Common use of Chargebacks Clause in Contracts

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation 2.1 If a Facility Provider communicates to Merchant. In Razorpay POS the case receipt of a failure Chargeback Request, You will be notified of the Chargeback. You agree that liability for Chargeback rests with You. Subject to pay availability of funds, Razorpay POS upon receipt of a Chargeback upon such presentment, in addition to any other remedies Request shall forthwith deduct Chargeback Amount from the Transaction Amounts which may be exercised by Servicersused, Merchant agrees based on the decision of the Facility Provider, either to pay a late charge a) process Chargeback in favour of one and one half percent (1.5%the customer or b) per month or portion thereofcredit to You. For the avoidance of doubt, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized ▇▇▇▇▇▇▇▇ POS shall be entitled to deduct the amount Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to furnish to Razorpay POS documents and information pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery of goods / services sought by the customer pursuant to the said Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request. 2.2 You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Razorpay POS to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the customer's Payment Instrument. 2.3 Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Razorpay POS then You agree and acknowledge that ▇▇▇▇▇▇▇▇ POS is entitled to recover such Chargeback Amount from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any Chargebacks of Your other funds held by Razorpay POS in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then ▇▇▇▇▇▇▇▇ POS is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.4 On the issuance of notice of termination of this Specific Terms of Use for Payment Aggregation Services or the General Terms of Use, Razorpay POS reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage ( defined hereinbelow ) for a period of one hundred and fees from any settlement amounts due to Merchant or twenty (120) days (“ Withholding Term”) from the Reserve Accountdate of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, Razorpay POS shall transfer the unutilized amounts, if any, or collect to You forthwith upon completion of the Withholding Term. Thestipulated percentageis the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms. 2.5 Notwithstanding anything in this Specific Terms of Use, if the amount withheld, as specified above is insufficient to settle Chargebacks Amounts received during the Withholding Term, then ▇▇▇▇▇▇▇▇ POS is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.6 The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any other meansloan cancellation requests, including by debit You need to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect respond to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection Razorpay POS within 7 working days with a Chargebacksuitable response. If loan is to be cancelled, or any other reason, Merchant shall then the same needs to be solely responsible for the liability related informed to such ChargebackRazorpay POS and if cancellation request is to be declined then You need to provide proof of delivery and justification. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded For loans which would get cancelled on the Sales Draft. (d) The Sales Draft is a duplicate basis of a prior Card transaction or is Your confirmation, the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs amount would be recovered from the amount which Merchant presents for paymentdaily settlement. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation 2.1 If a Facility Provider communicates to Merchant. In Razorpay the case receipt of a failure Chargeback Request, You will be notified of the Chargeback. You agree that liability for Chargeback rests with You. Subject to pay availability of funds, Razorpay upon receipt of a Chargeback upon such presentment, in addition to any other remedies Request shall forthwith deduct Chargeback Amount from the Transaction Amounts which may be exercised by Servicersused, Merchant agrees based on the decision of the Facility Provider, either to pay a late charge a) process Chargeback in favour of one and one half percent (1.5%the customer or b) per month or portion thereofcredit to You. For the avoidance of doubt, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized ▇▇▇▇▇▇▇▇ shall be entitled to deduct the amount Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to furnish to Razorpay documents and information pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery of goods/services sought by the customer pursuant to the said Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request. 2.2 You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the customer’s Payment Instrument. 2.3 Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Razorpay then You agree and acknowledge that ▇▇▇▇▇▇▇▇ is entitled to recover such Chargeback Amount from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any Chargebacks of Your other funds held by Razorpay in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then ▇▇▇▇▇▇▇▇ is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.4 On the issuance of notice of termination of the Terms, Razorpay reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage ( defined hereinbelow ) for a period of one hundred and fees from any settlement amounts due to Merchant or twenty (120) days (“ Withholding Term ”) from the Reserve Accountdate of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, or collect to You forthwith upon completion of the Withholding Term. The stipulated percentage is the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms. 2.5 Notwithstanding anything in this Specific Terms of Use, if the amount withheld, as specified above is insufficient to settle Chargebacks Amounts received during the Withholding Term, then ▇▇▇▇▇▇▇▇ is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.6 The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any other meansloan cancellation requests, including by debit You need to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect respond to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection Razorpay within 7 working days with a Chargebacksuitable response. If loan is to be cancelled, or any other reason, Merchant shall then the same needs to be solely responsible for the liability related informed to such ChargebackRazorpay and if cancellation request is to be declined then You need to provide proof of delivery and justification. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded For loans which would get cancelled on the Sales Draft. (d) The Sales Draft is a duplicate basis of a prior Card transaction or is Your confirmation, the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs amount would be recovered from the amount which Merchant presents for paymentdaily settlement. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation 2.1. If a Facility Provider communicates to Merchant. In Razorpay the case receipt of a failure Chargeback Request, You will be notified of the Chargeback. You agree that liability for Chargeback, whether domestic or international, under the Terms solely rests with You. You further agree that it is Your sole discretion whether to pay avail non-3D secure services or not and additional terms for the same will apply as set out in the Merchant dashboard. Subject to availability of funds, Razorpay upon receipt of a Chargeback upon such presentmentRequest shall forthwith deduct Chargeback Amount from the Transaction Amounts, in addition to any other remedies which may be exercised by Servicersused, Merchant agrees based on the decision of the Facility Provider, either to pay a late charge a) process Chargeback in favour of one and one half percent (1.5%the customer or b) per month or portion thereofcredit to You. For the avoidance of doubt, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized ▇▇▇▇▇▇▇▇ shall be entitled to deduct the amount Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to furnish to Razorpay documents and information (“Chargeback Documents”) pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery of goods/services sought by the customer pursuant to the said Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request. 2.2. You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the customer's Payment Instrument. 2.3. Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Razorpay then You agree and acknowledge that Razorpay is entitled to recover such Chargeback Amount from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any Chargebacks of Your other funds held by Razorpay in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then ▇▇▇▇▇▇▇▇ is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.4. On the issuance of notice of termination under the Terms, Razorpay reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage (defined hereinbelow) for a period of one hundred and fees from any settlement amounts due to Merchant or twenty (120) days (“Withholding Term”) from the Reserve Accountdate of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, or collect to You forthwith upon completion of the Withholding Term. The ‘Stipulated Percentage' is the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms. 2.5. Notwithstanding anything in the Terms, if the amount withheld pursuant to clause 2.4 above is insufficient to settle Chargebacks Amounts received during the Withholding Term, then ▇▇▇▇▇▇▇▇ is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.6. The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any other meansloan cancellation requests, including by debit You need to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect respond to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection Razorpay within seven (7) working days with a Chargebacksuitable response. If loan is to be cancelled, or any other reason, Merchant shall then the same needs to be solely responsible for the liability related informed to such ChargebackRazorpay and if cancellation request is to be declined then You need to provide proof of delivery and justification. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded For loans which would get cancelled on the Sales Draft. (d) The Sales Draft is a duplicate basis of a prior Card transaction or is Your confirmation, the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs amount would be recovered from the amount which Merchant presents for paymentdaily settlement. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, (1) Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by will reimburse AmeriFirst, and AmeriFirst may chargeback Merchant, in each of the Rules with respect following events: a) AmeriFirst determines that (1) Merchant has breached or failed to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and thatfulfill its obligations under the Agreement, regardless of any information it provides or does not provide Servicers including, without limitation, the Operating Instructions, in connection with a Chargebackan Account or the transaction to which it relates, or any other reason, Merchant shall be solely responsible an application for credit; or (2) the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety credit application or sale of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft Products is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide fraudulent or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoeverincluding, including without limitation, negligence, fraud fraud, misrepresentation, or dishonesty on the part of the Buyer ("Buyer Fraud") or Merchant, its agents, employees or franchisees ("Merchant Fraud"); b) the Buyer disputes or denies the transaction, the execution of the Finance Documents or the delivery, quality, or performance of the Products purchased or any warranties thereto, or the Buyer has not authorized the transaction, or properly alleges that a credit adjustment was requested and refused by Merchant or that a credit adjustment was issued by Merchant but not posted to the Account due to Merchant’s agents 's failure to submit the credit adjustment to AmeriFirst; or c) Buyer asserts any claim or employeesdefense against AmeriFirst as a result of any act or omission of Merchant in violation of any applicable law or covenant herein set forth. (j2) Merchant fails AmeriFirst may compromise and settle any claim made by any Buyer including but not limited to provide a Sales Draft or legible copy thereof Buyer Claim as described in Section 9 and including but not limited to Servicers the charge off and forgiveness of the balance due on the Account if such claim may give AmeriFirst a right to chargeback in accordance with this Agreementthe preceding paragraph. In the event of a chargeback to Merchant, Merchant shall bear all liability and risk of loss associated with such Account, without warranty by, or recourse or liability to AmeriFirst from and after the date AmeriFirst notifies Merchant that the Account has been charged back to the Merchant. (k3) The chargeback amount shall be the Repurchase Price plus any costs and/or expenses, including attorneys’ fees and costs of litigation which AmeriFirst actually incurred. Merchant has authorized and does hereby authorize AmeriFirst to deduct that amount from the Reserve Account, if any, after notice to Merchant. (4) Notwithstanding any chargeback, AmeriFirst shall not initiate a Card transaction in an attempt retain possession of the Account and all rights to collect a Chargebackany amounts due on the Account until Merchant has paid to AmeriFirst the full chargeback amount. Until AmeriFirst has received the full chargeback amount, any additional costs and/or expenses, including attorneys' fees and costs of litigation incurred by AmeriFirst shall be added to the chargeback amount and any amounts collected by AmeriFirst shall be applied to reduce the chargeback amount.

Chargebacks. All Chargebacks are due upon presentation Bank will chargeback to Merchant. In the case of a failure to Merchant and Merchant will pay a Chargeback upon such presentmentBank, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to each Charge which Merchant or from the Reserve Account, if any, or collect by any other means, including by debit a Merchant Affiliate submits to Account. Merchant acknowledges and agrees Bank for processing that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback to Bank for a variety any reason under the Operating Rules, or to the extent Bank receives claims regarding the Charges from Cardholders under other provisions of any applicable laws, rules, or regulations. A Chargeback may occur for any one or more of several reasons under the RulesOperating Rules or through operation of consumer protection and other applicable laws, or if Merchant has breached this Agreementsuch as the Truth in Lending Act and the Fair Credit Billing Act. Chargeback reasons include, including without limitation, for the following reasons: i. The Charge Record or any material information it contains as provided by Merchant (asuch as the Card account number, expiration date of the Card, merchant description, purchase amount, Charge date and Authorization date) The Sales Draft is illegible, incomplete, incorrect, unsigned, or is not signed by the Cardholder or has not been presented transmitted to Servicers Bank within the required time-frames.time limits; (b) ii. Merchant knew, or by following proper practices, should have known that the Card was not to be charged; iii. The Sales Draft does Charge was completed with a counterfeit or altered Card, before the valid date, or after the expiration date of the Card; iv. Merchant did not contain the Imprint of obtain Authorization, or did not provide a valid unexpired Card. (c) A valid authorization number has not been correctly correct and legibly recorded legible Authorization Code on the Sales Draft.Charge Record; (d) v. The Sales Draft Charge Record is a duplicate of a prior Card transaction or is the result another Charge Record, represents one of two or more Card transactions generated for Charges arising from a single purchase, or the Charge has been submitted to another merchant card processor; vi. The Cardholder disputes participating in or approving the Charge, signing the Charge Record, or the sale. (e) The , delivery, quality, or performance of the purchase; the Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price return of goods or services a Credit Voucher was improperly refused; or the Cardholder alleges that a Credit Voucher issued by Merchant was not processed for the Cardholder Account; vii. The amount on the Sales Draft Charge Record submitted to Bank differs from the amount which Merchant presents for payment.on the copy required to be delivered to the Cardholder; (g) viii. The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction Charge was fraudulent or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is related purchase was not a bona fide or is purchase in Merchant’s ordinary course of business, was subject to any claim of illegality, cancellation, rescissionavoidance, or offset for any reason whatsoeverreason, including including, without limitation, negligence, fraud fraud, or dishonesty on the part of Merchant or Merchant’s agents or employeesemployees or was submitted in violation of Paragraph 6; ix. The Cardholder has asserted what the Cardholder believes is a good faith claim or defense against the Charge. (j) Merchant fails to provide a Sales Draft x. The Charge is in violation of any applicable law, rule, or legible copy thereof to Servicers regulation; xi. The Charge is in accordance with violation of any applicable Operating Rule or term of this Agreement.; (k) xii. A Charge is charged back by a Card Issuer; xiii. The Card Transaction is one that Bank, for any reason, is or would be required to pay, repurchase, or Chargeback by virtue of Operating Rules or otherwise, and was processed under this Agreement or any agreement with any Merchant Affiliate; xiv. The Charge was based on a pre‐authorization form, the Card on which the Authorization was based was canceled, and Merchant was so notified prior to the Charge; xv. The Card used for the Charge was canceled prior to or at the time of the Charge, and Merchant received notice of the cancellation through the electronic terminal, in writing, or otherwise; xvi. The Card expired prior to the date of the Charge or the date of the Charge was prior to the validation date, if any, indicated on the Charge; xvii. The Charge information required by this Agreement or the Operating Rules was not submitted to the Bank, or the procedures required by this Agreement or the Operating Rules to be followed in connection with processing a Charge were not followed; or xviii. Any representation or warranty made by Merchant in connection with the Charge is false or inaccurate in any respect. The above list of potential Chargeback reasons is illustrative only and is not intended to be exhaustive. In the event of any Chargeback or anticipated Chargeback, Bank shall not be obligated to accept a Charge for credit to the Settlement Account. If Bank has credited the Settlement Account or Reserve Account for such a Charge, Bank may return the Charge to the Merchant, and Merchant shall pay Bank the amount of the Chargeback and any associated fees or charges. Merchant acknowledges and agrees that it is solely responsible for all Chargebacks. Merchant may not initiate enter into interchange any Charge for a Card transaction Transaction that was previously charged back to the Merchant Bank and returned to Merchant, irrespective of Cardholder approval. If Bank determines that Merchant has or is reasonably likely to have a monthly ratio of Chargebacks to Charges exceeding one percent (1%), Bank may, but is not obligated to, notify Merchant of new procedures it should adopt and additional Processing Fees imposed for processing Chargebacks, and/or may immediately terminate this Agreement, at Merchant Bank’s or Processor’s sole and absolute discretion, without advance notice. Merchant must immediately pay any fines, assessments, or fees imposed by a Card Network or Bank relating to Chargebacks to Merchant. The Card Networks have established guidelines, merchant monitoring programs, and reports to track merchant activity such as, but not limited to, excessive credits and Chargebacks, and increased deposit activity. In the event Merchant exceeds the guidelines or submits suspicious transactions as identified by a Card Network or any related program or reports, Merchant may be subject to: (a) operating procedure requirement modifications; (b) incremental Chargebacks and/or fees; (c) settlement delay or withholding; (d) termination of this Agreement; and/or (e) audit and imposition of fines. Merchant hereby releases Bank from any and all damages, liability, costs, or expenses that Merchant may incur as a result of Bank’s compliance with Card Network directives. Each Chargeback to Merchant, along with all fees, fines, assessments, or other amounts imposed by Bank or a Card Network relating to the Chargebacks, is immediately due and payable by Merchant. Without limiting any of Bank’s other remedies or Bank’s security interest described in an attempt Paragraph 16 below, Merchant Bank may, without prior notice to collect Merchant: (i) deduct and/or debit the amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Account, or any Merchant account at Merchant Bank, (ii) set off or deduct from the amount of a Chargeback or anticipated Chargeback against any other property of Merchant held by Bank, (iii) deduct and/or debit the amount of a Chargeback or anticipated Chargeback from any Settlement Account or Reserve Account of a Merchant Affiliate, (iv) recoup, deduct, or withhold the amount of a Chargeback or anticipated Chargeback by Adjustment of the credits due to Merchant; or (v) demand immediate payment from Merchant for the amount of the Chargeback or anticipated Chargeback. Bank will send Chargeback reports to Merchant as debits occur. To the extent funds are not available from the previously described accounts, funds, or property of the Merchant or Merchant Affiliate, Merchant irrevocably authorizes Merchant Bank to attach and initiate withdrawals of funds from Merchant’s accounts at other financial institutions, by ACH entry, sight draft, preauthorized checks, reverse wires, or otherwise to cover the Chargebacks, and Merchant hereby irrevocably authorizes the other financial institutions to withdraw the funds from Merchant’s accounts and pay Bank the amount of the Chargebacks. Merchant Bank will release to Merchant any of Merchant’s deposits, funds or property (including, but not limited to, the Reserve Account) after Bank determines in its sole and absolute discretion that the deposits, funds, or property are not likely to be needed to cover any Chargebacks or anticipated Chargebacks.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In 6.1 Simultaneously with each Cardholder Transaction, a Chargeback claim accrues against Entity in favor of ARC if ARC is required, or has the case of a failure right, to pay a Chargeback upon such presentment, in addition to any Payment Brand any fees, discounts, Cardholder credits and adjustments, charges, fines, assessments, penalties or other remedies items which may be exercised charged back to Entity by ServicersARC. Entity agrees that it is fully liable to ARC for all Chargebacks, Merchant agrees and that ARC is authorized to pay a late charge of one and one half percent (1.5%) per month or portion thereofoffset from incoming ARC Pay Transactions and/or to debit via ACH the Account, the Reserve Account, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct any other account held at any other financial institution in the amount of any Chargebacks and fees from Chargeback. Entity agrees to accept for Chargeback any settlement amounts due sale for which the Cardholder disputes the validity of the sale; or if ARC determines that Entity has in any way failed to Merchant comply with this Agreement or from the Reserve Account, if any, or collect by any other meansARC’s procedures, including by debit but not limited to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasonsfollowing: (ai) The Sales Draft ARC Pay Transaction is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames.; (bii) The Sales Draft ARC Pay Transaction does not contain involve the Imprint of a valid unexpired valid, un-expired Credit Card.; (ciii) A valid authorization number has not been correctly and legibly recorded on the Sales Draft.ARC Pay Transaction; (div) The Sales Draft ARC Pay Transaction is a duplicate of a prior Card transaction ARC Pay Transaction or is the result of two or more ARC Pay Transactions generated on one Credit Card transactions generated for a single sale.; (ev) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased.; (fvi) The price of goods or services on the Sales Draft ARC Pay Transaction differs from the amount which Merchant Entity presents for payment.; (gvii) The Card transaction ARC Pay Transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction ARC Pay Transaction or the Card transaction ARC Pay Transaction has been made on an expired or non-existing account number.; (hviii) Servicers reasonably believe in their discretion ARC believes, within its sole discretion, that Merchant Entity has violated any provision of this Agreement.; (iix) Servicers reasonably determine ARC determines that the Card transaction ARC Pay Transaction record is fraudulent or that the ARC Pay Transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoever, including without limitation, limitation negligence, fraud or dishonesty on the part of Merchant Entity or MerchantEntity’s agents or employees.Representatives; or (jx) Merchant Entity fails to provide a Sales Draft an ARC Pay Transaction or legible copy thereof to Servicers ARC in accordance with this Agreement. (k) Merchant 6.2 Entity acknowledges and agrees that ARC shall have full recourse to charge back the amount of a Credit Card sale for which the Cardholder disputes that he/she did not authorize the charge if the imprint of the Credit Card or the signature of the Cardholder was not obtained by Entity. Entity shall not initiate a Card transaction an ARC Pay Transaction in an attempt to collect a Chargeback. Entity shall be liable for all fees arising out of the Chargeback dispute process, including, but not limited to, (i) attorney fees and costs; (ii) any fees charged by any Payment Network or other third party; and/or (iii) any costs related to pre-arbitration notifications by the Payment Network. 6.3 Entity shall provide to ARC or its designee any and all documentation ARC requires (in its sole discretion) as part of any Chargeback dispute process, including, but not limited to, information in response to pre-arbitration notifications by the Payment Network.

