Common use of Equipment; Supplies; Displays Clause in Contracts

Equipment; Supplies; Displays. 7.1 At Merchant’s request, Clearent may supply Merchant with point-of-sale equipment (“POS Equipment”) that Merchant may need to process and submit Transactions. Clearent will use good faith efforts to program the POS Equipment to operate at the Merchant locations in compliance with the Card Brand Rules; however, Clearent and Bank make no representations or warranties that Clearent’s programming of the POS Equipment furnished by Clearent will operate in compliance with the Card Brand Rules. 7.2 All third party POS Equipment and services procured by Clearent under this Merchant Agreement are provided “AS-IS” but Clearent will, at Merchant’s expense, use reasonable commercial efforts to assist Merchant in enforcing any warranty offered by the third party supplier of such POS Equipment or services. 7.3 Merchant will immediately notify Clearent of the third party it chooses to use or lease POS Equipment from (“Third Party Terminals”) to process Transactions. If Merchant elects to use Third Party Terminals, Merchant assumes full responsibility and liability for any failure of that third party to comply with the Card Brand Rules, applicable Laws, or this Merchant Agreement. Neither Bank nor Clearent will be responsible for any losses or additional fees incurred by Xxxxxxxx as a result of any error by a third party agent or a malfunction in a Third Party Terminal. 7.4 From time to time, Clearent or POS Equipment supplier may determine that POS Equipment software requires changes or updates. Merchant agrees that equipment which is configured for automatic upgrades may be upgraded by Clearent or POS Equipment supplier whenever Clearent or POS Equipment provider, in their sole discretion, determine it to be required. When equipment is not configured for automatic upgrades, Xxxxxxxx agrees to assist Clearent or POS Equipment supplier in performing manual software upgrades whenever Clearent or POS Equipment provider, in their sole discretion, determine it to be required.

Equipment; Supplies; Displays. 7.1 i. At Merchant’s request, Clearent may Processor will supply Merchant with pointPOS equipment and/or Software, including electronic terminals, other processing equipment and, for On-of-sale equipment line Debit Card Transactions, PIN pads (collectively “POS Equipment”) that Merchant may need to process and submit Transactionscomply with the Operating Rules. Clearent Processor will use good faith efforts to program the POS Equipment to operate at the Merchant locations Merchant’s location in compliance with the Card Brand Operating Rules; however. However, Clearent and Bank make Processor makes no representations or warranties that ClearentProcessor’s programming of the POS Equipment furnished by Clearent Processor will operate in compliance with the Card Brand Operating Rules. Xxxxxxxx acknowledges and agrees that it is Xxxxxxxx’s obligation to operate in compliance with the Operating Rules. 7.2 ii. All third party POS Equipment software, equipment and services provided or procured by Clearent Processor under this Merchant Agreement are provided “"AS-IS” " but Clearent Processor will, at Merchant’s 's expense, use reasonable commercial efforts to assist Merchant in enforcing any warranty offered by the third party supplier of such POS Equipment software, equipment or services. 7.3 iii. Merchant will immediately notify Clearent of use only the third party it chooses to use forms for Charges and electronic processing formats provided or lease POS Equipment approved in advance by Bank. Bank may change the forms from (“Third Party Terminals”) to process Transactions. If Merchant elects to use Third Party Terminals, Merchant assumes full responsibility and liability for any failure of that third party to comply with the Card Brand Rules, applicable Laws, or this Merchant Agreement. Neither Bank nor Clearent will be responsible for any losses or additional fees incurred by Xxxxxxxx as a result of any error by a third party agent or a malfunction in a Third Party Terminal. 7.4 From time to time, Clearent or POS Equipment supplier may determine that POS Equipment software requires changes or updatesand, upon notification, Xxxxxxxx will comply with any changes. Merchant agrees will use Charge forms or materials provided by Bank only for Charges which Merchant submits to Bank. iv. Merchant shall display Visa, MasterCard, Discover Network and, if applicable, other Card Network decals, program marks, and advertising and promotional materials in compliance with the Operating Rules. Merchant shall only display Visa and MasterCard and Discover Network approved decals, program marks and advertising and promotional materials for the Card type(s) that equipment which Merchant selected under Section 3.b. Merchant is configured prohibited from using each Card Network’s program marks other than as expressly authorized in writing by Merchant Bank. Program marks mean the