Common use of Fees for Services Clause in Contracts

Fees for Services. 5.4.1. PROCESSOR shall charge CUSTOMER a fee for the services provided herein, which shall be calculated and payable pursuant to the Pricing portion of the Agreement and any additional pricing supplements, which are hereby incorporated by reference herein. CUSTOMER acknowledges that the fees are based upon the qualification of CUSTOMER's transactions for certain reduced interchange fees as set by the applicable third party. If CUSTOMER's transactions fail to qualify for the reduced interchange fees, PROCESSOR shall process such transactions at the higher applicable interchange fees plus an additional 50 basis point (.50%) surcharge applied to the sales that failed to qualify. 5.4.2. In addition to annual fee increases which may be imposed by PROCESSOR and as otherwise set forth in this Agreement, the fees for PROCESSOR’s services may be adjusted to reflect increases or decreases in interchange, assessment and other fees or to pass through increases charged by third parties, including for on‐line communications. All such adjustments shall be CUSTOMER’s responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association or other party. 5.4.3. The fees for service by PROCESSOR are based upon assumptions associated with the anticipated annual volume and average transaction size for all services and CUSTOMER’s method of doing business. If the actual volume or average transaction size are not as expected or if CUSTOMER significantly alters its method of doing business, PROCESSOR may adjust CUSTOMER’s discount fee and transaction fees without prior notice. 5.4.4. CUSTOMER agrees to pay PROCESSOR any fees or fines imposed on PROCESSOR by any third party, including any Agency, NACHA, and the ODFI, resulting from Chargebacks, breaches of the Rules or applicable Laws, or with respect to acts or omissions of CUSTOMER. 5.4.5. If CUSTOMER’s Unauthorized Returns percentage as calculated by NACHA (using codes R05, R07, R10, R29 and/or R51) for any line of business exceeds the estimated industry Unauthorized Returns percentage, CUSTOMER shall be assessed any applicable handling fees or fines imposed by NACHA as a result of such Unauthorized Returns. In addition to the foregoing, CUSTOMER shall pay PROCESSOR any fee assessed by the ODFI as a result of excessive Unauthorized Returns. Each estimated industry Unauthorized Return percentage is subject to change from time to time by PROCESSOR in order to reflect changes in the industry percentages reported by NACHA. 5.4.6. If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account, CUSTOMER shall notify PROCESSOR in writing within 45 days after any debit or credit is or should have been effected. If CUSTOMER notifies PROCESSOR after such time period, PROCESSOR may, in its 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 PROCESSOR shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by PROCESSOR to assist CUSTOMER in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 5.4.7. CUSTOMER agrees that if a check is paid directly to CUSTOMER by Check Writer that he/she will collect the service fee of $25.00 or the maximum fees as allowed by the laws of that jurisdiction/state, whichever is the greater of the two. CUSTOMER agrees that a fee of 20% of face value of check will be charged on checks received thirty (30) days after Issuance.

Fees for Services. 5.4.1. PROCESSOR shall charge CUSTOMER a fee for the services provided herein, which shall be calculated and payable pursuant to the Pricing portion of the Agreement and any additional pricing supplements, which are hereby incorporated by reference herein. CUSTOMER acknowledges that shall pay PROCESSOR the fees are based upon and rates set forth in this Agreement plus all applicable taxes, as amended from time to time, by PROCESSOR. PROCESSOR reserves the qualification right to change, at its discretion, any Fees or Rates, by giving written notice to CUSTOMER. Such changes shall be effective as of the date of the notice. CUSTOMER's transactions for certain reduced interchange fees as set by the applicable third party. If CUSTOMER's transactions fail ’s failure to qualify for the reduced interchange feesgive PROCESSOR written notice of termination of this Agreement after such notice of changes, PROCESSOR shall process such transactions at the higher applicable interchange fees plus an additional 50 basis point (.50%) surcharge applied be deemed to the sales that failed to qualifyconstitute acceptance of changes. 