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<br />or Member, as applicable, and such third party. Merchant may not resell the services of any third party providing services under this
<br />Card Services Agreement to any other party.
<br />7. FINANCIAL INFORMATION.
<br />Merchant agrees to furnish Global Direct and Member such financial statements and information concerning Merchant, its owners,
<br />principals, partners, proprietors or its affiliates as Global Direct may from time to time request. Global Direct, or its duly authorized
<br />representatives, may examine the books and records of Merchant, incuding records of all indebtedness previously purchased or
<br />presented for purchase. Merchant agrees to retain copies of all paper and electronic sales slips and credit slips submitted to Global
<br />Direct for a period of two years from submission, or such longer period of time as may be required by the operating rules or regulations
<br />of the card associations or network organizations, by law, or by Global Direct as specifically requested in writing in individual cases.
<br />Merchant agrees that Global Direct and Member may seek injunctive relief with respect to Merchant's failure to furnish financial or other
<br />information upon request.
<br />8. CHANGE IN BUSINESS.
<br />Merchant agrees to provide Global Direct and Member sixty (60) days prior written notice of its intent to (a) transfer or sell any
<br />substantial part (ten percent (10%) or more) of its total stock, assets and/or to liquidate; or (b) change the basic nature of its business, or
<br />(c) convert all or part of the business to mail order sales, telephone order sales, Internet-based sales or to other sales where the card is
<br />not present and swiped through Merchant's terminal. Upon the occurrence of any such event, the terms of this Card Services
<br />Agreement may be modified to address issues arising therefrom, including but not limited to requirements of applicable card
<br />associations or network organizations.
<br />9. TRANSFERABILITY.
<br />This Card Services Agreement is not transferable by Merchant without the written consent of Global Direct and Member. Any attempt by
<br />Merchant to assign its rights or to delegate its obligations in violation of this paragraph shall be void. Merchant agrees that the rights and
<br />obligations of Global Direct hereunder may be transferred by Global Direct without notice to Merchant. Merchant agrees that the rights
<br />and obligations of Member hereunder may be transferred to any other member without notice to Merchant. Merchant acknowledges that
<br />the transferable rights of Global Direct and Member hereunder shall include, but shalt not be limited to, the authority and right to debit
<br />the Merchant's account(s) as described herein.
<br />10. WARRANTIES AND REPRESENTATIONS.
<br />Merchant warrants and represents to Global Direct and Member: (a) that each sales transaction delivered hereunder will represent a
<br />bona fide sale to a cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding
<br />obligation of the cardholder, free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or
<br />other evidence of indebtedness will accurately describe the goods and services which have been sold and delivered to the cardholder or
<br />in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations
<br />applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer
<br />dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder
<br />and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the sales slip prepared in full
<br />compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable card association
<br />or network organization, as amended from time to time; (g) that none of the sales transactions submitted hereunder represent sales by
<br />telephone, or mail, or Internet, or where the card is not physically present at the Merchant's location and swiped through Merchant's
<br />terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) that none of
<br />the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (i)
<br />that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage
<br />of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover and any other card association or
<br />network organization related to cardholder and transaction information security, including without limitation Payment Card Industry (PCI)
<br />Data Security Standards, Visa's Cardholder Information Security Program and MasterCard's Site Data Protection Program, and (j) that
<br />all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event
<br />that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or
<br />prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales
<br />transaction that is not the result of a sale of Merchant's goods or services offered to the general public or if Merchant submits any sales
<br />transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales
<br />transaction may be refused or charged back.
<br />Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third-party
<br />provider. If Merchant elects to use athird-party terminal provider, that provider becomes Merchant's agent for the delivery of card
<br />transactions to Global Direct via the applicable card-processing network. Merchant agrees to assume full responsibility and liability for
<br />any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization,
<br />including without limitation any violation, which results in a chargeback to the Merchant. Merchant also agrees that the obligation
<br />hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the
<br />transactions (less applicable fees) received by the card-processing network from the agent.
<br />NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANYONE ACTING ON MEMBER OR GLOBAL DIRECT'S BEHALF, NOR ANY
<br />SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
<br />ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL,
<br />ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.
<br />Rev. 04108 MPS
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