brands, emblems, trademarks and/or logos that identify the applicable Card Network’s Cards. Additionally, Merchant shall not use the program marks other than to display decals, signage, advertising and other forms depicting the program marks that are provided to Merchant by Merchant Bank pursuant to the Merchant program provided for automatic upgrades in this Agreement, or otherwise approved in advance in writing by Merchant Bank. Merchant may use the program marks only to promote the services covered by the program marks by using them on decals, indoor and outdoor signs, websites, advertising materials and marketing materials; provided that all such uses by Merchant must be upgraded approved in advance by Clearent Merchant Bank in writing. Merchant shall not use the program marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the program marks. Merchant recognizes that it has no ownership rights in the program marks. Merchant shall not assign to any third party any of the rights to use the program marks. v. Merchant may not (a) indicate or imply that the Card Networks or Bank endorses any Merchant goods or services, (b) refer to a Card Network or Bank in stating eligibility for Merchant's products, services or membership, or (c) use any marks, symbols or logos owned by any Card Network or Bank for any purpose other than those permitted in the Operating Rules. vi. Merchants processing less than 1 million in annual Visa transactions and using third parties for POS Equipment supplier whenever Clearent application, terminal installation and integration must engage Payment Card Industry (PCI) Qualified Integrator Reseller (QIR) professionals to install, integrate, and support point-of-sale applications and terminal installation and integration. Merchant shall indemnify and hold Merchant Bank and Processor harmless against losses or POS Equipment provider, in their sole discretion, determine it to be required. When equipment is not configured for automatic upgrades, Xxxxxxxx agrees to assist Clearent damages arising from the acts or POS Equipment supplier in performing manual software upgrades whenever Clearent omissions of Merchant Servicers or POS Equipment provider, in their sole discretion, determine it to be required.Agents engaged by Xxxxxxxx

Equipment; Supplies; Displays. 7.1 A. At Merchant’s request, Clearent may Bank will supply Merchant with pointPOS equipment and/or Software, including electronic terminals, other processing equipment and, for On-of-sale equipment line Debit Card Transactions, PIN (Personal Identification Number) pads (collectively “POS Equipment”) that Merchant may need to process and submit Transactionscomply with the Operating Rules. Clearent Bank will use good faith efforts to program the POS Equipment to operate at the Merchant locations Merchant’s location in compliance with the Card Brand Operating Rules; however. However, Clearent and Bank make makes no representations or warranties that ClearentBank’s programming program of the POS Equipment furnished by Clearent Bank will operate in compliance with the Card Brand Operating Rules. Merchant acknowledges and agrees that it is Merchant’s obligation to operate in compliance with the Operating Rules. Merchant may use POS Equipment and/or Software from non-Bank sources, but must ensure that the equipment and Software operates at all times in compliance with applicable law, the Operating Rules, and Bank’s operational and security requirements. 7.2 B. All third party POS Equipment software, equipment and services provided or procured by Clearent Bank under this Merchant Agreement are provided “AS-IS” but Clearent Bank will, at Merchant’s expense, use reasonable commercial efforts to assist Merchant in enforcing any warranty offered by the third party supplier of such POS Equipment software, equipment or services. 7.3 C. Merchant will immediately notify Clearent of use only the third party it chooses to use forms for Charges and electronic processing formats provided or lease POS Equipment approved in advance by Bank. Bank may change the forms from (“Third Party Terminals”) to process Transactions. If Merchant elects to use Third Party Terminals, Merchant assumes full responsibility and liability for any failure of that third party to comply with the Card Brand Rules, applicable Laws, or this Merchant Agreement. Neither Bank nor Clearent will be responsible for any losses or additional fees incurred by Xxxxxxxx as a result of any error by a third party agent or a malfunction in a Third Party Terminal. 7.4 From time to time, Clearent or POS Equipment supplier may determine that POS Equipment software requires changes or updatesand, upon notification, Merchant will comply with any changes. Merchant agrees will use Charge forms or materials provided by Bank only for Charges which Merchant submits to Bank. D. Merchant shall display Visa, MasterCard and, if applicable, other Card Association decals, program marks, and advertising and promotional materials in compliance with the Operating Rules. Merchant shall only display Visa and MasterCard approved decals, program marks and advertising and promotional materials for the Card type(s) that equipment Merchant selected under Section 3.02 of this Agreement. 