5.4.2. In addition Unless otherwise agreed by PROCESSOR in writing, CUSTOMER authorizes PROCESSOR to annual fee increases debit all payments owed to PROCESSOR under this Agreement (including all chargebacks for Returns), and to credit all amounts owed to CUSTOMER under this Agreement to CUSTOMER’s account. If there are insufficient funds in CUSTOMER’s Account to pay amounts owed to PROCESSOR, including delinquent fees, CUSTOMER shall immediately reimburse PROCESSOR upon demand. PROCESSOR may, at its option, offset such amount against any amounts due CUSTOMER from PROCESSOR, including funding of transactions under this or any other Agreement between CUSTOMER and PROCESSOR. A delinquency charge of 1½ percent per month or the highest amount permitted by law, whichever is lower, shall be added to the outstanding balance of any transactions due an d all transactions previously authorized, during any period in which CUSTOMER’s account is delinquent. For any payment of services or charges provided herein, CUSTOMER agrees to pay PROCESSOR a Returned Item Fee of $25 or the maximum allowed by state law for such payment that is not paid by CUSTOMER’s bank upon presentment. CUSTOMER agrees that the Returned Item Fee may be imposed by PROCESSOR and as otherwise set forth in this Agreement, the fees for PROCESSOR’s services may be adjusted to reflect increases or decreases in interchange, assessment and other fees or to pass through increases charged by third parties, including for on‐line communications. All such adjustments shall be debited from CUSTOMER’s responsibility to pay and shall become effective upon account or Settlement funds. Annual Fees are applied annually on the date any such change is implemented by the applicable Association or other partyrenewal date. 5.4.3. The fees for service by PROCESSOR are based upon assumptions associated with the anticipated annual volume and average transaction size for all services and CUSTOMER’s method of doing business; including, but not limited to products/services being sold. If the actual volume or average transaction size are not as expected or if CUSTOMER significantly alters its method of doing business, PROCESSOR may adjust CUSTOMER’s discount fee and transaction fees without prior notice. 5.4.4. CUSTOMER agrees to pay PROCESSOR any fees or fines imposed on PROCESSOR by any third party, including any Agency, NACHANacha, and the ODFI, resulting from Chargebacks, breaches of the Rules or applicable Laws, or with respect to acts or omissions of CUSTOMER. 5.4.5. If CUSTOMER’s Unauthorized Returns percentage as calculated by NACHA Xxxxx (using codes R05, R07, R10, R11, R29 and/or R51; and as may change from time to time) for any line of business exceeds the estimated industry Xxxxx’s Unauthorized Returns percentagepercentage of 0.50% (which may change from time to time), CUSTOMER must also maintain Administrative Returns percentage as calculated by Xxxxx (using codes R02, R03, R04; and as may change from time to time) and Overall Returns percentage as calculated by Xxxxx (all Return codes, excluding RCK; and as may change from time to time) of 3% and 15% respectively (which may change from time to time). CUSTOMER shall be assessed any applicable handling fees or and/or fines imposed by NACHA Xxxxx as a result of such Unauthorized Returnsexceeding any Return category thresholds. In addition to the foregoing, CUSTOMER shall pay PROCESSOR any fee assessed by the ODFI as a result of excessive Unauthorized Returns. Each estimated industry Unauthorized exceeding this Return percentage is subject to change from time to time by PROCESSOR in order to reflect changes in the industry percentages reported by NACHAcategory thresholds. 5.4.6. If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account, CUSTOMER shall notify PROCESSOR in writing within 45 days after any debit or credit is or should have been effected. If CUSTOMER notifies PROCESSOR after such time period, PROCESSOR may, in its 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 PROCESSOR shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by PROCESSOR to assist CUSTOMER in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 5.4.7. CUSTOMER agrees that if All Fees and Rates are due and payable upon receipt. PROCESSOR reserves the right to suspend its services and obligations to CUSTOMER, including payment of any transactions due and all transactions previously authorized, during any period in which CUSTOMER’s account is delinquent. Continuance of service and payment during any period of delinquency shall not constitute a check is paid directly to CUSTOMER by Check Writer that he/she will collect the service fee waiver of $25.00 PROCESSOR’s right of suspension or the maximum fees as allowed by the laws of that jurisdiction/state, whichever is the greater of the two. CUSTOMER agrees that a fee of 20% of face value of check will be charged on checks received thirty (30) days after Issuancetermination.

