Chargebacks, Fees, Reserve Account, Etc. If Xxxxxx incurs excessive Chargebacks, in Invoice Cloud’s sole determination, or otherwise fails to pay fees or charges, or there are insufficient funds for Invoice Cloud to debit amounts for which Xxxxxx is responsible hereunder, in addition to other remedies under this Agreement, Invoice Cloud (or the payment processor) may take the following actions: (i) notify Xxxxxx of a new rate that will be charged to process Chargebacks; (ii) collect from Xxxxxx an amount reasonably determined by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated Chargebacks and all related fees, penalties, expenses, and fines, or increase a reserve amount; (iii) require Xxxxxx to promptly establish a Reserve Account as determined by Invoice Cloud, or (iv) terminate the Agreement. Xxxxxx shall be responsible to Invoice Cloud for and shall promptly pay to Invoice Cloud such charges required to be paid by Xxxxxx; and any Chargebacks, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization. To the extent permitted by applicable law, Xxxxxx shall indemnify, defend, and hold Invoice Cloud, its licensors and Invoice Cloud’s subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) any charge against any reserves required by payment or credit card processors; (ii) Chargebacks, Network Fees and insufficiency of funds in any Xxxxxx Bank Account, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization; (iii) that use of any Customer Data infringes the rights of a third party; (iv) a violation by Xxxxxx of Xxxxxx’x representations and warranties or the breach by Xxxxxx or Xxxxxx’x users or Customers of this Agreement including without limitation incomplete or inaccurate Transactions; (v) Xxxxxx’x violation of any third party payment and credit card processing agreement and merchant agreement, or (vi) relating directly or indirectly to Xxxxxx’x or its authorized users’ use of the Service. Xxxxxx represents and warrants that the Xxxxxx Bank Account(s) w...
Chargebacks, Fees, Reserve Account, Etc. If Xxxxxx incurs excessive Chargebacks, in Invoice Cloud’s sole determination, or otherwise fails to pay fees or charges, or there are insufficient funds for Invoice Cloud to debit amounts for which Xxxxxx is responsible hereunder, in addition to other remedies under this Agreement, Invoice Cloud (or the payment processor) may take the following actions: (i) notify Xxxxxx of a new rate that will be charged to process Chargebacks; (ii) collect from Xxxxxx an amount reasonably determined by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated Chargebacks and all related fees, penalties, expenses, and fines, or increase a reserve amount; (iii) require Xxxxxx to promptly establish a Reserve Account as determined by Invoice Cloud, or (iv) terminate the Agreement. Xxxxxx shall be responsible to Invoice Cloud for and shall promptly pay to Invoice Cloud such charges required to be paid by Xxxxxx; and any Chargebacks, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization.
