Lüt Merchant Processing Agreement

Last updated: February 27, 2025

This Merchant Processing Agreement (“Agreement”) is made between Lüt Payment Processing, LLC having its principal office at 2400 E Commercial Blvd Suite 1200, Fort Lauderdale, FL 33308 (“Processor”) and Merchant (“Merchant”) identified on the Merchant Processing Application (“Application”) to which this Agreement made a part of in consideration of mutual promises. Processor and Merchant are individually referred to as “Party” and jointly referred to as “Parties”. Processor and Merchant hereby agree as follows:

Upon Processor’s acceptance and approval of Merchant’s Application, this Agreement shall be a binding agreement among Processor and Merchant. The date listed on the Acceptance Letter will be considered the “Effective Date” and will be used for Term commencement.

1.   Definitions.

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Account” shall mean Merchant’s commercial bank account at a financial institution acceptable to Processor which Processor or its agent can access through the ACH system.

“ACH” shall mean the Federal Reserve's Automated Clearing House system.

“Acceptance Letter” shall mean the letter sent to Merchant by Processor

stating Processor’s acceptance and approval of Merchant’s Application and

the Effective Date.

“Affiliate” shall mean any entity which, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or common control with a party, as applicable.

“Agreement” means this Merchant Processing Agreement, the Merchant Processing Application, and corresponding schedules and addendums.

“Access Device(s)” shall mean any device or software authorized by the Processor used to facilitate a transaction.

“Payment Network” means the Lüt Closed-Loop Network.

“Customer” shall mean any person authorized to use the Lüt Payment Network in connection with the merchant acquiring and payment activities.

“Data Incident” shall mean any alleged or actual compromise, unauthorized access, disclosure, theft, or unauthorized use of Access Device or Cardholder information, regardless of cause, including without limitation, a breach of or intrusion into any system, or failure, malfunction, inadequacy, or error affecting any server, wherever located, or hardware or software of any system, through which Access Device information resides, passes through, and/or could have been compromised.

“Merchant Service Provider” shall mean a third party other than Processor used by Merchant in connection with the Services received hereunder, including but not limited to, Merchant’s software providers, equipment providers, and/or third-party processors.

“Operating Rules” means the policies and procedures of the Lüt Payment Network.

“PCI DSS” shall mean the Payment Access Device Industry Data Security Standard.

“Service” shall mean any and all services described in, and provided by Processor pursuant to, this Agreement.

“Transaction” means any sale of products, services or credit from a Merchant for which the customer makes payment using any Access Device presented to Processor for payment.

2. Operating Rules. Both Merchant and Processor agree to be in compliance with the Operating Rules, including but not limited to PCI DSS. Both Merchant and Processor shall comply with all applicable federal, state and local laws and regulations in connection with Merchant’s receipt of the Services. Other Services applicable to this Agreement will be contained in an addendum to this Agreement as may be published and modified from time to time by Processor and the Parties agree that such addendum shall be incorporated into and made part of this Agreement and that such addendum shall apply only with respect to those Services actually provided by Processor and received by Merchant hereunder. In the event of a conflict between the terms and fees set forth on the Application and the addendum, the addendum shall control.

3     Change in Business.

Merchant agrees to provide Processor with thirty (30) days prior written notice of Merchant’s intent to change its business form or entity in any manner, including the sale of its business to another entity.

4. Authorization.

Merchant agrees to authorize all transactions following all procedures contained in the Operating Rules.  All Transaction sales ticket and credit vouchers will be on forms acceptable to Processor and will include the Merchants business name, address and contact information. All Transactions delivered to Processor by Merchant will represent obligations of a Customer in amounts set forth for merchandise sold or services rendered only and shall not involve any element of credit for any other purpose. Merchant represents that as of the date any Transaction is delivered to Processor, Merchant has no knowledge or notice that would impair the validity of the Transaction or its collectability. Merchant shall not make any special charge or extract any special agreement, condition or security from a Customer in connection with any Transaction. Merchant shall prevent/prohibit the owner, officer, immediate family member, or any principal of the Merchant from personally executing their own Transaction to affect a purchase or credit or cash advance and must be responsible for the actions of its employees and agents.

