Common use of CHARGEBACK AND RETURNS RESERVE ACCOUNT Clause in Contracts

CHARGEBACK AND RETURNS RESERVE ACCOUNT. Notwithstanding any other language to the contrary contained in this Agreement, SPS-EFT reserves the right to establish, without notice to MERCHANT, and MERCHANT agrees to fund a non-interest bearing Chargeback and Return Reserve Account, or demand other security and/or to raise any discount fee or transaction fee hereunder, upon SPS-EFT’s reasonable determination of the occurrence of any of the following: (a) MERCHANT engages in any processing of charges which create an overcharge to the customer by duplication of charges; (b) Failure by MERCHANT to fully disclose the true nature or percentage of its actual or expected losses due to insufficient funds transactions, fraud, theft or deceit on the part of its customers, or due to administrative chargebacks/returns, or chargebacks or rejections by customers; (c) Failure by MERCHANT to fully disclose the true nature of its business to SPS-EFT to permit a fully informed decision as to the suitability of MERCHANT for processing through SPS-EFT; (d) Failure by MERCHANT to fully disclose the true ownership of MERCHANT’S business entity or evidence of fraud; (e) Processing by MERCHANT of unauthorized charges or any other action which violates applicable risk management standards of SPS-EFT or is likely to cause loss; (f) Any misrepresentation made by MERCHANT in completion of the MERCHANT Application or breach of any other covenant, warranty, or representation contained in this Agreement or applicable law including a change of type of business without prior written approval by SPS-EFT; (g) MERCHANT has chargebacks or returns of any kind which exceed 1% of the total number of transactions completed by MERCHANT in any thirty (30) calendar day period; (h) MERCHANT’S financial stability is in question or MERCHANT ceases doing business; or (i) Upon notice of or termination of this Agreement. After payment or adequate provision for payment is made by SPS-EFT, for all obligations on the part of MERCHANT to SPS-EFT under this Agreement, MERCHANT may request SPS-EFT to disburse to MERCHANT any funds remaining in the Chargeback and Return Reserve Account unless otherwise agreed to by SPS-EFT. Such funds will not be disbursed to MERCHANT until the end of one hundred eighty (180) days after termination of this Agreement or ninety (90) days from the date of the last chargeback or return activity, whichever is later, unless SPS-EFT in its sole discretion has reason to believe that customer chargeback rights may be longer than such period of time or that loss is otherwise likely, in which event SPS-EFT will notify MERCHANT of such fact and SPS-EFT will set the date when funds shall be released. No monies held in the Chargeback and Return Reserve Account shall bear interest. Provisions applicable to the designated account are also applicable to this account.

CHARGEBACK AND RETURNS RESERVE ACCOUNT. Notwithstanding any other language to the contrary contained in this Agreement, SPS-EFT reserves the right to establish, without notice to MERCHANTMerchant, and MERCHANT Merchant agrees to fund a non-interest bearing Chargeback and Return Reserve Account, or demand other security and/or to raise any discount fee or transaction fee hereunder, upon SPS-EFT’s reasonable determination of the occurrence of any of the following: (a) MERCHANT Merchant engages in any processing of charges which create an overcharge to the customer by duplication of charges; (b) Failure by MERCHANT Merchant to fully disclose the true nature or percentage of its actual or expected losses due to insufficient funds transactions, fraud, theft or deceit on the part of its customers, or due to administrative chargebacks/returns, or chargebacks or rejections by customerscustomer; (c) Failure by MERCHANT Merchant to fully disclose the true nature of its business to SPS-SPS- EFT to permit a fully informed decision as to the suitability of MERCHANT Merchant for processing through SPS-EFT; (d) Failure by MERCHANT Merchant to fully disclose the true ownership of MERCHANT’S Merchant’s business entity or evidence of fraud; (e) Processing by MERCHANT Merchant of unauthorized charges or any other action which violates applicable risk management standards of SPS-EFT or is likely to cause loss; (f) Any misrepresentation made by MERCHANT Merchant in completion of the MERCHANT Application or breach of any other covenant, warranty, or representation contained in this Agreement or applicable law including a change of type of business without prior written approval by