Common use of Term; Events of Default Clause in Contracts

Term; Events of Default. This Agreement shall be in effect upon signing by all parties and shall remain effective through termination of the Master Contract. If any of the following events shall occur (each an Event of Default): (i) a material adverse change in your financial condition; or (ii) irregular Card sales by Sub-Merchant, excessive Chargebacks (as determined by the Networks), noncompliance with any applicable data security standards, as determined by Servicers, of any Network, or any other entity, or an actual or suspected data security breach, or any other circumstances which, in Servicer’s sole discretion, may increase Servicer’s exposure for Sub-Merchant’s Chargebacks or otherwise present a financial or security risk to Servicers; or (iii) any of Sub-Merchant’s conditions, covenants, obligations or representations or warranties in this Agreement are breached in any material respect or are incorrect in any material respect when made or deemed to be made; or (iv) Sub-Merchant shall file a petition or have a petition filed by another party under the Bankruptcy Code or any other laws relating to bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against Sub-Merchant in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial part of its property; or make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or (v) a violation by Sub-Merchant of any applicable law or Network Rule or Servicers’ reasonable belief that termination of this Agreement or suspension of services is necessary to comply with any law, including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury or Sub-Merchant’s breach, as determined by Servicers, of its requirement to comply with all applicable laws then, upon the occurrence of (1) an Event of Default specified in subsections (ii), (iii), or (v), Servicers shall provide Sub- Merchant and Payment Facilitator with notice and an opportunity to cure within thirty (30) calendar days, after which Servicers may consider this Agreement to be terminated immediately, without additional notice, and (2) any other Event of Default, Servicers shall provide Sub-Merchant and Payment Facilitator with notice and an opportunity to cure within forty-five (45) calendar days, after which this Agreement may be terminated by Servicers giving not less than ten (10) days’ notice to Sub-Merchant and Payment Facilitator; provided, however, that the thirty (30) day notice period set forth in (1) and the forty-five (45) day notice period set forth in (2) of this section shall not apply in any instance where the Networks or legal authorities require Servicers to terminate without such notice periods. Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. If any Event of Default shall have occurred and regardless of whether such Event of Default has been cured, Servicers may, in Servicers’ sole discretion, exercise all of Servicers’ rights and remedies under applicable law and this Agreement other than the right to terminate, which shall only be exercised as stated above. The Networks often maintain lists of merchants who have had their merchant agreements or Card acceptance rights terminated for cause. If this Agreement is terminated for cause, Sub-Merchant acknowledges that Servicers may be required to report its business name and the names and other information regarding its principals to the Networks for inclusion on such list(s). However, in the event that this Agreement is terminated for cause based solely on Payment Facilitator’s action or failure to act, Servicers will not provide Sub-Merchant’s information to the Networks unless otherwise required by the Networks. Sub-Merchant expressly agrees and consents to such reporting if Sub-Merchant is terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by the Networks. Furthermore, Sub-Merchant agrees to waive and hold Servicers harmless from and against any and all claims which Sub-Merchant may have as a result of such reporting. Servicers may terminate this Agreement at any time and for any or no reason upon the provision of sixty (60) calendar days’ prior notice. Servicers may also temporarily suspend or delay payments to Sub-Merchant during a fraud event or as required by legal authorities or the Network. Sub-Merchant may terminate this Agreement at any time for any or no reason upon the provision of sixty (60) calendar days’ prior notice. Additionally, if the Master Contract is terminated for any reason, this Agreement will also be terminated. For the avoidance of doubt, Sub-Merchant’s obligation to pay under the Master Agreement and to perform under this Agreement is contingent upon an annual appropriation by the Legislature. If this Agreement is terminated, all amounts payable under this Agreement shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by Sub-Merchant, and the obligations to pay for obligations associated with transactions Sub-Merchant submits to Servicers shall survive termination of this Agreement.