5. Limited Acceptance.

Merchant acknowledges and agrees that it will accept all Payment Network that the Processor has approved specifically for the Merchant. The Processor may authorize only Lüt transactions. Merchant will display approved signage representing the Payment Networks that the Processor has authorized for the Merchant.

6. Transaction Processing.

Processor will initiate payment to Merchant of the total face amount of each Transaction acquired and accepted hereunder, subject to the terms and conditions of this Agreement, the Operating Rules, and applicable law, after Processor receives payment for such Transactions. Unless otherwise agreed to in writing by Processor, Merchant shall electronically deliver to Processor and in a format acceptable to Processor all Transaction sales tickets and credit vouchers within one (1) business day after the applicable Transaction date (or such period of time as determined by the applicable Payment Network) or in the case of a delayed merchandise delivery, the Transaction sales ticket shall be delivered within one (1) business day of the merchandise delivery date. Merchant agrees that it shall deliver Transactions to Processor within (1) business day. Processor may refuse to acquire any Transaction which Processor believes that may be fraudulent, likely to be charged back, or that violates the Network Rules. Merchant acknowledges and agrees that Processor is not responsible for any action or inaction taken by the Processor regarding its refusal to accept any transaction from the Merchant.

7. Prohibited Transactions.

Merchant shall only complete and deliver to Processor Transactions produced as the direct result of bona fide sales made by Merchant for only those products and/or services identified by Merchant to Processor in connection with Merchant’s initial application for services.

Merchant is expressly prohibited from processing, factoring, laundering, offering and/or presenting to Processor Transactions which are produced as a result of sales made by any person or entity other than Merchant. In the event that Merchant fails to comply with this Section, Merchant agrees that Processor shall have the right at any time thereafter to immediately terminate this Agreement with notice to Merchant in accordance with Processor’s standard operating procedure.

Merchant shall not conduct cash refunds or cash advances and shall not knowingly submit any Transaction that is illegal or that the Merchant should have known was illegal or that was not authorized. Merchant shall not receive any payments from a customer for the purpose of effecting a deposit to the customer’s account. In addition, Merchant shall not deposit duplicate Transactions or submit Transactions which would represent the collection of a pre-existing debt. A Merchant shall not be the customer of the Merchant, any partner of or shareholder of the Merchant, or any affiliate, spouse or immediate family member of any of them.

8. Minimum and Maximum Transaction Amounts.

Merchant agrees that it will be in compliance with applicable law(s) and the Operating Rules for each Payment Network should it wish to establish minimum or maximum transaction amounts. Merchant assumes full liability for compliance of this section and accepts any fees or fines from the Payment Networks for non-compliance.

9. Surcharges, Convenience or Service Fees

Except as permitted by the Operating Rules, Merchant must not directly or indirectly require any customer to pay a surcharge. Merchant may provide a discount to its

customers for cash payments. Merchant is permitted to charge a fee if the fee is imposed on all like transactions regardless of the form of payment used. Certain states may have surcharging restrictions which Merchant must comply and assumes full liability for such compliance. Merchant must notify Processor in writing at least thirty (30) calendar days before assessing a surcharge, convenience or service fee. 

10. Settlement and Reserves

Processor is responsible for providing settlement funds directly to the Merchant. Merchant shall establish and maintain a settlement account with sufficient cleared funds to meet its obligations under this Agreement. Merchant irrevocably authorizes Processor to debit and/or credit the Account to settle any and all fees and other amounts due Processor under this Agreement, and such authority shall remain in effect for a period of one (1) calendar year following the date of termination of this Agreement. In the event Merchant desires an settlement account change, Merchant shall give Processor a minimum of fifteen (15) days prior written notice, and Processor shall use commercially reasonable efforts to affect such settlement account change; however, such Account change shall not be effective until the date on which Processor actually makes such Account change on Processor’s system. In no event shall Processor have any liability for any amounts directed to a settlement account that has been designated by any purported representative of Merchant or its Merchant Service Provider at any time during the term of this Agreement, regardless of any Account change. All amounts due Processor under this Agreement shall be paid without set-off or deduction, and shall be due from Merchant as of the date Processor originates an ACH debit transaction to Merchant's Account. Processor reserves to right to conduct net settlement, meaning that settled funds may partially or wholly have Processor or other fees deducted prior to settlement.

