Card Association Fees Sample Clauses

Card Association Fees. Company is responsible for Card Association fees for establishment and maintenance of the BINs and ICAs used in this Merchant Program. As to Bank, Company is solely liable for Card Association fees for the registration of Company and others approved by Bank on behalf of Company (as described in Section 3.1) as ISOs/MSPs under the Merchant Program and for the registration of the Agent Banks (as described in Section 3.2). Company shall pay all Card Association and NACHA fees, interchange, assessments, penalties and fines applicable or related to the Merchant Program; provided that (i) Company shall not be liable for Card Association or NACHA fees and expenses arising out of claims which directly result from the Material breach by Bank of its obligations hereunder involving no Material failure by Company to perform its obligations hereunder and no Material failure by any of the third parties referred to in Section 2.1, Article III or Exhibit 2.2(H) to perform their obligations under the applicable agreements or the Rules, the ACH Rules or Applicable Law, and (ii) Bank shall retain any benefits, including without limitation any benefits in the form of discounts or waivers of charges or fees otherwise due in connection with the Program, which accrue by reason of Bank’s being part of the Visa Partnership program, it being understood that Company’s obligations hereunder shall be determined without reference to such discounts, waivers or other benefits, all of which shall be for the sole benefit of Bank.