Fiserv Sub-Merchant Processing Agreement

Last Updated: June 9, 2023

Alacriti Payments Inc. (“Payment Facilitator”), First Data Merchant Services LLC (“Provider”), and Wells Fargo Bank, N.A. (“Bank”) (Payment Facilitator, Provider and Bank collectively “we”, us” or “our”) will provide __________________________ (“Sub-Merchant”, “you” or “your”) with certain Card processing services. Capitalized terms used in this Agreement are referred to in Appendix 1.

By entering into this Sub-Merchant Processing Agreement (the “Agreement”), you agree to comply with the (1) Card Organization Rules as they pertain to Card information you receive through the Payment Facilitator service and (2) Your Card Acceptance Guide.

Acceptance of Cards

You agree to comply with Your Card Acceptance Guide and all Card Organization Rules, as such may be changed from time to time. You understand that we may be required to modify Your Card Acceptance Guide and the Agreement from time to time in order to comply with requirements imposed by the Card Organizations.

In offering payment options to your customers, you may elect any one of the following options: (1) Accept all types of Visa and MasterCard cards, including consumer credit and debit/check cards, and commercial credit and debit/check cards; (2) Accept only Visa and MasterCard credit cards and commercial cards (If you select this option, you must accept all consumer credit cards (but not consumer debit/check cards) and all commercial card products, including business debit/check cards); or (3) Accept only Visa and MasterCard consumer debit/check cards (If you select this option, you must accept all consumer debit/check card products (but not business debit/check cards) and refuse to accept any kind of credit cards). The acceptance options above apply only to domestic transactions.

If you choose to limit the types of Visa and MasterCard cards you accept, you must display appropriate signage to indicate acceptance of the limited acceptance category you have selected (that is, accept only debit/check card products or only credit and commercial products). For recurring transactions, you must obtain a written request or similar authentication from your customer for the goods and/or services to be charged to the customer’s account, specifying the frequency of the recurring charge and the duration of time during which such charges may be made.

Settlement

Upon our receipt of the Transaction Data for Card transactions, we will process the Transaction Data to facilitate the funds transfer from the various Card Organizations for the Card sales. After we receive credit for such Transaction Data, subject to our other rights under this Agreement, we will provide provisional credit to your Settlement Account.

You must not submit transactions for payment until the goods are delivered shipped, or the services are performed. If the Cardholder disputes being charged for merchandise or services before receiving them, a Chargeback may result.

Chargebacks

Chargebacks can be received for a number of reasons. The following are some of the most common reasons for Chargebacks: (1) a refund is not issued to a customer upon the return or non-delivery of goods or services; (2) an authorization/approval code was required and not obtained; (3) the transaction was allegedly fraudulent; (4) the customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a set-off, defense or counterclaim; or (5) The customer refuses to make payment for a Card sale because in the customer’s good faith opinion, a claim or complaint has not been resolved, or has been resolved but in an unsatisfactory manner.

Fees

Pursuant to Section 2 of the Order, you agree to pay Payment Facilitator the fees associated with the provision of the services contemplated hereunder.

Reserve

You acknowledge that in addition to any other rights afforded us hereunder, we may establish a reserve account to satisfy your obligations or potential obligations under this Agreement (the “Reserve Account”), which may be funded by: (i) demand and receive immediate payment for such amounts; (ii) debit the account identified in the Settlement Account; (iii) withhold your settlement payments until all amounts are paid, (iv) delay presentation of your refunds until you make a payment to us of a sufficient amount to cover the Reserve Account; and (v) pursue any remedies we may have at law or in equity.

