Common use of Chargebacks Clause in Contracts

Chargebacks. 3.1 Provider will charge back to Merchant and Merchant will pay Provider, the amount of each Transaction which Merchant or a Merchant Affiliate submits to Provider for processing that is subject to Chargeback to Provider for any reason under the Operating Rules, or to the extent Provider receives claims regarding the Transactions from Cardholders under other provisions of law. A Chargeback may occur for any one or more of several reasons under the Operating Rules or through operation of consumer protection laws, such as the Truth in Lending Act and the Fair Credit Billing Act. Merchant may not enter into interchange any Transaction that was previously charged back to Merchant Bank and returned to Merchant, irrespective of Cardholder approval. 3.2 If Provider determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Transactions exceeding one percent (1%), Provider, may, at Processor’s or Merchant Bank’s discretion and without advance notice, (i) impose new, mandatory procedures and/or additional Processing Fees for processing Chargebacks for Merchant, and/or (ii) terminate this Agreement. The Card Networks have established guidelines, merchant monitoring programs and reports to track merchant activity such 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 or other assessments. Merchant hereby releases Provider from any and all damages, liability, expenses that Merchant may incur as a result of Provider's compliance with Card Network directives. ▇▇▇▇▇▇▇▇ must immediately pay any fines, assessments or fees imposed by a Card Network or Provider relating to Chargebacks to Merchant. 3.3 Each Chargeback to Merchant is immediately due and payable by ▇▇▇▇▇▇▇▇. Without limiting Provider's other remedies or Provider's security interest described in Section 17 below, Merchant Bank may deduct, debit and withhold the amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Account, or any Merchant account at Merchant Bank, or other property of Merchant held by Provider, or any Settlement Account or Reserve Account of a Merchant Affiliate. Provider will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts 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 Provider the amount of the Chargebacks. Merchant Bank will release to Merchant any of Merchant's deposits, funds or property after Provider determines in its sole and absolute discretion that the deposits, funds or property are not likely to be needed to cover any Chargebacks.

Chargebacks. 3.1 Provider will charge back to Merchant and Merchant will pay Provider, the amount of each Transaction which Merchant or a Merchant Affiliate submits to Provider for processing that is subject to Chargeback to Provider for any reason under the Operating Rules, or to the extent Provider receives claims regarding the Transactions from Cardholders under other provisions of law. A Chargeback may occur for any one or more of several reasons under the Operating Rules or through operation of consumer protection laws, such as the Truth in Lending Act and the Fair Credit Billing Act. Merchant may not enter into interchange any Transaction that was previously charged back to Merchant Bank and returned to Merchant, irrespective of Cardholder approval. 3.2 If Provider determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Transactions exceeding one percent (1%), Provider, may, at Processor’s or Merchant Bank’s discretion and without advance notice, (i) impose new, mandatory procedures and/or additional Processing Fees for processing Chargebacks for Merchant, and/or (ii) terminate this Agreement. The Card Networks have established guidelines, merchant monitoring programs and reports to track merchant activity such 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 or other assessments. Merchant hereby releases Provider from any and all damages, liability, expenses that Merchant may incur as a result of Provider's compliance with Card Network directives. ▇▇▇▇▇▇▇▇ Merchant must immediately pay any fines, assessments or fees imposed by a Card Network or Provider relating to Chargebacks to Merchant. 3.3 Each Chargeback to Merchant is immediately due and payable by ▇▇▇▇▇▇▇▇Merchant. Without limiting Provider's other remedies or Provider's security interest described in Section 17 below, Merchant Bank may deduct, debit and withhold the amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Account, or any Merchant account at Merchant Bank, or other property of Merchant held by Provider, or any Settlement Account or Reserve Account of a Merchant Affiliate. Provider will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts 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 Provider the amount of the Chargebacks. Merchant Bank will release to Merchant any of Merchant's deposits, funds or property after Provider determines in its sole and absolute discretion that the deposits, funds or property are not likely to be needed to cover any Chargebacks.