Fees for Services. 5.4.16.4.1. PROCESSOR shall charge CUSTOMER a fee for the services provided herein, which shall be calculated and payable pursuant to the Pricing portion of the Agreement and any additional pricing supplements, which are hereby incorporated by reference herein. CUSTOMER acknowledges that the fees are based upon the qualification of CUSTOMER's transactions for certain reduced interchange fees as set by the applicable third party. If CUSTOMER's transactions fail to qualify for the reduced interchange fees, PROCESSOR shall process such transactions at the higher applicable interchange fees plus an additional 50 basis point (.50%) surcharge applied to the sales that failed to qualify. 5.4.26.4.2. In addition to annual fee increases which may be imposed by PROCESSOR and as otherwise set forth in this Agreement, the fees for PROCESSOR’s services may be adjusted to reflect increases or decreases in interchange, assessment and other fees or to pass through increases charged by third parties, including for on‐line on‐ line communications. All such adjustments shall be CUSTOMER’s responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association or other party. 5.4.36.4.3. The fees for service by PROCESSOR are based upon assumptions associated with the anticipated annual volume and average transaction size for all services and CUSTOMER’s method of doing business. If the actual volume or average transaction size are not as expected or if CUSTOMER significantly alters its method of doing business, PROCESSOR may adjust CUSTOMER’s discount fee and transaction fees without prior notice. 5.4.46.4.4. CUSTOMER agrees to pay PROCESSOR any fees or fines imposed on PROCESSOR by any third party, including any Agency, NACHA, and the ODFI, resulting from Chargebacks, breaches of the Rules or applicable Laws, or with respect to acts or omissions of CUSTOMER. 5.4.56.4.5. If CUSTOMER’s Unauthorized Returns Chargeback percentage as calculated by NACHA (using codes R05, R07, R10, R29 and/or R51) for any line of business exceeds the estimated industry Unauthorized Returns Chargeback percentage, CUSTOMER shall be assessed shall, in addition to the Chargeback fees and any applicable Chargeback handling fees or fines imposed by NACHA as a result of such Unauthorized Returns. In addition to the foregoingfines, CUSTOMER shall pay PROCESSOR any an excessive Chargeback fee assessed by the ODFI as a result for all Chargebacks occurring in such month in such line(s) of excessive Unauthorized Returnsbusiness. Each estimated industry Unauthorized Return Chargeback percentage is subject to change from time to time by PROCESSOR in order to reflect changes in the industry percentages Chargeback percentage reported by NACHA. 5.4.66.4.6. If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account, CUSTOMER shall notify PROCESSOR in writing within 45 days after any debit or credit is or should have been effected. If CUSTOMER notifies PROCESSOR after such time period, PROCESSOR may, in its 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 PROCESSOR shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by PROCESSOR to assist CUSTOMER in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 5.4.76.4.7. CUSTOMER agrees that if a check is paid directly to CUSTOMER by Check Writer that he/she will collect the service fee of $25.00 or the maximum fees as allowed by the laws of that jurisdiction/state, whichever is the greater of the two. CUSTOMER agrees that a fee of 20% of face value of check will be charged on checks received thirty (30) days after Issuance.

Fees for Services. 5.4.1. PROCESSOR shall charge CUSTOMER a fee for the services provided herein, which shall be calculated and payable pursuant to the Pricing portion of the Agreement and any additional pricing supplements, which are hereby incorporated by reference herein. CUSTOMER acknowledges that shall pay PROCESSOR the fees are based upon and rates set forth in this Agreement plus all applicable taxes, as amended from time to time, by PROCESSOR. PROCESSOR reserves the qualification right to change, at its discretion, any Fees or Rates, by giving written notice to CUSTOMER. Such changes shall be effective as of the date of the notice. CUSTOMER's transactions for certain reduced interchange fees as set by the applicable third party. If CUSTOMER's transactions fail ’s failure to qualify for the reduced interchange feesgive PROCESSOR written notice of termination of this Agreement after such notice of changes, PROCESSOR shall process such transactions at the higher applicable interchange fees plus an additional 50 basis point (.50%) surcharge applied be deemed to the sales that failed to qualifyconstitute acceptance of changes. 