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MERCHANT SERVICES AGREEMENT
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<br />This Merchant Services Agreement is in connection with the Agreement (the “Agreement”) entered into by
<br />and Point and Pay, LLC (Vendor”) and its Clients (“Merchant”) In the event of any conflict between this Merchant
<br />Services Agreement and the Agreement, this Merchant Services Agreement shall take precedence. The purpose of this
<br />Merchant Services Agreement is to comply with MasterCard International and VISA, USA requirements that the
<br />Merchant be a signatory to a merchant agreement for credit card processing (“Merchant Services Agreement”) with
<br />Global Payments Direct, Inc. (“Global Direct”) and (“Member”).
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<br />Merchant agrees to comply with and be bound by the rules and regulations of Visa, MasterCard and any other
<br />card association or network organization related to cardholder and transaction information security, including without
<br />limitation, Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and
<br />MasterCard’s Site Data Protection Program, which may be modified from time to time. Merchant will not present for
<br />purchase any indebtedness that does not arise out of a transaction between a cardholder and Merchant.
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<br />Merchant may elect to accept credit cards or debit/prepaid cards or both. Global Direct and Member will
<br />fund Merchant, either directly or through (Third Party Name), for daily card transactions to the designated depository
<br />account in Merchant’s name listed below (“Depository Account”). Global Direct and Member will debit an account for
<br />funds owed to Global Direct and Member as a result of the processing services provided hereunder.
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<br />Merchant, either by itself or through a third party, shall adequately display the card issuer service marks
<br />supplied by Global Direct or. Merchant shall cease to use or display such service marks immediately upon notice from
<br />Global Direct or upon termination of this Merchant Services Agreement.
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<br /> Merchant will be paid for the transactions it submits under this Merchant Services Agreement by credit to the
<br />Depository Account. Merchant represents and warrants that no one other than Merchant has any claim against such
<br />indebtedness except as authorized in writing by Member and Global Direct. Merchant hereby assigns to Member and
<br />Global Direct all of its right, title, and interest in and to all funds payable by the applicable card association or network
<br />organization in connection with the transactions submitted hereunder and agrees that Member and Global Direct have
<br />the sole right to receive payment from the applicable card association or network organization in connection with such
<br />transactions.
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<br />If a cardholder disputes a transaction, if a transaction is charged back for any reason by the card issuing
<br />institution, or if Global Direct or Member has reason to believe a transaction is unauthorized or is otherwise
<br />unacceptable, the amount of such transaction may be charged back and debited from the Merchant.
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<br />Neither Member nor Global Direct shall be liable for failure to provide the Services if such failure is due to
<br />any cause or condition beyond such party’s reasonable control. Such causes or conditions shall include, but shall not be
<br />limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity,
<br />fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually
<br />severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable
<br />delays, the errors or failures of third party systems, or other similar causes beyond such party’s control.
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<br />The liability of Global Direct and Member for any loss arising out of or relating in any way to this Merchant
<br />Services Agreement, the unavailability or malfunction of the Services, personal injury, or property damage, shall, in the
<br />aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one (1) month’s average
<br />charge paid by Merchant or Merchant’s agent hereunder (exclusive of interchange fees, assessments, and any other fees
<br />or costs that are imposed by a third party in connection with Merchant’s payment processing) for Services during the
<br />previous twelve (12) months or such lesser number of months as shall have elapsed subsequent to the effective date of
<br />this Merchant Services Agreement. This shall be the extent of Global Direct’s and Member’s liability arising out of or
<br />relating in any way to this Merchant Services Agreement, including alleged acts of negligence, breach of contract, or
<br />otherwise and regardless of the form in which any legal or equitable action may be brought against Global Direct or
<br />Member, whether contract, tort, or otherwise, and the foregoing shall constitute Merchant’s exclusive remedy. Under
<br />no circumstances shall Global Direct or Member be liable for any lost profits, lost interest, or for special, consequential,
<br />punitive or exemplary damages arising out of or relating in any way to this Merchant Services Agreement, including
<br />but not limited to, damages arising out of placement of a Merchant’s name on any terminated merchant list for any
<br />reason, even if Global Direct or Member has been advised of the possibility of such damages. Under no circumstances
<br />shall Global Direct or Member be liable for any settlement amounts pertaining to Switched Transactions; Merchant’s
<br />recourse therefore shall be to the applicable card issuer.
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