Merchant has complied with and shall remain in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of all federal, state, local and foreign governments and all agencies thereof, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure to comply. Merchant further represents and warrants that it shall not originate any Entries that constitute (i) improper outbound telemarketing in violation of the TSR or other applicable Rules; (ii) sales or marketing of advance-fee credit cards in violation of the TSR or other applicable Rules; (iii) restricted Internet gambling transactions; and/or (iv) unlawful Internet or other remote tobacco sales.
Merchant has. Chargebacks exceeding 1% of the total number of transactions completed by Merchant in any 30 calendar day period or shorter time period based on Merchant’s processing history; (i) excessive numbers of requests from consumers or issuing banks to retrieve documentation; (j) Merchant’s financial stability is in question or Merchant ceases doing business; (k) Merchant terminates this Agreement or (l) and any outstanding charges, losses or amounts for which Merchant is liable under this Agreement. Merchant shall have no right or ability to access, withdraw or transfer funds from the Merchant Reserve Account. Furthermore, Merchant authorizes MAS to monitor from time to time the Merchant Reserve Account to determine its adequacy and MAS may require Merchant to deposit additional amounts based upon Merchant’s processing history and/or anticipated risk of loss to MAS into the Reserve Account, the additional amounts of which shall be in MAS’ sole discretion. Further, MAS may fund the Merchant Reserve Account by deduction from payments due Merchant. The initial amount of the Merchant Reserve Account is provided for in the Addendum. The Merchant Reserve Account will be maintained for a minimum of 180 days after the later of the termination date of this Agreement or the date on which the last Chargeback is received or until such later time as MAS determines that the release of the funds to Merchant is prudent, in the best interest of MAS, and commercially reasonable, and that Xxxxxxxx’s account with MAS is fully resolved. Upon expiration of this 180-day period, any balance remaining in the Merchant Reserve Account may be released to Merchant. MAS will inform Xxxxxxxx in writing of any charges debited to the Merchant Reserve Account during this 180-day period. If, however, the Merchant Reserve Account is insufficient to cover Merchant’s indebtedness to MAS, then MAS shall submit a written demand for payment to Merchant, which Merchant shall remit the entire payment within 3 business days. Any dispute with regard to the Merchant Reserve Account shall be between MAS and Merchant and each waives any claims against BPPR for loss or damage arising out of any charges or debits to the Merchant Reserve Account.