5.1 Bank will charge back to Merchant and Merchant will pay Bank, the amount of each Charge which Merchant or a Merchant Affiliate submits to Bank for processing that is configured charged back to Bank for automatic upgrades any reason through Card Associations’ Operating Rules, or to the extent Bank receives claims regarding the Charges from Cardholders under other provisions of law. 5.2 A Chargeback may occur for any one or more of several reasons under the Operating Rules or through operation of consumer protection laws, such as the Truth in Lending Act and the Fair Credit Billing Act. Chargeback reasons include, without limitation: A. The Charge Record or any material information it contains as provided by Merchant (such as the Card account number, expiration date of the Card, merchant description, purchase amount, Charge date and Authorization date) is illegible, incomplete, incorrect, or unsigned, or is not transmitted to Bank within the required time limits; B. Merchant knew or, by following proper practices, should have known that the Card was not to be upgraded honored; C. The Charge was completed with a counterfeit or altered Card or before the valid date or after the expiration date of the Card; D. Merchant did not obtain Authorization, or did not provide a correct and legible Authorization code on the Charge Record; E. The Charge Record is a duplicate of another Charge Record, represents one of two or more Charges arising from a single purchase, or the Charge has been submitted to another merchant card processor; F. The Cardholder disputes participating in or approving the Charge, signing the Charge Record, or the sale, delivery, quality or performance of the purchase; the Cardholder alleges that return of goods or a Credit Voucher was improperly refused; or the Cardholder alleges that a Credit Voucher issued by Clearent Merchant was not processed for the Cardholder Account; G. The amount on the Charge Record submitted to Bank differs from the amount on the copy required to be delivered to the Cardholder; H. The Charge was fraudulent or POS Equipment supplier whenever Clearent the related purchase was not a bona fide purchase in Merchant’s ordinary course of business, was subject to any claim of illegality, cancellation, avoidance, or POS Equipment provideroffset for any reason, including, without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees or was submitted in their sole violation of Section 6 of this Agreement; I. The Cardholder has asserted what the Cardholder believes is a good faith claim or defense against the Charge; J. The Charge is in violation of any law; K. Any other Card Transactions that Bank is or would be required to pay, repurchase or Chargeback by virtue of Operating Rules or otherwise, processed under this Agreement or any agreement with any Merchant Affiliate. 5.3 If Bank determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Charges exceeding one percent (1%), Bank, may, but is not obligated to, notify Merchant of new procedures it should adopt and additional Processing Fees imposed for processing Chargebacks, and/or may terminate this Agreement, at Bank’s discretion, determine it without advance notice. Merchant must immediately pay any fines or fees imposed by a Card Association or Bank relating to Chargebacks to Merchant. 5.4 Each Chargeback to Merchant is immediately due and payable by Merchant. Without limiting Bank’s other remedies or Bank’s security interest described in Section 16 below, Bank may deduct, debit and withhold the amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Account, or any Merchant account at the Merchant Bank, or other property of Merchant held by Bank, or any Settlement Account or Reserve Account of a Merchant Affiliate. Bank will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts of the Merchant or Merchant Affiliate, Merchant irrevocably authorizes Bank to attach and initiate withdrawals of funds from Merchant’s accounts at other financial institutions, by Automated Clearinghouse Entry (ACH), sight draft, preauthorized checks, reverse wires or otherwise to cover the Chargebacks, and Merchant hereby irrevocably authorizes the other financial institutions to withdraw the funds from Merchant’s accounts and pay Bank the amount of the Chargebacks. Bank will release to Merchant any of Merchant’s deposits, funds or property after Bank determines in its sole and absolute discretion that the deposits, funds or property are not likely to be required. When equipment is not configured for automatic upgrades, Xxxxxxxx agrees needed to assist Clearent or POS Equipment supplier in performing manual software upgrades whenever Clearent or POS Equipment provider, in their sole discretion, determine it to be requiredcover any Chargebacks.

