Common use of Events of Default Termination Clause in Contracts

Events of Default Termination. a) In addition to its other rights set forth in the Agreement, Payment Facilitator, Acquirer, or Bank may terminate the Agreement immediately without notice if any of the following events shall occur (each an “Event of Default”): i. irregular Card sales by Sub-Merchant, excessive Chargebacks, noncompliance with any applicable data security standards, as determined by Payment Facilitator, any Card Organization, Acquirer, or Bank, or an actual or suspected data security breach, or any other circumstances which, in the discretion of Payment Facilitator, Acquirer, or Bank, may increase the risk exposure of such parties or otherwise present a direct or indirect financial or security risk to such parties; or ii. a violation by Sub-Merchant of any Applicable Law or Card Organization Rule or Payment Facilitator’s, Acquirer’s, or Bank’s reasonable belief that termination of this Addendum or suspension of Services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury. b) Notwithstanding any other provisions of this Addendum or the Agreement, Acquirer or Bank may terminate this Addendum at any time for good cause or fraudulent or other activity, or upon request of any Card Organization. Further, this Addendum will automatically and immediately terminate upon the termination of Payment Facilitator’s agreement with Acquirer and Bank, and will automatically and immediately terminate with respect to a particular Card Organization if Payment Facilitator is de-registered by such Card Organization, Bank ceases to be a member of such Card Organization, or if Acquirer fails to have a valid license to use such Card Organization’s Marks. c) Neither the expiration nor termination of this Addendum or the Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Addendum which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Addendum and the Agreement. d) The Card Organizations often maintain lists of merchants who have had their merchant agreements or Card Acceptance rights terminated for cause. If this Addendum or the Agreement is terminated for cause, Sub-Merchant acknowledges that Payment Facilitator may be required to report Sub-Merchant’s business name and the names and other information regarding its principals to the Card Organizations or to Acquirer or Bank for inclusion on such list(s). Sub- Merchant expressly agrees and consents to such reporting if it is terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by Visa, MasterCard, American Express or Discover Network. Furthermore, Sub-Merchant agrees to waive and hold Payment Facilitator, Acquirer, and Bank harmless from and against any and all claims which Sub-Merchant may have as a result of such reporting.