, if any, indicated on refinance of an existing debt or the Approved Card.collection for dishonoured cheque; c) The sales receipt does xi. It represents a transfer of funds not contain the signature that appears in the AUTHORIZED SIGNATURE panel supply of the Approved Card goods or services or is unsigned a Cash Related Transaction; xii. it is not entered into by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder stating there is an unresolved dispute between You you and the Cardholder or the Cardholder did not make or authorize is submitted by any third party; xiii. you use a manual sales voucher in circumstances where your electronic terminal is operational. Any manual sales vouchers must be forwarded to First Data within 3 days of the Transaction.; f) A setoff xiv. it is not processed in accordance with the Operating Procedures or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the Merchant Application. h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. j) The Transaction otherwise violates the terms term of this Agreement; xv. you issue a credit which does not have a previous offsetting sale; or xvi. relates to or are in connection with, the Laws sale of goods or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any services that are in contravention of the circumstances indicated abovelaws of Australia or are otherwise prohibited by First Data. (d) If First Data receives a payment from a Cardholder relating to an Invalid Transaction that has been subject to a Chargeback, First Data will credit the Bank may chargeback Settlement Account with an amount equal to that payment, less any amount First Data is entitled to withhold or set off under the amount Agreement. (e) Notwithstanding anything to the contrary, you acknowledge that a Cardholder is entitled to initiate a Chargeback of such any Transaction without prior notification, which amount You will pay where permitted in the manner hereinafter providedaccordance with relevant Card Scheme Rules.

Chargebacks. You agree The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to accept Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) under any of the following circumstances: (a) No specific prior Authorization for chargebackthe Transaction was obtained from the Authorization Center, and will be liable the approval number does not appear in the electronic transmittal that is maintained by Bank, or the Transaction was submitted to the Bank in or ISO thirty (30) days or more after the amount of any date on which the goods and/or services to which the Transaction disputed relates were purchased or leased by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicablerelevant Cardholder; (b) The Transaction was based on a pre-authorization form, the reserve account for Card on which the amount of all chargebacks. You will fully cooperate with Authorization was based was canceled and Merchant was so notified prior to the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Transaction; a(c) The Approved Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, and Merchant received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b(d) The Approved Card had expired prior to the date of the Transaction or the date of the Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents Transaction information required by this Agreement was not submitted to Bank, or the procedures required by this Agreement to be followed in connection with processing a Transaction on which the were not followed; (f) Bank has received or Issuer receives a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and the Cardholder; (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction.; f(h) A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a the Transaction.; g(i) The sales receipt represents a transaction that Transaction was made at or by a merchant other than You as named in the Merchant Application.Merchant; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. (j) The Transaction otherwise violates the terms of this Agreement, Agreement or any Applicable Law; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Laws Transaction is false or the Operating Regulationsinaccurate in any respect. In any such case, the Bank shall not be obligated to accept a sales receipt Transaction for deposit credit to Your the Operating Account. If the Bank has credited Your the Operating Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveTransaction, the Bank may chargeback return the Transaction to the Merchant, and Merchant shall pay Bank the amount of such Transaction the Transaction. Merchant agrees that it is solely responsible for all Chargebacks, and that Bank, without prior notificationnotice to Merchant, which may: (i) charge the amount You will of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; and/or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with Bank’s decision to charge back a Transaction, Merchant must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement, if Bank or ISO, if ISO has indemnified Bank, takes legal action against Merchant for any Chargebacks or any amounts due Bank or ISO hereunder, Merchant shall pay the costs and attorneys’ fees incurred by Bank and/or ISO, whether suit is commenced or not. In addition to any other remedy available to Bank, upon the occurrence of a Monthly Chargeback Violation, Merchant must pay to Bank a fee that is calculated as follows (where X in the manner hereinafter provided.table below is the Transaction Chargeback Ratio for the relevant calendar month and Y is the number of Chargebacks processed during the relevant calendar month): Y 1.0% ≤X≤ 1.5% 1.5% <X≤ 2% 2% <X≤ 2.25% 2.25% <X≤ 2.5% 2.5% <X≤ 3% 3- <X≤ 3.5% 3.5% <X≤ 5% 5% <X≤ 7.5% 7.5%<X 5 - 25 $0 $10 $10 $15 $15 $20 $25 $40 $50 26 - 50 $10 $10 $15 $15 $20 $20 $25 $40 $50 51 - 75 $15 $20 $20 $20 $25 $25 $30 $50 $50 76 - 100 $15 $20 $20 $25 $25 $30 $35 $50 $50 101 - 125 $20 $20 $25 $25 $30 $35 $35 $60 $60 126 - 150 $20 $25 $25 $30 $35 $35 $40 $75 $75 151 - 175 $25 $30 $30 $35 $35 $40 $40 $75 $100 175 + $25 $30 $35 $35 $40 $40 $50 $10 0 $100