Equipment; Supplies; Displays. 7.1 i. At Merchant’s request, Clearent may Processor will supply Merchant with pointPOS equipment and/ or Software, including electronic terminals, other processing equipment and, for On-of-sale equipment line Debit Card Transactions, PIN pads (collectively “POS Equipment”) that Merchant may need to process and submit Transactionscomply with the Operating Rules. Clearent Processor will use good faith efforts to program the POS Equipment to operate at the Merchant locations Merchant’s location in compliance with the Card Brand Operating Rules; however. However, Clearent and Bank make Processor makes no representations or warranties that ClearentProcessor’s programming of the POS Equipment furnished by Clearent Processor will operate in compliance with the Card Brand Operating Rules. Merchant acknowledges and agrees that it is Merchant’s obligation to operate in compliance with the Operating Rules. 7.2 ii. All third party POS Equipment software, equipment and services provided or procured by Clearent Processor under this Merchant Agreement are provided “"AS-IS” " but Clearent Processor will, at Merchant’s 's expense, use reasonable commercial efforts to assist Merchant in enforcing any warranty offered by the third party supplier of such POS Equipment software, equipment or services. 7.3 iii. Merchant will immediately notify Clearent of use only the third party it chooses to use forms for Charges and electronic processing formats provided or lease POS Equipment approved in advance by Bank. Bank may change the forms from (“Third Party Terminals”) to process Transactions. If Merchant elects to use Third Party Terminals, Merchant assumes full responsibility and liability for any failure of that third party to comply with the Card Brand Rules, applicable Laws, or this Merchant Agreement. Neither Bank nor Clearent will be responsible for any losses or additional fees incurred by Xxxxxxxx as a result of any error by a third party agent or a malfunction in a Third Party Terminal. 7.4 From time to time, Clearent or POS Equipment supplier may determine that POS Equipment software requires changes or updatesand, upon notification, Merchant will comply with any changes. Merchant agrees will use Charge forms or materials provided by Bank only for Charges which Merchant submits to Bank. iv. Merchant shall display Visa, MasterCard, Discover Network and, if applicable, other Card Network decals, program marks, and advertising and promotional materials in compliance with the Operating Rules. Merchant shall only display Visa and MasterCard and Discover Network approved decals, program marks and advertising and promotional materials for the Card type(s) that equipment which Merchant selected under Section 3.b. Merchant is configured prohibited from using each Card Network’s program marks other than as expressly authorized in writing by Merchant Bank. Program marks mean the brands, emblems, trademarks and/or logos that identify the applicable Card Network’s Cards. Additionally, Merchant shall not use the program marks other than to display decals, signage, advertising and other forms depicting the program marks that are provided to Merchant by Merchant Bank pursuant to the Merchant program provided for automatic upgrades in this Agreement, or otherwise approved in advance in writing by Merchant Bank. Merchant may use the program marks only to promote the services covered by the program marks by using them on decals, indoor and outdoor signs, websites, advertising materials and marketing materials; provided that all such uses by Merchant must be upgraded approved in advance by Clearent Merchant Bank in writing. Merchant shall not use the program marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the program marks. Merchant recognizes that it has no ownership rights in the program marks. Merchant shall not assign to any third party any of the rights to use the program marks. v. Merchant may not (a) indicate or imply that the Card Networks or Bank endorses any Merchant goods or services, (b) refer to a Card Network or Bank in stating eligibility for Merchant's products, services or membership, or (c) use any marks, symbols or logos owned by any Card Network or Bank for any purpose other than those permitted in the Operating Rules. vi. Merchants processing less than 1 million in annual Visa transactions and using third parties for POS Equipment supplier whenever Clearent application, terminal installation and integration must engage Payment Card Industry (PCI) Qualified Integrator Reseller (QIR) professionals to install, integrate, and support point-of-sale applications and terminal installation and integration. Merchant shall indemnify and hold Merchant Bank and Processor harmless against losses or POS Equipment provider, in their sole discretion, determine it to be required. When equipment is not configured for automatic upgrades, Xxxxxxxx agrees to assist Clearent damages arising from the acts or POS Equipment supplier in performing manual software upgrades whenever Clearent omissions of Merchant Servicers or POS Equipment provider, in their sole discretion, determine it to be required.Agents engaged by Merchant

