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<br />17. CHOICE OF LAW/ATTORNEY'S FEESNENUE/JURY TRIAL WAIVER.
<br />Should it be necessary for Global or Member or anyone acting on Global Direct or Member's behalf to defend or enforce any of its rights
<br />under this Card Services Agreement in any collection or legal action, Merchant agrees to reimburse Global, Member and/or anyone
<br />acting on Global Direct or Member's behalf, as applicable, for all costs and expenses, incuding reasonable attorney's fees, as a result of
<br />such collection or legal action. Without limiting the generality of the foregoing, Merchant agrees to reimburse Global and/or Member, as
<br />applicable, for all costs and expenses, including reasonable attorney's fees, incurred by Global and/or Member in enforcing or defending
<br />its rights under this Section 17, without regard to whether there has been an adjudication on the merits in any such action. Merchant
<br />waives trial by jury with respect to any litigation arising out of or relating to this Card Services Agreement. Global, Member, and
<br />Merchant agree that any and all disputes or controversies of any nature whatsoever (whether in contract, tort or otherwise) arising out,
<br />relating to, or in connection with (a) this Card Services Agreement, (b) the relationships which result from this Card Services Agreement,
<br />or (c) the validity, scope, interpretation or enforceability of the choice of law and venue provisions of this Card Services Agreement, shall
<br />be governed by the laws of the State of Georgia, notwithstanding any conflicts of laws rules, and shall be resolved, on an individual
<br />basis without resort to any form of class action and not consolidated with the claims of any other parties. Global, Member, and Merchant
<br />agree that all actions arising out, relating to, or in connection with (a) this Card Services Agreement, (b) the relationships which result
<br />from this Card Services Agreement, or (c) the validity, scope, interpretation or enforceability of the choice of law and venue provision of
<br />this Card Services Agreement shall be brought in either the courts of the State of Georgia sitting in Fulton County or the United States
<br />District Court for the Northern District of Georgia, and expressly agree to the exclusive jurisdiction of such courts.
<br />18. AMENDMENTS
<br />This Card Services Agreement may be amended only in writing signed by Global Direct, Member, and Merchant, except that (a) the
<br />Card Acceptance Guide and any and all fees, charges, and/or discounts (including without limitation non-qualified surcharge rates) may
<br />be changed immediately, or (b) Global Direct may mail Merchant either a notice describing amendments to this Card Services
<br />Agreement or an entirely new agreement, which amendments or new agreement will be binding upon Merchant if it deposits sales or
<br />credit slips after the effective date of such amendment or new agreement set forth in Global Direct's notice.
<br />19. WAIVER.
<br />No provision of this Card Services Agreement shall be deemed waived by any party unless such waiver is in writing and signed by the
<br />party against whom enforcement is sought. No failure to exercise, and no delay in exercising on the part of any party hereto, any right,
<br />power or privilege under this Card Services Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any
<br />right, power or privilege under this Card Services Agreement preGude any other or further exercise thereof or the exercise of any other
<br />right, power, or privilege.
<br />20. EXCHANGE OF INFORMATION.
<br />Merchant authorizes Global Direct to order a credit report on Merchant or any owner, officer, shareholder, partner, proprietor, managing
<br />agent or guarantor of Merchant. Merchant hereby authorizes Member or any depository institution to release any financial information
<br />concerning Merchant or its accounts to Global Direct. Subsequent credit reports may be ordered in connection with updating, renewing
<br />or continuing this Card Services Agreement. Upon the written request of any individual who is the subject of a consumer credit report,
<br />Global Direct will provide the name and address of the consumer credit reporting agency furnishing such report, if any. Global Direct
<br />may exchange information about Merchant, Merchant's owners, principals, partners, proprietors, officers, shareholders, managing
<br />agents and guarantors with Member, other financial institutions and credit card associations, network organizations and any other party.
<br />Merchant hereby authorizes Global Direct to disclose information concerning Merchant's activity to any card association, network
<br />organizations, or any of their member financial institutions, or any other party without any liability whatsoever to Merchant.
<br />21. GENERAL.
<br />If any provision of this Card Services Agreement or portion thereof is held to be unenforceable, such a determination will not affect the
<br />remainder of this Card Services Agreement. Paragraph headings are included for convenience only and are not to be used in
<br />interpreting this Card Services Agreement.
<br />22. NOTICES.
<br />All notices required by this Card Services Agreement shall be in writing and shall be sent by facsimile, by overnight carrier, or by regular
<br />or certified mail. All notices sent to Global Direct or Member shall be effective upon actual receipt by the Corporate Secretary of Global
<br />Payments Direct, Inc., 10 Glenlake Parkway North Tower, Atlanta, Georgia 30328. Any notices sent to Merchant shall be effective upon
<br />the earlier of actual receipt or upon sending such notice to the address provided by Merchant in the Merchant Application or to any other
<br />e-mail or physical address to which notices, statements and/or other communications are sent to the Merchant hereunder. The parties
<br />hereto may change the name and address of the person to whom notices or other documents required under this Card Services
<br />Agreement must be sent at any time by giving written notice to the other party.
<br />23. MERGER.
<br />This Card Services Agreement, including these Card Services Terms 8 Conditions and the Merchant Application, constitutes the entire
<br />agreement between Merchant, Global Direct, and Member and supersedes all prior memoranda or agreements relating thereto, whether
<br />oral or in writing.
<br />24. EFFECTIVE DATE.
<br />This Card Services Agreement shall become effective only upon acceptance by Global Direct and Member, or upon delivery of
<br />Rev. 04/08 MPS
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