5.4.2. In addition Unless otherwise agreed by PROCESSOR in writing, CUSTOMER authorizes PROCESSOR to annual fee increases debit all payments owed to PROCESSOR under this Agreement (including all chargebacks for Returns), and to credit all amounts owed to CUSTOMER under this Agreement to CUSTOMER’s account. If there are insufficient funds in CUSTOMER’s Account to pay amounts owed to PROCESSOR, including delinquent fees, CUSTOMER shall immediately reimburse PROCESSOR upon demand. PROCESSOR may, at its option, offset such amount against any amounts due CUSTOMER from PROCESSOR, including funding of transactions under this or any other Agreement between CUSTOMER and PROCESSOR. A delinquency charge of 1½ percent per month or the highest amount permitted by law, whichever is lower, shall be added to the outstanding balance of any transactions due and all transactions previously authorized, during any period in which CUSTOMER’s account is delinquent. For any payment of services or charges provided herein, CUSTOMER agrees to pay PROCESSOR a Returned Item Fee of $25 or the maximum allowed by state law for such payment that is not paid by CUSTOMER’s bank upon presentment. CUSTOMER agrees that the Returned Item Fee may be imposed by PROCESSOR and as otherwise set forth in this Agreement, the fees for PROCESSOR’s services may be adjusted to reflect increases or decreases in interchange, assessment and other fees or to pass through increases charged by third parties, including for on‐line communications. All such adjustments shall be debited from CUSTOMER’s responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association account or other partySettlement funds. 5.4.3. The fees for service by PROCESSOR are based upon assumptions associated with the anticipated annual volume and average transaction size for all services and CUSTOMER’s method of doing business; including, but not limited to products/services being sold. If the actual volume or average transaction size are not as expected or if CUSTOMER significantly alters its method of doing business, PROCESSOR may adjust CUSTOMER’s discount fee and transaction fees without prior notice.notice.‌ 5.4.4. CUSTOMER agrees to pay PROCESSOR any fees or fines imposed on PROCESSOR by any third party, including any Agency, NACHANacha, and the ODFI, resulting from Chargebacks, breaches of the Rules or applicable Laws, or with respect to acts or omissions of CUSTOMER. 5.4.5. If CUSTOMER’s Unauthorized Returns percentage as calculated by NACHA Nacha (using codes R05, R07, R10, R11, R29 and/or R51; and as may change from time to time) for any line of business exceeds the estimated industry Nacha’s Unauthorized Returns percentagepercentage of 0.50% (which may change from time to time), CUSTOMER must also maintain Administrative Returns percentage as calculated by Nacha (using codes R02, R03, R04; and as may change from time to time) and Overall Returns percentage as calculated by Nacha (all Return codes, excluding RCK; and as may change from time to time) of 3% and 15% respectively (which may change from time to time). CUSTOMER shall be assessed any applicable handling fees or and/or fines imposed by NACHA Nacha as a result of such Unauthorized Returnsexceeding any Return category thresholds. In addition to the foregoing, CUSTOMER shall pay PROCESSOR any fee assessed by the ODFI as a result of excessive Unauthorized Returns. Each estimated industry Unauthorized exceeding this Return percentage is subject to change from time to time by PROCESSOR in order to reflect changes in the industry percentages reported by NACHAcategory thresholds. 5.4.6. If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account, CUSTOMER shall notify PROCESSOR in writing within 45 days after any debit or credit is or should have been effected. If CUSTOMER notifies PROCESSOR after such time period, PROCESSOR may, in its 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 PROCESSOR shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by PROCESSOR to assist CUSTOMER in investigating such matters shall not create any obligation to continue such investigation or any future investigation.investigation.‌ 5.4.7. CUSTOMER agrees that if All Fees and Rates are due and payable upon receipt. PROCESSOR reserves the right to suspend its services and obligations to CUSTOMER, including payment of any transactions due and all transactions previously authorized, during any period in which CUSTOMER’s account is delinquent. Continuance of service and payment during any period of delinquency shall not constitute a check is paid directly to CUSTOMER by Check Writer that he/she will collect the service fee waiver of $25.00 PROCESSOR’s right of suspension or the maximum fees as allowed by the laws of that jurisdiction/state, whichever is the greater of the two. CUSTOMER agrees that a fee of 20% of face value of check will be charged on checks received thirty (30) days after Issuancetermination.