Chargebacks. 3.1 Provider will charge back to Contemporaneously with each Cardholder Purchase, a contingent and un-matured claim for Chargeback accrues against Merchant and Merchant will pay Provider, the amount in favor of each Transaction which Merchant or a Merchant Affiliate submits to Provider for processing that is subject to Chargeback to Provider for any reason under the Operating Rules, or Service Providers to the extent Provider receives claims regarding Service Providers are required, or exercise their right, to pay to the Transactions from Cardholders under Card Networks with respect to any fees, discounts, customer credits and adjustments, charges, fines, assessments, penalties or other provisions of law. A Chargeback items, which may occur for any one or more of several reasons under the Operating Rules or through operation of consumer protection laws, such as the Truth in Lending Act and the Fair Credit Billing Act. Merchant may not enter into interchange any Transaction that was previously turn be charged back to Merchant Bank and returned to Merchant, irrespective of Cardholder approval. 3.2 If Provider determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Transactions exceeding one percent (1%), Provider, may, at Processor’s or Merchant Bank’s discretion and without advance notice, (i) impose new, mandatory procedures and/or additional Processing Fees for processing Chargebacks for Merchant, and/or (ii) terminate this Agreement. The Card Networks have established guidelines, merchant monitoring programs and reports to track merchant activity such 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 or other assessments. Merchant hereby releases Provider from any and all damages, liability, expenses that Merchant may incur as a result of Provider's compliance with Card Network directivesService Providers. ▇▇▇▇▇▇▇▇ must immediately pay agrees that it is fully liable to Service Providers for all Chargebacks, and that Service Providers are authorized to offset from incoming transactions and to debit via transfer or ACH the Bank Account, the Reserve Account, or any fines, assessments or fees imposed other account held by Merchant at Bank in the amount of any Chargeback. If Merchant is identified in a Card Network chargeback program or Provider relating is receiving excessive Chargebacks (as determined by reference to applicable Rules or Service Providers policy), then (i) Merchant shall be responsible to Service Providers for any fines and related third-party fees, along with any overhead required for Service Providers to complete its responsibilities relative to the identification; (ii) at Service Providers‘ sole discretion, Services can be immediately suspended until Merchant obtains Service Providers’ approval of and implements a Chargeback remediation plan; and, (iii) if in any calendar month within the six months immediately following resumption of Services (after implementing approved remediation plan) and Merchant receives excessive Chargebacks to Merchant. 3.3 Each Chargeback to Merchant is then Service Providers can immediately due and payable by terminate this Agreement. ▇▇▇▇▇▇▇▇▇ agrees to accept any Chargeback where the Cardholder disputes the validity of the Transaction according to the Rules. Without limiting Provider's other remedies or Provider's security interest described Merchant is liable for any Transaction that Service Providers reasonably determines that Merchant has in Section 17 belowfailed to comply with the Rules, Merchant Bank may deductService Providers’ procedures, debit and withhold the amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Accountthis Agreement, or that Service Providers determine that the Transaction record is fraudulent or that the Transaction is not bona fide or is subject to any Merchant account at Merchant Bankclaim of illegality, cancellation, rescission, avoidance or other property offset for any reason whatsoever, including without limitation negligence, fraud or dishonesty on the part of Merchant held by Provider, or any Settlement Account Merchant’s agents or Reserve Account of a Merchant Affiliate. Provider will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts 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 Provider the amount of the Chargebacks. Merchant Bank will release to Merchant any of Merchant's deposits, funds or property after Provider determines in its sole and absolute discretion that the deposits, funds or property are not likely to be needed to cover any Chargebacksemployees.