Term; Events of Default. This Agreement shall be in effect upon signing by all parties and shall remain effective through termination of the Master Contract. If any of the following events shall occur (each an Event of Default): (i) a material adverse change in your Sub-Merchant’s financial condition; or (ii) irregular Card sales by Sub-Merchant, excessive Chargebacks (as determined by the Networks), noncompliance with any applicable data security standards, as determined by Servicers, of any Network, or any other entity, or an actual or suspected data security breach, or any other circumstances which, in Servicer’s sole discretion, may increase Servicer’s exposure for Sub-Merchant’s Chargebacks or otherwise present a financial or security risk to Servicers; or (iii) any of Sub-Merchant’s conditions, covenants, obligations obligations, or representations or warranties in this Agreement are breached in any material respect or are incorrect in any material respect when made or deemed to be made; or (iv) Sub-Merchant shall file a petition or have a petition filed by another party under the Bankruptcy Code or any other laws relating to bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against Sub-Merchant in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial part of its property; or make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or (v) a violation by Sub-Merchant of any applicable law or Network Rule or Servicers’ reasonable belief that termination of this Agreement or suspension of services is necessary to comply with any law, including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury Treasury, or Sub-Merchant’s breach, as determined by Servicers, of its requirement to comply with all applicable laws then, upon the occurrence of (1) an Event of Default specified in subsections (ii), (iii), or (v), Servicers shall provide Sub- Sub-Merchant and Payment Facilitator with notice and an opportunity to cure within thirty (30) calendar days, after which Servicers may consider this Agreement to be terminated immediately, without additional notice, and (2) any other Event of Default, Servicers shall provide Sub-Merchant and Payment Facilitator with notice and an opportunity to cure within forty-five (45) calendar days, after which this Agreement may be terminated by Servicers giving not less than ten (10) days’ notice to Sub-Merchant and Payment Facilitator; provided, however, that the thirty (30) day notice period set forth in (1) and the forty-five (45) day notice period set forth in (2) of this section shall not apply in any instance where the Networks or legal authorities require Servicers to terminate without such notice periods. Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. If any Event of Default shall have occurred and regardless of whether such Event of Default has been cured, Servicers may, in Servicers’ sole discretion, exercise all of Servicers’ rights and remedies under applicable law and this Agreement other than the right to terminate, which shall only be exercised as stated above. The Networks often maintain lists of merchants who have had their merchant agreements or Card acceptance rights terminated for cause. If this Agreement is terminated for cause, Sub-Merchant acknowledges that Servicers may be required to report its business name and the names and other information regarding its principals to the Networks for inclusion on such list(s). However, in the event that this Agreement is terminated for cause based solely on Payment Facilitator’s action or failure to act, Servicers will not provide Sub-Merchant’s information to the Networks unless otherwise required by the Networks. Sub-Merchant expressly agrees and consents to such reporting if Sub-Merchant is terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by the Networks. Furthermore, Sub-Merchant agrees to waive and hold Servicers harmless from and against any and all claims which Sub-Merchant may have as a result of such reporting. Servicers may terminate this Agreement at any time and for any or no reason upon the provision of sixty (60) calendar days’ prior notice. Servicers may also temporarily suspend or delay payments to Sub-Merchant during a fraud event or as required by legal authorities or the Network. Sub-Merchant The Department may terminate this Agreement at any time for any or no reason reason, upon the provision of sixty (60) calendar days’ prior notice. Additionally, if the Master Contract is terminated for any reason, this Agreement will also be terminated. For the avoidance of doubt, Sub-Merchant’s obligation to pay under the Master Agreement and to perform under this Agreement is contingent upon an annual appropriation by the Legislature. If this Agreement is terminated, all amounts payable under this Agreement shall be immediately due and payable in accordance with section 215.422, F.S., in full without demand or other notice of any kind, all of which are expressly waived by Sub-Merchant, and the obligations to pay for obligations associated with transactions Sub-Merchant submits to Servicers shall survive termination of this Agreement.