Fees for Services. 5.4.1. PROCESSOR shall charge CUSTOMER a fee for the services provided herein, which shall be calculated and payable pursuant to the Pricing portion of the Agreement and any additional pricing supplements, which are hereby incorporated by reference herein. CUSTOMER acknowledges that shall pay PROCESSOR the fees are based upon and rates set forth in this Agreement plus all applicable taxes, as amended from time to time, by PROCESSOR. PROCESSOR reserves the qualification right to change, at its discretion, any Fees or Rates, by giving written notice to CUSTOMER. Such changes shall be effective as of the date of the notice. CUSTOMER's transactions for certain reduced interchange fees as set by the applicable third party. If CUSTOMER's transactions fail ’s failure to qualify for the reduced interchange feesgive PROCESSOR written notice of termination of this Agreement after such notice of changes, PROCESSOR shall process such transactions at the higher applicable interchange fees plus an additional 50 basis point (.50%) surcharge applied be deemed to the sales that failed to qualifyconstitute acceptance of changes. 5.4.2. In addition Unless otherwise agreed by PROCESSOR in writing, CUSTOMER authorizes PROCESSOR to annual fee increases debit all payments owed to PROCESSOR under this Agreement (including all chargebacks for Returns), and to credit all amounts owed to CUSTOMER under this Agreement to CUSTOMER’s account. If there are insufficient funds in CUSTOMER’s Account to pay amounts owed to PROCESSOR, including delinquent fees, CUSTOMER shall immediately reimburse PROCESSOR upon demand. PROCESSOR may, at its option, offset such amount against any amounts due CUSTOMER from PROCESSOR, including funding of transactions under this or any other Agreement between CUSTOMER and PROCESSOR. A delinquency charge of 1½ percent per month or the highest amount permitted by law, whichever is lower, shall be added to the outstanding balance of any transactions due and all transactions previously authorized, during any period in which CUSTOMER’s account is delinquent. For any payment of services or charges provided herein, CUSTOMER agrees to pay PROCESSOR a Returned Item Fee of $25 or the maximum allowed by state law for such payment that is not paid by CUSTOMER’s bank upon presentment. CUSTOMER agrees that the Returned Item Fee may be imposed by PROCESSOR and as otherwise set forth in this Agreement, the fees for PROCESSOR’s services may be adjusted to reflect increases or decreases in interchange, assessment and other fees or to pass through increases charged by third parties, including for on‐line communications. All such adjustments shall be debited from CUSTOMER’s responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association account or other partySettlement funds. 5.4.3. The fees for service by PROCESSOR are based upon assumptions associated with the anticipated annual volume and average transaction size for all services and CUSTOMER’s method of doing business; including, but not limited to products/services being sold. If the actual volume or average transaction size are not as expected or if CUSTOMER significantly alters its method of doing business, PROCESSOR may adjust CUSTOMER’s discount fee and transaction fees without prior notice.notice.‌ 5.4.4. CUSTOMER agrees to pay PROCESSOR any fees or fines imposed on PROCESSOR by any third party, including any Agency, NACHANacha, and the ODFI, resulting from Chargebacks, breaches of the Rules or applicable Laws, or with respect to acts or omissions of CUSTOMER. 5.4.5. If CUSTOMER’s Unauthorized Returns percentage as calculated by NACHA Xxxxx (using codes R05, R07, R10, R11, R29 and/or R51; and as may change from time to time) for any line of business exceeds the estimated industry Xxxxx’s Unauthorized Returns percentagepercentage of 0.50% (which may change from time to time), CUSTOMER must also maintain Administrative Returns percentage as calculated by Xxxxx (using codes R02, R03, R04; and as may change from time to time) and Overall Returns percentage as calculated by Xxxxx (all Return codes, excluding RCK; and as may change from time to time) of 3% and 15% respectively (which may change from time to time). CUSTOMER shall be assessed any applicable handling fees or and/or fines imposed by NACHA Xxxxx as a result of such Unauthorized Returnsexceeding any Return category thresholds. In addition to the foregoing, CUSTOMER shall pay PROCESSOR any fee assessed by the ODFI as a result of excessive Unauthorized Returns. Each estimated industry Unauthorized exceeding this Return percentage is subject to change from time to time by PROCESSOR in order to reflect changes in the industry percentages reported by NACHAcategory thresholds. 5.4.6. If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account, CUSTOMER shall notify PROCESSOR in writing within 45 days after any debit or credit is or should have been effected. If CUSTOMER notifies PROCESSOR after such time period, PROCESSOR may, in its 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 PROCESSOR shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by PROCESSOR to assist CUSTOMER in investigating such matters shall not create any obligation to continue such investigation or any future investigation.investigation.‌ 5.4.7. CUSTOMER agrees that if All Fees and Rates are due and payable upon receipt. PROCESSOR reserves the right to suspend its services and obligations to CUSTOMER, including payment of any transactions due and all transactions previously authorized, during any period in which CUSTOMER’s account is delinquent. Continuance of service and payment during any period of delinquency shall not constitute a check is paid directly to CUSTOMER by Check Writer that he/she will collect the service fee waiver of $25.00 PROCESSOR’s right of suspension or the maximum fees as allowed by the laws of that jurisdiction/state, whichever is the greater of the two. CUSTOMER agrees that a fee of 20% of face value of check will be charged on checks received thirty (30) days after Issuancetermination.