Processor at any time, in its sole discretion may require Merchant to establish and maintain a “reserve” balance in the Merchant Account in an amount, as determined by Processor in its sole discretion, sufficient to cover any future chargebacks, fees, fines, losses and/or any other unpaid charges due to Processor.

If Processor determines such action is reasonably necessary to protect its interests, Processor may, without notice to Merchant, apply deposits in the Account against any outstanding amounts Merchant owes under this Agreement. Also, Processor may exercise its rights under this Agreement to collect any amounts due to Processor including, without limitation, rights of set-off and recoupment. Merchant agrees that Processor may set off any amounts due to Processor from amounts owed to Merchant, including, but not limited to, any amounts owed to Merchant from Processor and/or any of its affiliate(s), whether or not such amounts are related to this Agreement. Merchant shall have no right to withdraw funds or debit the reserves in the Account. In the event of a bankruptcy proceeding, Processor may exercise their rights under this Agreement to debit the Account for amounts due Processor regardless the pre-petition or post-petition nature of the amount due Processor. In the event of a bankruptcy proceeding, Merchant also agrees that it will not contest any motion for relief from the automatic stay, which Processor may file to debit the Account; and funds in the Account will remain in the Account following termination for such timeframe as determined by Processor. Processor will have sole control of the Account in the event of a bankruptcy proceeding. Processor does not consent to the assumption of this Agreement. Merchant's closing (or termination of) its Account shall not constitute a mutually agreed upon termination of this Agreement. Failure to comply with this Section may result in immediate termination of this Agreement or result in settlement delay or withholding of funds.

11. Returns and Adjustments.

Merchant will attempt to settle in good faith any dispute(s) between Merchant and its customer. Merchant will establish a fair and consistent policy for the exchange and return of merchandise and for the adjustment of amounts due. Merchant may initiate a credit Transaction for a return only if the original Transaction was conducted via the same network and customer account.

A Merchant shall process a refund or adjustment within three (3) business days of receiving the customer’s request for such refund or adjustment. The amount of the refund or adjustment cannot exceed the amount shown as the total on the original Transaction except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. Merchant is not allowed to accept cash or any other payment or consideration from a customer in return for preparing a refund to be deposited to the customer’s account or to give cash refunds to a unless required by law.

A Merchant must be clearly and conspicuously disclose their return policy. A customer receipt marked (including on the customer’s copy) as "final sale", "no return", or “store credit only” must comply with Operating Rules.

12. Chargebacks; Exception Items; Risk Monitoring Programs.

Merchant agrees to reimburse Processor the gross amount of any Transaction, and Processor shall have the right at any time to charge Merchant's Account therefor without notice in accordance with Processor’s procedures for any return (whether or not a credit voucher is delivered to Processor), chargeback, compliance case, any other action, or if the extension of credit for merchandise sold or services or Transactions performed was in violation of law or the rules or regulations of any governmental agency, federal, state, local or otherwise; or if Processor has not received payment for any Transaction, notwithstanding Processor’s prior payment to Merchant for such Transaction pursuant to the terms herein. Merchant agrees that any operational and/or other Services performed on behalf of Merchant shall in no way affect Merchant's obligations and liability in this Agreement. Merchant may instruct Processor in the defense of chargebacks, compliance cases and similar actions, and Merchant agrees that it will promptly provide any such instructions to Processor. Processor shall have the right to charge Merchant the gross amount of any Transaction as provided by the Operating Rules. In order to monitor potential economic hardship or damage to the goodwill of the Payment Network, the Payment Network has implemented merchant review programs to identify questionable business activity or Merchant’s Transactions that generate excessive Cardholder complaints, chargebacks or other disputes. These review programs include potential fines and handling fees, operating procedure requirements, settlement or withholding, audits or termination of the Agreement. In the event any fees, fines or penalties resulting from Merchant's Transactions are levied against Processor for any reason, Merchant shall reimburse Processor on demand or Processor may, at its sole option, charge Merchant's Account. In the event Merchant or any of its locations are identified by such review programs, excessive chargebacks or suspicious transactions, Processor, in its sole option, reserves the right to require operating procedure modifications or audits, access incremental chargeback fees, institute settlement delay or withholding or immediately terminate this Agreement and/or cease processing for the applicable Merchant locations upon notice to

Merchant.