The Reserve Account will contain sufficient funds to cover any unbilled processing costs plus our estimated exposure based on reasonable criteria for Chargebacks, fines, returns and unshipped merchandise and/or unfulfilled services. We may (but are not required to) apply funds in the Reserve Account toward, and may set off any funds that would otherwise be payable to you against, the satisfaction of any amounts which are or become due from you pursuant to this Agreement. The Reserve Account will not bear interest, and you will have no right or interest in the funds in the Reserve Account; provided that upon satisfaction of all of your obligations under this Agreement, we will pay to you any funds then remaining in the Reserve Account. Any funds in the Reserve Account may be commingled with other funds, and need not be maintained in a separate account. Effective upon our establishment of a Reserve Account, you irrevocably grant to us a security interest in any and all funds, together with the proceeds thereof, that may at any time be in our possession and would otherwise be payable to you pursuant to the terms of this Agreement. You agree to execute and deliver to us such instruments and documents that we may reasonably request to perfect and confirm the security interest and right of setoff set forth in this Agreement. The parties’ rights and obligations under this Section shall survive termination of this Agreement.

Financial Information

Upon request, you will promptly provide us with any necessary permissions or consents, financial statements or other information reasonably requested by us to perform credit risk, security, qualification, and other reviews related to the provision of the Services, transactions submitted, fulfillment of obligations to us or Cardholders, or your financial condition. You authorize us and our processor to obtain information from third parties when performing credit risk, security, qualification, and other reviews. We, our processor or the Bank may perform a reasonable audit of the your records related to its performance under this Agreement with 30 days’ advance written notice to the you, during the your normal business hours.. Financial statements shall be prepared in accordance with generally accepted accounting principles. You will also provide other information concerning your business and your compliance with the terms and provisions of this Agreement as we may reasonably request.

Data Security and Privacy

You represent to us that you do not have access to Card information (such as the cardholder’s account number, expiration date, and CVV2) and you will not request access to such Card information from us. In the event that you receive such Card information in connection with the processing services provided under this Agreement, you agree that you will not use it for any fraudulent purpose or in violation of any Card Organization Rules, including but not limited to Payment Card Industry Data Security Standards (“PCI DSS”) or applicable law. If at any time you believe that Card information has been compromised, you must notify us promptly and assist in providing notification to the proper parties. You must ensure your compliance and that of any third party service provider utilized by you, with all security standards and guidelines that are applicable to you and published from time to time by Visa, MasterCard or any other Card Organization, including, without limitation, the Visa U.S.A. Cardholder Information Security Program (“CISP”), the MasterCard Site Data Protection (“SDP”), and (where applicable), the PCI Security Standards Council, Visa, and MasterCard PA-DSS (“Payment Application Data Security Standards”) (collectively, the “Security Guidelines”). If any Card Organization requires an audit of you due to a data security compromise event or suspected event, you agree to cooperate with such audit. You may not use any Card information other than for the sole purpose of completing the transaction authorized by the customer for which the information was provided to you, or as specifically allowed by Card Organization Rules, Your Card Acceptance Guide or required by law.

Term; Events of Default

This Agreement is effective on signing by all parties and remains effective for so long as an order or similar agreement for the provision of merchant services (“Order”) is in effect between the parties, unless terminated by either party as otherwise permitted herein.

If any of the following events shall occur (each an “Event of Default”):

1. a material adverse change in your business, financial condition, business procedures, prospects, products or services; or
2. any assignment or transfer of voting control of you or your parent; or
3. a sale of all or a substantial portion of your assets; or
4. irregular Card sales by you, excessive Chargebacks, noncompliance with any applicable data security standards, as determined by us, of any Card Organization, or any other entity, or an actual or suspected data security breach, or any other circumstances which, in our sole discretion, may increase our exposure for your Chargebacks or otherwise present a financial or security risk to us; or
5. any of your conditions, covenants, obligations or representations or warranties in this Agreement are breached in any material respect or are incorrect in any material respect when made or deemed to be made; or
6. you shall file a petition or have a petition filed by another party under the Bankruptcy Code or any other laws relating to bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against you in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial part of its property; or make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or
7. a violation by you of any applicable law or Card Organization Rule or our reasonable belief that termination of this Agreement or suspension of services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury or your breach, as determined by Servicers, of your requirement to comply with all applicable laws.
   then, upon the occurrence of (1) an Event of Default specified in subsections (iv), (v), (vi), or (vii) we may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default, this Agreement may be terminated by us giving not less than 10 days’ notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand.

