Common use of Merchant’s Representations and Warranties Clause in Contracts

Merchant’s Representations and Warranties. Upon signing the Merchant Application, and each time Merchant submits a Transaction, Merchant represents and warrants to Clearent and Bank that: (a) each Transaction delivered hereunder represents a bona fide sale to a valid Cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the Cardholder, free from any claim demand, defense setoff or other adverse claim whatsoever; (b) each sales slip or other evidence of indebtedness accurately describes the goods and services which have been sold and delivered to the Cardholder; (c) Merchant has fully complied with this Merchant Agreement and all applicable Laws and the Card Brand Rules; (d) Merchant has fulfilled completely all of its obligations to the Cardholder and will resolve any customer dispute or complaint directly with the Cardholder; (e) the signature on the sales slip is genuine and authorized by Cardholder and not forged or unauthorized; (f) the Transaction has been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the Card Brand Rules; (g) none of the Transactions submitted hereunder represents sales to any principal, partner, proprietor, or owner of Merchant; (h) without limiting the generality of the foregoing, each Transaction and the handling, retention, and storage of information related thereto, complies with the Card Brand Rules as it relates to cardholder and transaction information security, including without limitation PCI DSS, Visa’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection Program (“SDP”), Discover Information Security Compliance (“DISC”), and American Express’s Data Security Requirements (“DSR”); (i) all of the information contained in the Merchant Application was true as of the date Merchant signed the Merchant Application agreeing to be bound by this Merchant Agreement; (j) there have been no materially adverse changes in information provided in the Merchant Application or in Merchant’s financial condition or management; (k) Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant’s business or the product lines that

Merchant’s Representations and Warranties. Upon signing the Merchant Application, and each time Merchant submits a TransactionCharge, Merchant represents and warrants to Clearent and Bank that: (a) each Transaction delivered hereunder represents a bona fide sale to a valid Cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the Cardholder, free from any claim demand, defense setoff or other adverse claim whatsoever; (b) each sales slip or other evidence of indebtedness accurately describes the goods and services which have been sold and delivered to the Cardholder; (c) : i. Merchant has fully complied with abided by this Merchant Agreement Agreement, and all applicable Laws laws, rules and regulations, and the Card Brand Rules; (d) Merchant has fulfilled completely all of its obligations to Operating Rules for the Cardholder and will resolve any customer dispute or complaint directly with the Cardholder; (e) the signature Charge; ii. Each statement made on the sales slip is genuine Application and authorized by Cardholder all information contained therein was true and not forged or unauthorized; (f) the Transaction has been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the Card Brand Rules; (g) none of the Transactions submitted hereunder represents sales to any principal, partner, proprietor, or owner of Merchant; (h) without limiting the generality of the foregoing, each Transaction and the handling, retentioncorrect, and storage properly reflects the business, financial condition, Principals, owners, and/or officers of information related thereto, complies with the Card Brand Rules as it relates to cardholder and transaction information security, including without limitation PCI DSS, Visa’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection Program (“SDP”), Discover Information Security Compliance (“DISC”), and American Express’s Data Security Requirements (“DSR”); (i) all of the information contained in the Merchant Application was true as of the date Merchant signed the Merchant Application agreeing to be bound by this Merchant Agreement; (j) there ; iii. There have been no materially adverse changes in information provided in the Merchant Application or in Merchant’s financial condition condition, or management; (k) ; iv. Merchant is a corporation, limited liability company, partnership, governmental agency, or sole proprietorship validly existing and organized in the United States, Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant’s business or the product lines thatthat Merchant sells not previously disclosed; v. The Charge is genuine and arises from a bona fide sale of merchandise or services by Merchant, within the scope of Merchant’s normal course of business as described on the Merchant Application and approved by Bank, represents a valid obligation for the amount shown on the Charge Record, and does not involve the use of the Card for any other purpose; vi. Merchant has title to the Charge, there are no liens or other encumbrances on it, and Merchant has the authority to convey the Charge for processing; vii. The Charge is not subject to any dispute, set‐off, or counterclaim; viii. The Charge has not been previously presented for processing unless allowed by the Operating Rules; ix. Each statement on the Charge is true and correct, and Merchant has no knowledge of facts that would impair