Common use of Fees; Adjustments; Collection of Amounts Due Clause in Contracts

Fees; Adjustments; Collection of Amounts Due. 12.1 Servicers shall charge You a fee for the Services, which shall be calculated and payable pursuant to Exhibit E. The discount fees shown on Exhibit E shall be calculated based on the gross amount of only VISA and MasterCard transactions submitted to Servicers. If Your Card transactions fail to qualify for the reduced interchange fees, Servicers shall process such Card transactions at the applicable interchange fees as set by the applicable Association. If a transaction fails to qualify for Your anticipated interchange levels, then the Association will downgrade the transaction and process it at a more costly interchange level for which it does qualify. In that event, You shall be charged a Non-Qualified Interchange Fee, which is the difference between the interchange fee associated with the anticipated interchange level and the interchange fee associated with the interchange level at which the transaction actually was processed (“Non-Qualified Interchange Fee”). 12.2 The fees for Services set forth in Exhibit E, are based upon assumptions associated with the anticipated annual volume, average transaction size and Your method of doing business. If the actual volume size is not as expected or if You significantly alter Your method of doing business, Servicers may adjust, without prior notice, Your discount fee and transaction fees according to Exhibit E pricing tiers and applicable Association regulations and fee schedule, respectively. 12.3 The fees for Services set forth in Exhibit E may be adjusted to reflect increases or decreases by Associations in interchange, assessment or other Association fees or to pass through increases charged by third parties for on-line communications and similar items. All such adjustments shall be Your responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association or other third party. You shall at all times be responsible for, payment of all fees and charges (including increases additions, or modification made thereto), without limitation, of any Credit Card Association, Network, card-issuing organization, telecommunications provider, federal, state, or local governmental authority (each a “Third Party”) including, without limitation any switch fee, issuer, reimbursement fee, adjustment fee, interchange fee, assessment fee or access fee, (collectively, “Third Party Fees”). 12.4 If You receive settlement funds by wire transfer, Servicers may charge wire transfer fees of ten dollars ($10) per wire, notwithstanding any lesser amount shown on Exhibit E, during any month in which the average daily settlement funds wire transferred to You are less than ten thousand dollars ($10,000). 12.5 In addition to the regular Chargeback fees, as set forth on Exhibit E, You agree to pay Servicers any fines, fees, or penalties imposed on Servicers by any Association, resulting from Chargebacks and any other fines, fees or penalties imposed by an Association with respect to acts or omissions of You.

Fees; Adjustments; Collection of Amounts Due. 12.1 Servicers 13.1 SERVICERS shall charge You CUSTOMER a fee for the Services, which shall be calculated and payable pursuant to Exhibit E. the Schedules and any additional pricing supplements. The discount fees shown on Exhibit E such Schedules shall be calculated based on the gross amount of only VISA and MasterCard transactions submitted to ServicersSERVICERS. The fees with respect to other Card transactions shall be a percentage of the gross amount of, or a per transaction fee for, all such Card transactions. CUSTOMER acknowledges that the fees stated herein are based upon the qualification of CUSTOMER’s transactions for certain reduced interchange fees as set by the applicable Association. If Your CUSTOMER’s Card transactions fail to qualify for the reduced interchange fees, Servicers SERVICERS shall process such Card transactions at the applicable interchange fees as set by the applicable Association. If a transaction fails to qualify for Your anticipated interchange levels, then the Association will downgrade the transaction and process it at a more costly interchange level for which it does qualify. In that event, You shall be charged a Non-Qualified Interchange Fee, which is the difference between the interchange fee associated with the anticipated interchange level and the interchange fee associated with the interchange level at which the transaction actually was processed (“Non-Qualified Interchange Fee”). 