In addition, Payment Facilitator may terminate or suspend this Agreement at any time with or without notice to you, to the extent required by the Provider, Bank, or Card Organization. Payment Facilitator will use commercially reasonable efforts to give you as much notice as is practical under the circumstances. Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. All obligations by you to pay or reimburse us for any obligations associated with transactions you have submitted to us are intended to survive termination of this Agreement. If any Event of Default shall have occurred and regardless of whether such Event of Default has been cured, we may, in our sole discretion, exercise all of our rights and remedies under applicable law, and this Agreement. The Card Organizations often maintain lists of merchants who have had their merchant agreements or Card acceptance rights terminated for cause. If this Agreement is terminated for cause, you acknowledge that we may be required to report your business name and the names and other information regarding its principals to the Card Organizations for inclusion on such list(s). You expressly agree and consent to such reporting if you are terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by the Card Organizations. Furthermore, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting.

We may terminate this Agreement at any time and for any or no reason upon the provision of thirty (30) days prior notice. We may also temporarily suspend or delay payments to you during our investigation of any issue and/or designate an amount of funds that we must maintain in order to protect us against the risk of, among other things, existing, potential, or anticipated Chargebacks arising under this Agreement or other amounts that may be owing to us under this Agreement.

Warranties; Exclusion of Consequential Damages; Limitation on Liability

This Agreement and any addenda is an agreement for services and except as expressly provided in this Agreement, and any addenda, we and our affiliates disclaim all representations or warranties, express or implied, made to merchant or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) of any services or any goods provided incidental to the Services provided under this Agreement.

Notwithstanding anything in this in this Agreement and any addenda to the contrary, in no event shall we or our affiliates be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages.

Notwithstanding anything in this Agreement and any addenda to the contrary, we and our affiliates’ cumulative liability, in the aggregate (inclusive of any and all claims made by Sub-Merchant against us and/or our affiliates, whether related or unrelated) for all losses, claims, suits, controversies, breaches, or damages for any cause whatsoever (including, but not limited to, those arising out of or related to this Agreement any addenda) and regardless of the form of action or legal theory shall not exceed the lesser of (i) $100,000; or (ii) the amount of fees received by us pursuant to any Order in the immediately preceding 12 months.

Confidentiality

Each party acknowledges and agrees that the other may be providing to it and that it may become aware of the confidential and proprietary information of the other party, including but not limited to, the terms of this Agreement, financial information and other information related to each party’s business operations. Each party agrees that it will maintain the confidentiality of such information and neither party shall disclose any such information to any other person or entity (other than to those of its employees, agents, contractors, representatives and Affiliates to whom disclosure is reasonably necessary in furtherance of the performance of this Agreement). Notwithstanding the foregoing, the requirements of non-disclosure shall not apply to any information which: (a) at the time of disclosure is already in the possession of the receiving party; (b) is independently developed by the receiving party without reliance on the disclosed confidential or proprietary information; (c) is or becomes publicly available through no wrongdoing of the receiving party or (d) becomes available to receiving party on a non-confidential basis from a person, other than the disclosing party, who is not bound by a confidentiality obligation or otherwise restricted from transmitting the information to the receiving party. Furthermore, this section shall not prohibit the receiving party from making legally required disclosures pursuant to subpoena, court order or the order of any other authority having jurisdiction; provided that receiving party shall provide disclosing party with prompt notice, unless prohibited by law or court order, thereof so that disclosing party may seek an appropriate protective order or other remedy. If in the absence of a protective order or other remedy or waiver of the terms of this section, if receiving party determines in its sole discretion that it is required by law, regulation, legal process or regulatory authority to disclose any such confidential or proprietary information, receiving party may disclose such information upon written notice to disclosing party unless prohibited by law or court order.

