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<br />!'~`- or attempting to re-present a chargeback with respect to such transaction. Merchant will indemnify and hold Global Direct and Member
<br />f and anyone acting on Global Direct or Member's behalf harmless from any fines and penalties issued by Visa, MasterCard, Discover or
<br />any card association or network organization and any other fees and costs arising out of or relating to the processing of transactions by
<br />Global Direct and Member at Merchant's location(s) and will reimburse Global Direct for any losses incurred by Global Direct with
<br />respect to any such fines, penalties, fees and costs. Global Direct may, from time to time, issue written directions (via mail or Internet)
<br />regarding procedures to follow and forms to use to carry out this Card Services Agreement. These directions and the terms of the forms
<br />are binding as soon as they are issued and shall form part of these Card Services Terms & Conditions. Such operating regulations and
<br />rules may be reviewed upon appointment at Global Dired's designated premises and Merchant acknowledges that it has had the
<br />opportunity to request a review and/or review such operating regulations and rules in connection with its execution of this Card Services
<br />Agreement.
<br />4. MARKETING.
<br />Merchant shall adequately display the card issuer service marks and promotional materials supplied by Global Direct. Merchant shall
<br />cease to use or display such service marks immediately upon notice from Global Direct or upon termination of this Card Services
<br />Agreement.
<br />5. PAYMENT, CHARGES AND FEES.
<br />Fees and charges payable by Merchant shall be as set forth in the Merchant Application. Merchant will be paid for indebtedness
<br />purchased under this Card Services Agreement by credit to Merchant's account(s). Merchant's account(s) will be credited for the gross
<br />amount of the indebtedness deposited less the amount of any credit vouchers deposited. Merchant shall not be entitled to credit for any
<br />indebtedness that arises out of a transaction not processed in accordance with the terms of this Card Services Agreement or the rules
<br />and regulations of a card association or network organization. Availability of any such funds shall be subject to the procedures of the
<br />applicable financial institution. Chargebacks and adjustments will be charged to Merchant's account(s) on a daily basis. Merchant
<br />agrees to pay and Merchant's account(s) will be charged for the discount, fees, Chargebacks, and other fees and charges described in
<br />this Card Services Agreement. Merchant also agrees to pay and Merchant's account(s) will be debited for all fees, assessments,
<br />network access fees, arbitration fees, fines, penalties, etc. charged or assessed by the card associations or network organizations on
<br />account of or related to Merchant's processing hereunder, including without limitation with regards to any third party who provides
<br />Merchant with services related to payment processing or facilitates Merchant's ability to accept credit and debit cards and who is not a
<br />party to this Card Services Agreement. If any type of overpayment to Merchant or other error occurs, Merchant's account(s) may be
<br />debited or credited, without notice, and if Merchant's account(s) do not contain sufficient funds, Merchant agrees to remit the amount
<br />owed directly to Global Direct. Merchant agrees not to, directly or indirectly, prevent, block or otherwise preclude any debit by Global
<br />Direct or Member to Merchant's account which is permitted hereunder. Merchant represents and warrants that no one other than
<br />Merchant has any claim against such indebtedness except as authorized in writing by Member and Global Direct. Merchant hereby
<br />assigns to Member and Global Direct all of its right, title, and interest in and to all indebtedness submitted hereunder and agrees that
<br />Member and Global Direct have the sole right to receive payment on any indebtedness purchased hereunder.
<br />6. EQUIPMENT AND SUPPLIES/THIRD PARTY SERVICES.
<br />Merchant agrees that it will not acquire any title, copyrights, or any other proprietary right to any advertising material; leased equipment
<br />including imprinters, authorization terminals, or printers; software; credit card authenticators; unused forms; and Merchant deposit
<br />plastic cards provided by Global Direct in connection with this Card Services Agreement. Merchant will protect all such items from loss,
<br />theft, damage or any legal encumbrance and will allow Global Direct and its designated representatives reasonable access to
<br />Merchant's premises for their repair, removal, modification, installation and relocation. Merchant acknowledges that any equipment or
<br />software provided under this Card Services Agreement is embedded with proprietary technology ("Software"). Merchant shall not obtain
<br />title, copyrights or any other proprietary right to any Software. At all time, Global Direct or its suppliers retain all rights to such Software,
<br />including but not limited to updates, enhancements and additions. Merchant shall not disclose such Software to any party, convey, copy,
<br />license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on
<br />such Software. Merchant's use of such Software shall be limited to that expressly authorized by Global Direct. Global Direct's suppliers
<br />are intended third party beneficiaries of this Card Services Agreement to the extent of any terms herein pertaining to such suppliers'
<br />ownership rights; such suppliers have the right to rely on and directly enforce such terms against Merchant.
<br />The operating instructions will instruct Merchant in the proper use of the terminals, and Merchant shall use and operate the terminals
<br />only in such manner. If Merchant has purchased the maintenance/help desk service hereunder for its terminals, Merchant will promptly
<br />notify Global Direct of any equipment malfunction, failure or other incident resulting in the loss of use of the equipment or need for repair
<br />or maintenance, whereupon Global Direct will make the necessary arrangements to obtain required maintenance. Merchant is
<br />responsible for shipping costs. Merchant shall cooperate with Global Direct in its attempt to diagnose any problem with the terminal. In
<br />the event the Merchant's terminal requires additional Software, Merchant is obligated to cooperate and participate in a dial in down line
<br />load procedure. With respect to any item of equipment leased to Merchant by Global Direct, Merchant will not be liable for normal wear
<br />and tear, provided, however, that Merchant will be liable to Global Direct in the event that any leased item of equipment is lost,
<br />destroyed, stolen or rendered inoperative. Merchant will indemnify Global Direct against any loss arising out of damage to or destruction
<br />of any item of equipment provided hereunder for any cause whatsoever. Merchant also agrees to hold harmless and indemnify Global
<br />Direct for any costs, expenses, and judgments Global Direct may suffer, including reasonable attorney's fees, as a result of Merchant's
<br />use of the equipment provided hereunder. Any unused equipment in its original packaging purchased from Global Direct hereunder may
<br />be returned to Global Direct at Merchant's expense within sixty (60) days of receipt. Merchant shall receive a refund of any money paid
<br />in connection therewith subject to a re-stocking fee of an amount equal to 20 percent of the total purchase price for the returned
<br />equipment. No refunds shall be issued for any equipment returned after sixty (60) days.
<br />Merchant acknowledges that some of the services to be provided by Global Direct and Member hereunder may be provided by third
<br />parties. Merchant agrees that except for its right to utilize such services in connection with this Card Services Agreement, it acquires no
<br />right, title or interest in any such services. Merchant further agrees that it has no contractual relationship with any third party providing
<br />services under this Card Services Agreement and that Merchant is not a third party beneficiary of any agreement between Global Direct
<br />Rev. 04/08 MPS
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