13. Advertising. Merchant will prominently display the promotional materials provided by Processor, if any, in its place(s) of business. Use of promotional materials and use of any trade name, trademark, service mark or logotype of a Payment Network (“Marks”) associated with an Access Device shall be limited to informing the public that the Payment Network will be accepted at Merchant’s place(s) of business. Merchant’s use of promotional materials and Marks is subject to the discretion of Processor and must be utilized in accordance with the Operating Rules. Merchant shall not use any promotional materials or Marks associated with Lüt, that in any way which implies that the Payment Network endorses any goods or services other than the processing of the Transaction.

14. Merchant Service Providers. Merchant may use one or more Merchant Service Providers in connection with the Services that are approved by the Processor. Merchant shall be solely responsible for any and all applicable fees, costs, expenses and liabilities associated with the use of any third party and shall bear all risk and responsibility for conducting Merchant’s own due diligence regarding the fitness of any Merchant Service Provider(s) for a particular purpose and for determining the extent of such Merchant Service Provider’s compliance with the Operating Rules, PCI DSS compliance and applicable law. Merchant expressly agrees that Processor shall in no event be liable to Merchant or any third party for any actions or inactions of any Merchant Service Provider used by Merchant, even if Processor introduced and/or recommended the use of such Merchant Service Provider to Merchant, or never objected to the use of such Merchant Service Provider, and Merchant hereby expressly assumes all such liability.

15. Confidentiality of Customer Payment Information. Merchant shall not disclose, sell, purchase, provide, or exchange Customer name, address, account number or other information to any third-party other than to Processor (and its third-party processors) for the purpose of completing a Transaction.

16. Term; Termination.

Term. The term of this Agreement (the “Term”) shall be as specified on the Application. Notwithstanding the foregoing, Processor may terminate this Agreement:

(a) with or without cause (including, without limitation, excessive chargebacks), upon ninety (90) days written notice to Merchant; and/or

(b) immediately and without notice, if Merchant: (1) violates any applicable Federal, State, or local law or regulation applicable to payment and merchant acquiring  practices; (2) violates Payment Network Operating Rules and regulations; (3) engages in any irregular practice which exposes Processor to liability (such as, without limitation, “factoring” or providing “cash advance” services); (4) creates harm or loss of goodwill to Processor or Payment Networks; or (5) in the event of Default as outlined in the Default section of this Agreement. All obligations of Merchant, incurred or existing under this Agreement as of the date of termination, shall survive such termination. This Agreement shall be binding upon the parties hereto, their successors and assigns.

17. Processor Fees. Merchant agrees to pay Processor the fees, expenses and all other amounts set forth in the Agreement including, but not limited to, the fees outlined on the Application or any amendment, addendum, schedule or exhibit to the Agreement.

Processor may increase its processing fees for the Services on the Application upon prior written notice to Merchant. Except as limited above, Processor may make a fee change upon prior notice to Merchant via electronic transmission (e.g., via e-mail) which Processor may change from time to time upon notice to Merchant in accordance with Processor’s standard operating procedure, and such fee change shall be immediately payable by Merchant when assessed by Processor and Merchant’s acceptance and submission of a Transaction.

18. Review of Reports

Merchant agrees that it shall review all reports, statements and invoices prepared by the Processor and sent electronically for accuracy. Processor shall also send notices of any product or pricing changes permitted under this Agreement via electronic transmission (e.g., via e-mail) which Processor may change from time to time upon notice to Merchant in accordance with Processor’s standard operating procedure. Merchant expressly agrees that Merchant's failure to reject any settlement oriented report (including any Account change) within thirty (30) business days from the date the report or statement is made available to Merchant, or any other report, statement or invoice within thirty (30) business days from the date the report, statement or invoice is made available to Merchant, shall constitute Merchant's acceptance of the same.

19. Third Party Assessments. Merchant shall be responsible for all amounts imposed or assessed by third parties such as, the Payment Network and Merchant Service Providers. Such amounts include, but are not limited to, fees, fines, assessments, penalties, loss allocations, etc. Any changes or increases in such amounts shall automatically become effective upon notice to Merchant in accordance with Processor’s standard operating procedure and shall be immediately payable by Merchant when assessed by Processor.