the validity or collectability of the amount of the Charge; x. Merchant has completed only one Charge per sale, or one Charge per shipment of merchandise where the Cardholder has agreed to partial shipments; xi. The person who executed the Application on behalf of the Merchant has the full power and authority to execute the Application, to enter into and perform under this Agreement, and that person is duly authorized to execute documents and take any action on behalf of Merchant which may be required by Bank now or in the future; xii. This Agreement is the legal, valid, and binding obligation of the Merchant enforceable against the Merchant and any Guarantor(s) in accordance with its terms; xiii. Merchant shall submit transactions and/or Charges only in accordance with the information contained in the Application and the terms of this Agreement;

Merchant’s Representations and Warranties. Upon signing the Merchant Application, and each time Merchant submits a Transaction, Merchant represents and warrants to Clearent and Bank that: (a) each Transaction delivered hereunder represents a bona fide sale to a valid Cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the Cardholder, free from any claim demand, defense setoff or other adverse claim whatsoever; (b) each sales slip or other evidence of indebtedness accurately describes the goods and services which have been sold and delivered to the Cardholder; (c) Merchant has fully complied with this Merchant Agreement and all applicable Laws and the Card Brand Rules; (d) Merchant has fulfilled completely all of its obligations to the Cardholder and will resolve any customer dispute or complaint directly with the Cardholder; (e) the signature on the sales slip is genuine and authorized by Cardholder and not forged or unauthorized; (f) the Transaction has been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the Card Brand Rules; (g) none of the Transactions submitted hereunder represents sales to any principal, partner, proprietor, or owner of Merchant; (h) without limiting the generality of the foregoing, each Transaction and the handling, retention, and storage of information related thereto, complies with the Card Brand Rules as it relates to cardholder and transaction information security, including without limitation PCI DSS, Visa’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection Program (“SDP”), Discover Information Security Compliance (“DISC”), and American Express’s Data Security Requirements (“DSR”); (i) all of the information contained in the Merchant Application was true as of the date Merchant signed the Merchant Application agreeing to be bound by this Merchant Agreement; (j) there have been no materially adverse changes in information provided in the Merchant Application or in Merchant’s financial condition or management; (k) Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant’s business or the product lines that’s

Merchant’s Representations and Warranties. Upon signing the Merchant Application, and each time Merchant submits a Transaction, Merchant represents and warrants to Clearent and Bank that: (a) each Transaction delivered hereunder represents a bona fide sale to a valid Cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the Cardholder, free from any claim demand, defense setoff or other adverse claim whatsoever; (b) each sales slip or other evidence of indebtedness accurately describes the goods and services which have been sold and delivered to the Cardholder; (c) Merchant has fully complied with this Merchant Agreement and all applicable Laws and the Card Brand Rules; (d) Merchant has fulfilled completely all of its obligations to the Cardholder and will resolve any customer dispute or complaint directly with the Cardholder; (e) the signature on the sales slip is genuine and authorized by Cardholder and not forged or unauthorized; (f) the Transaction has been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the Card Brand Rules; (g) none of the Transactions submitted hereunder represents sales to any principal, partner, proprietor, or owner of Merchant; (h) without limiting the generality of the foregoing, each Transaction and the handling, retention, and storage of information related thereto, complies with the Card Brand Rules as it relates to cardholder and transaction information security, including without limitation PCI DSS, Visa’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection Program (“SDP”), Discover Information Security Compliance (“DISC”), and American Express’s Data Security Requirements (“DSR”); (i) all of the information contained in the Merchant Application was true as of the date Merchant signed the Merchant Application agreeing to be bound by this Merchant Agreement; (j) there have been no materially adverse changes in information provided in the Merchant Application or in Merchant’s financial condition or management; (k) Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant’s business or the product lines thatthat Xxxxxxxx sells not previously disclosed; (l) the person who executes the Merchant Application on behalf of Merchant has the full power and authority to execute the Merchant Application and to enter into this Merchant Agreement; (m) this Merchant Agreement is the legal, valid, and binding obligation of the Merchant enforceable against the Merchant in accordance with its terms;