Chargebacks. 3.1 Provider will charge back to Contemporaneously with each Cardholder Purchase, a contingent and un-matured claim for Chargeback accrues against Merchant and Merchant will pay Provider, the amount in favor of each Transaction which Merchant or a Merchant Affiliate submits to Provider for processing that is subject to Chargeback to Provider for any reason under the Operating Rules, or Service Providers to the extent Provider receives claims regarding Service Providers are required, or exercise their right, to pay to the Transactions from Cardholders under Card Networks with respect to any fees, discounts, customer credits and adjustments, charges, fines, assessments, penalties or other provisions of law. A Chargeback items, which may occur for any one or more of several reasons under the Operating Rules or through operation of consumer protection laws, such as the Truth in Lending Act and the Fair Credit Billing Act. Merchant may not enter into interchange any Transaction that was previously turn be charged back to Merchant Bank and returned by Service Providers. Merchant agrees that it is fully liable to Merchant, irrespective of Cardholder approval. 3.2 If Provider determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Transactions exceeding one percent (1%), Provider, may, at Processor’s or Merchant Bank’s discretion and without advance notice, (i) impose new, mandatory procedures and/or additional Processing Fees Service Providers for processing Chargebacks for Merchant, and/or (ii) terminate this Agreement. The Card Networks have established guidelines, merchant monitoring programs and reports to track merchant activity such as, but not limited to excessive credits and all Chargebacks, and increased deposit activity. In that Service Providers are authorized to offset from incoming transactions and to debit via transfer or ACH 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 or other assessments. Merchant hereby releases Provider from any and all damages, liability, expenses that Merchant may incur as a result of Provider's compliance with Card Network directives. ▇▇▇▇▇▇▇▇ must immediately pay any fines, assessments or fees imposed by a Card Network or Provider relating to Chargebacks to Merchant. 3.3 Each Chargeback to Merchant is immediately due and payable by ▇▇▇▇▇▇▇▇. Without limiting Provider's other remedies or Provider's security interest described in Section 17 below, Merchant Bank may deduct, debit and withhold the amount of a Chargeback or anticipated Chargeback from the Settlement Service Providers Account, the Reserve Account, or any Merchant other account at Merchant Bank, or other property of Merchant held by Provider, or any Settlement Account or Reserve Account of a Merchant Affiliate. Provider will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts of the Merchant or Merchant Affiliate, Merchant irrevocably authorizes Merchant at 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 Provider in the amount of any Chargeback. If Merchant is identified in a Card Network chargeback program or is receiving excessive Chargebacks (as determined by reference to applicable Rules or Service Providers policy), then (i) Merchant shall be responsible to Service Providers for any fines and related third-party fees, along with any overhead required for Service Providers to complete its responsibilities relative to the Chargebacksidentification; (ii) at Service Providers‘sole discretion, Services can be immediately suspended until Merchant obtains Service Providers’ approval of and implements a Chargeback remediation plan; and, (iii) if in any calendar month within the six months immediately following resumption of Services (after implementing approved remediation plan) and Merchant receives excessive Chargebacks then Service Providers can immediately terminate this Agreement. Merchant Bank will release agrees to accept any Chargeback where the Cardholder disputes the validity of the Transaction according to the Rules. Merchant is liable for any of Merchant's depositsTransaction that Service Providers reasonably determines that Merchant has in failed to comply with the Rules, funds Service Providers’ procedures, this Agreement, or property after Provider determines in its sole and absolute discretion that Service Providers determine that the depositsTransaction record is fraudulent or that the Transaction is not bona fide or is subject to any claim of illegality, funds cancellation, rescission, avoidance or property are not likely to be needed to cover offset for any Chargebacksreason whatsoever, including without limitation negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees.

Chargebacks. 3.1 Provider will charge back to Merchant and Merchant will pay Provider, the amount of each Transaction which Merchant or a Merchant Affiliate submits to Provider for processing that is subject to Chargeback to Provider for any reason under the Operating Rules, or to the extent Provider receives claims regarding the Transactions from Cardholders under other provisions of law. A Chargeback may occur for any one or more of several reasons under the Operating Rules or through operation of consumer protection laws, such as the Truth in Lending Act and the Fair Credit Billing Act. Merchant may not enter into interchange any Transaction that was previously charged back to Merchant Bank and returned to Merchant, irrespective of Cardholder approval. 3.2 If Provider determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Transactions exceeding one percent (1%), Provider, may, at Processor’s or Merchant Bank’s discretion and without advance notice, (i) impose new, mandatory procedures and/or additional Processing Fees for processing Chargebacks for Merchant, and/or (ii) terminate this Agreement. The Card Networks have established guidelines, merchant monitoring programs and reports to track merchant activity such 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 or other assessmentsfines. Merchant hereby releases Provider from any and all damages, liability, expenses that Merchant may incur as a result of Provider's compliance with Card Network directives. ▇▇▇▇▇▇▇▇ Merchant must immediately pay any fines, assessments fines or fees imposed by a Card Network or Provider relating to Chargebacks to Merchant. 3.3 Each Chargeback to Merchant is immediately due and payable by ▇▇▇▇▇▇▇▇Merchant. Without limiting Provider's other remedies or Provider's security interest described in Section 17 below, Merchant Bank may deduct, debit and withhold the amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Account, or any Merchant account at Merchant Bank, or other property of Merchant held by Provider, or any Settlement Account or Reserve Account of a Merchant Affiliate. Provider will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts 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 Provider the amount of the Chargebacks. Merchant Bank will release to Merchant any of Merchant's deposits, funds or property after Provider determines in its sole and absolute discretion that the deposits, funds or property are not likely to be needed to cover any Chargebacks.