SPS-EFT; (g) MERCHANT Merchant has chargebacks or returns of any kind which exceed 1% of the total number of transactions completed by MERCHANT Merchant in any thirty (30) calendar day periodperiod ; (h) MERCHANT’S Excessive number of requests from customers or issuing banks for retrieval of documentation; (i) Merchant’s financial stability is in question or MERCHANT Merchant ceases doing business; or (ij) Upon notice of or termination of this Agreement. After payment or adequate provision for payment is made by SPS-EFT, for all obligations on the part of MERCHANT Merchant to SPS-EFT under this Agreement, MERCHANT Merchant may request SPS-EFT to disburse to MERCHANT Merchant any funds remaining in the Chargeback and Return Reserve Account unless otherwise agreed to by SPS-EFT. Such funds will not be disbursed to MERCHANT Merchant until the end of one hundred eighty (180) days after termination of this Agreement or ninety (90) days from the date of the last chargeback or return activity, whichever is later, unless SPS-EFT in its sole discretion has reason to believe that customer chargeback rights may be longer than such period of time or that loss is otherwise likely, in which event SPS-EFT will notify MERCHANT Merchant of such fact and SPS-EFT will set the date when funds shall be released. No monies held in the Chargeback and Return Reserve Account shall bear interest. Provisions applicable to the designated account are also applicable to this account.

CHARGEBACK AND RETURNS RESERVE ACCOUNT. Notwithstanding any other language to the contrary contained in this ACH Agreement, SPSPaya-EFT reserves the right to establish, without notice to MERCHANT, and MERCHANT agrees to fund a non-interest bearing Chargeback and Return Reserve Account, or demand other security and/or to raise any discount fee or transaction fee hereunder, upon SPSPaya-EFT’s reasonable determination of the occurrence of any of the following: (a) MERCHANT engages in any processing of charges which create an overcharge to the customer by duplication of charges; (b) Failure by MERCHANT to fully disclose the true nature or percentage of its (i) actual or intended telephone and/or mail order business; and (ii) actual or expected losses due to insufficient funds transactions, fraud, theft or deceit on the part of its customers, or due to administrative chargebacks/returns, or chargebacks or rejections by customers; (c) Failure by MERCHANT to fully disclose the true nature of its business to SPSPaya-EFT to permit a fully informed decision as to the suitability of MERCHANT for processing through SPSPaya-EFT; (d) Failure by MERCHANT to fully disclose the true ownership of MERCHANT’S business entity or evidence of fraud; (e) Processing by MERCHANT of unauthorized charges or any other action which violates applicable risk management standards of SPSPaya-EFT or is likely to cause loss; (f) Any misrepresentation made by MERCHANT in completion of the MERCHANT Application or breach of any other covenant, warranty, or representation contained in this ACH Agreement or applicable law including a change of type of business without prior written approval by SPSPaya-EFT; (g) MERCHANT has chargebacks or returns of any kind which exceed 1% of the total number of transactions completed or dollars processed for Checks-By-Web Services by MERCHANT in any thirty (30) calendar day period; (h) Excessive number of requests from customers or issuing banks for retrieval of documentation; (i) MERCHANT’S financial stability is in question or MERCHANT ceases doing business; or (ij) Upon notice of or termination of this ACH Agreement. After payment or adequate provision for payment is made by SPSPaya-EFT, for all obligations on the part of MERCHANT to SPSPaya-EFT under this Agreement, MERCHANT may request SPSPaya-EFT to disburse to MERCHANT any funds remaining in the Chargeback and Return Reserve Account unless otherwise agreed to by SPSPaya-EFT. Such funds will not be disbursed to MERCHANT until the end of one hundred eighty twenty (180120) days after termination of this ACH Agreement or ninety (90) days from the date of the last chargeback or return activity, whichever is later, unless SPSPaya-EFT in its sole discretion has reason to believe that customer chargeback rights may be longer than such period of time or that loss is otherwise likely, in which event SPSPaya-EFT will notify MERCHANT of such fact and SPSPaya-EFT will set the date when funds shall be released. No monies held in the Chargeback and Return Reserve Account shall bear interest. Provisions applicable to the designated account are also applicable to this account.