Merchant’s Representations and Warranties. Upon signing the Merchant Application, and each time Merchant submits a TransactionCharge, Merchant represents and warrants to Clearent and Bank that: (a) each Transaction delivered hereunder represents a bona fide sale to a valid Cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the Cardholder, free from any claim demand, defense setoff or other adverse claim whatsoever; (b) each sales slip or other evidence of indebtedness accurately describes the goods and services which have been sold and delivered to the Cardholder; (c) : i. Merchant has fully complied with abided by this Merchant Agreement Agreement, and all applicable Laws laws, rules and regulations, and the Card Brand Rules; (d) Merchant has fulfilled completely all of its obligations to Operating Rules for the Cardholder and will resolve any customer dispute or complaint directly with the Cardholder; (e) the signature Charge; ii. Each statement made on the sales slip is genuine Application and authorized by Cardholder all information contained therein was true and not forged or unauthorized; (f) the Transaction has been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the Card Brand Rules; (g) none of the Transactions submitted hereunder represents sales to any principal, partner, proprietor, or owner of Merchant; (h) without limiting the generality of the foregoing, each Transaction and the handling, retentioncorrect, and storage properly reflects the business, financial condition, Principals, owners, and/or officers of information related thereto, complies with the Card Brand Rules as it relates to cardholder and transaction information security, including without limitation PCI DSS, Visa’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection Program (“SDP”), Discover Information Security Compliance (“DISC”), and American Express’s Data Security Requirements (“DSR”); (i) all of the information contained in the Merchant Application was true as of the date Merchant signed the Merchant Application agreeing to be bound by this Merchant Agreement; (j) there ; iii. There have been no materially adverse changes in information provided in the Merchant Application or in Merchant’s financial condition condition, ormanagement; iv. Merchant is a corporation, limited liability company, partnership, governmental agency, or management; (k) sole proprietorship validly existing and organized in the United States, Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant’s business or the product lines thatthat Merchant sells not previously disclosed; v. The Charge is genuine and arises from a bona fide sale of merchandise or services by Merchant, within the scope of Merchant’s normal course of business as described on the Merchant Application and approved by Bank, represents a valid obligation for the amount shown on the Charge Record, and does not involve the use of the Card for any other purpose; vi. Merchant has title to the Charge, there are no liens or other encumbrances on it, and Merchant has the authority to convey the Charge for processing; vii. The Charge is not subject to any dispute, set‐off, or counterclaim; viii. The Charge has not been previously presented for processing unless allowed by the Operating Rules; ix. Each statement on the Charge is true and correct, and Merchant has no knowledge of facts that would impair the validity or collectability of the amount of the Charge; x. Merchant has completed only one Charge per sale, or one Charge per shipment of merchandise where the Cardholder has agreed to partial shipments; xi. The person who executed the Application on behalf of the Merchant has the full power and authority to execute the Application, to enter into and perform under this Agreement, and that person is duly authorized to execute documents and take any action on behalf of Merchant which may be required by Bank now or in the future; xii. This Agreement is the legal, valid, and binding obligation of the Merchant enforceable against the Merchant and any Guarantor(s) in accordance with its terms; xiii. Merchant shall submit transactions and/or Charges only in accordance with the information contained in the Application and the terms of this Agreement;

Merchant’s Representations and Warranties. Upon signing the Merchant Application, and each time Merchant submits a Transaction, Merchant represents and warrants to Clearent and Bank that: (a) each Transaction delivered hereunder represents a bona fide sale to a valid Cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the Cardholder, free from any claim demand, defense setoff or other adverse claim whatsoever; (b) each sales slip or other evidence of indebtedness accurately describes the goods and services which have been sold and delivered to the Cardholder; (c) Merchant has fully complied with this Merchant Agreement and all applicable Laws and the Card Brand Rules; (d) Merchant has fulfilled completely all of its obligations to the Cardholder and will resolve any customer dispute or complaint directly with the Cardholder; (e) the signature on the sales slip is genuine and authorized by Cardholder and not forged or unauthorized; (f) the Transaction has been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the Card Brand Rules; (g) none of the Transactions submitted hereunder represents sales to any principal, partner, proprietor, or owner of Merchant; (h) without limiting the generality of the foregoing, each Transaction and the handling, retention, and storage of information related thereto, complies with the Card Brand Rules as it relates to cardholder and transaction information