Chargebacks. All Chargebacks are due upon presentation You agree to Merchant. In accept for chargeback, and will be liable to the case of a failure to pay a Chargeback upon such presentment, Bank in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to a) The Approved Card giving rise to the Transaction has been cancelled and fees from any settlement amounts due prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to Merchant the date of the Transaction or from the Reserve Accountdate of Transaction was prior to the validation date, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by indicated on the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or Approved Card. c) The sales receipt does not provide Servicers contain the signature that appears in connection with a Chargeback, the AUTHORIZED SIGNATURE panel of the Approved Card or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed unsigned by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft electronic transmittal does not contain the Imprint of a valid unexpired Cardrequired information. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated electronic transmittal for a single salePIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. (e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder alleges that he stating there is an unresolved dispute between You and the Cardholder or she the Cardholder did not participate make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchasedMerchant Application. (fh) The price You fail to take an impression of goods an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or services on the Sales Draft differs from the amount which Merchant presents for otherwise deposit or payment. (gj) The Card transaction results from an Internet, mail, phone or preauthorized order and Transaction otherwise violates the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision terms of this Agreement. (i) Servicers reasonably determine that , the Card transaction is not bona fide Laws or is subject to the Operating Regulations. In any claim of illegalitysuch case, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant Bank shall not initiate be obligated to accept a Card transaction sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in an attempt to collect a Chargebackthe manner hereinafter provided.

Chargebacks. All Chargebacks Contemporaneously with each Cardholder Purchase, a contingent and un-matured claim for Chargeback accrues against Merchant in favor of Service Providers to the extent Service Providers are due upon presentation to Merchant. In the case of a failure required, or exercise their right, to pay a Chargeback upon such presentment, in addition to the Card Networks with respect to any fees, discounts, customer credits and adjustments, charges, fines, assessments, penalties or other remedies items, which may in turn be exercised charged back to Merchant by Servicers, Service Providers. Merchant agrees that it is fully liable to pay a late charge of one Service Providers for all Chargebacks, and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers that Service Providers are authorized to deduct offset from incoming transactions and to debit via transfer or ACH the Service Providers Account, the Reserve Account, or any other account held by Merchant at Bank in the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. If Merchant further acknowledges that it is solely responsible for providing Servicers with any available information identified in a Card Network chargeback program or is receiving excessive Chargebacks (as determined by reference to re-present a Chargeback and thatapplicable Rules or Service Providers policy), regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, then (i) Merchant shall be solely responsible to Service Providers for any fines and related third-party fees, along with any overhead required for Service Providers to complete its responsibilities relative to the liability related to such Chargebackidentification; (ii) at Service Providers‘sole discretion, Services can be immediately suspended until Merchant obtains Service Providers’ approval of and implements a Chargeback remediation plan; and, (iii) if in any calendar month within the six months immediately following resumption of Services (after implementing approved remediation plan) and Merchant receives excessive Chargebacks then Service Providers can immediately terminate this Agreement. Merchant understands and agrees to accept any Chargeback where the Cardholder disputes the validity of the Transaction according to the Rules. Merchant is liable for any Transaction that Card transactions are subject Service Providers reasonably determines that Merchant has in failed to Chargeback for a variety of reasons under comply with the Rules, or if Merchant has breached Service Providers’ procedures, this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably Service Providers determine that the Card transaction Transaction record is fraudulent or that the Transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoever, including without limitation, limitation negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may The Sellers shall be exercised by Servicers, Merchant agrees to pay a late charge of one responsible for and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules shall indemnify Purchaser with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. all (i) Servicers reasonably determine chargebacks in respect of Finished Goods identifiable to shipments by the Sellers prior to the Closing Date, and (ii) chargebacks in respect of Finished Goods that are not identifiable or linkable to shipments to the extent they arise within one hundred twenty (120) calendar days following the Closing Date (the chargebacks referenced in clause (ii), the “Unidentifiable Chargebacks” and the chargebacks referenced in clauses (i) and (ii), collectively, the “Seller Chargebacks”); provided, however, that the Card transaction is not bona fide or is subject Sellers shall have the exclusive right to negotiate, authorize and approve each Seller Chargeback; provided, that the Sellers are acting in good faith and in a reasonably prudent business manner consistent with Sellers’ past practices; provided further, that the Sellers shall only be responsible for and shall only indemnify Purchaser with respect to Seller Chargebacks in excess of the amounts reserved for Seller Chargebacks in the Closing Date Balance Sheet. Purchaser shall be responsible for and shall indemnify the Sellers with respect to any claim and all (i) chargebacks in respect of illegalityFinished Goods identifiable to shipments by Purchaser or its Affiliates on or after the Closing Date and (ii) chargebacks in respect of Finished Goods that are not identifiable or linkable to any shipments to the extent they arise on or after the one hundred twenty-first (121st) calendar day following the Closing Date (collectively, cancellationthe “Purchaser Chargebacks”); provided, rescissionhowever, or offset for any reason whatsoeverthat Purchaser shall have the exclusive right to negotiate, including without limitationauthorize and approve each Purchaser Chargeback; provided, negligence, fraud or dishonesty on that the part of Merchant or MerchantPurchaser is acting in good faith and in reasonably prudent business manner consistent with Purchaser’s agents or employeespast practices. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to Merchant. In the case of a failure to pay a Chargeback upon such presentment, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons; and (iii) as follows: (a) The Sales Draft No specific prior Authorization for the Transaction was obtained from the Authorization Center, the approval number does not appear in the electronic transmittal that is illegiblemaintained by Bank, not signed or the Transaction was submitted to the Bank or SIGNATURE thirty (30) days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by the Cardholder or has not been presented to Servicers within the required time-frames.relevant Cardholder; (b) The Sales Draft does not contain Transaction was based on a pre-authorization form and the Imprint of a valid unexpired Card.Card on which the Authorization was based has been canceled and Merchant was so notified prior to the Transaction; (c) A valid authorization number has not been correctly The Card giving rise to the Transaction was canceled and legibly recorded on prior to, or at the Sales Draft.time of, the Transaction, and Merchant received notice of the cancellation through the electronic terminal, in writing or otherwise; (d) The Sales Draft is a duplicate Card expired prior to the date of a the Transaction or the date of Transaction was prior Card transaction or is to the result of two or more Card transactions generated for a single sale.validation date, if any, indicated on the Card; (e) The Cardholder alleges that he or she did information required in Sections 17 and 18(b) above was not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased.submitted to Bank; (f) The price Bank or Issuer has received a complaint from or on behalf of goods a Cardholder stating that there is an unresolved dispute or services on the Sales Draft differs from the amount which defense to a charge (whether or not valid) between Merchant presents for payment.and Cardholder; (g) The Card transaction results from an Internet, mail, phone Cardholder makes a written complaint to Bank or preauthorized order and Issuer that the Cardholder disputes entering into did not make or authorizing authorize the Card transaction or the Card transaction has been made on an expired or non-existing account number.Transaction; (h) Servicers reasonably believe A setoff or counterclaim of any kind exists in their discretion favor of any Cardholder against Merchant that may be asserted in defense of an action to enforce payment against the Cardholder in a Transaction; (i) The Transaction was made at or by a Merchant other than Merchant named in this Agreement; (j) The Transaction otherwise violates the terms of this Agreement or any other Association or Issuer bylaw, rule, regulation, policy or guideline; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Transaction is false or inaccurate in any respect. In any such case, Bank shall not be obligated to accept a Transaction for credit to the Operating Account. If Bank has violated credited the Operating Account or Reserve Account for such a Transaction, Bank may return the Transaction to the Merchant, and Merchant shall pay Bank the amount of the Transaction. Merchant agrees that Bank, without prior notice to Merchant, may (i) charge the amount of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with Bank’s decision to charge back a Transaction, Merchant must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide , if Bank or is subject to any claim of illegalitySIGNATURE, cancellationif SIGNATURE has indemnified Bank, rescission, or offset takes legal action against Merchant for any reason whatsoeverChargebacks or any amounts due Bank or SIGNATURE hereunder, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargebackpay the costs and attorneys’ fees incurred by Bank and/or SIGNATURE, whether suit is commenced or not.

Chargebacks. All Chargebacks are due upon presentation Purchaser shall have the right to Merchantchargeback to Seller any Purchased Account: (A) which remains unpaid ninety (90) calendar days after the invoice dated; (B) with respect to which there has been a material breach of any warranty, representation, covenant or agreement set forth in this Agreement; (C) with respect to which the Account Debtor asserts any Adjustment; or (D) which is owned by an Account Debtor who has filed, or has had filed against it, any bankruptcy case, insolvency proceeding, assignment of the benefit of creditors, receivership or insolvency proceeding, or who has become insolvent (as defined in the United States of Bankruptcy Code) or who is generally not paying its debts become due. In Upon demand by Purchaser, Seller shall pay to Purchaser the case full face amount of a failure any Purchased Account which has been charge back to pay a Seller pursuant to this Section 3.2, or the extent partial payment has been made, the amount by which the face amount of such Purchased Account exceeds such partial payment, together with any attorneys’ fees and cost incurred by purchaser in connection with collecting such Purchased Account (collectively, the “Chargeback upon such presentmentAmount”). Purchaser shall advise Seller regarding how to Chargeback Amount shall be paid, in addition to any other remedies which may be exercised by Servicersany one or a combination of the following, Merchant agrees in Purchaser’s sole discretion: (1) payment in cash immediately upon demand; (2) deduction from or offset against any remittance that would otherwise be payable to pay a late charge of one and one half percent Seller; (1.5%3) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees payment from any settlement amounts due Advances that may otherwise be made to Merchant or from Seller; (4) adjustment to the Reserve Accountpursuant to Section 1.3 hereof; or (5) delivery or substitute Accounts and Schedule of Accounts acceptable to Purchaser, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant which Accounts shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-framesconstitute Purchased Accounts. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are Bank shall have the right, at any time and without notice, to chargeback to Merchant the full amount of any Item designated by Bank or a Card Association or Card issuing bank or which fails to meet the requirements of this Agreement, the Operating Manual, the Operating Regulations or applicable law (“Chargeback”) and to deduct, divert, withdraw or setoff the full amount of any such Chargeback from (a) payments due upon presentation to Merchant from Card transactions, (b) the Settlement Account, (c) the Reserve Account or (d) any other account or amounts due Merchant. In the case of a failure Merchant agrees to be liable for and pay Bank for all Chargebacks. Merchant agrees to pay (a) the full amount of any Chargeback, including any fine or fee associated therewith and (b) the costs and expenses of Bank (including, without limitation, administrative charges, investigations, retrieval and legal fees and costs) related to any Item subject to (i) legal process (including reproduction of records), (ii) a bankruptcy or insolvency proceeding or (iii) Chargeback. If Bank or any Card Association determines or suspects any Item to be questionable, such Item is subject to Chargeback. Bank shall retain any discount or fee related to a Chargeback upon transaction. Disputes relating to Chargebacks shall be governed by the Operating Regulations, including Merchant’s obligation to provide required documentation. If any of the Card Associations assess a fine in connection with Merchant’s activities, including, without limitation, due to Chargebacks or credits/returns that exceed the industry standards or constitute excessive Chargebacks under the Operating Manual or Operating Regulations, Merchant shall be obligated to pay such presentmentfine, in addition to plus any other remedies which may be exercised by Servicersapplicable charges. In addition, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month any fines or portion thereofother amounts imposed by any Card Association for its activities, or the highest amount allowable by lawincluding without limitation, whichever is less, on all unpaid Chargebacks. Servicers are Merchant agrees to obtain authorization for all Card transactions. Any Card transaction not properly authorized is made with full recourse to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to AccountMerchant. Merchant acknowledges and agrees that it authorization for a Card transaction (i) indicates only the availability of credit at the time of the authorization, (ii) does not warrant that the person presenting the Card is bound by the Rules with respect rightful cardholder, (iii) is not an unconditional guaranty of payment to Merchant and (iv) does not guaranty that any Card transaction will not be subject to Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate submit a Card transaction in that is an attempt to collect a ChargebackChargeback or which represents the financing of an existing obligation to Merchant, including a dishonoured check.

Chargebacks. All Chargebacks Contemporaneously with each Cardholder Purchase, a contingent and un-matured claim for Chargeback accrues against Merchant in favor of Service Providers to the extent Service Providers are due upon presentation to Merchant. In the case of a failure required, or exercise their right, to pay a Chargeback upon such presentment, in addition to the Card Networks with respect to any fees, discounts, customer credits and adjustments, charges, fines, assessments, penalties or other remedies items, which may in turn be exercised charged back to Merchant by ServicersService Providers. ▇▇▇▇▇▇▇▇ agrees that it is fully liable to Service Providers for all Chargebacks, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers that Service Providers are authorized to deduct offset from incoming transactions and to debit via transfer or ACH the Bank Account, the Reserve Account, or any other account held by Merchant at Bank in the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. If Merchant further acknowledges that it is solely responsible for providing Servicers with any available information identified in a Card Network chargeback program or is receiving excessive Chargebacks (as determined by reference to re-present a Chargeback and thatapplicable Rules or Service Providers policy), regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, then (i) Merchant shall be solely responsible to Service Providers for any fines and related third-party fees, along with any overhead required for Service Providers to complete its responsibilities relative to the liability related identification; (ii) at Service Providers‘ sole discretion, Services can be immediately suspended until Merchant obtains Service Providers’ approval of and implements a Chargeback remediation plan; and, (iii) if in any calendar month within the six months immediately following resumption of Services (after implementing approved remediation plan) and Merchant receives excessive Chargebacks then Service Providers can immediately terminate this Agreement. ▇▇▇▇▇▇▇▇ agrees to such Chargebackaccept any Chargeback where the Cardholder disputes the validity of the Transaction according to the Rules. Merchant understands and agrees is liable for any Transaction that Card transactions are subject Service Providers reasonably determines that Merchant has in failed to Chargeback for a variety of reasons under comply with the Rules, or if Merchant has breached Service Providers’ procedures, this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably Service Providers determine that the Card transaction Transaction record is fraudulent or that the Transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoever, including without limitation, limitation negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation Seller shall retain all right, title and interest in claims against or payments from merchants in respect of amounts that were charged back through Visa(R) or MasterCard(R) by Seller prior to Merchantthe Closing Date or will be charged back after the Closing Date in each case in respect to which Seller had credited the affected Account Receivable prior to the Closing Date (the "Chargeback Amount"). In the case event any such payment with respect to such Chargeback Amount is received by Purchaser, such amount shall be promptly paid to Seller. After the Closing Date, Purchaser shall have all right, title and interest in claims against or payments from merchants in respect of a failure all amounts in connection with the Accounts that were charged back through the systems of Visa(R) or MasterCard(R) by Seller prior to the Closing Date and in respect to which Seller had not credited the affected Account Receivable prior to the Closing Date; provided, however, that if the merchant refuses to pay a such Chargeback upon Amount because of any act or omission of Seller in violation of applicable rules of Visa(R) or Mastercard(R), Seller shall promptly pay Purchaser such presentmentamount and Purchaser shall assign to Seller any and all rights Purchaser may have against the merchant. Purchaser shall have all right, title and interest in addition all claims against or payment from merchants in respect of all amounts in connection with the Accounts that are charged back through the systems of Visa(R) or Mastercard(R) after the Closing Date and in respect to which the affected Account had not been credited prior to the Closing Date, and in the event that any other remedies which may such payment is received by Seller, such amount shall be exercised promptly paid by Servicers, Merchant agrees Seller to pay a late charge of one and one half percent (1.5%) per month or portion thereofPurchaser. In the event either party hereto receives, or otherwise has possession of, documents which the highest amount allowable by lawother party needs in order to pursue a chargeback claim, whichever is lessthe party which has such documents shall send such documents to the other party within five (5) Business Days after written request therefore. Anything contained in this Agreement to the contrary notwithstanding, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules received with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers Account after the Closing Date not in excess of the amount (if any) of the Chargeback Amount with any available information respect to re-present a Chargeback and thatsuch Account shall belong to Seller and, regardless of any information it provides or does not provide Servicers in connection with a Chargebackif received by Purchaser after the Closing Date, or any other reason, Merchant shall be solely responsible for promptly paid to Seller. Seller may retain any such amounts received by it after the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-framesClosing Date. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All The Merchant (Customer) is responsible for any and all Chargebacks are due for which the Schemes Rules has determined the Merchant (Customer) as liable, as well as Schemes fines, assessments and fees related to or arising out of such Chargebacks, and will pay the Bank upon presentation to Merchant. In demand, the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the face amount of any Chargebacks Chargebacks. Once the Merchant (Customer) is enrolled for 3Dsecure, then risk of Chargeback under the Schemes Rules will be reduced. the Bank shall have the absolute right, at any time and fees without notice, to charge back to you, and deduct, withdraw or set-off from payments due to you from transactions or from the settlement account, if applicable, any settlement reserve account, any other account or from amounts due to Merchant (Customer), for the full amount of any item designated by the Bank. The Merchant (Customer) shall reimburse the Bank for any Chargebacks, return items, or other losses resulting from the Reserve Account, if any, or collect by any other means, including by debit Merchant’s (Customer) failure to Account. Merchant acknowledges and agrees that it is bound produce a Card Transaction record requested by the Rules with respect Bank within the applicable time limits. The Bank shall have the right to any Chargeback. debit the Merchant’s (Customer) incoming Chargebacks, through the settlement account and to charge such Chargebacks to Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement(Customer), including without limitation, for and by way of example, in any of the following reasonssituations: (a) The Sales Draft is illegible, not signed by the Cardholder or has not A. Where goods have been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods returned or services purchased, or receive cancelled by a required credit adjustment, or disputes the quality of the goods or services purchased. Cardholder (fConsumer/ Buyer) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder (Consumer/ Buyer) requested a Credit Record and such Credit Record was not processed by the Merchant (Customer) within three (3) Business Days; B. Where the Transaction is for a type of Product sold other than as disclosed in the Merchant (Customer) Application portion of this Merchant (Customer) Agreement and approved in advance by the Bank and the sales transaction was charged back; C. Where a Cardholder (Consumer/ Buyer) contends or disputes entering into or authorizing in writing to the Card transaction Bank or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement.Issuing Bank that: (i) Servicers reasonably determine that Products were not received by the Card transaction is Cardholder (Consumer/ Buyer); or (ii) Products received by a Cardholder (Consumer/ Buyer) do not bona fide or is subject conform to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty the description on the part of Merchant or Merchant’s agents or employees.Sales Record; or (jiii) Products were sold in a misleading fashion or manner by the Merchant fails to provide (Customer); or (iv) Products were defective; or (v) The dispute reflects a claim or defense authorized against issuers or creditors by a governmental agency, a relevant statute or regulation; D. Where a Sales Draft Record or legible copy thereof to Servicers Credit Record was not received by the Bank as required in accordance with the terms of this Merchant (Customer) Agreement; E. Where the Sales Record was not completed as required by this Merchant (Customer) Agreement or the Rules; F. The Cardholder (Consumer/ Buyer) has certified in writing to the Bank or the Issuing Bank that the Cardholder (Consumer/ Buyer) did not make or authorize such a transaction (i) Where the Issuing Bank or the Bank has information or belief that the Merchant (Customer) fraud occurred at the time of the transaction(s), whether or not such transaction(s) was properly Authorized by the Issuing Bank, and the Cardholder (Consumer/ Buyer) neither participated in nor authorized the transaction(s); G. In any other situation where the Sales Record was executed or depository credit was given to the Merchant (Customer) in circumstances constituting a breach of any representation or warranty of the Merchant (Customer) or in violation of the Rules, whether or not a transaction is charged back by the Issuing Bank. If, with respect to any one of the Merchant’s (Customer) outlets, the amount of any Card counterfeit or fraud incidences becomes excessive, in the sole and absolute discretion of the Bank, the Merchant (Customer) may be charged back for all Transactions and this Merchant (Customer) Agreement shall be terminated immediately for cause. The Merchant (Customer) understands that the Bank may assess a Chargeback Fee for each Chargeback plus the amount of any Chargeback fines or penalties assessed by VISA or MasterCard or Union Pay International against the Bank for Transactions arising from the activities of Merchant (Customer), or any other charges as may be established by the Bank from time to time. Furthermore, the Bank may assess Merchant (Customer) a fee for processing any fines or penalties that may be charged by VISA or MasterCard or Union Pay at the sole and absolute discretion of the Bank. If the actual Card is “not present”, Merchant (Customer) understands and acknowledges that the Merchant (Customer) bears one hundred percent (100%) of the risk of Chargeback under the Rules, for all Card Transactions and any fees resulting from such Card “not present” transactions and hereby agrees, without limiting any other provisions in this Merchant (Customer) Agreement, to hold the Bank harmless from any losses, claims, and costs arising from or associated with all such Card Transactions, including any Authorizations. Merchant (Customer)’s obligation to pay chargebacks shall survive the termination or expiration of this Merchant (Customer) Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation You agree to Merchant. In accept for chargeback, and will be liable to the case of a failure to pay a Chargeback upon such presentment, Bank in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees Transaction disputed by the Cardholder or Card Issuer for any reason under the Operating Regulations. You authorize the Bank to offset from any settlement amounts funds due You or to Merchant or from debit the Reserve AccountOperating Account or, if anyapplicable, or collect by the reserve account for the amount of all chargebacks. You will fully cooperate with the Bank in complying with the Operating Regulations regarding all chargebacks. Subject to any other meanscontrary provisions in this Agreement, including by debit to Account. Merchant acknowledges and agrees that it is bound the acceptance by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless Bank of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant sales receipt for deposit to Your Operating Account shall be solely responsible for the liability related made with full recourse to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this AgreementYou, including without limitation, for the following reasonswhere: (a) The Sales Draft Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction You received notice of such cancellation through the electronic terminal or otherwise. b) The Approved Card had expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Approved Card. c) The sales receipt does not contain the signature that appears in the AUTHORIZED SIGNATURE panel of the Approved Card or is illegible, not signed unsigned by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft electronic transmittal does not contain the Imprint of a valid unexpired Cardrequired information. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated electronic transmittal for a single salePIN-based Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. (e) The sales receipt represents a Transaction on which the Bank has received a complaint from or on behalf of a Cardholder alleges that he stating there is an unresolved dispute between You and the Cardholder or she the Cardholder did not participate make or authorize the Transaction. f) A setoff or counterclaim of any kind shall exist in favor of any Cardholder against You that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. g) The sales receipt represents a transaction that was made at or by a merchant other than You as named in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchasedMerchant Application. (fh) The price You fail to take an impression of goods an Approved Card that was not electronically read by the terminal for a Card present transaction. i) There is an attempt to circumvent a card issuer’s Authorization Limit by splitting the transaction or services on the Sales Draft differs from the amount which Merchant presents for otherwise deposit or payment. (gj) The Card transaction results from an Internet, mail, phone or preauthorized order and Transaction otherwise violates the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision terms of this Agreement. (i) Servicers reasonably determine that , the Card transaction is not bona fide Laws or is subject to the Operating Regulations. In any claim of illegalitysuch case, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant Bank shall not initiate be obligated to accept a Card transaction sales receipt for deposit to Your Operating Account. If the Bank has credited Your Operating Account for a Transaction involving any of the circumstances indicated above, the Bank may chargeback the amount of such Transaction without prior notification, which amount You will pay in an attempt to collect a Chargebackthe manner hereinafter provided.