Visa and MasterCard Disclosure

Member Bank Name: Wells Fargo Bank, N.A.
Bank mailing address: P.O. Box 6079, Concord, CA 94524
Bank Phone Number: 1-844-284-6834

Acknowledge receipt of Visa and MasterCard Disclosures:

Miscellaneous

Compliance with Laws. Each party agrees to comply with all laws, regulations and Card Organization Rules applicable to it and each are responsible for their own costs and compliance of such.

Force Majeure. No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused directly or indirectly by a force majeure event. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.

Notices. All notices and other communications required or permitted hereunder (other than those involving normal operational matters relating to the Services) shall be in writing, if to Sub-Merchant, at ____________________________________________________________________________________________ or by any electronic means, including but not limited to the e-mail address you have provided to us, if to Payment Facilitator at 100 Somerset Corporate Boulevard, 2nd Floor, Bridgewater, NJ 08807, and if to Bank, to the address provided above. Notice shall be deemed to have been given, if sent by mail or courier, when received and if sent by facsimile machine, when the confirmation copy is actually received. Notice given in any other manner, including by electronic means, shall be effective when delivered.

Indemnification. The parties agree to indemnify each other from and against any losses, actions, causes of action, claims, demands, costs, liabilities, expenses, damages, sanctions fines, legal fees or penalties arising from: (i) a party’s misrepresentation or breach of warranty, covenant, or any provision under this Agreement; or (ii) a party’s employees’/agents’ fraud, gross negligence, willful misconduct or failure to comply with this Agreement and the Card Organization Rules.

Publicity. No party shall make any press release or other public disclosure concerning the terms and conditions of this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld).

Entire Agreement; Waiver. This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof, and supersedes any previous agreements and understandings. Except as provided in this Agreement, this Agreement can be changed only by a written agreement signed by all parties. A party’s waiver of a breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition.

Severability. The parties intend every provision of this Agreement and any addenda to be severable. If any part of this Agreement and any addenda are not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good faith modify or substitute a provision consistent with their original intent. If any remedy fails of its essential purpose, then all other provisions, including the limitations on liability and exclusion of damages, will remain fully effective.

The parties hereto have caused this Agreement to be executed by their duly authorized officers.

THIS AGREEMENT IS NOT BINDING UPON THE PARTIES UNTIL FULLY EXECUTED BY ALL PARTIES.

Appendix 1
Definitions

“Affiliate” is an entity that, directly or indirectly, (i) owns or controls a party to this agreement or (ii) is under common ownership or control with a party to this agreement.

“Card” is an account, or evidence of an account, authorized and established between a customer and a Card Organization, or representatives or members of a Card Organization that is accepted from customers. Cards include, but are not limited to, other Card brands and debit cards, electronic gift cards, authorized account or access numbers, paper certificates, credit accounts and the like.

“Card Organization” is any entity formed to administer and promote Cards, including without limitation MasterCard Worldwide (“MasterCard”), Visa U.S.A., Inc. (“Visa”), DFS Services LLC (“Discover Network”) and any applicable debit networks.

“Card Organization Rules” are the rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization.

“Chargeback” is a Card transaction dispute (or disputed portion) that is returned to us by the Issuer. Sub-Merchant is responsible for payment to Payment Facilitator for all Chargebacks.

“Your Card Acceptance Guide” mean our operating rules and regulations, attached hereto and incorporated herein by reference, as may be changed by us from time to time.

“Reserve Account” means an account established and funded at our request or on your behalf, pursuant to the Reserve section of the Agreement.

“Retrieval Request” is a request for information by a customer or Card Organization relating to a claim or complaint concerning a Transaction.

“Settlement Account” is an account or account(s) at a financial institution designated by Sub-Merchant as the account to be debited and credited by Payment Facilitator or Bank for Card transactions, fees, Chargebacks and other amounts due under the Agreement or in connection with the Agreement.

“Transaction” is a transaction conducted between a customer and Sub-Merchant utilizing a Card in which consideration is exchanged between the customer and Sub-Merchant.