security, including without limitation PCI DSS, Visa’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection Program (“SDP”), Discover Information Security Compliance (“DISC”), and American Express’s Data Security Requirements (“DSR”); (i) all of the information contained in the Merchant Application was true as of the date Merchant signed the Merchant Application agreeing to be bound by this Merchant Agreement; (j) there have been no materially adverse changes in information provided in the Merchant Application or in Merchant’s financial condition or management; (k) Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant’s business or the product lines thatthat Xxxxxxxx sells not previously disclosed; (l) the person who executes the Merchant Application on behalf of Merchant has the full power and authority to execute the Merchant Application and to enter into this Merchant Agreement; (m) this Merchant Agreement is the legal, valid, and binding obligation of the Merchant enforceable against the Merchant in accordance with its terms; (n) Merchant has the power and authority to authorize the automatic funds transfer provided for in this Merchant Agreement; (o) the Settlement Account is owned and controlled by the Merchant and is a valid account for processing debit and credit transactions under this Merchant Agreement; (p) Merchant is not (i) a person or entity whose property is “blocked” and cannot be dealt in, or who or which is otherwise identified as the subject of U.S. economic sanctions administered by OFAC, or by being organized in or operating in or on behalf of a country, territory or government that is the subject of sanctions administered by OFAC, (ii) located in or operating under a license issued by a jurisdiction whose government has been identified by the U.S. Department of State as a sponsor of international terrorism under 22 U.S.C. 2371 or 50 U.S.C. App. 2405(j), (iii) located in or operating under a license issued by a jurisdiction that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the U.S. is a member, or (iv) located in or operating under a license issued by a jurisdiction that has been designated by the U.S. Secretary of Treasury pursuant to 31

Merchant’s Representations and Warranties. Upon signing the Merchant Application, and each time Merchant submits a TransactionCharge, Merchant represents and warrants to Clearent and Bank that: (a) each Transaction delivered hereunder represents a bona fide sale to a valid Cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the Cardholder, free from any claim demand, defense setoff or other adverse claim whatsoever; (b) each sales slip or other evidence of indebtedness accurately describes the goods and services which have been sold and delivered to the Cardholder; (c) : i. Merchant has fully complied with abided by this Merchant Agreement Agreement, and all applicable Laws laws, rules and regulations, and the Card Brand Rules; (d) Merchant has fulfilled completely all of its obligations to Operating Rules for the Cardholder and will resolve any customer dispute or complaint directly with the Cardholder; (e) the signature Charge; ii. Each statement made on the sales slip is genuine Application and authorized by Cardholder all information contained therein was true and not forged or unauthorized; (f) the Transaction has been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the Card Brand Rules; (g) none of the Transactions submitted hereunder represents sales to any principal, partner, proprietor, or owner of Merchant; (h) without limiting the generality of the foregoing, each Transaction and the handling, retentioncorrect, and storage properly reflects the business, financial condition, Principals, owners, and/or officers of information related thereto, complies with the Card Brand Rules as it relates to cardholder and transaction information security, including without limitation PCI DSS, Visa’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection Program (“SDP”), Discover Information Security Compliance (“DISC”), and American Express’s Data Security Requirements (“DSR”); (i) all of the information contained in the Merchant Application was true as of the date Merchant signed the Merchant Application agreeing to be bound by this Merchant Agreement; (j) there ; iii. There have been no materially adverse changes in information provided in the Merchant Application or in Merchant’s financial condition condition, ormanagement; iv. Merchant is a corporation, limited liability company, partnership, governmental agency, or management; (k) sole proprietorship validly existing and organized in the United States, Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant’s business or the product lines thatthat Merchant sells not previouslydisclosed; v. The Charge is genuine and arises from a bona fide sale of merchandise or services by Merchant, within the scope of Merchant’s normal course of business as described on the Merchant Application and approved by Bank, represents a valid obligation for the amount shown on the Charge Record, and does not involve the use of the Card for any other purpose; vi. Merchant has title to the Charge, there are no liens or other encumbrances on it, and Merchant has the authority to convey the Charge for processing; vii. The Charge is not subject to any dispute, set‐off, or counterclaim; viii. The Charge has not been previously presented for processing unless allowed by the Operating Rules; ix. Each statement on the Charge is true and correct, and