Chargebacks. All Chargebacks are due upon presentation Any Sales Slip or Card Sale is subject to Merchant. In Chargeback under any one or more of the case following circumstances, and thereupon the provisions of a failure to pay a Chargeback upon SECTION 6.B. below shall apply: (i) The Card application or any information on the Card application or the Sales Slip or any required information on the Sales Slip (such presentmentas the account number, in addition to any other remedies which may be exercised by Servicersdescription of Goods purchased, Merchant agrees to pay a late charge of one and one half percent (1.5%transaction amount or date) per month is illegible or portion thereofmaterially incomplete, or the highest amount allowable Sales Slip or Card application is not executed by lawthe Cardholder; or Authorization is not obtained from Household's Authorization Center, whichever or a valid Authorization number is lessnot correctly and legibly entered on the Sales Slip; or the Sales Slip is a duplicate of an item previously paid, or the price of the Goods or services shown on all unpaid Chargebacks. Servicers are authorized to deduct the Sales Slip differs from the amount shown on the Cardholder's copy of the Sales Slip; (ii) Household determines that (1) any Chargebacks and fees from of Merchants has breached or failed to satisfy in any settlement amounts due to Merchant or from the Reserve Accountmaterial respect, if anyany term, condition, covenant, warranty, or collect by any other meansprovision of this Agreement, including by debit to Account. Merchant acknowledges and agrees that it is bound by including, without limitation, SECTIONS 4A AND 5A above, or of the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and thatOperating Instructions, regardless of any information it provides or does not provide Servicers in connection with a ChargebackSales Slip or the transaction to which it relates, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback an application for a variety Card or the opening of reasons under the Rules, an Account; or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a2) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft Slip, Card application or Card Sale is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide fraudulent or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoever, including including, without limitation, negligence, fraud fraud, misrepresentation, or dishonesty on the part of Merchant the customer or Merchant’s agents Merchants or their agents, employees., licensees, or franchisees, or that the related transaction is not a bona fide transaction in Merchants' ordinary course of business; (jiii) Merchant fails the Cardholder disputes or denies the Card Sale or other Card transaction, the execution of the Sales Slip or Card application, or the delivery, quality, or performance of the Goods, services or warranties purchased, or the Cardholder has not authorized the Card Sale, or alleges that a credit adjustment was requested and refused or that a credit adjustment was issued by Merchants but not posted to provide a the Account; or (iv) Merchants fail to deliver to Household the Sales Draft Slip, Credit Slip, Card application or legible copy thereof to Servicers other records of the Card transaction within the times required in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All 4.1 Merchant has full liability and responsibility for all Chargebacks. Some of the most common reasons for a Chargeback are (i) the Charge Record was prepared incorrectly or fraudulently (ii) Merchant did not obtain proper authorization, or did not provide a correct and legible authorization code on the Charge Record, (iii) the Cardholder disputes participating in or approving the Transaction, (iv) the Cardholder alleges that return of goods was improperly refused or that a refund was not processed for the Cardholder, (v) the Cardholder has asserted what the Cardholder believes is a good faith claim or defense against the Transaction, or (vi) the Card was not actually presented at the time of the Transaction and the Cardholder denies making the purchase. 4.2 If Merchant has a reason to dispute or respond to a Chargeback, then Merchant must do so by the date provided on the applicable Chargeback Notice. Processor will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if Merchant has not timely responded to the notice. 4.3 If Processor or Bank determines that Merchant is receiving excessive Chargebacks (as determined by reference to applicable Operating Rules and/or Bank policy, which may be modified from time to time), Processor or Bank may, but are due upon presentation not obligated to, (i) notify Merchant of new procedures it should adopt, (ii) increase or add additional Processing Fees imposed for processing Chargebacks, (iii) establish or increase the amount held in any Reserve Account, and/or (iv) terminate this Merchant Agreement, at Processor's or Bank's' discretion, without advance notice. Merchant must immediately pay any fines or fees imposed by a Card Network or Processor or Bank relating to Chargebacks to Merchant. 4.4 Each Chargeback to Merchant is immediately due and payable by Merchant. In Without limiting Processor's or Bank's other remedies or Processor's or Bank's security interest described in this Merchant Agreement, Processor or Bank may deduct, debit and withhold the case amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Account, or any Merchant account at Bank. 4.5 In order to comply with Retrieval Requests, Merchant shall store and retain Charge Record in compliance with the Operating Rules, including any time frames set forth therein. Within 7 days (or such shorter time as the Operating Rules may require) of Processor sending Merchant a Retrieval Request, Merchant must provide to Processor (i) written resolution of Merchant's investigation of such Retrieval Request, and (ii) legible copies of any supporting documentation requested or required by the Retrieval Request. Merchant acknowledges that failure to fulfill a Retrieval Request timely and in accordance with the Operating Rules may result in an irreversible Chargeback. 4.6 To the extent that Processor or Bank has provisionally paid or may pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicersor return, Merchant agrees will be obligated to pay a late charge of one reimburse Processor and one half percent (1.5%) per month Bank for any sums Processor or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid ChargebacksBank pay. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to If Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargebackreimburse Processor or Bank, or Processor and Bank will have all of the rights and remedies of Cardholders under law and may assert any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint claim on behalf of a valid unexpired CardCardholder individually or on behalf of all Cardholders as a class. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant ▇▇▇▇▇▇▇▇ agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant ▇▇▇▇▇▇▇▇ acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant ▇▇▇▇▇▇▇▇ understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant ▇▇▇▇▇▇▇▇ presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant ▇▇▇▇▇▇▇▇ has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation In certain circumstances, Card Issuers, Card Schemes and/or Other Financial Institutions refuse to Merchant. In the case Settle a Transaction or require repayment from us in respect of a failure to pay a Chargeback upon such presentmentTransaction previously settled and/or Remitted, in addition to any other remedies which notwithstanding that Authorisation may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or have been obtained from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges Card Issuer and/or Other Financial Institution (such circumstances being a "Chargeback"). (i) You acknowledge and agrees agree that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or you may be required to reimburse us for Chargebacks in circumstances where you have accepted payment in respect of the relevant Transaction and even if Merchant has breached this Agreement, including without limitation, you are under no legal liability for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder supply or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality performance of the goods or services purchasedconcerned. (fii) The price All Chargebacks shall correspond to the whole or part of goods or services the Settlement value of the original Transaction or, at our option, to an amount converted to the Settlement currency from the currency of Chargeback by the Card Scheme to Us at the rate of exchange quoted by us for Settlement purposes on the Sales Draft differs from day the amount which Merchant presents for paymentChargeback is processed. (giii) The Card transaction results Where a Chargeback occurs, we shall immediately be entitled to debit Your Merchant Bank Account and/or make a deduction from an Internetany Remittance and/or invoice you to recover: 1. the full amount of the relevant Chargeback; and 2. any other costs, mailexpenses, phone liabilities or preauthorized order and the Cardholder disputes entering into Fines which we may incur as a result of or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account numberin connection with such Chargeback ("Chargeback Costs"). (hiv) Servicers reasonably believe in their discretion that A Chargeback represents an immediate liability from You to Us and where the full amount of any Chargeback and/or any Chargeback Costs is not debited by Us from Your Merchant has violated Bank Account or deducted from any provision Remittance or invoiced, then We shall be entitled to otherwise recover from You by any means the full amount of this Agreementsuch Chargeback and Chargeback Costs (or the balance thereof, as the case may be). (iv) Servicers reasonably determine that We shall not be obliged to investigate the validity of any Chargeback by any Card transaction is not bona fide Issuer, Card Scheme or is subject to Other Financial Institution, whose decision shall be final and binding in respect of any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employeesChargeback. (jvi) Merchant fails As Chargebacks may arise a considerable period after the date of the relevant Transaction, You acknowledge and agree that, notwithstanding any termination of the Subscription for any reason, We shall remain entitled to provide recover Chargebacks and Chargeback Costs from You (and, where relevant, from any Person who has provided Us with a Sales Draft guarantee or legible copy thereof security relating to Servicers Your obligations under the Subscription) in accordance with this Agreementrespect of all Chargebacks that occur in relation to Transactions effected during the term of the Subscription. (kvii) We reserve the right to immediately pass on to you and recover from you any Fines incurred and/or impose further charges on you and/or terminate the Subscription forthwith if we consider that the total value of Refunds and/or Chargebacks is unreasonable. We can recover Fines from you in the same way as Chargebacks and in any event they represent an immediate liability from you to us. (viii) If we consider in good faith that there is a high risk of Chargeback, You shall on demand by us put such funds into Your Merchant Bank Account as we shall not initiate a Card transaction in an attempt to collect a Chargebackrequire covering such risk.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. 6.1 Merchant acknowledges and agrees that it is bound by in certain circumstances, Card Issuers, Payment Schemes or other financial institutions may (i) refuse to settle a transaction or (ii) impose Chargebacks on PayU (or the Rules Merchant Acquiring Bank, in accordance with respect to any Chargeback. clause 6.12). 6.2 The Merchant further acknowledges agrees that it is solely responsible may be required to reimburse PayU for providing Servicers with any available information to re-present a Chargeback and that, regardless Chargebacks where the Merchant has accepted payment in respect of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, the relevant transaction (even if the Merchant shall be solely responsible are under no legal liability for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, supply or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality performance of the goods or services purchasedconcerned). Where applicable, the Merchant must respond to cardholder disputes and handle Chargebacks in accordance with Payment Scheme Rules. (f) The price 6.3 All Chargebacks shall correspond to the whole or part of goods the settlement value of the original transaction or, if applicable, at the option of PayU, to an amount converted to the settlement currency from the currency of Chargeback by the Card Issuer, Payment Scheme or services other financial institution to PayU at the rate of exchange quoted by PayU for settlement purposes on the Sales Draft differs day the Chargeback is processed. 6.4 Where a Chargeback occurs, PayU shall immediately be entitled to recover from the Merchant – 6.4.1 the full amount which Merchant presents for paymentof the relevant Chargeback; and 6.4.2 any other costs, expenses, liabilities or Fines incurred as a result of or in connection with such Chargeback ("Chargeback Costs"). (g) The 6.5 A Chargeback represents an immediate liability from the Merchant to PayU. 6.6 PayU shall not be obliged to investigate the validity of any Chargeback by any Card transaction results Issuer, Payment Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargeback. 6.7 As Chargebacks may arise a considerable period after the date of the relevant transaction, PayU shall remain entitled to recover Chargebacks and Chargeback Costs from an Internetthe Merchant in respect of all Chargebacks, mail, phone even after the termination of the contractual relationship between the Merchant and PayU. 6.8 PayU may immediately pass on and recover from the Merchant any Fines or preauthorized order further charges incurred as a result of or in connection with Chargeback Costs and/or terminate this Agreement and the Cardholder disputes entering into or authorizing Services provided hereunder if PayU in its sole opinion considers that the Card transaction or the Card transaction has been made on an expired or non-existing account numbertotal value of Refunds and/or Chargebacks is unreasonable. 6.9 It is the Merchant's responsibility to prove to PayU's satisfaction (hor that of the relevant Card Issuer or other financial institution) Servicers reasonably believe in their discretion that Merchant has violated any provision the debit of this Agreementa customer's account was authorised by such customer. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject 6.10 The Merchant agree to any claim of illegalityprocess returns of, cancellationand provide refunds and adjustments for, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers products sold and/or payment collected through its merchant site in accordance with this Agreement, the acquiring banks instructions and card association rules. The Merchant understands that all refunds must be routed through the same acquiring bank payment gateway through which the transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the transaction refunded. (k) 6.11 The Merchant agrees and confirms that it shall not initiate remain solely liable after the termination of the Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by PayU, acquiring banks, Payment Schemes and/or Customers and for all claims and proceedings arising against PayU and/or an acquiring bank with respect to the Agreement. 6.12 Without limiting the generality of this clause 6, in respect of Chargebacks and Refunds in the event that the Merchant has its own Merchant Acquiring Account, the Merchant acknowledges and agrees that by having it its own Merchant Acquiring Account with an Acquiring Bank for the receipt of Services by PayU, and as such, all Chargebacks, Chargeback Costs and terms and conditions associated to Chargebacks are between the Merchant and the Merchant Acquiring Bank in a Card transaction in separate merchant agreement. The Merchant agrees and confirms that it shall remain solely liable after the termination of the Agreement for refunds, penalties, loss, damages or cost incurred by the Merchant, acquiring banks, Payment Schemes and/or Customers and for all claims and proceedings arising against PayU South Africa and/or an attempt acquiring bank with respect to collect a Chargebackthe Agreement.