Term; Events of Default. This Sub-Merchant Agreement shall be in effect upon signing by of each document by all parties and shall remain effective through termination of the Master Contractinitial term and shall thereafter automatically continue until terminated by either party. If any of the following events shall occur (each an Event of Default): (i) a material adverse change in your business, financial condition, business procedures, prospects, products or services; or (ii) any assignment or transfer of voting control of you or your parent; or (iii) a sale of all or a substantial portion of your assets; or (iv) irregular Card sales by Sub-Merchantyou, excessive Chargebacks (as determined by the Networks)Chargebacks, noncompliance with any applicable data security standards, as determined by Servicersus, of any Network, or any other entity, or an actual or suspected data security breach, or any other circumstances which, in Servicer’s our sole discretion, may increase Servicer’s our exposure for Sub-Merchant’s your Chargebacks or otherwise present a financial or security risk to Servicersus; or (iiiv) any of Sub-Merchant’s your conditions, covenants, obligations or representations or warranties in this Sub- Merchant Agreement are breached in any material respect or are incorrect in any material respect when made or deemed to be made; or (ivvi) Sub-Merchant you shall file a petition or have a petition filed by another party under the Bankruptcy Code or any other laws relating to bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against Sub-Merchant you in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial part of its property; or make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or (vvii) a violation by Sub-Merchant you of any applicable law or Network Rule or Servicers’ our reasonable belief that termination of this Sub-Merchant Agreement or suspension of services is necessary to comply with any law, law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury or Sub-Merchant’s your breach, as determined by Servicers, of its your requirement to comply with all applicable laws laws. then, upon the occurrence of (1) an Event of Default specified in subsections (iiiv), (iiivi), or (vvii), Servicers shall provide Sub- Merchant and Payment Facilitator with notice and an opportunity to cure within thirty or (30viii) calendar days, after which Servicers we may consider this Sub-Merchant Agreement to be terminated immediately, without additional notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default, Servicers shall provide this Sub-Merchant and Payment Facilitator with notice and an opportunity to cure within forty-five (45) calendar days, after which this Agreement may be terminated by Servicers us giving not less than ten (10) 10 days’ notice to Sub-Merchant you, and Payment Facilitator; provided, however, that the thirty (30) day notice period set forth in (1) and the forty-five (45) day notice period set forth in (2) of this section shall not apply in any instance where the Networks or legal authorities require Servicers to terminate without upon such notice periodsall amounts payable hereunder shall be due and payable on demand. Neither the expiration nor termination of this Sub-Merchant Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Sub-Merchant Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Sub-Merchant Agreement. All obligations by you to pay or reimburse us for any obligations associated with transactions you have submitted to us are intended to survive termination of this Sub-Merchant Agreement. If any Event of Default shall have occurred and regardless of whether such Event of Default has been cured, Servicers we may, in Servicers’ our sole discretion, exercise all of Servicers’ our rights and remedies under applicable law law, and this Agreement other than the right to terminate, which shall only be exercised as stated aboveSub- Merchant Agreement. The Networks often maintain lists of merchants who have had their merchant agreements or Card acceptance rights terminated for cause. If this Sub-Merchant Agreement is terminated for cause, Sub-Merchant acknowledges you acknowledge that Servicers we may be required to report its your business name and the names and other information regarding its principals to the Networks for inclusion on such list(s). However, in the event that this Agreement is terminated for cause based solely on Payment Facilitator’s action or failure to act, Servicers will not provide Sub-Merchant’s information to the Networks unless otherwise required by the Networks. Sub-Merchant You expressly agrees agree and consents consent to such reporting if Sub-Merchant is you are terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by the Networks. Furthermore, Sub-Merchant agrees you agree to waive and hold Servicers us harmless from and against any and all claims which Sub-Merchant you may have as a result of such reporting. Servicers In the event we provide notice to you of an increase in the fees for Services, you may terminate this Sub- Merchant Agreement without further cause or penalty by providing us 30 days advance written notice of termination. You must terminate within 30 days after we provide notice of the fee increase. However, maintaining your account with us or your continued use of our Services after the effective date of any increase shall be deemed acceptance of the increased fees for Services, throughout the term of this Sub- Merchant Agreement. We may terminate this Sub-Merchant Agreement at any time and for any or no reason upon the provision of sixty (60) calendar days’ prior noticereason. Servicers We may also temporarily suspend or delay payments to you during our investigation of any issue and/or designate an amount of funds that we must maintain in order to protect us against the risk of, among other things, existing, potential, or anticipated Chargebacks arising under this Sub-Merchant during a fraud event Agreement or as required by legal authorities or the Network. other amounts that may be owing to us under this Sub-Merchant may terminate this Agreement at any time for any or no reason upon the provision of sixty (60) calendar days’ prior notice. Additionally, if the Master Contract is terminated for any reason, this Agreement will also be terminated. For the avoidance of doubt, Sub-Merchant’s obligation to pay under the Master Agreement and to perform under this Agreement is contingent upon an annual appropriation by the Legislature. If this Agreement is terminated, all amounts payable under this Agreement shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by Sub-Merchant, and the obligations to pay for obligations associated with transactions Sub-Merchant submits to Servicers shall survive termination of this Agreement.