20. IRS Reporting. The Processor is required to maintain on file the Merchant's taxpayer identification number ("TIN") and tax filing name. The TIN and tax filing name must match what is on file with the Internal Revenue Service. Merchants’ that have incorrect TIN and/or tax filing name will be assessed a TIN/Tax No Match fee per Merchant location. This fee will be assessed until Merchant's TIN and/or tax filing name has been corrected with Processor.

21. Default. The following events shall be considered an event of Default: (i) Merchant becomes subject to any voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation proceeding, if a receiver is appointed for Merchant, or Merchant pledges the Agreement and/or any future Merchant receivables for the benefit of creditors, or admits its inability to pay its debts as they become due or if Processor determines, in its sole discretion, that the Merchant has failed to maintain an acceptable financial condition; (ii) Merchant fails to pay or reimburse the fees, expenses or charges referenced herein when they become due; (iii) Merchant is in default of any terms or conditions of this Agreement whether by reason of its own action or inaction or that of another; (iv) Processor reasonably believes that there has been a material deterioration in Merchant's financial condition; or (v) Merchant ceases to do business as a going concern, or there is a change in ownership of Merchant which changes the identity of any person or entity having, directly or indirectly, more than twenty-five percent (25%) of either the legal or beneficial ownership of Merchant. Upon the occurrence of an event of Default, Processor may at any time thereafter terminate this Agreement by giving Merchant written notice thereof. Termination of Merchant for any reason shall not relieve Merchant from any liability or obligation to Processor.

22. Indemnification. Subject to the other limitations, terms and conditions of this Agreement, Processor shall indemnify, defend, and hold harmless Merchant, and its directors, officers, employees, affiliates and agents from and against all third party proceedings, claims, losses, damages, demands, liabilities and expenses whatsoever, including all reasonable legal fees and expenses and all reasonable collection costs, incurred by Merchant, its directors, officers, employees, affiliates and agents to the extent resulting from or arising out of Processor's gross negligence or willful misconduct. Merchant shall indemnify, defend, and hold harmless Processor, and its directors, officers, employees, affiliates and agents from and against all proceedings, claims, losses, damages, demands, liabilities and expenses whatsoever, including all reasonable legal fees and expenses and all reasonable collection costs, incurred by Processor, its directors, officers, employees, affiliates and agents resulting from or arising out of the Services in this Agreement, Merchant’s processing activities, the business of Merchant or its customers, any Transaction acquired by Processor, any non-compliance with the Operating Rules by the Merchant or its agent (including any Merchant Service Provider), any Data Incident, any infiltration, hack, breach, or violation of the processing system of Merchant, its Merchant Service Provider, or any other third party processor or system, or by reason of any breach or non-performance of any provision of this Agreement on the part of the Merchant, or its employees, agents, Merchant Service Providers, or customers. The indemnification of each Party shall survive the termination of the Agreement.

Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida without regard to conflicts of law provisions. The Parties hereby consent and submit to service of process, personal jurisdiction, and venue in the state and federal courts in Fort Lauderdale, FL and select such courts as the exclusive forum with respect to any action or proceeding arising out of or in any way relating to this Agreement, and/or pertaining in any way to the relationship between Merchant and Processor.

BY ENTERING INTO THIS AGREEMENT AND ACCEPTING SERVICE FROM THE PROCESSOR, MERCHANT AGREES TO RESOLVE ALL DISPUTES THROUGH MANDATORY, FINAL, BINDING ARBITRATION, ADMINISTERED BY, AND PURSUANT TO THE RULES PRESCRIBED BY, THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). MERCHANT IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT (1) TO TRIAL BY JURY, AND (2) TO PARTICIPATE IN CLASS PROCEEDINGS.