CHARGEBACK AND RETURNS RESERVE ACCOUNT. Notwithstanding any other language to the contrary contained in this Agreement, SPSPaya-EFT reserves the right to establish, without notice to MERCHANT, and MERCHANT agrees to fund a non-interest bearing Chargeback and Return Reserve Account, or demand other security and/or to raise any discount fee or transaction fee hereunder, upon SPSPaya-EFT’s reasonable determination of the occurrence of any of the following: (a) MERCHANT engages in any processing of charges which create an overcharge to the customer by duplication of charges; (b) Failure by MERCHANT to fully disclose the true nature or percentage of its (i) actual or intended telephone and/or mail order business; and (ii) actual or expected losses due to insufficient funds transactions, fraud, theft or deceit on the part of its customers, or due to administrative chargebacks/returns, or chargebacks or rejections by customers; (c) Failure by MERCHANT to fully disclose the true nature of its business to SPSPaya-EFT to permit a fully informed decision as to the suitability of MERCHANT for processing through SPSPaya-EFT; (d) Failure by MERCHANT to fully disclose the true ownership of MERCHANT’S business entity or evidence of fraud; (e) Processing by MERCHANT of unauthorized charges or any other action which violates applicable risk management standards of SPSPaya-EFT or is likely to cause loss; (f) Any misrepresentation made by MERCHANT in completion of the MERCHANT Application or breach of any other covenant, warranty, or representation contained in this Agreement or applicable law including a change of type of business without prior written approval by SPSPaya-EFT; (g) MERCHANT has chargebacks or returns of any kind which exceed 1% of the total number of transactions completed or dollars processed for Checks-By-Web Services by MERCHANT in any thirty (30) calendar day period; (h) Excessive number of requests from customers or issuing banks for retrieval of documentation; (i) MERCHANT’S financial stability is in question or MERCHANT ceases doing business; or (ij) Upon notice of or termination of this Agreement. After payment or adequate provision for payment is made by SPSPaya-EFT, for all obligations on the part of MERCHANT to SPSPaya-EFT under this Agreement, MERCHANT may request SPSPaya-EFT to disburse to MERCHANT any funds remaining in the Chargeback and Return Reserve Account unless otherwise agreed to by SPSPaya-EFT. Such funds will not be disbursed to MERCHANT until the end of one hundred eighty twenty (180120) days after termination of this Agreement or ninety (90) days from the date of the last chargeback or return activity, whichever is later, unless SPSPaya-EFT in its sole discretion has reason to believe that customer chargeback rights may be longer than such period of time or that loss is otherwise likely, in which event SPSPaya-EFT will notify MERCHANT of such fact and SPSPaya-EFT will set the date when funds shall be released. No monies held in the Chargeback and Return Reserve Account shall bear interest. Provisions applicable to the designated account are also applicable to this account.

CHARGEBACK AND RETURNS RESERVE ACCOUNT. Notwithstanding any other language to the contrary contained in this Agreement, SPS-EFT reserves the right to establish, without notice to MERCHANT, and MERCHANT agrees to fund a non-interest noninterest bearing Chargeback and Return Reserve Account, or demand other security and/or to raise any discount fee or transaction fee hereunder, upon SPS-EFT’s reasonable determination of the occurrence of any of the following: (a) MERCHANT engages in any processing of charges which create an overcharge to the customer by duplication of charges; (b) Failure by MERCHANT to fully disclose the true nature or percentage of its actual or expected losses due to insufficient funds transactions, fraud, theft or deceit on the part of its customers, or due to administrative chargebacks/returns, or chargebacks or rejections by customers; (c) Failure by MERCHANT to fully disclose the true nature of its business to SPS-EFT to permit a fully informed decision as to the suitability of MERCHANT for processing through SPS-EFT; (d) Failure by MERCHANT to fully disclose the true ownership of MERCHANT’S business entity or evidence of fraud; (e) Processing by MERCHANT of unauthorized charges or any other action which violates applicable risk management standards of SPS-EFT or is likely to cause loss; (f) Any misrepresentation made by MERCHANT in completion of the MERCHANT Application or breach of any other covenant, warranty, or representation