Chargebacks. 3.1 Provider will charge back to Contemporaneously with each Cardholder Purchase, a contingent and un-matured claim for Chargeback accrues against Merchant and Merchant will pay Provider, the amount in favor of each Transaction which Merchant or a Merchant Affiliate submits to Provider for processing that is subject to Chargeback to Provider for any reason under the Operating Rules, or Service Providers to the extent Provider receives claims regarding Service Providers are required, or exercise their right, to pay to the Transactions from Cardholders under Card Networks with respect to any fees, discounts, customer credits and adjustments, charges, fines, assessments, penalties or other provisions of law. A Chargeback items, which may occur for any one or more of several reasons under the Operating Rules or through operation of consumer protection laws, such as the Truth in Lending Act and the Fair Credit Billing Act. Merchant may not enter into interchange any Transaction that was previously turn be charged back to Merchant Bank and returned to Merchant, irrespective of Cardholder approval. 3.2 If Provider determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Transactions exceeding one percent (1%), Provider, may, at Processor’s or Merchant Bank’s discretion and without advance notice, (i) impose new, mandatory procedures and/or additional Processing Fees for processing Chargebacks for Merchant, and/or (ii) terminate this Agreement. The Card Networks have established guidelines, merchant monitoring programs and reports to track merchant activity such 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 or other assessments. Merchant hereby releases Provider from any and all damages, liability, expenses that Merchant may incur as a result of Provider's compliance with Card Network directivesService Providers. ▇▇▇▇▇▇▇▇ must immediately pay agrees that it is fully liable to Service Providers for all Chargebacks, and that Service Providers are authorized to offset from incoming transactions and to debit via transfer or ACH the Service Providers Account, the Reserve Account, or any fines, assessments or fees imposed other account held by Merchant at Bank in the amount of any Chargeback. If Merchant is identified in a Card Network chargeback program or Provider relating is receiving excessive Chargebacks (as determined by reference to applicable Rules or Service Providers policy), then (i) Merchant shall be responsible to Service Providers for any fines and related third-party fees, along with any overhead required for Service Providers to complete its responsibilities relative to the identification; (ii) at Service Providers‘sole discretion, Services can be immediately suspended until Merchant obtains Service Providers’ approval of and implements a Chargeback remediation plan; and, (iii) if in any calendar month within the six months immediately following resumption of Services (after implementing approved remediation plan) and Merchant receives excessive Chargebacks to Merchant. 3.3 Each Chargeback to Merchant is then Service Providers can immediately due and payable by terminate this Agreement. ▇▇▇▇▇▇▇▇▇ agrees to accept any Chargeback where the Cardholder disputes the validity of the Transaction according to the Rules. Without limiting Provider's other remedies or Provider's security interest described Merchant is liable for any Transaction that Service Providers reasonably determines that Merchant has in Section 17 belowfailed to comply with the Rules, Merchant Bank may deductService Providers’ procedures, debit and withhold the amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Accountthis Agreement, or that Service Providers determine that the Transaction record is fraudulent or that the Transaction is not bona fide or is subject to any Merchant account at Merchant Bankclaim of illegality, cancellation, rescission, avoidance or other property offset for any reason whatsoever, including without limitation negligence, fraud or dishonesty on the part of Merchant held by Provider, or any Settlement Account Merchant’s agents or Reserve Account of a Merchant Affiliate. Provider will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts 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 Provider the amount of the Chargebacks. Merchant Bank will release to Merchant any of Merchant's deposits, funds or property after Provider determines in its sole and absolute discretion that the deposits, funds or property are not likely to be needed to cover any Chargebacksemployees.