Chargebacks. All Chargebacks are due upon presentation A Charge may be deemed by Diners Club to Merchant. In the case of a failure to pay be a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasonscircumstances: (a) The Sales Draft it is illegible, incurred using an Individual Card that has not been signed by the Cardholder; (b) it is incurred outside the validity period shown on the Card; (c) the Card number or truncated Card number appearing on the Approved Terminal Receipt is not the same as the Card number of the Card which is produced to incur the Charge; (d) it is incurred by the Cardholder on a Card that is not a valid Card; (e) it is incurred in contravention of any marking specified on the Card indicating the use of the Card is restricted; (f) it is incurred by forgery of the Cardholder’s signature where the signature on the Record of Charge Form or an Approved Terminal Receipt is conspicuously obviously different to that of the true Cardholder’s signature; (g) it has not been incurred or processed in accordance with these terms and conditions or the Processing Guidelines; (h) it is incurred involving a Record of Charge Form or Approved Terminal Receipt that is not signed by the Cardholder or has not been presented is incomplete or illegible as to Servicers within the required time-frames.Cardholder’s name or the number or validity date of the Card; (bi) The Sales Draft does it is processed through an EFTPOS terminal or other electronic charging system terminal which is not contain the Imprint of a valid unexpired Card.an Approved Terminal; (cj) A valid authorization number has not been correctly and legibly recorded on where the Sales Draft.date of the Charge is wholly or partly incapable of being deciphered or processed; (dk) The Sales Draft is it relates to a duplicate of a prior Card transaction or is which you key enter through an Approved Terminal despite not having obtained an Approval Code for the result of two or more Card transactions generated for a single sale.Charge through the Approved Terminal; (el) The Cardholder alleges that he Diners Club receives the details or she did not participate in date of the saledebit Charge is more than seven days or date of credit Charge is more than thirty days after the Charge was incurred by the Cardholders; (m) you billed the amount of the Charge direct to the Cardholder, authorize or received payment for the Charge other than through the use of a Card or Account; (n) it exceeds the CardFloor Limit except where you obtained Authorisation under clause 4; (o) the Approved Terminal referred you to Diners Club to get Authorisation and (not being a mail or telephone order Charge) you did not get from Diners Club, receive or Diners Club refused to give you, Authorisation; (p) the Cardholder refuses to pay it because goods or services purchasedthe subject of the Charge were defective, returned, not delivered or provided, or receive not as agreed; (q) it relates to the rental of a required credit adjustment, motor vehicle and it cannot be substantiated by written evidence that the Charge was incurred and approved by the Cardholder; (r) it relates to a mail or disputes telephone order which the quality of Cardholder has failed to pay and you cannot produce to Diners Club on request a bill or order form for the goods or services purchased.the subject of the Charge bearing the Cardholder’s signature and Card number; (fs) The price it relates to a transaction for which you have previously processed a Charge under these terms and conditions; (t) the amount of goods the Charge is altered by you or services on any other person in any way after the Sales Draft differs Cardholder signed the Record of Charge Form or the Approved Terminal Receipt; (u) in Diners Club’s opinion it relates to a single transaction which has been split into two or more Charges; (v) it is incurred through the use of a Card which was evidently a forgery, or which you had reasonable grounds to suspect was a forgery (other than a Charge that is covered by clause 8.3(f); (w) it is unsigned and incurred in a hotel Establishment for which the Cardholder can furnish a cancellation number provided by the hotel or the amount of the Charge exceeds the cost of one night’s stay; or (x) it is a Delayed Charge that cannot be recovered from the amount which Merchant presents for paymentCardholder. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks (a) We do not decide which Transactions are due charged back and we do not control the outcome of the Dispute or Chargeback request. You must respond to our request for information regarding a Dispute or Chargeback within five (5) Business Days of our request so that we can facilitate a request to reverse a Chargeback from the Card Issuer. From time to time a Cardholder may be able to chargeback a Transaction even though you have provided the goods or services. Even if an Authorization Number has been issued for a Transaction, we may refuse to accept any such Transaction Record. We will automatically debit your Business Account with the value of the disputed amount of the Transaction upon presentation receipt from the Card Issuer, pending the Dispute / Chargeback case resolution. If a Dispute is valid, the Chargeback deduction will remain on your Business Account. The Card Issuer may process a Dispute / Chargeback if any one or more of the following applies (this list is not exhaustive): • The Transaction Record is illegible or does not contain all of the information required by the Agreement and Card Association Rules and Regulations; • The Transaction was not completed according to Merchantthe terms of this Agreement; • The amount of the Transaction exceeds your Floor Limit; • The Cardholder did not authorize the Transaction, or you otherwise did not get an Authorization Number according to the terms of this Agreement; • The Card used in the Transaction is one we told you not to accept or subject to a fraud warning; • The Transaction has been disputed by the Cardholder; • The Transaction Receipt refers to merchandise which the Cardholder claims has been returned to you or has not been received by Cardholder; • The Cardholder claims the goods or services referred to in the Transaction Receipt were unsatisfactory; • The Cardholder has a receipt for a credit or voided Transaction; however, you have not processed it. • The Cardholder claims to have cancelled a service, but the related credit has not been applied to the Cardholder’s statement. • The Cardholder claims that the Transaction amount is incorrect. • The Cardholder claims that a single Transaction was processed more than once. • The Cardholder claims that they paid for the merchandise or service by other means (i.e. cash, cheque, other card, etc.). • The signature on the Transaction Receipt is not reasonably similar to that on the signature panel of the Card, or is claimed to be a forgery; • You process a Transaction Receipt for a pre-authorized order after receiving notice form the Cardholder to cancel further Transactions; • The Transaction was made without the Cardholder’s permission; • You have failed to keep a copy of the Transaction Receipt as set forth herein or after we have asked you to, you have failed to give us a copy of the Transaction Receipt within five (5) Business Days of our request; • In the case of a failure Card-Absent Transaction, you did not have our prior written approval to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereofaccept Card-Absent Transactions, or a Cardholder disputes a Card-Absent Transaction; • The Transaction included a cash advance from you to the highest amount allowable by lawCardholder; • The Transaction was illegal, whichever is lessunenforceable, on all unpaid Chargebacks. Servicers are authorized null or invalid; • The Transaction involves covering an existing debt or a dishonoured check; • In an effort to deduct conceal the amount of any Chargebacks the Transaction, you divided the amount between more than one Transaction Receipt; • The full amount of a single Transaction was not authorized; • You have previously deposited the same Transaction Record and fees received credit for it; • The Transaction Record represents a Transaction that never took place; • You have misrepresented a Transaction, attempted to deposit a Transaction Record that did not result directly from any settlement amounts due a Transaction between you and the Cardholder, that is a fictitious Transaction or you otherwise attempted to Merchant defraud us; • The Card Issuer charges back all or from part of the Reserve Account, if any, amount of a Transaction in accordance with the Card Association Rules and Regulations; or collect by • In any other meansway, including by debit to Account. Merchant acknowledges you have not followed the terms of this Agreement or the Card Association Rules and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-framesRegulations. (b) The Sales Draft does You agree that the amount of any Chargeback is a debt payable by you to the Bank. You agree that we are not contain the Imprint of a valid unexpired Cardresponsible for any charged back Transactions. (c) A valid authorization number has not been correctly If your Chargeback volume is excessive, the Card Association may impose Chargeback fees or administration fees and legibly recorded on fines. You agree to reimburse Bank for the Sales Draft. (d) The Sales Draft is amount of these and all other fees imposed as a duplicate of a prior Card transaction or is the result of two your Chargeback activity. We may also set off any such amounts from any Account(s) you maintain with us or more Card transactions generated our affiliate(s). You will cooperate with us to determine why your Chargeback volume is excessive. You agree to promptly implement any measures that we tell you are necessary to reduce your Chargeback volume. We may suspend or terminate access to your service without notice for a single sale. (e) The Cardholder alleges that he any store or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing location whose Chargeback volume is excessive and/or exceeds the Card transaction or the Card transaction has been made on an expired or non-existing account numberAssociation’s acceptable levels. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation 8.1. The Service Provider may withhold or debit payment to the Merchant in relation to an Electronic Commerce Transaction, or having credited the ▇▇▇▇▇▇▇▇’s account, may charge back the amount to the Merchant. In the case of a failure to pay a Chargeback upon such presentment’s account, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month the following circumstances: a. authorization for an Electronic Commerce Transaction is not obtained in accordance with terms set out in this Agreement; b. card transaction data is issued or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount presented in breach of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitationwhich may include any additional guidelines supplied to the Merchant from time to time; c. the Merchant fails to produce at the Service Provider and/or the Bank request, a Sales Record; d. the Merchant’s account is credited more than once for the following reasons:same Electronic Commerce Transaction; (a) The Sales Draft e. the Electronic Commerce Transaction has not been authorized or recognized by the Cardholder; f. the Merchant has processed a fictitious Electronic Commerce Transaction, or has otherwise defrauded or attempted to defraud the Service Provider, the Bank or the Cardholder; g. the Merchant has participated in the sales of prohibited products and/or services as referred to in Section 9 of this Agreement; h. the Merchant has failed to comply with the terms of this Agreement or is illegibleotherwise in breach of any rule, not signed regulation, instruction, procedures or guidelines issued pursuant to this Agreement; i. the Electronic Commerce Transaction is in the Service Provider’s and/or the Bank’s sole opinion, a suspicious Electronic Commerce Transaction; j. the Merchant has failed to deliver within the specified time frame the goods or services purchased or the goods received by the Cardholder or has not have been presented to Servicers within the required time-frames.damaged; (b) The Sales Draft k. if an Electronic Commerce Transaction is authorized but does not contain meet the Imprint specification of a 3DSecure transaction where applicable and the Cardholder refuses to accept the Electronic Commerce Transaction for such reason; l. the Electronic Commerce Transaction is for any reason illegal, null or invalid; and m. any other valid unexpired Card. (c) A valid authorization number has reason as defined by the Card Associations rules such as but not been correctly and legibly recorded limited to: • Any charge/debit on a Card which is a suspect charge/debit or is thought to be irregular or fraudulent in nature; • Any charge/debit on a Card for a Product in an amount in excess of the price of that Product stated on the Sales Draft. (d) The Sales Draft is Website concerned; • Any charge/debit on a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. Product which remains undelivered after the time for delivery stipulated on the Website concerned; • Any charge/debit on a Card arising out of any hacking, breach of security or encryption (eif any) The due to the manner in which the Merchant handled Card account Information, Cardholder alleges that he or she did not participate in transaction details; • Any transaction made through a card outside the sale, authorize territory authorized for the use of the Card, receive card; • The goods and/or services covered by the transaction are rejected or services purchased, returned or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or part thereof, is validly cancelled or terminated by a Cardholder or if the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide at all or to the Cardholder’s satisfaction, goods and/or services to-the Cardholder; • The Cardholder disputes the nature, quality or quantity of the goods and/or services covered by the transaction; • The Cardholder disputes or denies the transaction or the sale or delivery of goods and/or provision of services covered by the transaction with reasons; • Transaction is posted more than once to Card Holder’s account; 8.2. In addition to any costs incurred by the Service Provider in withholding payment or charging back payment, the Merchant also agrees to pay all penalties and fines imposed upon the Service Provider by the Bank and/or Card Associations due to non- compliance by the Merchant with such standard terms or regulations. 8.3. ▇▇▇▇▇▇▇▇ must respond to a Sales Draft or legible copy thereof retrieval request as soon as possible, not later than the number of days as specified by the international Card Associations’ rules. Any ▇▇▇▇▇▇▇▇’s dispute in relation to Servicers a debited transaction following a Chargeback, must be made in writing and within the number of days as specified by the international Card associations’ rules. ▇▇▇▇▇▇▇▇ will lose his right to represent a transaction, if the dispute is not completed in accordance with the conditions described in this AgreementClause. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to Merchant. In , except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) as follows: a. No specific prior Authorization for the case of a failure to pay a Chargeback upon such presentmentTransaction was obtained from the Authorization Center, the approval number does not appear in addition to any other remedies which may be exercised the electronic transmittal that is maintained by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereofBank, or the highest amount allowable Transaction was submitted to the Bank or IPPAY thirty (30) days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by lawthe relevant Cardholder; b. The Transaction was based on a pre-authorization form and the Card on which the Authorization was based has been canceled and Merchant was so notified prior to the Transaction; c. The Card giving rise to the Transaction was canceled and prior to, whichever is lessor at the time of, on all unpaid Chargebacks. Servicers are authorized the Transaction, and ▇▇▇▇▇▇▇▇ received notice of the cancellation through the electronic terminal, in writing or otherwise; d. The Card expired prior to deduct the amount date of any Chargebacks and fees from any settlement amounts due the Transaction or the date of Transaction was prior to Merchant or from the Reserve Accountvalidation date, if any, indicated on the Card; e. The information required in Sections 16 and 17(b) above was not submitted to Bank; f. Bank or collect Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between Merchant and Cardholder; g. The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction; h. A setoff or counterclaim of any kind exists in favor of any Cardholder against Merchant that may be asserted in defense of an action to enforce payment against the Cardholder in a Transaction; i. The Transaction was made at or by a Merchant other than Merchant named in this Agreement; j. The Transaction otherwise violates the terms of this Agreement or any other meansAssociation or Issuer bylaw, including rule, regulation, policy or guideline; k. A Transaction is charged back by debit to Account. an Issuer; or l. Any representation or warranty made by Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with the Transaction is false or inaccurate in any respect. In any such case, Bank shall not be obligated to accept a ChargebackTransaction for credit to the Operating Account. If Bank has credited the Operating Account or Reserve Account for such a Transaction, Bank may return the Transaction to the Merchant, and Merchant shall pay Bank the amount of the Transaction. ▇▇▇▇▇▇▇▇ agrees that Bank, without prior notice to Merchant, may (i) charge the amount of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with Bank’s decision to charge back a Transaction, ▇▇▇▇▇▇▇▇ must so notify Bank in writing within 10 days of the Chargeback and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide , if Bank or is subject to any claim of illegalityIPPAY, cancellationif IPPAY has indemnified Bank, rescission, or offset takes legal action against Merchant for any reason whatsoeverChargebacks or any amounts due Bank or IPPAY hereunder, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargebackpay the costs and attorneys’ fees incurred by Bank and/or IPPAY, whether suit is commenced or not.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case The amount of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which transaction may be exercised by Servicersreversed or charged back to Client’s Sub-Merchant Account (each a “Chargeback”) for reasons, Merchant agrees to pay a late charge including, but not limited to, any one of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: following: (a) The Sales Draft an invalid Card account is illegible, not signed submitted by Client; (b) neither the Cardholder nor a person authorized by the Cardholder received the goods or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. services requested; (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. received; (d) the Cardholder never received a credit for a returned item or a cancelled order; (e) the Cardholder was charged incorrectly; (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. authorization code is invalid; (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an was expired or non-existing account number. not effective; (h) Servicers the transaction is disputed; (i) the transaction is reversed by the Card Organization, any Payment Facilitator Processor, or a financial institution for any reason, (j) the transaction was not authorized; or (k) the transaction is allegedly unlawful, suspicious, or believed by Payment Facilitator to be in violation of the terms of this Agreement. For any transaction that results in a Chargeback, Payment Facilitator may withhold the Chargeback amount in the Reserve Account. Client may be subject to a chargeback on sales for a minimum period of 360 days from the date the sale was entered into the processing system. Payment Facilitator may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by each applicable Payment Facilitator Processor from Client’s Sub-Merchant Account, Client’s Reserve Account, if any, any proceeds due to Client, or Client’s bank account. If Client has pending Chargebacks or Payment Facilitator reasonably believe believes that a Chargeback is likely, Payment Facilitator may withhold or delay payments from Client’s Sub-Merchant Account for the later of: (i) 270 days following termination of this Agreement; (ii) 180 days from Client’s last Chargeback; or (iii) 30 days following Client’s delivery of written notification disputing the Chargeback in their discretion question and the basis therefor with appropriate documentation in accordance with Section 13 below. Client agrees to respond to all Chargebacks promptly. If Payment Facilitator is unable to recover funds related to a Chargeback for which Client is liable, Client will pay Payment Facilitator the full amount of the Chargeback immediately upon demand. Client agrees to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of Payment Facilitator related to Payment Facilitator’s efforts to collect any Sub-Merchant Account deficit balances unpaid by Client. If Payment Facilitator determines that Client is incurring an excessive amount of Chargebacks, Client may be subject to a Card Organization’s monitoring program. Client is responsible for monitoring Client’s monthly chargeback percentage and developing chargeback reduction programs as required by the Card Organizations. Payment Facilitator may also establish controls or conditions governing Client’s Sub-Merchant has violated any provision Account, including but not limited to (a) an increase in processing fees, (b) creating a Reserve Account in an amount reasonably determined by Payment Facilitator to cover anticipated Chargebacks and related fees, (c) delaying payments, and (d) terminating or suspending the Services and this Agreement. Failure to establish such controls or conditions as established by Payment Facilitator within the specified period (or ten days following notification of such controls or conditions if no time period is specified) shall constitute a breach by Client of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, (1) Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by will reimburse AmeriFirst, and AmeriFirst may chargeback Merchant, in each of the Rules with respect following events: a) AmeriFirst determines that (1) Merchant has breached or failed to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and thatfulfill its obligations under the Agreement, regardless of any information it provides or does not provide Servicers including, without limitation, the Operating Instructions, in connection with a Chargebackan Account or the transaction to which it relates, or any other reason, Merchant shall be solely responsible an application for credit; or (2) the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety credit application or sale of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft Products is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide fraudulent or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoeverincluding, including without limitation, negligence, fraud fraud, misrepresentation, or dishonesty on the part of the Buyer ("Buyer Fraud") or Merchant, its agents, employees or franchisees ("Merchant Fraud"); b) the Buyer disputes or denies the transaction, the execution of the Finance Documents or the delivery, quality, or performance of the Products purchased or any warranties thereto, or the Buyer has not authorized the transaction, or properly alleges that a credit adjustment was requested and refused by Merchant or that a credit adjustment was issued by Merchant but not posted to the Account due to Merchant’s agents 's failure to submit the credit adjustment to AmeriFirst; or c) Buyer asserts any claim or employeesdefense against AmeriFirst as a result of any act or omission of (2) AmeriFirst may compromise and settle any claim made by any Buyer including but not limited to a Buyer Claim as described in Section 9 and including but not limited to the charge off and forgiveness of the balance due on the Account if such claim may give AmeriFirst a right to chargeback in accordance with the preceding paragraph. In the event of a chargeback to Merchant, Merchant shall bear all liability and risk of loss associated with such Account, without warranty by, or recourse or liability to AmeriFirst from and after the date AmeriFirst notifies Merchant that the Account has been charged back to the Merchant. (j3) The chargeback amount shall be the Repurchase Price plus any costs and/or expenses, including attorneys’ fees and costs of litigation which AmeriFirst actually incurred. Merchant fails has authorized and does hereby authorize AmeriFirst to provide a Sales Draft or legible copy thereof deduct that amount from the Reserve Account, if any, after notice to Servicers in accordance with this AgreementMerchant. (k4) Merchant Notwithstanding any chargeback, AmeriFirst shall not initiate a Card transaction in an attempt retain possession of the Account and all rights to collect a Chargebackany amounts due on the Account until Merchant has paid to AmeriFirst the full chargeback amount. Until AmeriFirst has received the full chargeback amount, any additional costs and/or expenses, including attorneys' fees and costs of litigation incurred by AmeriFirst shall be added to the chargeback amount and any amounts collected by AmeriFirst shall be applied to reduce the chargeback amount.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentmentevent that any chargebacks and penalties occur, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month Company shall investigate the chargeback or portion thereof, or penalty. If it is determined that the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts chargeback was due to Merchant or from the Reserve Accountand caused solely by Company, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible Company will reimburse Customer for the liability related actual chargeback cost (expressly excluding any consequential or other damages) up to such Chargebacka limit of $50.00 per occurrence, infraction, non-compliance or violation, not to exceed $500.00 in any twelve (12) month period. Merchant understands and agrees that Card transactions are The foregoing reimbursement is expressly subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasonsexceptions: (a) The Sales Draft is illegibleCompany shall not be responsible for any chargebacks associated with back ordered product, product not signed tendered, provided, delivered or made available for shipment in a timely manner or in the timeframe requested by Customer, or product contained in incorrectly or inaccurately marked boxes, pallets or any other containers from the Cardholder Customer or has not been presented to Servicers within the required time-framesCustomer’s supplier. (b) The Sales Draft does not contain the Imprint of a valid unexpired CardAll ship-ready product, special labels and documents must be received at least forty-eight (48) hours prior to shipment. (c) A valid authorization number has not been correctly and legibly recorded on the Sales DraftCompany must be provided at least twenty-four (24) to seventy-two (72) hour written notice from Customer for items requiring assembly or special packaging prior to order availability. (d) The Sales Draft is a duplicate Company shall not be responsible for any chargebacks due to, related to, or arising out of a prior Card transaction carrier performance, availability or is the result of two or more Card transactions generated for a single salescheduling. (e) The Cardholder alleges that he Company shall not be responsible for chargebacks for late shipments due to volume spikes over and above the forecasted level provided by the Customer, or she did not participate in any other party authorized by the saleCustomer, authorize to provide the use forecasted volumes of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality shipments of the goods or services purchasedGoods. Customer acknowledges that it must provide Company with written forecast volumes of the release and shipment of the Goods, which must be acknowledged as received and accepted by Company. Customer shall provide the forecasted volume levels to Company in writing, upon the request of Company. (f) The price Customer represents and warrants to provide Company with all of goods the current shipping and chargeback policies of its Clients. Customer shall provide Company with any and all information required or requested by Company, including but not limited to, routing guides (including but not limited to the applicable sections of the routing guide for the services on provided by Company) and compliance manuals. Company shall not be responsible for any chargebacks related to the Sales Draft differs from compliance policies of Customer and/ or the amount clients of Customer of which Merchant presents for paymentCustomer has not informed Company in writing, and which have not been acknowledged in writing as received, and agreed to, by Company. (g) The Card transaction results from an InternetAll chargebacks must be provided to Company within ten (10) days of receipt by Customer and within Customer’s dispute policy timeframe (Customer shall provide its dispute policy timeframe, mailin writing, phone or preauthorized order upon the written request of Company), to enable Company to investigate and dispute the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account numberclaim. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this AgreementAll chargeback notifications must include all pertinent information, such as order number, purchase order number (if applicable), carrier appointment time (if applicable), Client receipt date and time, and all applicable information and documents confirming the non-compliance or chargeback. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to Merchant. In , except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) under any of the case of a failure to pay a Chargeback upon such presentmentfollowing circumstances: (a) No specific prior Authorization for the Transaction was obtained from the Authorization Center, the approval number does not appear in addition to any other remedies which may be exercised the electronic transmittal that is maintained by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereofBank, or the highest amount allowable Transaction was submitted to the Bank or ISO thirty (30) days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by lawthe relevant Cardholder; (b) The Transaction was based on a pre-authorization form, whichever is lessthe Card on which the Authorization was based was canceled and Merchant was so notified prior to the Transaction; (c) The Card giving rise to the Transaction was canceled and prior to, on all unpaid Chargebacks. Servicers are authorized or at the time of, the Transaction, and Merchant received notice of the cancellation through the electronic terminal, in writing or otherwise; (d) The Card expired prior to deduct the amount date of any Chargebacks and fees from any settlement amounts due the Transaction or the date of the Transaction was prior to Merchant or from the Reserve Accountvalidation date, if any, indicated on the Card; (e) The Transaction information required by this Agreement was not submitted to Bank, or collect the procedures required by this Agreement to be followed in connection with processing a Transaction were not followed; (f) Bank or Issuer receives a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between Merchant and Cardholder; (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction; (h) A setoff or counterclaim of any kind exists in favor of any Cardholder against Merchant that may be asserted in defense of an action to enforce payment against the Cardholder in the Transaction; (i) The Transaction was made at or by a merchant other meansthan Merchant; (j) The Transaction otherwise violates the terms of this Agreement or any Applicable Law; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Transaction is false or inaccurate in any respect. In any such case, including by debit Bank shall not be obligated to accept a Transaction for credit to the Operating Account. If Bank has credited the Operating Account or Reserve Account for such a Transaction, Bank may return the Transaction to the Merchant, and Merchant acknowledges and agrees that it is bound by shall pay Bank the Rules with respect to any Chargebackamount of the Transaction. Merchant further acknowledges agrees that it is solely responsible for providing Servicers all Chargebacks, and that Bank, without prior notice to Merchant, may: (i) charge the amount of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with any available information Bank’s decision to re-present charge back a Chargeback Transaction, Merchant must so notify Bank in writing within 10 days of the Chargeback, and that, regardless provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide , if Bank or is subject to any claim of illegalityISO, cancellationif ISO has indemnified Bank, rescission, or offset takes legal action against Merchant for any reason whatsoeverChargebacks or any amounts due Bank or ISO hereunder, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargebackpay the costs and attorneys’ fees incurred by Bank and/or ISO, whether suit is commenced or not.