12.2 13.2 The fees for Services set forth in Exhibit Ethe Schedules and any additional pricing supplement, are based upon assumptions associated with the anticipated annual volume, average transaction size and Your CUSTOMER’s method of doing business. If the actual volume or average transaction size is are not as expected or if You CUSTOMER significantly alter Your alters its method of doing business, Servicers SERVICERS may adjust, adjust CUSTOMER’s discount fee or transaction fees without prior notice, Your discount fee and transaction fees according to Exhibit E pricing tiers and applicable Association regulations and fee schedule, respectively. 12.3 13.3 The fees for Services set so forth in Exhibit E the Schedules may be adjusted to reflect increases or decreases by Associations in interchange, assessment or other Association fees or to pass through increases charged by third parties for on-line communications and similar items. All such adjustments shall be Your CUSTOMER’s responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association or other third party. You shall at all times be responsible for, payment of all fees and charges (including increases additions, or modification made thereto), without limitation, of any Credit Card Association, Network, card-issuing organization, telecommunications provider, federal, state, or local governmental authority (each a “Third Party”) including, without limitation any switch fee, issuer, reimbursement fee, adjustment fee, interchange fee, assessment fee or access fee, (collectively, “Third Party Fees”). 12.4 13.4 If You receive CUSTOMER receives settlement funds by wire transfer, Servicers SERVICERS may charge wire transfer fees of ten dollars ($10) 10 per wire, notwithstanding any lesser amount shown on Exhibit Ethe Schedules, during any month in which the average daily settlement funds wire transferred to You are CUSTOMER is less than ten thousand dollars ($10,000). 12.5 13.5 In addition to the regular Chargeback fees, as set forth on Exhibit Ethe Schedules, You agree CUSTOMER agrees to pay Servicers SERVICERS any fines, fees, or penalties fines imposed on Servicers SERVICERS by any Association, resulting from Chargebacks and any other fines, fees or penalties fines imposed by an Association with respect to acts or omissions of YouCUSTOMER. 13.6 If CUSTOMER’s Chargeback Percentage for any line of business exceeds the estimated industry chargeback percentage, CUSTOMER shall, in addition to the regular Chargeback fees due to SERVICERS and any applicable Chargeback handling fees or fines imposed by the applicable Association, pay SERVICERS the excessive Chargeback fee shown on the Schedules for all Chargebacks occurring in such month in such line(s) of business. Each estimated industry chargeback percentage is subject to change from time to time by SERVICERS in order to reflect changes in the industry chargeback percentage reported by VISA or MasterCard. Each then-current industry chargeback percentage for CUSTOMER’s applicable line(s) of business will be reflected in the monthly loss prevention report furnished to CUSTOMER. 13.7 If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account for any amounts due to or due from SERVICERS, CUSTOMER shall notify SERVICERS in writing within 45 days after any debit or credit is or should have been effected. If CUSTOMER notifies SERVICERS after such time period, SERVICERS may, in their discretion, assist CUSTOMER, at CUSTOMER’s expense, in investigating whether any adjustments are appropriate and whether any amounts are due to or from other parties, but SERVICERS shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by SERVICERS to assist CUSTOMER in investigating such matters shall not create any obligation to continue such investigation or assist with any investigation in response to any future notices of possible adjustments that are not timely submitted.