Chargebacks. 3.1 Provider will charge back to 4.1 Merchant has full liability and responsibility for all Chargebacks. Some of the most common reasons for a Chargeback are (i) the Charge Record was prepared incorrectly or fraudulently (ii) Merchant will pay Provider, the amount of each Transaction which Merchant or a Merchant Affiliate submits to Provider for processing that is subject to Chargeback to Provider for any reason under the Operating Rulesdid not obtain proper authorization, or did not provide a correct and legible authorization code on the Charge Record, (iii) the Cardholder disputes participating in or approving the Transaction, (iv) the Cardholder alleges that return of goods was improperly refused or that a refund was not processed for the Cardholder, (v) the Cardholder has asserted what the Cardholder believes is a good faith claim or defense against the Transaction, or (vi) the Card was not actually presented at the time of the Transaction and the Cardholder denies making the purchase. 4.2 If Merchant has a reason to dispute or respond to a Chargeback, then Merchant must do so by the date provided on the applicable Chargeback Notice. Processor will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if Merchant has not timely responded to the extent Provider receives claims regarding the Transactions from Cardholders under other provisions of law. A Chargeback may occur for any one or more of several reasons under the Operating Rules or through operation of consumer protection laws, such as the Truth in Lending Act and the Fair Credit Billing Act. Merchant may not enter into interchange any Transaction that was previously charged back to Merchant Bank and returned to Merchant, irrespective of Cardholder approvalnotice. 3.2 4.3 If Provider Processor or Bank determines that Merchant has or is reasonably likely receiving excessive Chargebacks (as determined by reference to have a monthly ratio of Chargebacks applicable Operating Rules and/or Bank policy, which may be modified from time to Transactions exceeding one percent (1%time), Provider, Processor or Bank may, at Processor’s or Merchant Bank’s discretion and without advance noticebut are not obligated to, (i) impose newnotify Merchant of new procedures it should adopt, mandatory procedures and/or (ii) increase or add additional Processing Fees imposed for processing Chargebacks for MerchantChargebacks, (iii) establish or increase the amount held in any Reserve Account, and/or (iiiv) terminate this Merchant Agreement. The Card Networks have established guidelines, merchant monitoring programs and reports to track merchant activity such asat Processor's or Bank's' discretion, 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 or other assessmentswithout advance notice. Merchant hereby releases Provider from any and all damages, liability, expenses that Merchant may incur as a result of Provider's compliance with Card Network directives. ▇▇▇▇▇▇▇▇ must immediately pay any fines, assessments fines or fees imposed by a Card Network or Provider Processor or Bank relating to Chargebacks to Merchant. 3.3 4.4 Each Chargeback to Merchant is immediately due and payable by ▇▇▇▇▇▇▇▇Merchant. Without limiting ProviderProcessor's or Bank's other remedies or ProviderProcessor's or Bank's security interest described in Section 17 belowthis Merchant Agreement, Merchant Processor or Bank may deduct, debit and withhold the amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Account, or any Merchant account at Bank. 4.5 In order to comply with Retrieval Requests, Merchant Bankshall store and retain Charge Record in compliance with the Operating Rules, including any time frames set forth therein. Within 7 days (or other property such shorter time as the Operating Rules may require) of Processor sending Merchant held a Retrieval Request, Merchant must provide to Processor (i) written resolution of Merchant's investigation of such Retrieval Request, and (ii) legible copies of any supporting documentation requested or required by Provider, or any Settlement Account or Reserve Account of the Retrieval Request. Merchant acknowledges that failure to fulfill a Merchant Affiliate. Provider will send Chargeback reports to Merchant as debits occur. Retrieval Request timely and in accordance with the Operating Rules may result in an irreversible Chargeback. 4.6 To the extent funds are that Processor or Bank has provisionally paid or may pay a Chargeback or return, Merchant will be obligated to reimburse Processor and Bank for any sums Processor or Bank pay. If Merchant does not available from the previously described accounts reimburse Processor or Bank, Processor and Bank will have all of the Merchant rights and remedies of Cardholders under law and may assert any claim on behalf of a Cardholder individually or Merchant Affiliate, Merchant irrevocably authorizes Merchant Bank to attach and initiate withdrawals on behalf 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 Provider the amount of the Chargebacks. Merchant Bank will release to Merchant any of Merchant's deposits, funds or property after Provider determines in its sole and absolute discretion that the deposits, funds or property are not likely to be needed to cover any Chargebacksall Cardholders as a class.