Chargebacks. All Chargebacks are due upon presentation The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to Merchant. In , except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) under any of the case of a failure to pay a Chargeback upon such presentmentfollowing circumstances: (a) No specific prior Authorization for the Transaction was obtained from the Authorization Center, the approval number does not appear in addition to any other remedies which may be exercised the electronic transmittal that is maintained by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereofBank, or the highest amount allowable Transaction was submitted to the Bank or ISO thirty (30) days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by lawthe relevant Cardholder; (b) The Transaction was based on a pre-authorization form, whichever is lessthe Card on which the Authorization was based was canceled and Merchant was so notified prior to the Transaction; (c) The Card giving rise to the Transaction was canceled and prior to, on all unpaid Chargebacks. Servicers are authorized or at the time of, the Transaction, and Merchant received notice of the cancellation through the electronic terminal, in writing or otherwise; (d) The Card expired prior to deduct the amount date of any Chargebacks and fees from any settlement amounts due the Transaction or the date of the Transaction was prior to Merchant or from the Reserve Accountvalidation date, if any, indicated on the Card; (e) The Transaction information required by this Agreement was not submitted to Bank, or collect the procedures required by this Agreement to be followed in connection with processing a Transaction were not followed; (f) Bank or Issuer receives a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between Merchant and Cardholder; (g) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction; (h) A setoff or counterclaim of any kind exists in favor of any Cardholder against Merchant that may be asserted in defense of an action to enforce payment against the Cardholder in the Transaction; (i) The Transaction was made at or by a merchant other meansthan Merchant; (j) The Transaction otherwise violates the terms of this Agreement or any Applicable Law; (k) A Transaction is charged back by an Issuer; or (l) Any representation or warranty made by Merchant in connection with the Transaction is false or inaccurate in any respect. In any such case, including by debit Bank shall not be obligated to accept a Transaction for credit to the Operating Account. If Bank has credited the Operating Account or Reserve Account for such a Transaction, Bank may return the Transaction to the Merchant, and Merchant acknowledges and agrees that it is bound by shall pay Bank the Rules with respect to any Chargebackamount of the Transaction. Merchant further acknowledges agrees that it is solely responsible for providing Servicers all Chargebacks, and that Bank, without prior notice to Merchant, may: (i) charge the amount of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; and/or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with any available information Bank’s decision to re-present charge back a Chargeback Transaction, Merchant must so notify Bank in writing within 10 days of the Chargeback, and that, regardless provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that , if Bank or ISO, if ISO has indemnified Bank, takes legal action against Merchant for any Chargebacks or any amounts due Bank or ISO hereunder, Merchant shall pay the Card transaction costs and attorneys’ fees incurred by Bank and/or ISO, whether suit is not bona fide commenced or is subject not. In addition to any claim other remedy available to Bank, upon the occurrence of illegalitya Monthly Chargeback Violation, cancellation, rescission, or offset Merchant must pay to Bank a fee that is calculated as follows (where X in the table below is the Transaction Chargeback Ratio for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part relevant calendar month and Y is the number of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.Chargebacks processed during the relevant calendar month): Y 1.0% ≤X≤ 1.5% 1.5% <X≤ 2% 2% <X≤ 2.25% 2.25% <X≤ 2.5% 2.5% <X≤ 3% 3- <X≤ 3.5% 3.5% <X≤ 5% 5% <X≤ 7.5% 7.5% <X 5 - 25 $0 $10 $10 $15 $15 $20 $25 $40 $50 26 - 50 $10 $10 $15 $15 $20 $20 $25 $40 $50 51 - 75 $15 $20 $20 $20 $25 $25 $30 $50 $50 76 - 100 $15 $20 $20 $25 $25 $30 $35 $50 $50 101 - 125 $20 $20 $25 $25 $30 $35 $35 $60 $60 126 - 150 $20 $25 $25 $30 $35 $35 $40 $75 $75 151 - 175 $25 $30 $30 $35 $35 $40 $40 $75 $100 175 + $25 $30 $35 $35 $40 $40 $50 $100 $100

Chargebacks. All Chargebacks are due upon presentation Subject to any contrary provisions in this Agreement, the acceptance by Bank of any sales receipt for deposit to Merchant’s account shall be made with full recourse to Merchant, including without limitation where: i) The Transaction is based on a pre-authorization form and the Approved Card on which the pre-authorization (not available for use with any Debit Cards) was based has been cancelled and Merchant was so notified. ii) The Approved Card giving rise to the Transaction has been cancelled and prior to, or at the time of, the Transaction. In Merchant has received or receives notice of such cancellation through the case of a failure to pay a Chargeback upon such presentmentelectronic terminal, in addition writing or otherwise. iii) The Approved Card had expired prior to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge the date of one and one half percent (1.5%) per month or portion thereof, the Transaction or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized date of Transaction was prior to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Accountvalidation date, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by indicated on the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or Approved Card. iv) The sales receipt does not provide Servicers contain the signature that appears in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety AUTHORIZED SIGNATURE panel of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons:Approved Card. (av) The Sales Draft sales receipt for an Approved Card Transaction is illegible, not signed unsigned by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft electronic transmittal does not contain the Imprint required information indicated in this Section 6 vi) The electronic transmittal for a Debit Card Transaction does not include the Personal Identification Number (PIN) of the Cardholder. vii) The sales receipt represents a Transaction on which Bank has received a complaint from or on behalf of a valid unexpired CardCardholder stating that there is an unresolved dispute between Merchant and the Cardholder. (cviii) The sales receipt lacks the information required by Section 3 hereof or the Bank receives a written complaint from or on behalf of a Cardholder that the Cardholder did not make or authorize the Transaction. ix) A valid authorization number has not been correctly and legibly recorded on the Sales Draftsetoff or counterclaim of any kind shall exist in favor of any Cardholder against Merchant that may be asserted in defense of an action to enforce payment against such Cardholder in a Transaction. (dx) The Sales Draft is sales receipt represents a duplicate of transaction that was made at or by a prior Card transaction or is Merchant other than the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate Merchant named in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (jxi) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreementtake an impression of an Approved Card that was not electronically read by the terminal. (kxii) Merchant shall not initiate a Card transaction in The sales receipt is an attempt to collect circumvent the Floor Limit by ticket splitting or otherwise deposit or payment. xiii) The Transaction otherwise violates the terms of this Agreement. In any such case, Bank shall not be obligated to accept a Chargebacksales receipt for deposit to Merchant’s Operating Account. If Bank has credited Merchant’s Operating Account for a Transaction involving any of the circumstances indicated above, Bank may chargeback the amount of such Transaction without prior notification, which amount Merchant will pay in the manner hereinafter provided. Not less than once per month, Bank shall provide Merchant with an itemized statement (Merchant Statement) of all charges and credits to Merchant’s Operating Account at Bank. All information appearing on the Merchant Statement shall be deemed accurate and affirmed by Merchant, unless Merchant shall object by written notice specifying the particular item in dispute delivered to Bank within thirty (30) days of the Merchant Statement Date.

Chargebacks. All Chargebacks are due upon presentation Seller shall retain all right, title and interest in claims against or payments from merchants in respect of amounts that were charged back through Visa(R) or MasterCard(R) by Seller prior to Merchantthe Closing Date or will be charged back after the Closing Date in each case in respect to which Seller had credited the affected Overdue Receivables prior to the Closing Date (the "Chargeback Amount"). In the case event any such payment with respect to such Chargeback Amount is received by Purchaser, such amount shall be promptly paid to Seller. After the Closing Date, Purchaser shall have all right, title and interest in claims against or payments from merchants in respect of a failure all amounts in connection with the Overdue Accounts that were charged back through the systems of Visa(R) or MasterCard(R) by Seller prior to the Closing Date and in respect to which Seller had not credited the affected Overdue Receivables prior to the Closing Date; provided, however, that if the merchant refuses to pay a such Chargeback upon Amount because of any act or omission of Seller in violation of applicable rules of Visa(R) or MasterCard(R), Seller shall promptly pay Purchaser such presentmentamount and Purchaser shall assign to Seller any and all rights Purchaser may have against the merchant. Purchaser shall have all right, title and interest in addition all claims against or payment from merchants in respect of all amounts in connection with the Overdue Accounts that are charged back through the systems of Visa(R) or MasterCard(R) after the Closing Date and in respect to which the affected Overdue Account had not been credited prior to the Closing Date, and in the event that any other remedies which may such payment is received by Seller, such amount shall be exercised promptly paid by Servicers, Merchant agrees Seller to pay a late charge of one and one half percent (1.5%) per month or portion thereofPurchaser. In the event either party hereto receives, or otherwise has possession of, documents which the highest amount allowable by lawother party needs in order to pursue a chargeback claim, whichever is lessthe party which has such documents shall send such documents to the other party within five (5) Business Days after written request therefore. Anything contained in this Agreement to the contrary notwithstanding, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules received with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers Overdue Account after the Closing Date not in excess of the amount (if any) of the Chargeback Amount with any available information respect to re-present a Chargeback and thatsuch Overdue Account shall belong to Seller and, regardless of any information it provides or does not provide Servicers in connection with a Chargebackif received by Purchaser after the Closing Date, or any other reason, Merchant shall be solely responsible for promptly paid to Seller. Seller may retain any such amounts received by it after the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-framesClosing Date. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant(a) You have full liability for all CHARGEBACKs. In the case of You may receive a failure to pay CHARGEBACK from a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month CARDHOLDER or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible CARD ISSUER for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of numerous reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, CARD ORGANIZATION rules. The following are some of the most common reasons for the following reasonsCHARGEBACKs: (a1) The Sales Draft return or non-delivery of goods or services. (2) An authorization was required and not obtained. (3) The CARD SALE date is illegibleafter the CARD's expiration date. (4) The SALES RECORD is produced incorrectly or fraudulently. (5) We did not receive your response to a RETRIEVAL REQUEST within seven business days. (6) CARDHOLDER disputes the CARD SALE or signature on the SALES RECORD or claims that the sale price is subject to a set-off, not signed by defense or counterclaim. (7) The CARDHOLDER refuses to make payment for a CARD SALE because in the Cardholder CARDHOLDER's good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner (Regulation Z). (8) The CARD was not actually presented and the CARDHOLDER denies making the purchase. The fact that you or that we obtained an authorization does not mean that a particular CARD transaction is in fact a valid or undisputed transaction entered into by the actual CARDHOLDER or an authorized user of the CARD. (9) A CREDIT is due to Servicers within the required time-framesCARDHOLDER and you have failed to submit a CREDIT. (b) The Sales Draft does We will recreate or retrieve all sales information needed to respond to CHARGEBACKs with respect to SALES RECORDs. You are not contain the Imprint of a valid unexpired Cardallowed to re-submit for processing any CARD SALE that has been previously charged back to you. (c) A valid authorization number has not been correctly If we determine that you are receiving an excessive amount of CHARGEBACKs, we may review your internal procedures relating to acceptance of CARDs and legibly recorded on we may take one or more of the Sales Draft.following actions: (d1) The Sales Draft is a duplicate notify you of new procedures you should adopt; and (2) notify you of a prior Card transaction new rate we will charge you to process your CHARGEBACKs or (3) terminate the AGREEMENT, immediately. For purposes of this AGREEMENT, an excessive number of CHARGEBACKs means one CHARGEBACK per 100 SALES RECORDs or the total dollar amount of CHARGEBACKs is the result of two greater than or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use equal to one percent of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes total dollar amount of SALES RECORDs for the quality of the goods or services purchasedlast thirty days. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft Lender may at any time charge back to the Companies’ account the amount of: (i) any Factor Risk Account which is illegiblenot paid in full when due for any reason other than Credit Risk as determined by Lender in its reasonable discretion; (ii) any Factor Risk Account which is not paid in full when due because of an act of God, civil strife, or war; (iii) anticipation (interest) deducted by a customer on any Account; (iv) Customer Claims; (v) any Client Risk Account which is not signed paid in full when due; and (vi) any Account for which there is a breach of any representation or warranty. A charge back does not constitute a reassignment of an Account; provided, however, Lender has the right in its sole discretion to reassign to any Company any Client Risk Account. Lender shall not bear the Credit Risk on any Account charged back to any Company. Lender shall immediately charge any deduction taken by a customer to the Cardholder or has not been presented to Servicers within the required time-framesappropriate Company’s account. (b) The Sales Draft does not contain Lender may at any time charge to the Imprint appropriate Company’s account the amount of: (i) payments Lender receives on Client Risk Accounts which Lender is required at any time to turnover or return (including preference claims); (ii) all remittance expenses (including incoming wire charges, currency conversion fees and stop payment fees), other than stop payment fees on Factor Risk Accounts; (iii) expenses, collection agency fees and reasonable attorneys’ fees incurred by Lender in collecting or attempting to collect any Client Risk Account or any Obligation; (iv) Lender’s fees for handling collections on Client Risk Accounts which any Company has requested Lender to process, as provided in the Guide; and (v) any loss, liability, claim or expense covered by the indemnity in the immediately following sentence. Each Company shall indemnify Lender for, and hold Lender harmless against, any loss, liability claim or expense of a valid unexpired Card. any kind (cincluding attorneys’ fees and disbursements) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. arising from: (di) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated any Customer Claims, (ii) any claim for a single sale. (e) The Cardholder alleges that he return of any payment on or she did not participate in the sale, authorize the use of the Card, receive goods or services purchasedrelating to any Client Risk Account, or receive (iii) any other matter, except for any claim for a required credit adjustment, return of any payment on or disputes relating to any Factor Risk Account and except for a claim resulting directly from and to the quality extent of the goods Lender’s gross negligence or services purchased. (f) willful misconduct. The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated foregoing indemnity shall survive any provision termination of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All items deposited in, and electronic funds transfers credited to, the Accounts and then returned unpaid or returned (or not finally settled) for any reason (collectively, "Chargebacks") will be handled in the following manner: (a) any item which is returned because of insufficient or uncollected funds or otherwise dishonored for any reason will be charged back to the Account in which it was originally deposited, and (b) any returns, reversals or Chargebacks are due upon presentation relating to Merchantelectronic funds transfers or deposits into an Account, or merchant card, debit card or credit card transactions involving such Account will be charged back to such Account. The Bank will notify the Account Holder of any and all Chargebacks which have been charged back to the applicable Accounts by reporting the return of such items (or electronic funds transfers) to the persons specified in SECTION 12 hereof. The returned item will be sent to the Account Holder along with a debit advice. The Agent will also receive a copy of each such returned item and the debit advice, provided, however, that after receipt of written notice from the Agent, Bank will send the returned item directly to the Agent. In the case event there are insufficient funds in the Accounts to cover such Chargebacks, upon receipt of a notice from Bank of the occurrence of such Chargebacks and the failure of the Account Holder to pay a Chargeback upon Bank such presentmentChargebacks, in addition to any other remedies which may be exercised by Servicers, Merchant the Agent agrees to pay a late charge the amount of the Chargebacks to Bank, in immediately available funds, within one and one half percent Business Day after receipt of such notice, provided that (1.5%a) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized Agent shall have no obligation to deduct pay the amount of any Chargebacks Chargeback incurred at any time other than during a Block Period, and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use any such liability of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes Agent to Bank shall in no way release the quality of Account Holder from liability to the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order Agent and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt impair the Agent's rights and remedies against the Account Holder, by way of subrogation or otherwise, to collect a Chargebackall such Chargebacks.