Fees for Services. 5.4.16.4.1. PROCESSOR shall charge CUSTOMER a fee for the services provided herein, which shall be calculated and payable pursuant to the Pricing portion of the Agreement and any additional pricing supplements, which are hereby incorporated by reference herein. CUSTOMER acknowledges that the fees are based upon the qualification of CUSTOMER's transactions for certain reduced interchange fees as set by the applicable third party. If CUSTOMER's transactions fail to qualify for the reduced interchange fees, PROCESSOR shall process such transactions at the higher applicable interchange fees plus an additional 50 basis point (.50%) surcharge applied to the sales that failed to qualify. 5.4.26.4.2. In addition to annual fee increases which may be imposed by PROCESSOR and as otherwise set forth in this Agreement, the fees for PROCESSOR’s services may be adjusted to reflect increases or decreases in interchange, assessment and other fees or to pass through increases charged by third parties, including for on‐line communications. All such adjustments shall be CUSTOMER’s responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association or other party. 5.4.36.4.3. The fees for service by PROCESSOR are based upon assumptions associated with the anticipated annual volume and average transaction size for all services and CUSTOMER’s method of doing business. If the actual volume or average transaction size are not as expected or if CUSTOMER significantly alters its method of doing business, PROCESSOR may adjust CUSTOMER’s discount fee and transaction fees without prior notice., 5.4.46.4.4. CUSTOMER agrees to pay PROCESSOR any fees or fines imposed on PROCESSOR by any third party, including any Agency, NACHA, and the ODFI, resulting from Chargebacks, breaches of the Rules or applicable Laws, or with respect to acts or omissions of CUSTOMER. 5.4.56.4.5. If CUSTOMER’s Unauthorized Returns Chargeback percentage as calculated by NACHA (using codes R05, R07, R10, R29 and/or R51) for any line of business exceeds the estimated industry Unauthorized Returns Chargeback percentage, CUSTOMER shall be assessed shall, in addition to the Chargeback fees and any applicable Chargeback handling fees or fines imposed by NACHA as a result of such Unauthorized Returns. In addition to the foregoingfines, CUSTOMER shall pay PROCESSOR any an excessive Chargeback fee assessed by the ODFI as a result for all Chargebacks occurring in such month in such line(s) of excessive Unauthorized Returnsbusiness. Each estimated industry Unauthorized Return Chargeback percentage is subject to change from time to time by PROCESSOR in order to reflect changes in the industry percentages Chargeback percentage reported by NACHA. 5.4.66.4.6. If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account, CUSTOMER shall notify PROCESSOR in writing within 45 days after any debit or credit is or should have been effected. If CUSTOMER notifies PROCESSOR after such time period, PROCESSOR may, in its 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 PROCESSOR shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by PROCESSOR to assist CUSTOMER in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 5.4.76.4.7. CUSTOMER agrees that if a check is paid directly to CUSTOMER by Check Writer that he/she will collect the service fee of $25.00 or the maximum fees as allowed by the laws of that jurisdiction/state, whichever is the greater of the two. CUSTOMER agrees that a fee of 20% of face value of check will be charged on checks received thirty (30) days after Issuance.

Fees for Services. 5.4.1. PROCESSOR shall charge CUSTOMER a fee for the services provided herein, which shall be calculated and payable pursuant to the Pricing portion of the Agreement and any additional pricing supplements, which are hereby incorporated by reference herein. CUSTOMER acknowledges that shall pay PROCESSOR the fees are based upon and rates set forth in this Agreement plus all applicable taxes, as amended from time to time, by PROCESSOR. PROCESSOR reserves the qualification right to change, at its discretion, any Fees or Rates, by giving written notice to CUSTOMER. Such changes shall be effective as of the date of the notice. CUSTOMER's transactions for certain reduced interchange fees as set by the applicable third party. If CUSTOMER's transactions fail ’s failure to qualify for the reduced interchange feesgive PROCESSOR written notice of termination of this Agreement after such notice of changes, PROCESSOR shall process such transactions at the higher applicable interchange fees plus an additional 50 basis point (.50%) surcharge applied be deemed to the sales that failed to qualifyconstitute acceptance of changes. 