Fees; Adjustments; Collection of Amounts Due. 12.1 Servicers 13.1. SERVICERS shall charge You a fee for the ServicesCUSTOMER: (i) SERVICERS’ fees; and (ii) pass through of all Third Party Fees, which shall be calculated and payable pursuant to Exhibit E. the Schedules and any additional pricing supplements. The discount fees shown on Exhibit E with respect to other Card transactions shall be calculated a per transaction fee for all such Card transactions. CUSTOMER acknowledges that the fees stated herein are based on upon the gross amount qualification of only VISA and MasterCard CUSTOMER’s transactions submitted to Servicersfor certain reduced interchange fees as set by the applicable Card Organization. If Your CUSTOMER’s Card transactions fail to qualify for the reduced interchange fees, Servicers SERVICERS shall process such Card transactions at the applicable interchange fees as set by the applicable AssociationCard Organization. If a transaction fails to qualify for Your CUSTOMER’s anticipated interchange levels, then the Association Card Organization will downgrade the transaction and process it at a more costly interchange level for which it does qualify. In that event, You CUSTOMER shall be charged a Non-Qualified Interchange Fee, which is the difference between the interchange fee associated with the anticipated interchange level and the interchange fee associated with the interchange level at which the transaction actually was processed (“Non-Non- Qualified Interchange Fee”). 12.2 13.2. The fees for Services set forth in Exhibit Ethe Schedules and any additional pricing supplement, are based upon assumptions associated with the anticipated annual volume, average transaction size and Your CUSTOMER’s method of doing business. If the actual volume or average transaction size is are not as expected or if You CUSTOMER significantly alter Your alters its method of doing business, Servicers SERVICERS may adjust, without prior notice, Your discount fee and transaction fees according to Exhibit E pricing tiers and applicable Association regulations and fee schedule, respectivelyadjust its Transaction Fees in accordance with the Contract. 12.3 13.3. The fees for Services set forth in Exhibit E the Schedules may be adjusted to reflect increases or decreases by Associations Card Organizations in interchange, assessment or other Association Card Organization fees or to pass through increases charged by third parties for on-line communications and similar items. All such adjustments shall be Your CUSTOMER’s responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association Card Organization or other third party. You CUSTOMER shall at all times be responsible for, payment of all fees and charges set forth in the Schedules (including increases increases, additions, or modification modifications made thereto), as well as, without limitation, of any Credit Card Association, Network, card-issuing organization, telecommunications provider, federal, state, or local governmental authority (each a “Third Party”) including, without limitation any switch fee, issuer, reimbursement fee, adjustment fee, interchange fee, assessment fee or access fee, (collectively, “Third Party Fees”)Fees imposed due to any failure by CUSTOMER to comply with its obligation under this Addendum. 12.4 13.4. If You receive CUSTOMER receives settlement funds by wire transfer, Servicers SERVICERS may charge wire transfer fees of ten dollars ($10) per wire, notwithstanding any lesser amount shown on Exhibit Ethe Schedules, during any month in which the average daily settlement funds wire transferred to You are CUSTOMER is less than ten thousand dollars ($10,000). 12.5 13.5. In addition to the regular Chargeback fees, as set forth on Exhibit Ethe Schedules, You agree CUSTOMER is responsible to pay Servicers any fines, fees, or penalties imposed on Servicers by any AssociationCard Organization, resulting from Chargebacks and any other fines, fees or penalties imposed by an Association a Card Organization with respect to acts or omissions of YouCUSTOMER. 13.6. If CUSTOMER’s Chargeback Percentage for any line of business exceeds the estimated industry chargeback percentage, CUSTOMER shall, in addition to the regular Chargeback fees due to SERVICERS and any applicable Chargeback handling fees or fines imposed by the applicable Card Organization, pay SERVICERS the excessive Chargeback fee shown on the Schedules for all Chargebacks occurring in such month in such line(s) of business. Each estimated industry chargeback percentage is subject to change from time to time by SERVICERS in order to reflect changes in the industry chargeback percentage reported by VISA or MasterCard. 13.7. If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account for any amounts due to or due from SERVICERS, CUSTOMER shall notify SERVICERS (at the addresses set forth in the Participation Agreement) in writing within forty-five (45) days after any debit or credit is or should have been effected. If CUSTOMER notifies SERVICERS after such time period, SERVICERS may, in their discretion, assist CUSTOMER, at CUSTOMER’s expense, in investigating whether any adjustments are appropriate and whether any amounts are due to or from SERVICERS, but SERVICERS shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by SERVICERS to assist CUSTOMER in investigating such matters shall not create any obligation to continue such investigation or assist with any investigation in response to any future notices of possible adjustments that are not timely submitted. 13.8. CUSTOMER does not waive its sovereign immunity with respect to any claims arising under Association Rules for fines or penalties. PROVIDER pledges to use their best commercially reasonable efforts to inform the CUSTOMER of any Association Rules that impose fines or penalties; nonetheless, CUSTOMER acknowledges it has been informed that fines, fees or penalties may arise under conditions imposed by the Association Rules. Upon notice of any fines, fees or penalties, the parties pledge their best efforts to resolve any disputes involving fines and penalties.