Equipment; Supplies; Displays. 7.1 i. At Merchant’s request, Clearent may Processor will supply Merchant with point-of-sale POS equipment and/or software, including electronic terminals, other processing equipment, and for On‐line Debit Card Transactions and PIN pads (collectively “POS Equipment”) that Merchant may need to process and submit Transactionscomply with the Operating Rules. Clearent Processor will use reasonable and good faith efforts to program the POS Equipment to operate at the Merchant locations Merchant’s location in compliance with the Card Brand Operating Rules; however. However, Clearent and Bank make Processor makes no representations or warranties that ClearentProcessor’s programming of the POS Equipment furnished by Clearent Processor will operate in compliance with the Card Brand Operating Rules. Merchant acknowledges and agrees that it is Merchant’s obligation to operate POS Equipment in compliance with the Operating Rules. 7.2 ii. All third party POS Equipment software, equipment, and services provided or procured by Clearent Processor under this Merchant Agreement are provided “AS-IS” "AS‐IS" and without any warranties of merchantability or fitness for a particular purpose, but Clearent Processor will, at Merchant’s 's expense, use reasonable commercial efforts to assist Merchant in enforcing any warranty offered by the third party supplier of such POS Equipment software, equipment or services. 7.3 iii. Merchant will immediately notify Clearent of use only the third party it chooses to use forms for Charges and electronic processing formats provided or lease POS Equipment approved in advance by Bank. Bank may change the forms from (“Third Party Terminals”) to process Transactions. If Merchant elects to use Third Party Terminals, Merchant assumes full responsibility and liability for any failure of that third party to comply with the Card Brand Rules, applicable Laws, or this Merchant Agreement. Neither Bank nor Clearent will be responsible for any losses or additional fees incurred by Xxxxxxxx as a result of any error by a third party agent or a malfunction in a Third Party Terminal. 7.4 From time to time, Clearent or POS Equipment supplier may determine that POS Equipment software requires changes or updatesand, upon notification, Merchant will comply with any changes. Merchant agrees will use Charge forms or materials provided by Bank only for Charges which Merchant submits to Bank. iv. Merchant shall display Visa, MasterCard, Discover Network, and, if applicable, other Card Network decals, program marks, and advertising and promotional materials in compliance with the Operating Rules. Merchant shall only display Visa, MasterCard, and Discover Network approved decals, program marks, and advertising and promotional materials for the Card type(s) that equipment which Merchant selected under Paragraph 3(b). Merchant is configured prohibited from using each Card Network’s program marks other than as expressly authorized in writing by Merchant Bank. Program marks mean the brands, emblems, trademarks and/or logos that identify the applicable Card Network’s Cards. Additionally, Merchant shall not use the program marks other than to display decals, signage, advertising, and other forms depicting the program marks that are provided to Merchant‐by‐Merchant Bank pursuant to the Merchant program provided for automatic upgrades in this Agreement, or otherwise approved in advance in writing by Merchant Bank. Merchant may use the program marks only to promote the services covered by the program marks by using them on decals, indoor and outdoor signs, websites, advertising materials, and marketing materials; provided that all such uses by Merchant must be upgraded approved in advance by Clearent Merchant Bank in writing. Merchant shall not use the program marks in such a way that customers could believe that the products or POS Equipment supplier whenever Clearent services offered by Merchant are sponsored or POS Equipment providerguaranteed by the owners of the program marks. Merchant recognizes that it has no ownership rights in the program marks. Merchant shall not assign to anythird partyany of the rights to use the program marks. v. Merchantmay not (a) indicate or imply that the Card Networks or Bank endorsesany Merchant goodsor services, (b) refer to a Card Network or Bank in their sole discretionstating eligibility for Merchant's products, determine it to be required. When equipment is not configured services, or membership, or (c) use any marks, symbols or logos owned by any Card Network or Bank for automatic upgrades, Xxxxxxxx agrees to assist Clearent or POS Equipment supplier any purpose other than those permitted in performing manual software upgrades whenever Clearent or POS Equipment provider, in their sole discretion, determine it to be requiredthis Agreement and the Operating Rules.