“Transaction Data” is the written or electronic record of a Transaction

Schedule 1
American Express OptBlue® Program Terms and Conditions

1. Amex Services.  These American Express OptBlue Program Terms (Amex Terms) describe some of the requirements for your acceptance of American Express Cards under the American Express OptBlue Program (OptBlue Program). You agree that your acceptance of American Express Cards will comply with the Agreement and with the American Express Merchant Operating Guide (Amex Guide) which are the Rules for American Express Card Transactions. The Amex Guide applies only to American Express Card Transactions and the American Express OptBlue Program. Capitalized words and phrases that are used but not defined under Certain Definitions below or elsewhere in the Agreement are defined in the Amex Guide, which is available to you at www.americanexpress.com/merchantopguide. If these Amex Terms conflict with any other part of the Agreement with respect to American Express Card Transaction, these Amex Terms will control. The acquiring services (including Authorization, processing, and settlement) that you receive for your American Express Card Transactions (Amex Services) are provided by Payment Facilitator through a separate agreement with a third party processor and not by Bank.
2. Definitions.  The defined words and phrases below apply only to these Amex Terms and American Express Card Transactions.
   American Express Card or Card means (a) any card, account access device, or payment device or service bearing American Express or American Express Affiliates’ Marks and issued by an Issuer, or (b) a Card number issued by an Issuer which can be used to purchase goods or services from you.
   American Express means American Express Travel Related Services Company, Inc., a New York corporation.
   American Express Brand means the Marks of American Express and its affiliates.
   Amex Transaction Data means all information required by American Express evidencing one or more transactions, including information obtained at the point of sale, information obtained or generated during authorization and submission, and any Chargeback.
   Applicable Law means (a) any law, statute, regulation, ordinance, or subordinate legislation in force from time to time to which you or Processor is subject, (b) the common law as applicable to them from time to time, (c) any court order, judgment, or decree that is binding on them, and (d) any directive, policy, rule, or order that is binding on them and that is made or given by a regulator or other government agency of the United States (or any of its territories) or any other federal, commonwealth, state, provincial, or local jurisdiction. References to “Law” elsewhere in the Agreement include this definition but only for purposes of the Amex Services and American Express Card Transactions.
   Card Member means an individual or Entity (a) that has entered into an agreement establishing a Card account with an Issuer, or (b) whose name appears on the Card. References to a “cardholder” elsewhere in the Agreement include this definition but only for purposes of the Amex Services and American Express Card Transactions.
   Charge means a payment or purchase made on the Card.
   Establishments means any or all of your (or your Affiliates’) locations, outlets, websites, online networks, and all other methods for selling goods and services, including methods that you adopt in the future. References to “locations” elsewhere in the Agreement include this definition but only for purposes of the Amex Services and American Express Card Transactions.
   Transaction means a Charge or Credit completed by the means of a Card. 

