Reserve Account After Agreement Terminates. Merchant Bank may continue to hold or deposit fundsin the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or Provider. Upon termination of the Agreement by Merchant or Provider, Provider may retain sufficient funds to satisfy any and all Processing Fees, Chargebacks, Credit Vouchers, Liquidated Damages, and any and all additional fees, fines, assessments, penalty amounts and charges due the Card Networks. If no funds have been deposited into the Reserve Account before termination, Provider, at Provider’s option, may notify Merchant to deposit funds into the Reserve Account upon termination of this Agreement. All provisions which apply to a pre- termination Reserve Account will apply after termination, including replenishment of deficiencies. The funds will be held by Provider or its designated agent for a period of not less than one hundred eighty (180) days from the date of the last Transaction processed under this Agreement, plus the period of any warranty, guarantee, and/or return policy on goods and/or services sold. Provider will return the balance in the Reserve Account to Merchant after Provider reasonably determines that the risk of Chargebacks and other Processing Fees has ended and after deducting all amounts that Merchant owes to Provider under this Agreement or any other agreement.
Reserve Account After Agreement Terminates. Servicer may continue to hold or deposit funds in the Reserve Account after termination of this Agreement, regardless of whether termination is by Merchant or Servicer, or the reason for termination. Upon termination of this Agreement by Merchant or Servicer, Servicer may retain sufficient funds to satisfy any and all Chargebacks, anticipated Chargebacks, Credit Vouchers, fees, and any other fees owed, fines, penalties, loss allocations, damages, expenses (including, without limitation, attorneys’ fees, investigatory and/or remediation expenses), charges, Assessments, registrations, certification expenses, payment obligations owed by Merchant to Servicer under this Agreement (including, without limitation, indemnity obligations), and any and all or other amounts due Servicer, the Card Brands, or any governmental, banking, or regulatory agency, or claimed by third parties, arising out of this Agreement or involving Merchant’s business, actions, omissions, or use of the services contemplated under this Agreement. Notwithstanding any of the foregoing, as an additional and cumulative right under this Agreement, if Servicer reasonably believes that due to the circumstances of the termination of this Agreement, the amount of Chargebacks, anticipated Chargebacks, fines, fees, or any other item described above in this Section, may equal or exceed the amount held in the Reserve Account, Servicer may also identify, sequester, or transfer to itself (including its own Servicer account(s)) any portion of the Reserve Account or other funds held by Servicer that Servicer believes is needed to pay such obligation, and Servicer may hold and use such amount for its own benefit and protection (as opposed to any such amount of the Reserve Account being held for Merchant’s benefit or the benefit of any third party). If no funds have been deposited into the Reserve Account before termination of this Agreement, Servicer, at Servicer’s sole option, may notify Merchant to deposit funds into the Reserve Account (in an amount identified by Servicer in its sole and absolute discretion) upon termination of this Agreement. All provisions which apply to a pre‐termination Reserve Account will apply after termination, including replenishment of deficiencies. The Reserve Account will be held by Servicer or its designated agent for a period of not less than three hundred and sixty-five (365) days from the date of the last Card Transaction processed under the Agreement, plus the period of an...
Reserve Account After Agreement Terminates