Chargebacks. You agree The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to accept Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) under any of the following circumstances: (a) No specific prior Authorization for chargebackthe Transaction was obtained from the Authorization Center, and will be liable the approval number does not appear in the electronic transmittal that is maintained by Bank, or the Transaction was submitted to the Bank in or ISO thirty (30) days or more after the amount of any date on which the goods and/or services to which the Transaction disputed relates were purchased or leased by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicablerelevant Cardholder; (b) The Transaction was based on a pre-authorization form, the reserve account for Card on which the amount of all chargebacks. You will fully cooperate with Authorization was based was canceled and Merchant was so notified prior to the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Transaction; a(c) The Approved Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, and ▇▇▇▇▇▇▇▇ received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b(d) The Approved Card had expired prior to the date of the Transaction or the date of the Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents Transaction information required by this Agreement was not submitted to Bank, or the procedures required by this Agreement to be followed in connection with processing a Transaction on which the were not followed; (f) Bank has received or Issuer receives a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and the Cardholder; (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction.; f(h) A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a the Transaction.; g(i) The sales receipt represents a transaction that Transaction was made at or by a merchant other than You as named in the Merchant Application.▇▇▇▇▇▇▇▇; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. (j) The Transaction otherwise violates the terms of this Agreement, the Laws Agreement or the Operating Regulations. In any such case, the Bank shall not be obligated to accept a sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Applicable Law; (k) ) A Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in the manner hereinafter provided.is charged back by an Issuer; or

Chargebacks. You agree The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to accept Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) under any of the following circumstances: (a) No specific prior Authorization for chargebackthe Transaction was obtained from the Authorization Center, and will be liable the approval number does not appear in the electronic transmittal that is maintained by Bank, or the Transaction was submitted to the Bank in or ISO thirty (30) days or more after the amount of any date on which the goods and/or services to which the Transaction disputed relates were purchased or leased by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from funds due You or to debit the Operating Account or, if applicablerelevant Cardholder; (b) The Transaction was based on a pre-authorization form, the reserve account for Card on which the amount of all chargebacks. You will fully cooperate with Authorization was based was canceled and Merchant was so notified prior to the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any contrary provisions in this Agreement, the acceptance by the Bank of any sales receipt for deposit to Your Operating Account shall be made with full recourse to You, including without limitation, where:Transaction; a(c) The Approved Card giving rise to the Transaction has been cancelled was canceled and prior to, or at the time of, the Transaction You Transaction, and Merchant received notice of such the cancellation through the electronic terminal terminal, in writing or otherwise.; b(d) The Approved Card had expired prior to the date of the Transaction or the date of the Transaction was prior to the validation date, if any, indicated on the Approved Card.; c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is unsigned by the Cardholder or the electronic transmittal does not contain the required information. d) The electronic transmittal for a PIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. e) The sales receipt represents Transaction information required by this Agreement was not submitted to Bank, or the procedures required by this Agreement to be followed in connection with processing a Transaction on which the were not followed; (f) Bank has received or Issuer receives a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between You Merchant and the Cardholder; (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction.; f(h) A setoff or counterclaim of any kind shall exist exists in favor of any Cardholder against You Merchant that may be asserted in defense of an action to enforce payment against such the Cardholder in a the Transaction.; g(i) The sales receipt represents a transaction that Transaction was made at or by a merchant merchant, or other person or entity, other than You as named in the Merchant Application.Merchant; h) You fail to take an impression of an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or otherwise deposit or payment. (j) The Transaction otherwise violates the terms of this Agreement, Agreement or any Applicable Law; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Laws Transaction is false or the Operating Regulationsinaccurate in any respect. In any such case, the Bank shall not be obligated to accept a sales receipt Transaction for deposit credit to Your the Operating Account. If the Bank has credited Your the Operating Account or Reserve Account for such a Transaction involving any of the circumstances indicated aboveTransaction, the Bank may chargeback return the Transaction to the Merchant, and Merchant shall pay Bank the amount of such Transaction the Transaction. Merchant agrees that it is solely responsible for all Chargebacks, and that Bank, without prior notificationnotice to Merchant, which may: (i) charge the amount You will of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; and/or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with Bank’s decision to charge back a Transaction, Merchant must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement, if Bank or ISO, if ISO has indemnified Bank, takes legal action against Merchant for any Chargebacks or any amounts due Bank or ISO hereunder, Merchant shall pay the costs and attorneys’ fees incurred by Bank and/or ISO, whether suit is commenced or not. In addition to any other remedy available to Bank, upon the occurrence of a Monthly Chargeback Violation, Merchant must pay to Bank a fee that is calculated as follows (where X in the manner hereinafter provided.table below is the Transaction Chargeback Ratio for the relevant calendar month and Y is the number of Chargebacks processed during the relevant calendar month): Y 1.0% ≤X≤ 1.5% 1.5 %< X≤ 2% 2% <X≤ 2.25 % 2.25 %<X ≤ 2.5% 2.5 %< X≤ 3% 3- <X ≤ 3.5 % 3.5 %< X≤ 5% 5% <X ≤ 7.5 % 7.5%< X 5 - 25 $0 $10 $10 $15 $15 $20 $25 $40 $50 26 - 50 $10 $10 $15 $15 $20 $20 $25 $40 $50 51 - 75 $15 $20 $20 $20 $25 $25 $30 $50 $50 76 - 100 $15 $20 $20 $25 $25 $30 $35 $50 $50 101 - 125 $20 $20 $25 $25 $30 $35 $35 $60 $60 126 - 150 $20 $25 $25 $30 $35 $35 $40 $75 $75 151 - 175 $25 $30 $30 $35 $35 $40 $40 $75 $100 175 + $25 $30 $35 $35 $40 $40 $50 $10 0 $100