Chargebacks. All Chargebacks are due upon presentation We may decide to Merchant. In Chargeback to you any amount for any Transaction or part of it if: • The Transaction is invalid; • The Cardholder disputes their liability for any reason (other than in the case of a failure valid and correctly processed Authenticated Transaction); • You or your Payment Service Provider disable any Authenticated Procedure in respect of such Transaction; • We dispute liability for any valid reason; and • A Chargeback is effected in terms of the Rules. If we have accepted any Transaction in terms of the Agreement it is not binding on us and we may Chargeback the Transaction amount or part of it to you at any time (or delete such Transaction, if we become aware of it before settlement). Notice of the Chargeback will have an explanation and, if needed or available, supporting documents. We will give you the opportunity to advise us why such Chargeback should not be effected. If we Chargeback any Transaction or part of it in terms of the Agreement, you will have to pay us a Chargeback upon fee (if applicable) and interest on such presentmentamount from the date of the Transaction until we receive payment. This clause will survive the termination of the Agreement. You are liable for and irrevocably authorise us to debit your Bank Account with: • The Merchant Commission and any Fees; • Any Chargebacks; • Any refunds which you did not process; • Any overpayments made to you due to errors or omissions, whether the errors were made by us or you; • The value of all Transactions processed by you which we believe, in addition our sole discretion are invalid; • Any interest payable by you to us on any other remedies which may be exercised by Servicers, Merchant agrees sum due to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount us; • The cost of any Chargebacks and fees new Equipment if we are not able to collect it from you for any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if such Equipment is in an unsatisfactory condition, fair wear and tear excluded, when the Agreement terminates; • The cost of any Equipment that is lost, stolen or damaged beyond repair while in your possession. If we have to replace the Equipment you will be charged the replacement value as advised by us; and • Any fines imposed by any Payment Scheme or any Regulatory Authority on us where you do not comply with the Rules or applicable laws and or because of any act or omission by you, as advised by us to you. Where you do not have enough funds in your Bank Account to allow us to debit the Merchant has breached Commission, Fees and other amounts set out in this Agreementclause, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed you authorise us to deduct such amounts from any other bank account that you have with us or from any investment held with any third party. You authorise us to set off any debits due by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate you in the sale, authorize the use terms of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes Agreement against any credits due to you. This clause will survive the quality termination of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In 6.1 If applicable, the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect in certain circumstances, Card Issuers, Payment Schemes or other financial institutions may (i) refuse to any Chargeback. settle a transaction or (ii) impose Chargebacks on PayU. 6.2 The Merchant further acknowledges agrees that it is solely responsible may be required to reimburse PayU for providing Servicers with any available information to re-present a Chargeback and that, regardless Chargebacks where the Merchant has accepted payment in respect of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, the relevant transaction (even if the Merchant shall be solely responsible are under no legal liability for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, supply or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality performance of the goods or services purchasedconcerned). Where applicable, the Merchant must respond to cardholder disputes and handle Chargebacks in accordance with Payment Scheme Rules. (f) The price 6.3 All Chargebacks shall correspond to the whole or part of goods the settlement value of the original transaction or, if applicable, at the option of PayU, to an amount converted to the settlement currency from the currency of Chargeback by the Card Issuer, Payment Scheme or services other financial institution to PayU at the rate of exchange quoted by PayU for settlement purposes on the Sales Draft differs day the Chargeback is processed. 6.4 Where a Chargeback occurs, PayU shall immediately be entitled to recover from the Merchant: 6.4.1 the full amount which Merchant presents for paymentof the relevant Chargeback; and 6.4.2 any other costs, expenses, liabilities or Fines incurred as a result of or in connection with such Chargeback ("Chargeback Costs"). (g) The 6.5 A Chargeback represents an immediate liability from the Merchant to PayU. 6.6 PayU shall not be obliged to investigate the validity of any Chargeback by any Card transaction results Issuer, Payment Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargeback. 6.7 As Chargebacks may arise a considerable period after the date of the relevant transaction, PayU shall remain entitled to recover Chargebacks and Chargeback Costs from an Internetthe Merchant in respect of all Chargebacks, mail, phone even after the termination of the contractual relationship between the Merchant and PayU. 6.8 PayU may immediately pass on and recover from the Merchant any Fines or preauthorized order further charges incurred as a result of or in connection with Chargeback Costs and/or terminate this Agreement and the Cardholder disputes entering into or authorizing Services provided hereunder if PayU in its sole opinion considers that the Card transaction or the Card transaction has been made on an expired or non-existing account numbertotal value of Refunds and/or Chargebacks is unreasonable. 6.9 It is the Merchant's responsibility to prove to PayU's satisfaction (hor that of the relevant Card Issuer or other financial institution) Servicers reasonably believe in their discretion that Merchant has violated any provision the debit of this Agreementa customer's account was authorised by such customer. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject 6.10 The Merchant agree to any claim of illegalityprocess returns of, cancellationand provide refunds and adjustments for, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers products sold and/or payment collected through its merchant site in accordance with this Agreement, the acquiring banks instructions and card association rules. The Merchant understands that all refunds must be routed through the same acquiring bank payment gateway through which the transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the transaction refunded. (k) 6.11 The Merchant agrees and confirms that it shall not initiate a Card transaction in remain solely liable after the termination of the Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by PayU, acquiring banks, Payment Schemes and/or Customers and for all claims and proceedings arising against PayU and/or an attempt acquiring bank with respect to collect a Chargebackthe Agreement.

Chargebacks. All Chargebacks are due upon presentation The acceptance by KORTA of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to the Merchant. In , except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) as follows: a. No specific prior Authorization for the case of a failure to pay a Chargeback upon such presentmentTransaction was obtained from the Authorization Center, the approval number does not appear in addition to any other remedies which may be exercised the electronic transmittal that is maintained by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereofKORTA, or the highest amount allowable Transaction was submitted to KORTA or the ISO thirty (30) days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by lawthe relevant Cardholder; b. The Transaction was based on a pre-authorization form and the Card on which the Authorization was based has been canceled and the Merchant was so notified prior to the Transaction; c. The Card giving rise to the Transaction was canceled and prior to, whichever or at the time of, the Transaction, the Merchant received notice of the cancellation through the electronic terminal, in writing or otherwise; d. The Card expired prior to the date of the Transaction or the date of Transaction was prior to the validation date; e. The information required in Sections 18 and 19(b) above was not submitted to KORTA; ▇. ▇▇▇▇▇ or the Issuer has received a complaint from or on behalf of a Cardholder stating that there is lessan unresolved dispute or defense to a charge (whether or not valid) between the Merchant and the Cardholder; g. The Cardholder makes a written complaint to KORTA or the Issuer that the Cardholder did not make or authorize the Transaction; h. A setoff or counterclaim of any kind exists in favor of any Cardholder against the Merchant that may be asserted in defense of an action to enforce payment against the Cardholder in a Transaction; i. The Transaction was made at or by a Merchant other than the Merchant named in this Agreement; j. The Transaction otherwise violates the terms of this Agreement or any other Association or Issuer bylaw, on all unpaid Chargebacksrule, regulation, policy or guideline; k. A Transaction is charged back by an Issuer; l. Any representation or warranty made by the Merchant in connection with the Transaction is false or inaccurate in any respect. Servicers are authorized In any such case, KORTA shall not be obligated to deduct accept a Transaction for credit to the Operating Account. If KORTA has credited the Operating Account or Merchant Reserve Account for such a Transaction, KORTA may return the Transaction to the Merchant, and the Merchant shall pay KORTA the amount of any Chargebacks and fees from any settlement amounts due to the Transaction. The Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by KORTA, without prior notice to the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and thatMerchant, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. may (i) Servicers reasonably determine that charge the Card transaction is not bona fide amount of the Transaction to the Operating Account or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.Reserve Account;

Chargebacks. All Chargebacks are due upon presentation Merchant will accept for Chargeback any sale involving the following: The Cardholder disputes the validity of the sale according to prevailing Card Association rules; A Card Issuer or Bank determines that Merchant has in any way failed to comply with Card Association rules or Bank’s procedures in accepting a Card and presenting the resulting Sales Draft to Bank for purchase; No specific prior Authorization for the Transaction was obtained from the authorization center; The Authorization approval number does not appear in the electronic transmittal that is maintained by Bank; The Transaction was submitted to Bank 30 days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by the relevant Cardholder; The Transaction was based on a preauthorization form and the Card on which the Authorization was based has been canceled; The Card giving rise to the Transaction was canceled; The Card expired prior to the date of the Transaction; The date of the Transaction was prior to the validation date of the Card; Bank or Card Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between Merchant and Cardholder; The Cardholder makes a written complaint to Bank or Credit Issuer that the Cardholder did not make or authorize the Transaction; A setoff or counterclaim of any kind exists in favor of any Cardholder against Merchant that may be asserted in defense of an action to enforce payment against the Cardholder in a Transaction; The Transaction was made at or by a merchant other than ▇▇▇▇▇▇▇▇ named in this Agreement; The Transaction otherwise violates the terms of this Agreement or any other Card Association or Card Issuer bylaw, rule, regulation, policy or guideline; A Transaction is charged back by an Issuer; or Any representation or warranty made by Merchant in connection with the Transaction is false or inaccurate in any respect. If any of the above events occurs, Bank shall not be obligated to accept a Transaction for credit to the Operating Account. If Bank has credited the Operating Account or Reserve Account for such a Transaction, Bank may return the Transaction to Merchant. In , and Merchant shall pay Bank the case amount of a failure to pay a Chargeback upon such presentment, the Transaction in addition to any other remedies which the current published fees for each Chargeback as listed on the Application. ▇▇▇▇▇▇▇▇ agrees that Bank, without prior notice to Merchant, may be exercised by Servicers, Merchant agrees to pay a late (i) charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If a Merchant disagrees with Bank’s decision to charge back a Transaction, ▇▇▇▇▇▇▇▇ must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or from proof that a credit has been issued. Without limiting the Reserve Account, if any, or collect by generality of any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset if Bank takes legal action against a Merchant for any reason whatsoeverChargebacks or any amounts due Bank, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate pay the costs and attorneys’ fees incurred by Bank, whether suit is commenced or not. Bank may charge Merchant a Card transaction monthly fee as determined by Bank for its administrative and other costs in an attempt to collect the event Merchant has fifteen (15) or more Chargebacks over a Chargebackperiod of one month during a minimum of one year, starting from the day following the month in which ▇▇▇▇▇▇▇▇ has exceeded the limit.

Chargebacks. All Chargebacks are due upon presentation to Merchant10.1. In If applicable, the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that in certain circumstances the Issuing Bank, Payment Scheme or other financial institutions may (i) refuse to settle a transaction or (ii) impose Chargebacks on Pesawise. 10.2. The Merchant agrees that it is bound may be required to reimburse Pesawise for Chargebacks where the Merchant has accepted settlement in respect of the relevant transaction. Where applicable, the Merchant must respond to Cardholder disputes and handle Chargebacks in accordance with the rules of the relevant Payment Scheme. 10.3. The Merchant agrees that ▇▇▇▇▇▇▇▇ shall have the right to send non-settled transactions received from the Merchant Customers to the Issuing Bank/authorities concerned for the purpose of checking and in case of objection and/or opposition on the executed transactions by the Rules with respect to Issuing Bank or the authorities concerned for any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Pesawise shall not be bound to pay the Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under transaction amount during the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate period contained in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. 10.4. All Chargebacks shall correspond to the whole or part of the settlement value of the original transaction. 10.5. Where Chargebacks occur, ▇▇▇▇▇▇▇▇ shall immediately be entitled to debit the Merchant’s position or make a reversal from the Merchant’s bank account and/or make a deduction from any remittance and /or invoice the Merchant to recover: a) the full amount of the relevant Chargeback; and b) any other costs, expenses, liabilities or fines incurred as a result of or in connection with such Chargeback (i) Servicers reasonably determine "Chargeback Costs"). 10.6. A Chargeback represents an immediate liability from the Merchant to Pesawise and where the full amount of any Chargebacks and/or any Chargeback Costs is not debited by Pesawise from the Merchant bank account or deducted from any remittance or invoiced as referred to in the previous clause, then Pesawise shall be entitled to otherwise recover from the Merchant by any means, the full amount of such Chargeback or Chargeback Costs (or the balance thereof, as the case may be). 10.7. Pesawise shall not be obliged to investigate the validity of any Chargeback by any Issuing Bank, Payment Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargebacks. 10.8. As Chargebacks may arise a considerable period after the date of the relevant transaction, ▇▇▇▇▇▇▇▇ shall remain entitled to recover Chargebacks and Chargeback Costs from the Merchant in respect of all Chargebacks, even after the termination of the contractual relationship between the Merchant and Pesawise. 10.9. Pesawise may immediately terminate this Agreement and the Services provided hereunder if Pesawise in its sole opinion considers that the Card transaction total value of refunds and/or Chargebacks is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employeesunreasonable. (j) 10.10. The Merchant fails agrees and confirms that it shall remain solely liable after the termination of this Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by Pesawise, Acquiring Bank, and/or Customers and for all claims and proceedings arising against Pesawise with respect to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. 6.1 Merchant acknowledges and agrees that it is bound by the Rules with respect in certain circumstances, Card Issuers, Payment Schemes or other financial institutions may (i) refuse to any Chargeback. settle a transaction or (ii) impose Chargebacks on PayU. 6.2 The Merchant further acknowledges agrees that it is solely responsible may be required to reimburse PayU for providing Servicers with any available information to re-present a Chargeback and that, regardless Chargebacks where the Merchant has accepted payment in respect of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, the relevant transaction (even if the Merchant shall be solely responsible are under no legal liability for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, supply or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality performance of the goods or services purchasedconcerned). Where applicable, the Merchant must respond to cardholder disputes and handle Chargebacks in accordance with Payment Scheme Rules. (f) The price 6.3 All Chargebacks shall correspond to the whole or part of goods the settlement value of the original transaction or, if applicable, at the option of PayU, to an amount converted to the settlement currency from the currency of Chargeback by the Card Issuer, Payment Scheme or services other financial institution to PayU at the rate of exchange quoted by PayU for settlement purposes on the Sales Draft differs day the Chargeback is processed. 6.4 Where a Chargeback occurs, PayU shall immediately be entitled to recover from the Merchant: 6.4.1 the full amount which Merchant presents for paymentof the relevant Chargeback; and 6.4.2 any other costs, expenses, liabilities or Fines incurred as a result of or in connection with such Chargeback ("Chargeback Costs"). (g) The 6.5 A Chargeback represents an immediate liability from the Merchant to PayU. 6.6 PayU shall not be obliged to investigate the validity of any Chargeback by any Card transaction results Issuer, Payment Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargeback. 6.7 As Chargebacks may arise a considerable period after the date of the relevant transaction, PayU shall remain entitled to recover Chargebacks and Chargeback Costs from an Internetthe Merchant in respect of all Chargebacks, mail, phone even after the termination of the contractual relationship between the Merchant and PayU. 6.8 PayU may immediately pass on and recover from the Merchant any Fines or preauthorized order further charges incurred as a result of or in connection with Chargeback Costs and/or terminate this Agreement and the Cardholder disputes entering into or authorizing Services provided hereunder if PayU in its sole opinion considers that the Card transaction or the Card transaction has been made on an expired or non-existing account numbertotal value of Refunds and/or Chargebacks is unreasonable. 6.9 It is the Merchant's responsibility to prove to PayU's satisfaction (hor that of the relevant Card Issuer or other financial institution) Servicers reasonably believe in their discretion that Merchant has violated any provision the debit of this Agreementa customer's account was authorised by such customer. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject 6.10 The Merchant agree to any claim of illegalityprocess returns of, cancellationand provide refunds and adjustments for, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers products sold and/or payment collected through its merchant site in accordance with this Agreement, the acquiring banks instructions and card association rules. The Merchant understands that all refunds must be routed through the same acquiring bank payment gateway through which the transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the transaction refunded. (k) 6.11 The Merchant agrees and confirms that it shall not initiate a Card transaction in remain solely liable after the termination of the Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by PayU, acquiring banks, Payment Schemes and/or Customers and for all claims and proceedings arising against PayU and/or an attempt acquiring bank with respect to collect a Chargebackthe Agreement.