5.4.2. In addition Unless otherwise agreed by PROCESSOR in writing, CUSTOMER authorizes PROCESSOR to annual fee increases debit all payments owed to PROCESSOR under this Agreement (including all chargebacks for Returns), and to credit all amounts owed to CUSTOMER under this Agreement to CUSTOMER’s account. If there are insufficient funds in CUSTOMER’s Account to pay amounts owed to PROCESSOR, including delinquent fees, CUSTOMER shall immediately reimburse PROCESSOR upon demand. PROCESSOR may, at its option, offset such amount against any amounts due CUSTOMER from PROCESSOR, including funding of transactions under this or any other Agreement between CUSTOMER and PROCESSOR. A delinquency charge of 1½ percent per month or the highest amount permitted by law, whichever is lower, shall be added to the outstanding balance of any transactions due and all transactions previously authorized, during any period in which CUSTOMER’s account is delinquent. For any payment of services or charges provided herein, CUSTOMER agrees to pay PROCESSOR a Returned Item Fee of $25 or the maximum allowed by state law for such payment that is not paid by CUSTOMER’s bank upon presentment. CUSTOMER agrees that the Returned Item Fee may be imposed by PROCESSOR and as otherwise set forth in this Agreement, the fees for PROCESSOR’s services may be adjusted to reflect increases or decreases in interchange, assessment and other fees or to pass through increases charged by third parties, including for on‐line communications. All such adjustments shall be debited from CUSTOMER’s responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association account or other partySettlement funds. 5.4.3. The fees for service by PROCESSOR are based upon assumptions associated with the anticipated annual volume and average transaction size for all services and CUSTOMER’s method of doing business; including, but not limited to products/services being sold. If the actual volume or average transaction size are not as expected or if CUSTOMER significantly alters its method of doing business, PROCESSOR may adjust CUSTOMER’s discount fee and transaction fees without prior notice. 5.4.4. CUSTOMER agrees to pay PROCESSOR any fees or fines imposed on PROCESSOR by any third party, including any Agency, NACHANacha, and the ODFI, resulting from Chargebacks, breaches of the Rules or applicable Laws, or with respect to acts or omissions of CUSTOMER. 5.4.5. If CUSTOMER’s Unauthorized Returns percentage as calculated by NACHA Xxxxx (using codes R05, R07, R10, R11, R29 and/or R51; and as may change from time to time) for any line of business exceeds the estimated industry Xxxxx’s Unauthorized Returns percentagepercentage of 0.50% (which may change from time to time), CUSTOMER must also maintain Administrative Returns percentage as calculated by Xxxxx (using codes R02, R03, R04; and as may change from time to time) and Overall Returns percentage as calculated by Xxxxx (all Return codes, excluding RCK; and as may change from time to time) of 3% and 15% respectively (which may change from time to time). CUSTOMER shall be assessed any applicable handling fees or and/or fines imposed by NACHA Xxxxx as a result of such Unauthorized Returnsexceeding any Return category thresholds. In addition to the foregoing, CUSTOMER shall pay PROCESSOR any fee assessed by the ODFI as a result of excessive Unauthorized Returns. Each estimated industry Unauthorized exceeding this Return percentage is subject to change from time to time by PROCESSOR in order to reflect changes in the industry percentages reported by NACHA.category thresholds.‌ 5.4.6. If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account, CUSTOMER shall notify PROCESSOR in writing within 45 days after any debit or credit is or should have been effected. If CUSTOMER notifies PROCESSOR after such time period, PROCESSOR may, in its 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 PROCESSOR shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by PROCESSOR to assist CUSTOMER in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 5.4.7. CUSTOMER agrees that if All Fees and Rates are due and payable upon receipt. PROCESSOR reserves the right to suspend its services and obligations to CUSTOMER, including payment of any transactions due and all transactions previously authorized, during any period in which CUSTOMER’s account is delinquent. Continuance of service and payment during any period of delinquency shall not constitute a check is paid directly to CUSTOMER by Check Writer that he/she will collect the service fee waiver of $25.00 PROCESSOR’s right of suspension or the maximum fees as allowed by the laws of that jurisdiction/state, whichever is the greater of the two. CUSTOMER agrees that a fee of 20% of face value of check will be charged on checks received thirty (30) days after Issuance.termination.‌

Fees for Services. 5.4.1. PROCESSOR shall charge CUSTOMER a fee for the services provided herein, which shall be calculated and payable pursuant to the Pricing portion of the Agreement and any additional pricing supplements, which are hereby incorporated by reference herein. CUSTOMER acknowledges that shall pay PROCESSOR the fees are based upon and rates set forth in this Agreement plus all applicable taxes, as amended from time to time, by PROCESSOR. PROCESSOR reserves the qualification right to change, at its discretion, any Fees or Rates, by giving written notice to CUSTOMER. Such changes shall be effective as of the date of the notice. CUSTOMER's transactions for certain reduced interchange fees as set by the applicable third party. If CUSTOMER's transactions fail ’s failure to qualify for the reduced interchange feesgive PROCESSOR written notice of termination of this Agreement after such notice of changes, PROCESSOR shall process such transactions at the higher applicable interchange fees plus an additional 50 basis point (.50%) surcharge applied be deemed to the sales that failed to qualifyconstitute acceptance of changes. 