Chargebacks. 3.1 Provider will The Card issuing bank, not Servicers, maintains information about the Cardholder and is responsible for authorizing or declining each Transaction. After a Transaction is authorized by the Card-issuing bank, Servicers have the right to decline Transactions for its own protection, but has no obligation to do so and owes no duty to the Merchant to take such action. When Servicers forward the Card-issuing bank's authorization to the Merchant and/or settles the Transaction, Servicers are in no way assuring or guaranteeing payment to the Merchant nor are Servicers waiving any right hereunder. The risk in extending credit to the Cardholder is undertaken by Merchant and the Card-issuing bank, and Servicers are hereby authorized to charge back to Merchant and Merchant will pay Provider, the amount of each Transaction which Merchant or a Merchant Affiliate submits to Provider for processing that is subject to Chargeback to Provider for any reason under the Operating Rules, or to the extent Provider receives claims regarding the Transactions from Cardholders under other provisions of law. A Chargeback may occur for any one or more of several reasons under the Operating Rules or through operation of consumer protection laws, such as the Truth in Lending Act and the Fair Credit Billing Act. Merchant may not enter into interchange immediate payment any Transaction that was previously charged back to Merchant Bank Servicers by the Card-issuing bank, including those which breach the terms of this Agreement and/or the Rules. In addition to its other rights and returned remedies, Servicers are authorized to offset against Merchant, irrespective 's funds to recover chargebacks or other amounts owed to Servicers by Merchant. Transactions that have been charged back and not represented may not be reauthorized. Servicers are also authorized to establish a chargeback reserve account to protect themselves from risk of Cardholder approval. 3.2 If Provider determines loss upon Servicers' sole determination that Merchant has or such a reserve is reasonably likely to have a monthly ratio of Chargebacks to Transactions exceeding one percent (1%), Provider, may, at Processor’s or Merchant Bank’s discretion and without advance notice, (i) impose new, mandatory procedures and/or additional Processing Fees for processing Chargebacks for Merchant, and/or (ii) terminate this Agreement. The Card Networks have established guidelines, merchant monitoring programs and reports to track merchant activity such as, necessary including but not limited to excessive credits and Chargebacks, and increased deposit activity. In the event Merchant exceeds occurence of any of the guidelines or submits suspicious Transactions as identified by a Card Network or any related program or reports, Merchant may be subject tofollowing occurrences: (ai) operating procedure requirement modifications; excessive chargebacks (bii) incremental Chargebacks and/or fees; charges which violate applicable risk management and standards (ciii) settlement delay any misrepresentation in the Merchant Application (iv) concerns about Merchant's financial stability, or withholding; (dv) upon notice of termination of this Agreement; and/or (e) audit and imposition Agreement by Merchant or Servicers. The reserve account may be established by any means determined appropriate by Servicers, including the withholding of fines or other assessments. Merchant hereby releases Provider from any and all damages, liability, expenses that Merchant may incur as a result of Provider's compliance with Card Network directives. ▇▇▇▇▇▇▇▇ must immediately pay any fines, assessments or fees imposed by a Card Network or Provider relating to Chargebacks monies related to Merchant. 3.3 Each Chargeback 's transactions. Servicers may hold the reserve account for a period of up to Merchant 270 days following termination of this Agreement or such longer period which is immediately due and payable by ▇▇▇▇▇▇▇▇consistent with Servicers' contingent liability under the Rules or otherwise. Without limiting Provider's other remedies or Provider's security interest described in Section 17 below, Merchant Bank may deduct, debit and withhold If the amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Account, or any Merchant account at Merchant Bank, or other property of Merchant held by Provider, or any Settlement Account or Reserve Account of a Merchant Affiliate. Provider will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts of the Merchant or Merchant Affiliate, Merchant irrevocably authorizes Merchant Bank to attach and initiate withdrawals of funds from Merchant's accounts chargebacks becomes excessive, in the sole determination of Servicers, this Agreement may be terminated immediately without notice. Merchant understands that Servicers, in their sole discretion and upon notice to Merchant, may assess a fee for each chargeback. Furthermore, Servicers may assess Merchant for any fines imposed by the Networks plus a fee for processing such fine as may be required by Servicers at other financial institutionstheir sole discretion. Disputes relating to chargebacks shall be governed by the Rules, 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 including Merchant's accounts and pay Provider the amount of the Chargebacks. Merchant Bank will release obligation to Merchant any of Merchant's deposits, funds or property after Provider determines in its sole and absolute discretion that the deposits, funds or property are not likely to be needed to cover any Chargebacksprovide required documentation.