Chargebacks. All Chargebacks are due upon presentation The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to Merchant. In the case of a failure to pay a Chargeback upon such presentment, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for ; and (iii) under any of the following reasonscircumstances: (a) The Sales Draft No specific prior Authorization for the Transaction was obtained from the Authorization Center, the approval number does not appear in the electronic transmittal that is illegiblemaintained by Bank, not signed or the Transaction was submitted to the Bank or ISO thirty (30) days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by the Cardholder or has not been presented to Servicers within the required time-frames.relevant Cardholder; (b) The Sales Draft does not contain Transaction was based on a pre-authorization form, the Imprint of a valid unexpired Card.Card on which the Authorization was based was canceled and Merchant was so notified prior to the Transaction; (c) A valid authorization number has not been correctly The Card giving rise to the Transaction was canceled and legibly recorded on prior to, or at the Sales Draft.time of, the Transaction, and ▇▇▇▇▇▇▇▇ received notice of the cancellation through the electronic terminal, in writing or otherwise; (d) The Sales Draft is a duplicate Card expired prior to the date of a the Transaction or the date of the Transaction was prior Card transaction or is to the result of two or more Card transactions generated for a single sale.validation date, if any, indicated on the Card; (e) The Cardholder alleges that he or she did Transaction information required by this Agreement was not participate in the sale, authorize the use of the Card, receive goods or services purchasedsubmitted to Bank, or receive the procedures required by this Agreement to be followed in connection with processing a required credit adjustment, or disputes the quality of the goods or services purchased.Transaction were not followed; (f) The price Bank or Issuer receives a complaint from or on behalf of goods a Cardholder stating that there is an unresolved dispute or services on the Sales Draft differs from the amount which defense to a charge (whether or not valid) between Merchant presents for payment.and Cardholder; (g) The Card transaction results from an Internet, mail, phone Cardholder makes a written complaint to Bank or preauthorized order and Issuer that the Cardholder disputes entering into did not make or authorizing authorize the Card transaction or the Card transaction has been made on an expired or non-existing account number.Transaction; (h) Servicers reasonably believe A setoff or counterclaim of any kind exists in their discretion favor of any Cardholder against Merchant that Merchant has violated any provision may be asserted in defense of this Agreement.an action to enforce payment against the Cardholder in the Transaction; (i) Servicers reasonably determine that the Card transaction is not bona fide The Transaction was made at or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees.by a merchant other than ▇▇▇▇▇▇▇▇; (j) Merchant fails to provide a Sales Draft The Transaction otherwise violates the terms of this Agreement or legible copy thereof to Servicers in accordance with this Agreement. any Applicable Law; (k) Merchant shall not initiate a Card transaction in ) A Transaction is charged back by an attempt to collect a Chargeback.Issuer; or

Chargebacks. All Chargebacks are due upon presentation (a) In some circumstances a Card Issuer has the right under the Card Scheme Rules to Merchant. In the case refuse to settle a Transaction, return a Transaction or to seek a reimbursement of a failure Transaction which has already been settled to the Merchant (“Chargeback”). A Chargeback may arise even if the Transaction has been authorised. A Chargeback may also arise if the Merchant has sent Paysafe information about a Transaction which is not within the scope of a Transaction but which Paysafe has processed as a Transaction and/or if a Cardholder denies making a Card Not Present Transaction. (b) If a Chargeback occurs in respect of a Transaction for which Paysafe has not yet paid the Merchant, Paysafe shall not be required to pay the Merchant for such Transaction. If a Chargeback upon such presentmentoccurs in respect of a Transaction for which Paysafe has already paid the Merchant, in addition Paysafe shall immediately and without notice to any other remedies which may the Merchant be exercised by Servicersentitled, and the Merchant agrees shall allow Paysafe, to pay a late charge of one and one half percent (1.5%) per month or portion thereofdebit the Nominated Bank Account, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or recover from the Reserve Account, if any, or collect Merchant by any other means, including the amount paid by debit Paysafe to Accountthe Merchant in respect of that Transaction. Paysafe's right to do this shall not be affected by any arrangement between the Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired CardCardholder. (c) A valid authorization number Paysafe is not under any obligation to: (i) notify the Merchant of any defect in any Transaction Data or other potential liability to a Chargeback except where a Chargeback is in fact made; or (ii) assist the Merchant in procuring payment from a Cardholder or assist in any dispute where the relevant Transaction has not been correctly and legibly recorded on charged back to the Sales DraftMerchant. (d) The Sales Draft is If a duplicate of a Chargeback arises, the Transaction Data relating to the relevant Transaction must not be re-presented by the Merchant unless Paysafe gives its prior Card transaction or is the result of two or more Card transactions generated for a single salewritten consent. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation The Service Provider may withhold or debit payment to the Merchant in relation to an Electronic Commerce Transaction, or having credited the Merchant. In ’s account, may charge back the case of a failure amount to pay a Chargeback upon such presentmentthe Merchant’s account, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month the following circumstances: authorization for an Electronic Commerce Transaction is not obtained in accordance with terms set out in this Agreement; card transaction data is issued or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount presented in breach of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitationwhich may include any additional guidelines supplied to the Merchant from time to time; the Merchant fails to produce at the Service Provider and/or the Bank request, a Sales Record; the Merchant’s account is credited more than once for the following reasons: (a) The Sales Draft same Electronic Commerce Transaction; the Electronic Commerce Transaction has not been authorized or recognized by the Cardholder; the Merchant has processed a fictitious Electronic Commerce Transaction, or has otherwise defrauded or attempted to defraud the Service Provider, the Bank or the Cardholder; the Merchant has participated in the sales of prohibited products and/or services as referred to in Section 9 of this Agreement; the Merchant has failed to comply with the terms of this Agreement or is illegibleotherwise in breach of any rule, not signed regulation, instruction, procedures or guidelines issued pursuant to this Agreement; the Electronic Commerce Transaction is in the Service Provider’s and/or the Bank’s sole opinion, a suspicious Electronic Commerce Transaction; the Merchant has failed to deliver within the specified time frame the goods or services purchased or the goods received by the Cardholder or has not have been presented to Servicers within the required time-frames. (b) The Sales Draft damaged; if an Electronic Commerce Transaction is authorized but does not contain meet the Imprint specification of a 3DSecure transaction where applicable and the Cardholder refuses to accept the Electronic Commerce Transaction for such reason; the Electronic Commerce Transaction is for any reason illegal, null or invalid; and any other valid unexpired Card. (c) A valid authorization number has reason as defined by the Card Associations rules such as but not been correctly and legibly recorded limited to: Any charge/debit on a Card which is a suspect charge/debit or is thought to be irregular or fraudulent in nature; Any charge/debit on a Card for a Product in an amount in excess of the price of that Product stated on the Sales Draft. (d) The Sales Draft is Website concerned; Any charge/debit on a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. Product which remains undelivered after the time for delivery stipulated on the Website concerned; Any charge/debit on a Card arising out of any hacking, breach of security or encryption (eif any) The due to the manner in which the Merchant handled Card account Information, Cardholder alleges that he or she did not participate in transaction details; Any transaction made through a card outside the sale, authorize territory authorized for the use of the Card, receive card; The goods and/or services covered by the transaction are rejected or services purchased, returned or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or part thereof, is validly cancelled or terminated by a Cardholder or if the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft at all or legible copy thereof to Servicers in accordance the Cardholder’s satisfaction, goods and/or services to-the Cardholder; The Cardholder disputes the nature, quality or quantity of the goods and/or services covered by the transaction; The Cardholder disputes or denies the transaction or the sale or delivery of goods and/or provision of services covered by the transaction with this Agreement. (k) Merchant shall not initiate a reasons; Transaction is posted more than once to Card transaction in an attempt to collect a Chargeback.Holder’s account;

Chargebacks. (a) All Chargebacks chargebacks are due upon presentation to Merchant’s Bank. In the case of a A failure to pay a Chargeback upon such presentment, presentation shall be considered a material breach of this Agreement and Merchant in addition to any other remedies which as may be exercised by Servicers, Merchant agrees to pay RMS shall be charged a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, thereof on all unpaid Chargebacks. Servicers Merchant and/or guarantor(s) agree that they are fully liable to RMS for all Chargebacks, and that RMS is authorized to deduct offset from incoming transactions and to debit via ACH, the Account, the Reserve Account, or any other account held at any other financial institution in the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other meansChargeback, including by debit to Accountfees and costs. Merchant acknowledges and agrees that it is bound by to accept for chargeback any sale for which the Rules with respect Cardholder disputes the validity of the sale according to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if RMS determines that Merchant has breached this Agreementin any way failed to comply with the Rules or RMS procedures, including without limitation, for but not limited to the following reasonsfollowing: (ai) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers RMS within the required time-time frames. (bii) The Sales Draft does not contain the Imprint of a valid unexpired Card. (ciii) A valid authorization Authorization number has not been correctly and legibly recorded on the Sales Draft. (div) The Sales Draft is a duplicate of a prior Card transaction Transaction or is the result of two or more Card transactions Transactions generated on one credit card for a single sale. (ev) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (fvi) The price of goods or services on the Sales Draft differs from the amount amount, which Merchant presents for payment. (gvii) The Card transaction Transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction Transaction or the Card transaction Transaction has been made on an expired or non-existing account number. (hviii) Servicers RMS reasonably believe in their believes, within its sole discretion that Merchant has violated any provision of this Agreement. (iix) Servicers RMS reasonably determine determines that the Card transaction record is fraudulent or that the Transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, avoidance, or offset for any reason whatsoever, including without limitation, negligence, fraud fraud, or dishonesty on the part of Merchant or Merchant’s agents or employees. (jx) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers RMS in accordance with this Agreement. Merchant acknowledges that RMS shall have full recourse to chargeback the amount of a Card sale for which the Cardholder disputes that he/she did not authorize the charge if (i) the Imprint of the Card or (ii) the signature of the Cardholder was not obtained by Merchant. (kxi) Merchant shall not initiate a Card transaction sale Transaction in an attempt to collect a Chargeback. (xii) Guarantors are personally liable for all Chargebacks. In the event Merchant sells its business and a new owner incurs Chargebacks, the original Merchant and all guarantors will be held personally liable for the Chargebacks and any other liabilities of the new owner(s). (b) In the event the Account is closed or is otherwise unavailable to RMS for ACH debit, Merchant and/or guarantors consent to RMS locating additional deposit accounts or assets by using any means available. In this event Merchant and/or guarantors waive all rights to their privacy in favor of RMS until such time as all unpaid chargebacks and fees owed to RMS have been paid in full. (c) Merchant agrees to pay $25.00 per Chargeback received by RMS.

Chargebacks. All a. Merchant has full liability and responsibility for all Chargebacks. Some of the most common reasons for a Chargeback are (i) the Transaction Data was prepared incorrectly or fraudulently (ii) Merchant did not obtain proper authorization, or did not provide a correct and legible authorization code on the Transaction Data, (iii) the Customer disputes participating in or approving the Transaction, (iv) the Customer alleges that return of goods was improperly refused or that a refund was not processed for the Customer, (v) the Customer has asserted what the Customer believes is a good faith claim or defense against the Transaction, or (vi) the Payment Instrument was not actually presented at the time of the Transaction and the Customer denies making the purchase. b. If Merchant has a reason to dispute or respond to a Chargeback, then Merchant must do so by the date provided on the applicable Chargeback Notice. Processor will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if Merchant has not timely responded to the notice. c. If Processor or Bank determines that Merchant is receiving excessive Chargebacks (as determined by reference to applicable Rules and Bank policy), Processor or Bank may, but are due upon presentation not obligated to, (i) notify Merchant of new procedures it should adopt, (ii) increase or add additional Processing Fees imposed for processing Chargebacks, (iii) establish or increase the amount held in any Reserve Account, and/or (iv) terminate this Merchant Agreement, at Processor’s or Bank’s’ discretion, without advance notice. Merchant must immediately pay any fines or fees imposed by a Payment Brand or Processor or Bank relating to Chargebacks to Merchant. d. Each Chargeback to Merchant is immediately due and payable by Merchant. In Without limiting Processor’s or Bank’s other remedies or Processor’s or Bank’s security interest described in this Merchant Agreement, Processor or Bank may deduct, debit and withhold the case amount of a Chargeback or anticipated Chargeback from the Settlement Account, Reserve Account, or any Merchant account at Bank. e. In order to comply with Retrieval Requests, Merchant shall store and retain Transaction Data in compliance with the Rules, including any time frames set forth therein. Within 7 days (or such shorter time as the Rules may require) of Processor sending Merchant a Retrieval Request, Merchant must provide to Processor (i) written resolution of Merchant’s investigation of such Retrieval Request, and (ii) legible copies of any supporting documentation requested or required by the Retrieval Request. Merchant acknowledges that failure to fulfill a Retrieval Request timely and in accordance with the Rules may result in an irreversible Chargeback. f. To the extent that Processor or Bank has paid or may pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicersor return, Merchant agrees will be obligated to pay a late charge of one reimburse Processor and one half percent (1.5%) per month Bank for any sums Processor or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid ChargebacksBank pay. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to If Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargebackreimburse Processor or Bank, or Processor and Bank will have all of the rights and remedies of Customers under law and may assert any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint claim on behalf of a valid unexpired CardCustomer individually or on behalf of all Customers as a class. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft If a Transaction is illegiblean Invalid Transaction as denoted in this clause 2.5, not signed or otherwise constitutes a valid Chargeback in accordance with this Agreement and relevant Card Scheme Rules, First Data may in its discretion (as the context dictates and without a request or demand from a Cardholder): i. refuse to accept the Transaction; or ii. if the Transaction has been processed, at any time within two (2) years of the date of the Transaction, charge that Transaction back to the Merchant by debiting the Cardholder Settlement Account or has not been presented to Servicers within the required time-framesFee Account or otherwise exercising any right under this Agreement. (b) The Sales Draft does not contain First Data may also refuse to accept or Chargeback any Transaction where: i. the Imprint of Cardholder claims the Transaction is invalid or disputes liability for any reason; ii. you process a valid unexpired Cardcancelled reoccurring Transaction; iii. the Cardholder asserts a claim for set off or counterclaim. (c) A Transaction is an “Invalid Transaction” and may be subject to Chargeback if: i. the Card was not valid authorization number at the time of the Transaction (for example, the Card has expired, is not yet valid, or has been correctly and legibly recorded cancelled or revoked); ii. there is no signature on the Sales DraftReceipt where required or the signature on the Sales Receipt is different to that on the Card; iii. the Cardholder did not participate in or authorise a Transaction; iv. you used replaced Supplied Equipment after being directed to discontinue such use; v. the Sales Receipt has been altered without the Cardholder's authority; vi. the Sales Receipt is incomplete or was not presented to us within the relevant timeframe; vii. the Transaction is subject to dispute, set-off or counterclaim; viii. it was processed to your own Card; ix. Authorisation for the Transaction was declined for any reason; x. it represents the refinance of an existing debt or the collection for dishonoured cheque; xi. It represents a transfer of funds not the supply of goods or services or is a Cash Related Transaction; xii. it is not entered into by you and the Cardholder or is submitted by any third party; xiii. you use a manual sales voucher in circumstances where your electronic terminal is operational. Any manual sales vouchers must be forwarded to First Data within 3 days of the Transaction; xiv. it is not processed in accordance with the Operating Procedures or any other term of this Agreement; xv. you issue a credit which does not have a previous offsetting sale; or xvi. relates to or are in connection with, the sale of goods or services that are in contravention of the laws of Australia or are otherwise prohibited by First Data. (d) The Sales Draft If First Data receives a payment from a Cardholder relating to an Invalid Transaction that has been subject to a Chargeback, First Data will credit the Settlement Account with an amount equal to that payment, less any amount First Data is a duplicate of a prior Card transaction entitled to withhold or is set off under the result of two or more Card transactions generated for a single saleAgreement. (e) The Notwithstanding anything to the contrary, you acknowledge that a Cardholder alleges that he or she did not participate in the sale, authorize the use is entitled to initiate a Chargeback of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers Transaction where permitted in accordance with this Agreementrelevant Card Scheme Rules. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant10.1. In If applicable, the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that in certain circumstances the Issuing Bank, Payment Scheme or other financial institutions may (i) refuse to settle a transaction or (ii) impose Chargebacks on Pesawise. 10.2. The Merchant agrees that it is bound may be required to reimburse Pesawise for Chargebacks where the Merchant has accepted settlement in respect of the relevant transaction. Where applicable, the Merchant must respond to Cardholder disputes and handle Chargebacks in accordance with the rules of the relevant Payment Scheme. 10.3. The Merchant agrees that Pesawise shall have the right to send non-settled transactions received from the Merchant Customers to the Issuing Bank/authorities concerned for the purpose of checking and in case of objection and/or opposition on the executed transactions by the Rules with respect to Issuing Bank or the authorities concerned for any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Pesawise shall not be bound to pay the Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under transaction amount during the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate period contained in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. 10.4. All Chargebacks shall correspond to the whole or part of the settlement value of the original transaction. 10.5. Where Chargebacks occur, Pesawise shall immediately be entitled to debit the Merchant’s position or make a reversal from the Merchant’s bank account and/or make a deduction from any remittance and /or invoice the Merchant to recover: a) the full amount of the relevant Chargeback; and b) any other costs, expenses, liabilities or fines incurred as a result of or in connection with such Chargeback (i) Servicers reasonably determine "Chargeback Costs"). 10.6. A Chargeback represents an immediate liability from the Merchant to Pesawise and where the full amount of any Chargebacks and/or any Chargeback Costs is not debited by Pesawise from the Merchant bank account or deducted from any remittance or invoiced as referred to in the previous clause, then Pesawise shall be entitled to otherwise recover from the Merchant by any means, the full amount of such Chargeback or Chargeback Costs (or the balance thereof, as the case may be). 10.7. Pesawise shall not be obliged to investigate the validity of any Chargeback by any Issuing Bank, Payment Scheme or other financial institution, whose decision shall be final and binding in respect of any Chargebacks. 10.8. As Chargebacks may arise a considerable period after the date of the relevant transaction, Pesawise shall remain entitled to recover Chargebacks and Chargeback Costs from the Merchant in respect of all Chargebacks, even after the termination of the contractual relationship between the Merchant and Pesawise. 10.9. Pesawise may immediately terminate this Agreement and the Services provided hereunder if Pesawise in its sole opinion considers that the Card transaction total value of refunds and/or Chargebacks is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employeesunreasonable. (j) 10.10. The Merchant fails agrees and confirms that it shall remain solely liable after the termination of this Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by Pesawise, Acquiring Bank, and/or Customers and for all claims and proceedings arising against Pesawise with respect to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant. In (a) Simultaneously with each purchase, a contingent and unmatured claim for Chargeback accrues against Merchant in favor of Cornerstone and Bank for the case of a failure amount that Cornerstone or Bank is required, or has the right, to pay a Chargeback upon such presentment, in addition to MasterCard or Visa with respect to any fees, discounts, customer credits and adjustments, charges, fines, assessments, penalties or other remedies items which may be exercised charged back to Merchant by Servicers, Cornerstone or Bank. Merchant agrees that it is fully liable to pay a late charge of one Bank and one half percent (1.5%) per month or portion thereofCornerstone for all Chargebacks, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers and that Bank and Cornerstone are authorized to deduct offset from incoming transactions and to debit via ACH the Account, the Reserve Account, or any other account held at any other financial institution in the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible agrees to accept for providing Servicers with chargeback any available information sale for which the Cardholder disputes the validity of the sale according to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, ; or if Cornerstone and Bank determine that Merchant has breached this Agreementin any way failed to comply with the Rules or Cornerstone’s procedures, including without limitation, for but not limited to the following reasons: following: (ai) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers Bank within the required time-frames. ; (bii) The Sales Draft does not contain the Imprint of a valid unexpired valid, un-expired Card. ; (ciii) A valid authorization Authorization number has not been correctly and legibly recorded on the Sales Draft. ; (div) The Sales Draft is a duplicate of a prior Card transaction Transaction or is the result of two or more Card transactions Transactions generated on one credit card for a single sale. ; (ev) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. ; (fvi) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. ; (gvii) The Card transaction Transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction Transaction or the Card transaction Transaction has been made on an expired or non-existing account number. ; (hviii) Servicers reasonably believe in Cornerstone and Bank believe, within their discretion sole discretion, that Merchant has violated any provision of this Agreement. ; (iix) Servicers reasonably determine Cornerstone determines that the Card transaction record is fraudulent or that the Transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoever, including without limitation, limitation negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. ; (jx) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers Bank and Cornerstone in accordance with this Agreement. . Merchant acknowledges that Cornerstone and Bank shall have full recourse to charge back the amount of a Card sale for which the Cardholder disputes that he/she did not authorize the charge if (ki) the Imprint of the Card or (ii) the signature of the Cardholder was not obtained by Merchant; (xi) Merchant shall not initiate a Card transaction Transaction in an attempt to collect a Chargeback; (b) Guarantors are personally liable for all Chargebacks. In the event Merchant sells its business, and the new owner incurs Chargebacks, the original Merchant and all guarantors will continue to be held personally liable for the Chargebacks and any other liabilities of the new owner(s).