contained in this Agreement or applicable law including a change of type of business without prior written approval by SPS-EFT; (g) MERCHANT has chargebacks or returns of any kind which exceed 1% of the total number of transactions completed by MERCHANT in any thirty (30) calendar day period; (h) MERCHANT’S financial stability is in question or MERCHANT ceases doing business; or (i) Upon notice of or termination of this Agreement. After payment or adequate provision for payment is made by SPS-EFT, for all obligations on the part of MERCHANT to SPS-EFT under this Agreement, MERCHANT may request SPS-EFT to disburse to MERCHANT any funds remaining in the Chargeback and Return Reserve Account unless otherwise agreed to by SPS-EFT. Such funds will not be disbursed to MERCHANT until the end of one hundred eighty (180) days after termination of this Agreement or ninety (90) days from the date of the last chargeback or return activity, whichever is later, unless SPS-EFT in its sole discretion has reason to believe that customer chargeback rights may be longer than such period of time or that loss is otherwise likely, in which event SPS-EFT will notify MERCHANT of such fact and SPS-EFT will set the date when funds shall be released. No monies held in the Chargeback and Return Reserve Account shall bear interest. Provisions applicable to the designated account are also applicable to this account.;

CHARGEBACK AND RETURNS RESERVE ACCOUNT. Notwithstanding any other language to the contrary contained in this Agreement, SPS-EFT GETI reserves the right to establish, without notice to MERCHANTMerchant, and MERCHANT Merchant agrees to fund a non-interest bearing Chargeback and Return Reserve Account, or demand other security and/or to raise any discount fee or transaction fee hereunder, upon SPS-EFTGETI’s reasonable determination of the occurrence of any of the following: (a) MERCHANT Merchant engages in any processing of charges which create an overcharge to the customer by duplication of charges; (b) Failure by MERCHANT Merchant to fully disclose the true nature or percentage of its actual or expected losses due to insufficient funds transactions, fraud, theft or deceit on the part of its customers, or due to administrative chargebacks/returns, or chargebacks or rejections by customerscustomer; (c) Failure by MERCHANT Merchant to fully disclose the true nature of its business to SPS-EFT GETI to permit a fully informed decision as to the suitability of MERCHANT Merchant for processing through SPS-EFTGETI; (d) Failure by MERCHANT Merchant to fully disclose the true ownership of MERCHANT’S Merchant’s business entity or evidence of fraud; (e) Processing by MERCHANT Merchant of unauthorized charges or any other action which violates applicable risk management standards of SPS-EFT GETI or is likely to cause loss; (f) Any misrepresentation made by MERCHANT Merchant in completion of the MERCHANT Application or breach of any other covenant, warranty, or representation contained in this Agreement or applicable law including a change of type of business without prior written approval by SPS-EFTGETI; (g) MERCHANT Merchant has chargebacks or returns of any kind which exceed 1% of the total number of transactions completed by MERCHANT Merchant in any thirty (30) calendar day periodperiod ; (h) MERCHANT’S Excessive number of requests from customers or issuing banks for retrieval of documentation; (i) Merchant’s financial stability is in question or MERCHANT Merchant ceases doing business; or (ij) Upon notice of or termination of this Agreement. After payment or adequate provision for payment is made by SPS-EFTGETI, for all obligations on the part of MERCHANT Merchant to SPS-EFT GETI under this Agreement, MERCHANT Merchant may request SPS-EFT GETI to disburse to MERCHANT Merchant any funds remaining in the Chargeback and Return Reserve Account unless otherwise agreed to by SPS-EFTGETI. Such funds will not be disbursed to MERCHANT Merchant until the end of one hundred eighty (180) days after termination of this Agreement or ninety (90) days from the date of the last chargeback or return activity, whichever is later, unless SPS-EFT GETI in its sole discretion has reason to believe that customer chargeback rights may be longer than such period of time or that loss is otherwise likely, in which event SPS-EFT GETI will notify MERCHANT Merchant of such fact and SPS-EFT GETI will set the date when funds shall be released. No monies held in the Chargeback and Return Reserve Account shall bear interest. Provisions applicable to the designated account are also applicable to this account.