23. Limit of Liability; Force Majeure. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, BANK DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MERCHANT HEREBY ACKNOWLEDGES THAT THERE ARE RISKS ASSOCIATED WITH THE ACCEPTANCE OF CARDS AND MERCHANT HEREBY ASSUMES ALL SUCH RISKS EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. Without limiting the foregoing, Processor shall not be liable for lost profits, lost business or any incidental, special, consequential or punitive damages (whether or not arising out of circumstances known or foreseeable by Processor) suffered by Merchant, its customers or any third party in connection with the Services provided hereunder. In no event shall Processor be liable for any damages or losses that are wholly or partially caused by the Merchant, or its employees, agents, or Merchant Service Providers, or that first occurred, whether or not discovered by Merchant, more than thirty (30) days prior to Processor's receipt of written notice from Merchant. Processor's liability related to or arising out of this Agreement shall in no event exceed an amount equal to the lesser of: (i) actual monetary damages incurred by Merchant; or (ii) fees paid to and retained by Processor for the particular Services in question for the twelve (12) calendar months immediately preceding the date on which Processor received a written notice from Merchant detailing Processor's material nonperformance under this Agreement. Processor shall not be deemed to be in default under this Agreement or liable for any delay or loss in the performance, failure to perform, or interruption of any Services resulting, directly or indirectly, from labor disputes, fire, weather or other casualty, power outages, and funding delays, however caused, governmental orders or regulations, or any other cause, beyond Processor's reasonable control. Upon such an occurrence, performance by Processor shall be excused until the cause for the delay has been removed and Processor has had a reasonable time to again provide the Services. No cause of action, regardless of form, shall be brought by either Party more than one (1) year after the cause of action arose, other than one for the non- payment of fees and amounts due Processor under this Agreement.

24. Controlling Documents. This Agreement (including all addenda, schedules and exhibits hereto and all documents and materials referenced herein) supersedes any and all other agreements, oral or written, between the Parties hereto with respect to the subject matter hereof, and sets forth the complete and exclusive agreement between the Parties with respect to the Services and, unless specifically provided for herein, other services are not included as part of this Agreement. If there is a conflict between the Agreement and an addendum, schedule or exhibit hereto, the addendum, schedule or exhibit shall control. If there is a conflict between the Operating Rules and this Agreement, the Operating Rules shall prevail.

25. Right to Cease Services. Processor reserves the right, without notice to Merchant, to delete Merchant from Processor’s systems, without relieving Merchant from any of Merchant's obligations under this Agreement, should Merchant not process Transactions through Processor's system for a period of one (1) year or more.

26. Confidential Information. Processor and Merchant will keep strictly confidential and will not use or disclose to any third party or to any employee, officer, director or agent (other than to those employees and Merchant Service Providers of Merchant who participate directly in the performance of this Agreement) for any purpose whatsoever (other than as contemplated herein), including but not limited to, this Agreement and information relating to the finances, systems, methods, techniques, programs, devices and operations of Processor and/or the Access Device Networks, pricing, materials, processes and any written or oral information furnished by Processor or by Merchant which is either nonpublic, confidential or proprietary in nature unless such use or disclosure is lawfully permitted or is mutually agreed upon in writing by Merchant and Processor; provided, however, Merchant understands and acknowledges that affiliates of Processor and suppliers of Processor will assist in the implementation and maintenance of, and provision of various services under this Agreement, therefore Merchant authorizes Processor to share any information that it obtains from Merchant with its affiliates and suppliers if needed to perform periodical financial, operational and regulatory reviews and audits. Information may also be shared with any regulators having jurisdiction over Processor or its affiliates. The Parties acknowledge that the injury that would be sustained by the Party disclosing information as a result of the violation of this Section cannot be compensated solely by money damages, and therefore agrees that the disclosing Party shall be entitled to seek injunctive relief and any other remedies as may be available at law or in equity in the event of a violation of the provisions contained in this Section. The restrictions contained herein shall not apply to any information which becomes a matter of public knowledge, other than through a violation of this Agreement or other agreements between the Parties. Neither Party shall use the trade name, trademarks or service marks of the other Party for any purpose without the express written consent of the other Party.

27. Financial Statements. From time to time, Processor may request and Merchant shall produce financial records relating to the financial condition of Merchant. Merchant shall produce such records not later than thirty (30) days following such request.

28. Security, Data Incidents. Merchant acknowledges the importance of compliance with Processor and Access Device Networks’ security requirements and obligations to protect Transactions and information whether during transmission, while in storage and from disclosure. Merchant will be solely responsible for the security, quality, accuracy, and adequacy of all Transactions and information supplied hereunder, and will establish and maintain adequate audit controls to monitor the security, quality, maintenance, and delivery of such data. Without limiting the generality of the foregoing, Merchant warrants to Processor that it has implemented and will maintain secure systems for maintaining and processing Transaction and information and for transmitting Transactions and information to Processor. Processor shall have no liability whatsoever for the security or availability of any communications connection used in connection with the Services provided hereunder. Merchant acknowledges that Processor is responsible only for the security of its own proprietary systems, and not for the systems of any third party, including without limitation any Merchant Service Provider of Merchant. Merchant shall notify Processor immediately if Merchant becomes aware of or suspects a Data Incident. Merchant agrees to fully cooperate with Processor and any Access Device Network with respect to any investigation and/or additional requirements related to a suspected Data Incident until the investigation is complete.