Equipment; Supplies; Displays. 7.1 i. At Merchant’s request, Clearent may Processor will supply Merchant with pointPOS equipment and/or Software, including electronic terminals, other processing equipment and, for On-of-sale equipment line Debit Card Transactions, PIN pads (collectively “POS Equipment”) that Merchant may need to process and submit Transactionscomply with the Operating Rules. Clearent Processor will use good faith efforts to program the POS Equipment to operate at the Merchant locations Merchant’s location in compliance with the Card Brand Operating Rules; however. However, Clearent and Bank make Processor makes no representations or warranties that ClearentProcessor’s programming of the POS Equipment furnished by Clearent Processor will operate in compliance with the Card Brand Operating Rules. Merchant acknowledges and agrees that it is Merchant’s obligation to operate in compliance with the Operating Rules. 7.2 ii. All third party POS Equipment software, equipment and services provided or procured by Clearent Processor under this Merchant Agreement are provided “"AS-IS” " but Clearent Processor will, at Merchant’s 's expense, use reasonable commercial efforts to assist Merchant in enforcing any warranty offered by the third party supplier of such POS Equipment software, equipment or services. 7.3 iii. Merchant will immediately notify Clearent of use only the third party it chooses to use forms for Charges and electronic processing formats provided or lease POS Equipment approved in advance by Bank. Bank may change the forms from (“Third Party Terminals”) to process Transactions. If Merchant elects to use Third Party Terminals, Merchant assumes full responsibility and liability for any failure of that third party to comply with the Card Brand Rules, applicable Laws, or this Merchant Agreement. Neither Bank nor Clearent will be responsible for any losses or additional fees incurred by Xxxxxxxx as a result of any error by a third party agent or a malfunction in a Third Party Terminal. 7.4 From time to time, Clearent or POS Equipment supplier may determine that POS Equipment software requires changes or updatesand, upon notification, Merchant will comply with any changes. Merchant agrees will use Charge forms or materials provided by Bank only for Charges which Merchant submits to Bank. iv. Merchant shall display Visa, MasterCard, American Express and Discover Network and, if applicable, other Card Network decals, program marks, and advertising and promotional materials in compliance with the Operating Rules. Merchant shall only display Visa and MasterCard and Discover Network approved decals, program marks and advertising and promotional materials for the Card type(s) that equipment which Merchant selected under Section 3.b. Merchant is configured prohibited from using each Card Network’s program marks other than as expressly authorized in writing by Merchant Bank. Program marks mean the brands, emblems, trademarks and/or logos that identify the applicable Card Network’s Cards. Additionally, Merchant shall not use the program marks other than to display decals, signage, advertising and other forms depicting the program marks that are provided to Merchant by Merchant Bank pursuant to the Merchant program provided for automatic upgrades in this Agreement, or otherwise approved in advance in writing by Merchant Bank. Merchant may use the program marks only to promote the services covered by the program marks by using them on decals, indoor and outdoor signs, websites, advertising materials and marketing materials; provided that all such uses by Merchant must be upgraded approved in advance by Clearent Merchant Bank in writing. Merchant shall not use the program marks in such a way that customers could believe that the products or POS Equipment supplier whenever Clearent services offered by Merchant are sponsored or POS Equipment providerguaranteed by the owners of the program marks. Merchant recognizes that it has no ownership rights in the program marks. Merchant shall not assign to any third party any of the rights to use the program marks. v. Merchant may not (a) indicate or imply that the Card Networks or Bank endorses any Merchant goods or services, (b) refer to a Card Network or Bank in their sole discretionstating eligibility for Merchant's products, determine it to be required. When equipment is not configured services or membership, or (c) use any marks, symbols or logos owned by any Card Network or Bank for automatic upgrades, Xxxxxxxx agrees to assist Clearent or POS Equipment supplier any purpose other than those permitted in performing manual software upgrades whenever Clearent or POS Equipment provider, in their sole discretion, determine it to be requiredthe Operating Rules.