CHARGEBACK AND RETURNS RESERVE ACCOUNT. Notwithstanding any other language to the contrary contained in this Agreement, SPS-EFT GETI reserves the right to establish, without notice to MERCHANTMerchant, and MERCHANT Merchant agrees to fund a non-non- interest bearing Chargeback and Return Reserve Account, or demand other security and/or to raise any discount fee or transaction fee hereunder, upon SPS-EFTGETI’s reasonable determination of the occurrence of any of the following: (a) MERCHANT Merchant engages in any processing of charges which create an overcharge to the customer by duplication of charges; (b) Failure by MERCHANT Merchant to fully disclose the true nature or percentage of its actual or expected losses due to insufficient funds transactions, fraud, theft or deceit on the part of its customers, or due to administrative chargebacks/returns, or chargebacks or rejections by customerscustomer; (c) Failure by MERCHANT Merchant to fully disclose the true nature of its business to SPS-EFT GETI to permit a fully informed decision as to the suitability of MERCHANT Merchant for processing through SPS-EFTGETI; (d) Failure by MERCHANT Merchant to fully disclose the true ownership of MERCHANT’S Merchant’s business entity or evidence of fraud; (e) Processing by MERCHANT Merchant of unauthorized charges or any other action which violates applicable risk management standards of SPS-EFT GETI or is likely to cause loss; (f) Any misrepresentation made by MERCHANT Merchant in completion of the MERCHANT Application or breach of any other covenant, warranty, or representation contained in this Agreement or applicable law including a change of type of business without prior written approval by SPS-EFTGETI; (g) MERCHANT Merchant has chargebacks or returns of any kind which exceed 1% of the total number of transactions completed by MERCHANT Merchant in any thirty (30) calendar day periodperiod ; (h) MERCHANT’S Excessive number of requests from customers or issuing banks for retrieval of documentation; (i) Merchant’s financial stability is in question or MERCHANT Merchant ceases doing business; or (ij) Upon notice of or termination of this Agreement. After payment or adequate provision for payment is made by SPS-EFTGETI, for all obligations on the part of MERCHANT Merchant to SPS-EFT GETI under this Agreement, MERCHANT Merchant may request SPS-EFT GETI to disburse to MERCHANT Merchant any funds remaining in the Chargeback and Return Reserve Account unless otherwise agreed to by SPS-EFTGETI. Such funds will not be disbursed to MERCHANT Merchant until the end of one hundred eighty (180) days after termination of this Agreement or ninety (90) days from the date of the last chargeback or return activity, whichever is later, unless SPS-EFT GETI in its sole discretion has reason to believe that customer chargeback rights may be longer than such period of time or that loss is otherwise likely, in which event SPS-EFT GETI will notify MERCHANT Merchant of such fact and SPS-EFT GETI will set the date when funds shall be released. No monies held in the Chargeback and Return Reserve Account shall bear interest. Provisions applicable to the designated account are also applicable to this account.