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to Wayfair will not bear any financial losses or other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of risks associated with any Chargebacks and fees from any settlement amounts due to Merchant or customer obligation arising from the Reserve AccountServices. Notwithstanding the foregoing, if any, Provider may only charge back or collect by any other means, including by debit otherwise seek to Account. Merchant acknowledges and agrees recoup amounts paid to Wayfair using the Services to the extent that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless one of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasonscircumstances are present: (a) The Sales Draft is illegible, not signed Information provided in a Request by the Cardholder a Wayfair Customer was materially false or has not been presented to Servicers within the required time-frames.misleading and Wayfair had actual knowledge that such information was materially false or misleading; (b) The Sales Draft does not contain Wayfair has breached this Agreement in a manner that actually prevents Provider from collecting a payment under an obligation arising from the Imprint of a valid unexpired Card.Services; (c) A valid authorization number has transaction is disputed and Wayfair cannot been correctly and legibly recorded on provide a copy of the Sales Draft.underlying transaction receipt within thirty (30) days after Provider requests such receipt; (d) The Sales Draft There is a duplicate fraud or willful misconduct perpetrated by Wayfair’s employees, agents or other third parties acting on behalf of a prior Card transaction or is for the result benefit of two or more Card transactions generated for a single sale.Wayfair; or (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (fProduct(s) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, the transaction using the Services have not been delivered or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on provided to the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers Wayfair Customer in accordance with this Agreementthe delivery terms agreed to by the Wayfair Customer. To the extent that Provider believes that it has a right to a chargeback, Provider shall send to Wayfair notice of the purported chargeback along with a detailed statement of the grounds for a chargeback, including any details as outlined in the Wayfair Financing Program Guidelines. Within thirty (30) days of receipt of such notice, Wayfair shall either challenge the purported chargeback and provide the details supporting such objection, and if it does not so challenge and provide said supporting details, Wayfair agrees to pay the amount of such chargeback to Provider. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All (i) Sellers shall use Reasonable Efforts to terminate all Contracts of Sellers providing for payment of Chargebacks are due upon presentation to Merchantgovernment and commercial customers with respect to Products (“Chargeback Contracts”) effective no later than five (5) Business Days following the Closing. In Sellers shall continue to honor all such Chargeback Contracts for the case period necessary to comply with the termination language thereof. Sellers shall not assign to Buyer and Buyer shall not assume any of the Chargeback Contracts. Promptly following the Closing, Sellers shall issue a failure letter to pay a the trade (wholesalers and distributors) and to government and commercial Chargeback upon customers advising such presentmentcustomers of sellers’ responsibilities in connection with Chargeback Contracts and associated Chargebacks and administrative fees. (ii) With respect to wholesaler chargebacks and any associated administrative or service fees related to sales of Products sold by or on behalf of the Sellers or sold by or on behalf of Buyer (“Vendor Chargebacks”), in addition such Vendor Chargebacks shall be deemed to any other remedies which may have “occurred” on the date that the applicable wholesaler ships the related Product to its customer. For each wholesaler, Sellers shall be exercised financially responsible for all Vendor Chargebacks arising out of sales of Products by Servicerssuch wholesaler during to the applicable Chargeback Period. Thereafter, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on Buyer shall be financially responsible for all unpaid Vendor Chargebacks. Servicers are authorized to deduct Each Party shall invoice the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules Party on a monthly basis with respect to any Chargeback. Merchant further acknowledges that it is solely responsible Vendor Chargebacks for providing Servicers with any available information which the other Party bears responsibility and as to re-present which the invoicing Party issues a Chargeback credit or otherwise makes payment, which invoice shall include detail of such Vendor Chargebacks on an itemized basis, and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any the other reason, Merchant Party shall be solely responsible for the liability related to pay all such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: invoices within thirty (a30) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-framesdays after its receipt thereof. (biii) The Sales Draft does Notwithstanding anything to the contrary contained in this Section 8.16, the Parties acknowledge that the VA National Acquisition Center must approve the removal of the Products from Sellers’ FSS Contract and Buyer must enter into a FSS Contract with the VA National Acquisition Center before the responsibility for processing FSS Chargebacks is transferred from Sellers to Buyer. Accordingly, in the event such approval is not contain obtained and such agreement is not in place prior to the Imprint Closing Date, Sellers shall continue to be responsible for processing the FSS Chargebacks on Buyer’s behalf until such approval is obtained, and Buyer shall reimburse Sellers for the actual FSS Chargebacks paid for such Products sold by Buyers after the Closing Date. If required pursuant to the terms of any Seller FSS Contract, Sellers shall, from and after the Closing Date, use commercially reasonable efforts to obtain from the applicable federal government contracting officer or agency a valid unexpired Cardwritten consent to the subcontracting of such FSS Contract to Buyer. From and after the Closing Date until such time as Buyer enters into a replacement contract with respect to the FSS Contract or until all Inventory under King’s NDC numbers is depleted, (i) Buyer shall honor and perform all obligations of the Sellers under and pursuant to the FSS Contract with respect to supplying the applicable Products to a Third Party after the Closing Date at the prices required by such FSS Contract, (ii) Sellers shall not cause or permit any of the Products to be deleted from such FSS Contract, (iii) the Sellers shall maintain such FSS Contract in full force and effect, and (iv) Buyer shall be entitled to enjoy the benefits, and Buyer shall be required to bear the burden, of such performance. Buyer shall use commercially reasonable efforts to enter into a replacement contract with respect to the FSS Contract as soon as practicable. (civ) A valid authorization number has not been correctly Sellers shall provide Buyer with all information relating to the Products and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is prices thereof that Buyer reasonably requires in order to comply with applicable rules and regulations relating to Pub. L. 102-585 as it relates to the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use FSS and Section 340B of the CardPublic Health Services Act. When requested, receive goods or services purchasedsuch information shall be provided by Sellers to Buyer promptly, or receive a required credit adjustmentand in any event, or disputes the quality of the goods or services purchasedwithin ten (10) Business Days after Buyer’s written request therefor. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation to Merchant8.1. In Simultaneously with each Cardholder Transaction, a Chargeback claim accrues against Entity in favor of ARC if ARC is required, or has the case of a failure right, to pay a Chargeback upon such presentment, in addition to any Payment Brand any fees, discounts, Cardholder credits and adjustments, charges, fines, assessments, penalties or other remedies items which may be exercised charged back to Entity by ServicersARC. Entity agrees that it is fully liable to ARC for all Chargebacks, Merchant agrees and that ARC is authorized to pay a late charge of one offset from incoming Transactions and one half percent (1.5%) per month or portion thereofto debit via ACH the Account, the Reserve Account, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct any other account held at any other financial institution in the amount of any Chargebacks and fees from Chargeback. Entity agrees to accept for Chargeback any settlement amounts due sale for which the Cardholder disputes the validity of the sale; or if ARC determines that Entity has in any way failed to Merchant comply with this Agreement or from the Reserve Account, if any, or collect by any other meansARC’s procedures, including by debit but not limited to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasonsfollowing: (ai) The Sales Draft ARC Pay Transaction is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames.; (bii) The Sales Draft ARC Pay Transaction does not contain involve the Imprint of a valid unexpired valid, un-expired Card.; (ciii) A valid authorization Authorization number has not been correctly and legibly recorded on the Sales Draft.ARC Pay Transaction; (div) The Sales Draft ARC Pay Transaction is a duplicate of a prior Card transaction Transaction or is the result of two or more Transactions generated on one Card transactions generated for a single sale.; (ev) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased.; (fvi) The price of goods or services on the Sales Draft ARC Pay Transaction differs from the amount which Merchant Entity presents for payment.; (gvii) The Card transaction Transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction Transaction or the Card transaction Transaction has been made on an expired or non-existing account number.; (hviii) Servicers reasonably believe in their discretion ARC believes, within its sole discretion, that Merchant Entity has violated any provision of this Agreement.; (iix) Servicers reasonably determine ARC determines that the Card transaction Transaction record is Fraudulent or that the Transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoever, including without limitation, limitation negligence, fraud Fraud or dishonesty on the part of Merchant Entity or MerchantEntity’s agents or employees.Representatives; (jx) Merchant Entity fails to provide a Sales Draft an ARC Pay Transaction or legible copy thereof to Servicers ARC in accordance with this Agreement. 8.2. Entity acknowledges that ARC shall have full recourse to charge back the amount of a credit card sale for which the Cardholder disputes that he/she did not authorize the charge if (ki) Merchant the imprint of the card or (ii) the signature of the Cardholder was not obtained by Entity; and (iii) Entity shall not initiate a Card transaction Transaction in an attempt to collect a Chargeback. Entity shall be liable for all fees arising out of the Chargeback dispute process, including, but not limited to, pre-arbitration fees. 8.3. Entity must provide to ARC or its designee any and all documentation required, at ARC’s sole discretion, as part of any Chargeback dispute process, including, but not limited to, responses to pre-arbitration notifications.

Chargebacks. All Chargebacks are due upon presentation 3.1. If a Facility Provider communicates to Curlec the receipt of a Chargeback Request, then the Merchant will be notified of the Chargeback. The Merchant agrees that liability for Chargeback, whether domestic or international, under the Agreement or any SOF thereunder rests with the Merchant. In The Merchant further agrees that it is the case sole discretion of the Merchant whether to avail non-3D secure services or not. Subject to availability of funds, Curlec, upon receipt of a failure to pay a Chargeback upon such presentment, in addition to any other remedies Request shall forthwith deduct the Chargeback Amount from the Transaction Amounts which may be exercised by Servicersused, Merchant agrees based on the decision of the Facility Provider, either to: (a) process Chargeback in favour of the Customer; or (b) credit to pay a late charge the Merchant. For the avoidance of one and one half percent (1.5%) per month or portion thereofdoubt, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized ▇▇▇▇▇▇ shall be entitled to deduct the amount Chargeback Amount upon receiving a Chargeback claim. The Merchant shall furnish to Curlec documents and information (“Chargeback Documents”) pertaining to the Transaction associated with the Chargeback Request in order to substantiate: (i) the completion of any Chargebacks the aforesaid Transaction; and/or (ii) delivery of goods/services sought by the Customer pursuant to the said Transaction. The Merchant shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request. 3.2. The Merchant agrees that (i) if the Merchant is unable to furnish Chargeback Documents; and/or (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by the Merchant, then the Facility Provider shall be entitled to order Curlec to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the Customer’s Payment Instrument. 3.3. Notwithstanding anything in this Agreement, if the Facility Provider charges the Chargeback Amount from Curlec, the Merchant agrees and fees from any settlement amounts due acknowledges that ▇▇▇▇▇▇ is entitled to Merchant or recover such Chargeback Amount from the Reserve AccountMerchant by way of deduction from: (i) the Transaction Amount to be settled to the Merchant; and (ii) any other funds of the Merchant held by ▇▇▇▇▇▇ in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then Curlec is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. The Merchant shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 3.4. On the issuance of notice of termination of this SOF or the Agreement, Curlec reserves the right to withhold from each settlement made after the date of such notice, a sum computed based on a Stipulated Percentage (defined hereinbelow) for a period of one hundred and twenty (120) days (“Withholding Term”) from the date of termination of this SOF or this Agreement (as the case may be). The sums so withheld shall be maintained in a separate dedicated account and shall only be utilised towards settlement of Chargebacks. After processing such Chargebacks, ▇▇▇▇▇▇ shall transfer the unutilized amounts, if any, or collect by any other means, including by debit to Accountthe Merchant forthwith upon expiry of the Withholding Term. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or “Stipulated Percentage” is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use proportion of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality Chargeback Amounts out of the goods or services purchased. (f) The price of goods or services on total Transaction Amounts settled during the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision subsistence of this AgreementAgreement until the termination of this SOF or this Agreement (as the case may be). (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks are due upon presentation (a) Chargeback Rights. TDRCS agrees that it will bear any and all credit losses sustained on Accounts, except that TDRCS may chargeback to Merchant any transaction that TDRCS reasonably deems to be the result of unresolved Consumer disputes (after providing Merchant an opportunity to respond to the dispute pursuant to Section 4.8(c)), improper sales floor procedures, or a breach of Merchant. In 's representations and warranties under this Agreement ("Chargeback"), including, without limitation when one or more of the case of a failure following occur: (i) The Consumer disputes the charge and TDRCS determines that the Consumer's dispute is valid after providing Merchant an opportunity to respond to the dispute. (ii) The Consumer refuses to pay for a Chargeback upon such presentmentcharge because the Consumer is not satisfied with goods or services purchased from Merchant, in addition to any other remedies which may be exercised by Servicersincluding, Merchant agrees to pay a late charge without limitation, when the Consumer asserts that obligations under an Extended Warranty have not been satisfied. (iii) The Consumer disputes the execution of one and one half percent (1.5%) per month or portion thereofthe Sales Slip, or the highest amount allowable by lawsale, whichever is lessdelivery, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if anyquality, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by performance of the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-framesGoods. (biv) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges Consumer asserts that he or she did not participate authorize the transaction represented by the Sales Slip or did not authorize the transaction in the sale, authorize amount shown on the use Sales Slip. (v) Any disputed or fraudulent charge when the Consumer was not present at the Merchant's location or the Card was not physically presented. (vi) The Sales Slip or Credit Application are not completed to TDRCS's reasonable satisfaction. (vii) The Sales Slip is a duplicate of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality transaction previously paid. (viii) The price of the goods or services purchased. (f) The price of goods or services shown on the Sales Draft Slip differs from the amount which Merchant presents for paymentshown on the receipt delivered to the Consumer at the time of the transaction. (gix) The Card Merchant did not obtain authorization from TDRCS for the transaction results from an Internet, mail, phone or preauthorized order and represented by the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account numberSales Slip. (hx) Servicers reasonably believe in their discretion TDRCS determines that Merchant has violated or not complied with any term, condition, covenant, warranty, or other provision of this AgreementAgreement or any other agreement between the Parties, or any of TDRCS's procedures, in connection with the Sales Slip or the transaction to which it relates. (ixi) Servicers reasonably determine TDRCS determines that the Card Sales Slip is fraudulent or the related transaction involves fraudulent activities by Merchant's employees, contractors, or agents. (xii) A transaction represented by a Sales Slip is not a bona fide transaction in Merchant's ordinary course of business or occurred in a "going out of business" sale or similar event unless transactions during such sale or event has been approved by TDRCS in its sole discretion. (xiii) A transaction represented by a Sales Slip is subject to any a claim of illegality, cancellation, rescission, avoidance, or offset for any reason whatsoever, including without limitation, limitation negligence, fraud fraud, or dishonesty on the part of Merchant or Merchant’s any of its agents or employees. (jxiv) Merchant fails to provide A transaction represented by a Sales Draft or legible copy thereof to Servicers in accordance Slip does not fully comply with this Agreement, TDRCS's operating procedures, or Applicable Law. (kxv) A transaction represented by a Sales Slip finances the purchase of (i) goods delivered on consignment; (ii) goods and inventory belonging to any liquidator or similar entity; or (iii) any goods that are delivered for sale in violation of any applicable state or local law or regulation pertaining to "going out of business sales." (xvi) TDRCS did not receive an Credit Application, or a copy of a Sales Slip, as required. (xvii) The Sales Slip is submitted prior to acceptance of merchandise by the Consumer. (xviii) Goods are shipped or delivered to any third-party address or P.O. Box. (xix) Goods in excess of $1,000 are shipped or delivered without requiring and securing a signed receipt from Consumer, who disputes delivery of such shipment (xx) The Consumer alleges that a credit adjustment was requested within the parameters of Merchant's documentable return policies and refused, or that a credit adjustment was issued by Merchant shall but TDRCS did not initiate a Card transaction in an attempt to collect a Chargebackreceive the credit. (xxi) The Consumer alleges that the Merchant provided false or misleading information (e.g., misrepresentation about credit promotions).

Chargebacks. All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by ServicersIMS and/or Bank, Merchant ▇▇▇▇▇▇▇▇ agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers IMS and/or Bank are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant ▇▇▇▇▇▇▇▇ understands and agrees that Card transactions Sales Transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant ▇▇▇▇▇▇▇▇ has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers Bank within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization Authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction Transaction or is the result of two or more Card transactions Transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant ▇▇▇▇▇▇▇▇ presents for payment. (g) The Card transaction Transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction Transaction or the Card transaction Transaction has been made on an expired or non-existing account number. (h) Servicers IMS reasonably believe believes in their its discretion that Merchant ▇▇▇▇▇▇▇▇ has violated any provision of this Agreement. (i) Servicers IMS reasonably determine determines that the Card transaction Transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers IMS and/or Bank in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction Transaction in an attempt to collect a Chargeback.

Chargebacks. All Chargebacks Contemporaneously with each Cardholder Purchase, a contingent and un-matured claim for Chargeback accrues against Merchant in favor of Service Providers to the extent Service Providers are due upon presentation to Merchant. In the case of a failure required, or exercise their right, to pay a Chargeback upon such presentment, in addition to the Card Networks with respect to any fees, discounts, customer credits and adjustments, charges, fines, assessments, penalties or other remedies items, which may in turn be exercised charged back to Merchant by ServicersService Providers. ▇▇▇▇▇▇▇▇ agrees that it is fully liable to Service Providers for all Chargebacks, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers that Service Providers are authorized to deduct offset from incoming transactions and to debit via transfer or ACH the Service Providers Account, the Reserve Account, or any other account held by Merchant at Bank in the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. If Merchant further acknowledges that it is solely responsible for providing Servicers with any available information identified in a Card Network chargeback program or is receiving excessive Chargebacks (as determined by reference to re-present a Chargeback and thatapplicable Rules or Service Providers policy), regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, then (i) Merchant shall be solely responsible to Service Providers for any fines and related third-party fees, along with any overhead required for Service Providers to complete its responsibilities relative to the liability related identification; (ii) at Service Providers‘sole discretion, Services can be immediately suspended until Merchant obtains Service Providers’ approval of and implements a Chargeback remediation plan; and, (iii) if in any calendar month within the six months immediately following resumption of Services (after implementing approved remediation plan) and Merchant receives excessive Chargebacks then Service Providers can immediately terminate this Agreement. ▇▇▇▇▇▇▇▇ agrees to such Chargebackaccept any Chargeback where the Cardholder disputes the validity of the Transaction according to the Rules. Merchant understands and agrees is liable for any Transaction that Card transactions are subject Service Providers reasonably determines that Merchant has in failed to Chargeback for a variety of reasons under comply with the Rules, or if Merchant has breached Service Providers’ procedures, this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably Service Providers determine that the Card transaction Transaction record is fraudulent or that the Transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoever, including without limitation, limitation negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.