29. System Requirements and Upgrades. Merchant acknowledges that Processor may intercept and settle Merchant Transactions directly with other entities processed by Processor. Merchant agrees that the Services shall be provided in accordance with Processor's then current systems, standards and procedures and that Processor shall not be required to perform any special programming, to provide any special hardware or software or to implement any other system, program or procedure for Merchant. Unless otherwise agreed in writing by Processor, all Transaction, settlement and other data and information used in connection with the Services shall be provided to Processor in Processor's then current data formats and by means of Processor's then current telecommunications configurations and protocols. Processor may make changes in the Services based upon, but not limited to, technological developments, legislative or regulatory changes, or the introduction of new services by Processor. Merchant shall comply with all time deadlines, equipment and software maintenance and upgrading requirements which Processor may reasonably impose on Merchant from time to time. Merchant expressly agrees that Processor may honor the request(s) or instruction(s) of any purported representative of Merchant or its Merchant Service Provider at any time during the term of this Agreement, and that Processor may act in reliance upon such request(s) or instruction(s) in connection with Processor’s provision of the Services hereunder. All expenses due to required changes and upgrades shall be at Merchant’s sole cost and expense.

30. Merchant Records. Processor may examine and verify, at any reasonable time, all records of Merchant pertaining to Transactions acquired by Processor hereunder, and Merchant agrees to keep such records in accordance with the Operating Rules of each Payment Network. Merchant agrees to retain an original or other photographic or digital image of sales and credit Transactions thereof for such period as may be necessary to enable Merchant and Processor to comply with all applicable laws and the Operating Rules and will deliver a copy of such image of any Transaction or credit Transaction upon request by Processor as evidence of the sale or return.

31. Binding on Successors; Assignment. Neither Party shall sell, assign or transfer this Agreement or any part thereof without the prior written consent of the other Party; provided, however, Processor may, without the consent of Merchant assign any or all of its rights and obligations under this Agreement to its parent, any subsidiary (of Processor or its parent), or any affiliate (of Processor or its parent) or to any other Party pursuant to a merger, acquisition, consolidation, reorganization, or a sale of all or any portion of its assets.

32. Notices. All notices, requests, demands and other communications (“Notices”) to be delivered hereunder unless specified otherwise herein shall be in writing and shall be deemed given upon receipt. Notices may be delivered electronically, in person, by a nationally recognized overnight courier service or registered or certified mail, postage prepaid, to the following addresses:

(i) Processor: 2400 E Commercial Blvd Suite 1200, Fort Lauderdale, FL 33308, Attention: Merchant Services.

(ii) Merchant: to the Merchant address provided on the Application.

33. Unenforceable Provision. If any term or provision of this Agreement or any Application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other Application of such term or provision shall not be affected thereby.

34. Remedies. In the event that either Party breaches or violates any of the obligations contained in this Agreement, and in addition to the rights and remedies otherwise provided in this Agreement, the other Party shall be entitled to exercise any right or remedy available to it either at law or in equity, including without limitation, termination of this Agreement, damages and injunctive relief. The exercise of any right or remedy shall be cumulative.

35. Amendment of Agreement. This Agreement constitutes the complete understanding between Merchant and Processor with respect to the subject matter hereof and all prior oral or written communications and agreements with respect thereto are superseded. Unless otherwise required by law, Processor may amend this Agreement or change terms in our fee schedules by posting notices online, sending a notice or including a message on or with your statement. Your continued use of the Merchant Services after the effective date of any amendment or change will constitute Merchant’s acceptance of the terms of the amendment or change.

36. Authorization. The execution and delivery of this Agreement by Merchant and the performance hereof by Merchant have been duly authorized by all necessary corporate, limited liability company or partnership or other appropriate authorizing actions on the part of Merchant. Merchant shall provide to Processor, as Processor may request from time to time, such documentation relating to Merchant’s authority to contract for the Services. This Agreement is valid and enforceable in accordance with its terms.