CHARGEBACK AND RETURNS RESERVE ACCOUNT. Notwithstanding any other language to the contrary contained in this Agreement, SPS-EFT GETI reserves the right to establish, without notice to MERCHANT, and MERCHANT agrees to fund a non-interest bearing Chargeback and Return Reserve Account, or demand other security and/or to raise any discount fee or transaction fee hereunder, upon SPS-EFTGETI’s reasonable determination of the occurrence of any of the following: (a) MERCHANT engages in any processing of charges which create an overcharge to the customer by duplication of charges; (b) Failure by MERCHANT to fully disclose the true nature or percentage of its actual or expected losses due to insufficient funds transactions, fraud, theft or deceit on the part of its customers, or due to administrative chargebacks/returns, or chargebacks or rejections by customers; (c) Failure by MERCHANT to fully disclose the true nature of its business to SPS-EFT GETI to permit a fully informed decision as to the suitability of MERCHANT for processing through SPS-EFTGETI; (d) Failure by MERCHANT to fully disclose the true ownership of MERCHANT’S business entity or evidence of fraud; (e) Processing by MERCHANT of unauthorized charges or any other action which violates applicable risk management standards of SPS-EFT GETI or is likely to cause loss; (f) Any misrepresentation made by MERCHANT in completion of the MERCHANT Application or breach of any other covenant, warranty, or representation contained in this Agreement or applicable law including a change of type of business without prior written approval by SPS-EFTGETI; (g) MERCHANT has chargebacks or returns of any kind which exceed 1% of the total number of transactions completed by MERCHANT in any thirty (30) calendar day period; (h) Excessive number of requests from customers or issuing banks for retrieval of documentation; (i) MERCHANT’S financial stability is in question or MERCHANT ceases doing business; or (ij) Upon notice of or termination of this Agreement. After payment or adequate provision for payment is made by SPS-EFTGETI, for all obligations on the part of MERCHANT to SPS-EFT GETI under this Agreement, MERCHANT may request SPS-EFT GETI to disburse to MERCHANT any funds remaining in the Chargeback and Return Reserve Account unless otherwise agreed to by SPS-EFTGETI. Such funds will not be disbursed to MERCHANT until the end of one hundred eighty (180) days after termination of this Agreement or ninety (90) days from the date of the last chargeback or return activity, whichever is later, unless SPS-EFT GETI in its sole discretion has reason to believe that customer chargeback rights may be longer than such period of time or that loss is otherwise likely, in which event SPS-EFT GETI will notify MERCHANT of such fact and SPS-EFT GETI will set the date when funds shall be released. No monies held in the Chargeback and Return Reserve Account shall bear interest. Provisions applicable to the designated account are also applicable to this account.

CHARGEBACK AND RETURNS RESERVE ACCOUNT. Notwithstanding any other language to the contrary contained in this Agreement, SPS-EFT GETI reserves the right to establish, without notice to MERCHANT, and MERCHANT agrees to fund a non-interest bearing Chargeback and Return Reserve Account, or demand other security and/or to raise any discount fee or transaction fee hereunder, upon SPS-EFTGETI’s reasonable determination of the occurrence of any of the following: (a) MERCHANT engages in any processing of charges which create an overcharge to the customer by duplication of charges; (b) Failure by MERCHANT to fully disclose the true nature or percentage of its actual or expected losses due to insufficient funds transactions, fraud, theft or deceit on the part of its customers, or due to administrative chargebacks/returns, or chargebacks or rejections by customers; (c) Failure by MERCHANT to fully disclose the true nature of its business to SPS-EFT GETI to permit a fully informed decision as to the suitability of MERCHANT for processing through SPS-EFTGETI; (d) Failure by MERCHANT to fully disclose the true ownership of MERCHANT’S business entity or evidence of fraud; (e) Processing by MERCHANT of unauthorized charges or any other action which violates applicable risk management standards of SPS-EFT GETI or is likely to cause loss; (f) Any misrepresentation made by MERCHANT in completion of the MERCHANT Application or breach of any other covenant, warranty, or representation contained in this Agreement or applicable law including a change of type of business without prior written approval by SPS-EFTGETI; (g) MERCHANT has chargebacks or returns of any kind which exceed 1% of the total number of transactions completed by MERCHANT in any thirty (30) calendar day period; (h) MERCHANT’S financial stability is in question or MERCHANT ceases doing business; or (i) Upon notice of or termination of this Agreement. After payment or adequate provision for payment is made by SPS-EFTGETI, for all obligations on the part of MERCHANT to SPS-EFT GETI under this Agreement, MERCHANT may request SPS-EFT GETI to disburse to MERCHANT any funds remaining in the Chargeback and Return Reserve Account unless otherwise agreed to by SPS-EFTGETI. Such funds will not be disbursed to MERCHANT until the end of one hundred eighty (180) days after termination of this Agreement or ninety (90) days from the date of the last chargeback or return activity, whichever is later, unless SPS-EFT GETI in its sole discretion has reason to believe that customer chargeback rights may be longer than such period of time or that loss is otherwise likely, in which event SPS-EFT GETI will notify MERCHANT of such fact and SPS-EFT GETI will set the date when funds shall be released. No monies held in the Chargeback and Return Reserve Account shall bear interest. Provisions applicable to the designated account are also applicable to this account.