Term; Events of Default. This Agreement shall be in effect effective upon signing the date of its execution by all parties (the Effective Date) and shall remain effective through termination for an initial term of four (4) years from the Master ContractEffective Date. If Thereafter, the Agreement shall automatically continue until terminated by either party upon the provision of thirty (30) days’ notice to the other party. The occurrence of any of the following events shall occur (each constitute an Event of Default):: (i) a a. A material adverse change in your business, financial condition, business procedures, prospects, products or services; or (ii) irregular b. Any assignment or transfer of voting control of you or your parent; or c. A sale of all or a substantial portion of your assets; or d. Irregular Card sales by Sub-Merchantyou, excessive Chargebacks (as determined by the Networks)Chargebacks, noncompliance with any applicable data security standardsSecurity Guidelines, each as determined by Servicersus, of any Network, or any other entity, or an actual or suspected data security breach, or any other circumstances which, in Servicer’s our sole discretion, may increase Servicer’s our exposure for Sub-Merchant’s your Chargebacks or otherwise present a financial or security risk to Servicersus; or (iii) any e. Any of Sub-Merchant’s your conditions, covenants, obligations or representations or warranties in this Agreement are breached in any material respect or are incorrect in any material respect when made or deemed to be made; or (iv) Sub-Merchant f. You shall file a petition or have a petition filed by another party under the Bankruptcy Code or any other laws relating to bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against Sub-Merchant you in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial part of its property; or make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or (v) a g. Your violation by Sub-Merchant of any applicable law or law, Network Rule or Servicers’ provision of this Agreement; or h. Our reasonable belief that termination of this Agreement or suspension of services is necessary to comply with any lawapplicable laws, regulations, or Network Rules, including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury or Sub-Merchant’s breach, as determined by Servicers, of its requirement to comply with all applicable laws then, upon Treasury. Upon the occurrence of (1) an Event of Default specified in subsections (ii), d) – (iii), or (v), Servicers shall provide Sub- Merchant and Payment Facilitator with notice and an opportunity to cure within thirty (30h) calendar days, after which Servicers we may consider this Agreement to be terminated immediatelyimmediately terminate the Agreement, without additional notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you; or (2) any other Event of Default, Servicers shall provide Sub-Merchant and Payment Facilitator with notice and an opportunity to cure within forty-five (45) calendar days, after which we may terminate this Agreement may be terminated by Servicers after giving not less than ten (10) 10 days’ notice to Sub-Merchant you, and Payment Facilitator; provided, however, that the thirty (30) day notice period set forth in (1) and the forty-five (45) day notice period set forth in (2) of this section shall not apply in any instance where the Networks or legal authorities require Servicers to terminate without upon such notice periodsall amounts payable hereunder shall be due and payable on demand. Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. All obligations by you to pay or reimburse us for any obligations associated with transactions you have submitted to us are intended to survive termination of this Agreement. If any Event of Default shall have occurred and regardless of whether such Event of Default has been cured, Servicers we may, in Servicers’ our sole discretion, exercise all of Servicers’ our rights and remedies under applicable law law, and this Agreement other than the right to terminate, which shall only be exercised as stated aboveAgreement. The Networks often maintain lists of merchants who have had their merchant agreements or Card acceptance rights terminated for cause. If this Agreement is terminated for cause, Sub-Merchant acknowledges you acknowledge that Servicers we may be required to report its your business name and the names and other information regarding its principals to the Networks for inclusion on such list(s). However, in the event that this Agreement is terminated for cause based solely on Payment Facilitator’s action or failure to act, Servicers will not provide Sub-Merchant’s information to the Networks unless otherwise required by the Networks. Sub-Merchant You expressly agrees agree and consents consent to such reporting if Sub-Merchant is you are terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by the Networks. Furthermore, Sub-Merchant agrees you agree to waive and hold Servicers us harmless from and against any and all claims which Sub-Merchant you may have as a result of such reporting. Servicers In the event we provide notice to you of an increase in the fees for services, you may terminate this Agreement without further cause or penalty by providing us 30 days advance written notice of termination. You must terminate within 30 days after we provide notice of the fee increase. However, maintaining your account with us or your continued use of our Services after the effective date of any increase shall be deemed acceptance of the increased fees for Services, throughout the term of this Agreement. In the event: (i) Sub-merchant terminates this Agreement prior to the end of the Term or (ii) this Agreement is terminated by Till Payments, Processor and/or Bank prior to the end of the Term due to an Event of Default caused by Sub-merchant, Sub-merchant will be charged a fee of $500.00 for such early termination. We may terminate this Agreement at any time and for any or no reason upon the provision of sixty thirty (6030) calendar days’ days prior notice. Servicers We may also temporarily suspend or delay payments to Sub-Merchant you during a fraud event our investigation of any issue and/or designate an amount of funds that we must maintain in order to protect us against the risk of, among other things, existing, potential, or as required by legal authorities or the Network. Sub-Merchant may terminate this Agreement at any time for any or no reason upon the provision of sixty (60) calendar days’ prior notice. Additionally, if the Master Contract is terminated for any reason, this Agreement will also be terminated. For the avoidance of doubt, Sub-Merchant’s obligation to pay under the Master Agreement and to perform anticipated Chargebacks arising under this Agreement is contingent upon an annual appropriation by the Legislature. If this Agreement is terminated, all amounts payable under this Agreement shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by Sub-Merchant, and the obligations amounts that may be owing to pay for obligations associated with transactions Sub-Merchant submits to Servicers shall survive termination of us under this Agreement.