5.4.2. In addition Unless otherwise agreed by PROCESSOR in writing, CUSTOMER authorizes PROCESSOR to annual fee increases debit all payments owed to PROCESSOR under this Agreement (including all chargebacks for Returns), and to credit all amounts owed to CUSTOMER under this Agreement to CUSTOMER’s account. If there are insufficient funds in CUSTOMER’s Account to pay amounts owed to PROCESSOR, including delinquent fees, CUSTOMER shall immediately reimburse PROCESSOR upon demand. PROCESSOR may, at its option, offset such amount against any amounts due CUSTOMER from PROCESSOR, including funding of transactions under this or any other Agreement between CUSTOMER and PROCESSOR. A delinquency charge of 1½ percent per month or the highest amount permitted by law, whichever is lower, shall be added to the outstanding balance of any transactions due and all transactions previously authorized, during any period in which CUSTOMER’s account is delinquent. For any payment of services or charges provided herein, CUSTOMER agrees to pay PROCESSOR a Returned Item Fee of $25 or the maximum allowed by state law for such payment that is not paid by CUSTOMER’s bank upon presentment. CUSTOMER agrees that the Returned Item Fee may be imposed by PROCESSOR and as otherwise set forth in this Agreement, the fees for PROCESSOR’s services may be adjusted to reflect increases or decreases in interchange, assessment and other fees or to pass through increases charged by third parties, including for on‐line communications. All such adjustments shall be debited from CUSTOMER’s responsibility to pay and shall become effective upon the date any such change is implemented by the applicable Association account or other partySettlement funds. 5.4.3. The fees for service by PROCESSOR are based upon assumptions associated with the anticipated annual volume and average transaction size for all services and CUSTOMER’s method of doing business; including, but not limited to products/services being sold. If the actual volume or average transaction size are not as expected or if CUSTOMER significantly alters its method of doing business, PROCESSOR may adjust CUSTOMER’s discount fee and transaction fees without prior notice. 5.4.4. CUSTOMER agrees to pay PROCESSOR any fees or fines imposed on PROCESSOR by any third party, including any Agency, NACHANacha, and the ODFI, resulting from Chargebacks, breaches of the Rules or applicable Laws, or with respect to acts or omissions of CUSTOMER. 5.4.5. If CUSTOMER’s Unauthorized Returns percentage as calculated by NACHA Xxxxx (using codes R05, R07, R10, R11, R29 and/or R51; and as may change from time to time) for any line of business exceeds the estimated industry Xxxxx’s Unauthorized Returns percentagepercentage of 0.50% (which may change from time to time), CUSTOMER must also maintain Administrative Returns percentage as calculated by Xxxxx (using codes R02, R03, R04; and as may change from time to time) and Overall Returns percentage as calculated by Xxxxx (all Return codes, excluding RCK; and as may change from time to time) of 3% and 15% respectively (which may change from time to time). CUSTOMER shall be assessed any applicable handling fees or and/or fines imposed by NACHA Xxxxx as a result of such Unauthorized Returnsexceeding any Return category thresholds. In addition to the foregoing, CUSTOMER shall pay PROCESSOR any fee assessed by the ODFI as a result of excessive Unauthorized Returns. Each estimated industry Unauthorized exceeding this Return percentage is subject to change from time to time by PROCESSOR in order to reflect changes in the industry percentages reported by NACHAcategory thresholds. 5.4.6. If CUSTOMER believes any adjustments should be made with respect to CUSTOMER’s Settlement Account, CUSTOMER shall notify PROCESSOR in writing within 45 days after any debit or credit is or should have been effected. If CUSTOMER notifies PROCESSOR after such time period, PROCESSOR may, in its 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 PROCESSOR shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by PROCESSOR to assist CUSTOMER in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 5.4.7. CUSTOMER agrees that if All Fees and Rates are due and payable upon receipt. PROCESSOR reserves the right to suspend its services and obligations to CUSTOMER, including payment of any transactions due and all transactions previously authorized, during any period in which CUSTOMER’s account is delinquent. Continuance of service and payment during any period of delinquency shall not constitute a check is paid directly to CUSTOMER by Check Writer that he/she will collect the service fee waiver of $25.00 PROCESSOR’s right of suspension or the maximum fees as allowed by the laws of that jurisdiction/state, whichever is the greater of the two. CUSTOMER agrees that a fee of 20% of face value of check will be charged on checks received thirty (30) days after Issuancetermination.