Merchant has no knowledge of facts that would impair the validity or collectability of the amount of the Charge; x. Merchant has completed only one Charge per sale, or one Charge per shipment of merchandise where the Cardholder has agreed to partial shipments; xi. The person who executed the Application on behalf of the Merchant has the full power and authority to execute the Application, to enter into and perform under this Agreement, and that person is duly authorized to execute documents and take any action on behalf of Merchant which may be required by Bank now or in the future; xii. This Agreement is the legal, valid, and binding obligation of the Merchant enforceable against the Merchant and any Guarantor(s) in accordance with itsterms; xiii. Merchant shall submit transactions and/or Charges only in accordance with the information contained in the Application and the terms of this Agreement;

Merchant’s Representations and Warranties. Upon signing the Merchant Application, and each time Merchant submits a Transaction, Merchant represents and warrants to Clearent and Bank that: (a) each Transaction delivered hereunder represents a bona fide sale to a valid Cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the Cardholder, free from any claim demand, defense setoff or other adverse claim whatsoever; (b) each sales slip or other evidence of indebtedness accurately describes the goods and services which have been sold and delivered to the Cardholder; (c) : 9.1 Merchant has fully complied with abided by this Merchant Agreement and all applicable Laws and the Card Brand Rules; (d) Merchant has fulfilled completely all of its obligations Operating Rules with regard to the Cardholder and will resolve any customer dispute or complaint directly with the Cardholder; (e) the signature Transaction; 9.2 Each statement made on the sales slip is genuine and authorized by Cardholder and not forged or unauthorized; (f) the Transaction has been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the Card Brand Rules; (g) none of the Transactions submitted hereunder represents sales to any principal, partner, proprietor, or owner of Merchant; (h) without limiting the generality of the foregoing, each Transaction and the handling, retention, and storage of information related thereto, complies with the Card Brand Rules as it relates to cardholder and transaction information security, including without limitation PCI DSS, Visa’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection Program (“SDP”), Discover Information Security Compliance (“DISC”), and American Express’s Data Security Requirements (“DSR”); (i) all of the information contained in the Merchant Application was true as of the date Merchant signed the Merchant Application agreeing to be bound by this Merchant Agreement; (j) there ; 9.3 There have been no materially adverse changes in information provided in the Merchant Application or in Merchant’s 's financial condition condition, or management; (k) ; 9.4 Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant’s 's business or the product lines thatthat Merchant sells not previously disclosed; 9.5 The Transaction is genuine and arises from a bona fide sale of merchandise or services by Merchant, the merchandise or services have been fully delivered or performed, and the Transaction represents a valid obligation for the amount shown on the Charge Record and does not involve the use of the Card for any other purpose; 9.6 There are no liens or other encumbrances on the Transaction, and Merchant has the authority to convey the Transaction for processing; 9.7 The Transaction is not subject to any dispute, set-off or counterclaim; 9.8 The Transaction has not been previously presented for processing unless allowed by the Operating Rules; 9.9 Each statement on the Charge Record is true, and Merchant has no knowledge of facts that would impair the validity or collectability of the amount of the Transaction; 9.10 The person who executes the Application on behalf of the Merchant has the full power and authority to execute the Application and to enter into this Merchant Agreement; 9.11 The Charge Record is free from any material alteration not authorized by the Cardholder; 9.12 Merchant has not disbursed or advance any cash to the Cardholder (except as authorized by the Operating Rules) or itself or to any of its representatives, agents, or employees in connection with the Transaction, nor has Merchant accepted payment for effecting credits to a Cardholder; 9.13 The goods or services related to each Transaction are Merchant's property or Merchant has the legal right to sell them; 9.14 Merchant has made no representation or agreement for the issuance of refunds except as stated in Merchant's refund policy, which has been previously submitted to Processor in writing and which is available to the Cardholder; 9.15 Any Transaction submitted to Processor to credit a Cardholder's Settlement Account represents a refund for a Transaction previously submitted to Processor; and 9.16 Unless specifically stated in its Application or otherwise approved in writing by Processor in advance, Merchant has not accepted Cards in connection with installment plans or recurring transactions, and if such approved Transactions have been submitted, Charge Record has been prepared separately for each installment transaction or recurring transaction on the dates the Cardholder agreed to be charged, and all such Transactions comply in all respects with the Operating Rules.