Fees; Adjustments; Collection of Amounts Due. 12.1 Servicers SERVICERS shall charge You CUSTOMER a fee for the Services, which shall be in the amounts and calculated and payable pursuant to Exhibit E. The discount the Schedules and any additional pricing supplements agreed upon by the parties. Any fees shown on Exhibit E expressed as a percentage of CUSTOMER’s Card transactions shall be calculated based on the gross amount of only VISA and MasterCard transactions submitted to Servicers. If Your Card transactions fail to qualify for the reduced interchange fees, Servicers shall process such Card transactions at the applicable interchange fees as set by the applicable Association. If a transaction fails to qualify for Your anticipated interchange levels, then the Association will downgrade the transaction and process it at a more costly interchange level for which it does qualify. In that event, You shall be charged a Non-Qualified Interchange Fee, which is the difference between the interchange fee associated with the anticipated interchange level and the interchange fee associated with the interchange level at which the transaction actually was processed (“Non-Qualified Interchange Fee”)transactions. 12.2 The fees for Services set forth in Exhibit E, are based upon assumptions associated with the anticipated annual volume, average transaction size and Your method of doing business. If the actual volume size is not as expected or if You significantly alter Your method of doing business, Servicers may adjust, without prior notice, Your discount fee and transaction fees according to Exhibit E pricing tiers and applicable Association regulations and fee schedule, respectively.[INTENTIONALLY OMITTED] 12.3 The fees for Services set forth in Exhibit E may be adjusted to reflect increases or decreases by Associations in interchange, assessment assessments or other Association fees or to pass through increases charged by third parties for on-line communications and similar items. SERVICERS shall notify CUSTOMER of all such adjustments. All such adjustments shall be Your CUSTOMER’s responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association or other third party. You shall at all times be responsible for, payment of all fees and charges (including increases additions, or modification made thereto), without limitation, of any Credit Card Association, Network, card-issuing organization, telecommunications provider, federal, state, or local governmental authority (each a “Third Party”) including, without limitation any switch fee, issuer, reimbursement fee, adjustment fee, interchange fee, assessment fee or access fee, (collectively, “Third Party Fees”). 12.4 If You receive settlement funds by wire transfer, Servicers may charge wire transfer fees of ten dollars ($10) per wire, notwithstanding any lesser amount shown on Exhibit E, during any month in which the average daily settlement funds wire transferred to You are less than ten thousand dollars ($10,000). 12.5 In addition to the regular Chargeback fees, as fees set forth on Exhibit Ethe Schedules, You agree CUSTOMER agrees to pay Servicers SERVICERS any fines, fees, or penalties fines imposed on Servicers SERVICERS by any Association, resulting from Chargebacks and any other fines, fees or penalties fines imposed by an Association with respect to acts or omissions of YouCUSTOMER. 12.5 If CUSTOMER’s Chargeback Percentage for any line of business exceeds an Association’s industry chargeback percentage, CUSTOMER shall be responsible for any applicable Chargeback handling fees or fines imposed by the applicable Association. Each industry chargeback percentage is subject to change from time to time by the Associations. 12.6 If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account for any amounts due to or due from SERVICERS, CUSTOMER must notify SERVICERS in writing within [Redacted]after any debit or credit is or should have been effected. If CUSTOMER notifies SERVICERS after such time period, SERVICERS may, in their discretion, assist CUSTOMER, at CUSTOMER’s expense, in investigating whether any adjustments are appropriate and whether any amounts are due to or from other parties, but SERVICERS shall not have any obligation to investigate or effect any such adjustments.

Fees; Adjustments; Collection of Amounts Due. 12.1 Servicers SERVICERS shall charge You CUSTOMER a fee for the Services, which shall be calculated and payable pursuant to Exhibit E. The discount the Schedules and any additional pricing supplements. Any fees shown on Exhibit E expressed as a percentage of CUSTOMER's Card transactions shall be calculated based on the gross amount of only VISA and MasterCard such transactions. CUSTOMER acknowledges that the fees stated herein are based upon the qualification of CUSTOMER's transactions submitted to Servicersfor certain reduced interchange fees as set by the applicable Association. If Your CUSTOMER's Card transactions fail to qualify for the reduced interchange fees, Servicers SERVICERS shall process such Card transactions at the applicable interchange fees as set by the applicable Association. If a transaction fails to qualify for Your anticipated interchange levels, then the Association will downgrade the transaction and process it at a more costly interchange level for which it does qualify. In that event, You shall be charged a Non-Qualified Interchange Fee, which is the difference between the interchange fee associated with the anticipated interchange level and the interchange fee associated with the interchange level at which the transaction actually was processed (“Non-Qualified Interchange Fee”). 12.2 The fees for Services SERVICERS set forth in Exhibit Ethe Schedules and any additional pricing supplement, are and based upon assumptions associated with the anticipated annual volume, average transaction size and Your CUSTOMER's method of doing business. If during any six month period the actual volume or average transaction size is not as are 20% less than expected or if You CUSTOMER significantly alter Your alters its method of doing business, Servicers SERVICERS may adjust, without prior notice, Your adjust CUSTOMER's discount fee and transaction fees according to Exhibit E pricing tiers and applicable Association regulations and fee schedule, respectivelyfees. 12.3 The fees for Services set forth in Exhibit E may be adjusted to reflect increases or decreases by Associations in interchange, assessment assessments or other Association fees or to pass through increases charged by third parties for on-line communications and similar items. SERVICERS shall notify CUSTOMER of all such adjustments. All such adjustments shall be Your CUSTOMER's responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association or other third party. You shall at all times be responsible for, payment of all fees and charges (including increases additions, or modification made thereto), without limitation, of any Credit Card Association, Network, card-issuing organization, telecommunications provider, federal, state, or local governmental authority (each a “Third Party”) including, without limitation any switch fee, issuer, reimbursement fee, adjustment fee, interchange fee, assessment fee or access fee, (collectively, “Third Party Fees”). 12.4 If You receive settlement funds by wire transfer, Servicers may charge wire transfer fees of ten dollars ($10) per wire, notwithstanding any lesser amount shown on Exhibit E, during any month in which the average daily settlement funds wire transferred to You are less than ten thousand dollars ($10,000). 12.5 In addition to the regular Chargeback fees, as set forth on Exhibit Ethe Schedules, You agree CUSTOMER agrees to pay Servicers SERVICERS any fines, fees, or penalties fines imposed on Servicers SERVICERS by any Association, resulting from Chargebacks and any other fines, fees or penalties fines imposed by an Association with respect to acts or omissions of YouCUSTOMER. 12.5 If CUSTOMER's Chargeback Percentage for any line of business exceeds an Association's industry chargeback percentage, CUSTOMER shall, in addition to the regular Chargeback fees due to SERVICERS and any applicable Chargeback handling fees or fines imposed by the applicable Association, pay SERVICERS the excessive Chargeback fee shown on the Schedules for all Chargebacks occurring in such month in such line(s) of business. Each industry chargeback percentage is subject to change from time to time by the Associations. 12.6 If CUSTOMER believes any adjustments should be made with respect to CUSTOMER's Settlement Account for any amounts due to or due from SERVICERS, CUSTOMER must notify SERVICERS in writing within 45 days after any debit or credit is or should have been effected. If CUSTOMER notifies SERVICERS after such time period, SERVICERS may, in their discretion, assist CUSTOMER, at CUSTOMER's expense, in investigating whether any adjustments are appropriate and whether any amounts are due to or from other parties, but SERVICERS shall not have any obligation to investigate or effect any such adjustments.