1. Amex Services: Qualification Criteria and Merchant Operating Guide.
   
   1. If you meet the criteria below and elect to accept American Express Transactions, we will provide Amex Services to you under the terms and settlement time frames provided in your Agreement.
   2. To qualify for the Amex Services, you must meet the following criteria: (a) your Total Annual American Express volume, as indicated under Information About Your Payment Types, is less than $1,000,000; (b) your business is not of a merchant category type prohibited by American Express; and (c) you are not a franchisee of any franchise excluded by American Express from eligibility for the OptBlue Program.
   3. After initial qualification, you must continue to meet American Express’s criteria for the OptBlue Program. Currently, these criteria (each, a Continuing Qualification Threshold) are: (a) the total volume of American Express Card Transactions in any rolling 12 month period for all your Establishments is not more than $1,000,000, and (b) the total monthly volume of American Express Card Transactions for all your Establishments for any 3 consecutive months does not exceed $100,000 per month.
   4. If you fail to meet the Continuing Qualification Thresholds, we may notify you of your conversion to a direct American Express Card acceptance relationship with American Express. In this event, you agree that once this conversion occurs (a) you will be bound by American Express’s then-current Card Acceptance Agreement with respect to American Express Transactions, (b) American Express will set pricing and other fees payable by you for American Express Card acceptance, and (c) you will no longer be able to participate in the OptBlue Program through us. However, we may continue to provide authorization and processing services, but not settlement services, to you for your American Express Card Transactions
2. Fees for Amex Services. IC+ all American Express Card fees on a straight pass-thru basis plus _______________ per transaction.
3. American Express Transaction Data. The Amex Transaction Data you are required to collect in connection with a Transaction must be provided directly to you by the American Express Card Member. You must not accept Amex Transaction Data from, nor are you permitted to provide Amex Transaction Data to, any third parties other than your covered parties (as defined in the Data Security Operating Policy). If you fail to comply with this requirement, in addition to other rights and remedies regarding “monitoring,” you may be charged a fee as indicated in the American Express Program Pricing Guide, and we may suspend Card acceptance privileges at your Establishments or terminate the Agreement. For Card Member Transactions involving payment or “e-wallet” accounts (which Card Member created by providing their information when the account was established), the necessary Amex Transaction Data has already been provided directly by the Card Member, and you are not required to have the Card Member re-enter the Amex Transaction Data.
4. Disclosure and Use of Data Collected Under Agreement. We may disclose to American Express all data and information you provide under About You and that we collect as part of performing any Amex Service or any other Service related to your American Express Card Transactions (Collected Data). American Express may use and share Collected Data (a) to screen and/or monitor you in connection with Card marketing and administrative purposes, (b) to perform its responsibilities in connection with your acceptance of American Express Cards, (c) to promote the American Express Network, (d) to perform analytics and create reports, and (e) for any other business purpose, including marketing, as permitted by Applicable Law. American Express uses reasonable administrative, technical, and physical security measures to protect your information, consistent with the sensitivity of the information.
5. Consent for American Express to Contact You by Phone, e-Mail, Text, or Fax. American Express may use the information under About You (or that you update from time to time) to call you or send you communications or materials via email, text, fax, or other electronic means about American Express services and resources available to you. You consent to receive auto-dialed, automated, or pre-recorded calls or communications (including text messages) at the telephone number(s) you have provided. If you provide a fax number, you consent to receive fax communications from American Express. You acknowledge that by giving these consents, the calls made to you or the communications sent to you by American Express may be subject to charges or fees by your telecommunications or other applicable service Provider, and you agree that any charges or fees are your responsibility to pay. You also acknowledge that these consents are not a condition of receiving Amex Services.
6. Opt-Out. You may opt out of receiving marketing-related communications and materials from American Express by calling Processor’s customer service number provided under About Us. If you have opted out, you may still receive messages or communications from American Express related to important information about the Amex Services or other American Express products, services, and resources available to you.
7. No Assignment of Payments. You agree not to assign to any third party any payments due to you under the Agreement as the result of American Express Card Transactions, and all indebtedness arising from Charges will be for bona fide sales of goods and/or services at your Establishments free of liens, claims, and encumbrances (other than ordinary sales taxes). You may, however, sell and assign future Transaction receivables to Processor or to any other funding source that partner with Processor.
8. Third Party Beneficiary Rights. American Express is a direct and intended third party beneficiary of the Agreement (including these Amex Terms) and may enforce any terms of the Agreement that apply to American Express, including American Express Card acceptance and transaction processing, directly against you.
9. Your Right to Opt Out of American Express Card Acceptance. You may opt out of accepting American Express Cards at any time without affecting your right to accept any other payment type Processor supports.
10. Collections from American Express Card Members. You may not bill or collect from any American Express Card Member for any purchase or payment on the American Express Card unless Chargeback has been exercised, you have fully paid for the Charge, and you otherwise have the right to do so.
11. American Express Excessive Disputes. You may be subject to various fees and assessments as set forth in the Schedule of Fees or in the American Express Program Pricing Guide, including fees for excessive disputes. Some fees and assessments are for special products or services, while others may be applied based upon non-compliance with American Express policies and procedures. Many non-compliance fees and assessments can be avoided by correcting the actions that are causing the non-compliance.
12. American Express Right to Modify or Terminate Agreement. American Express has the right to modify the Agreement with respect to American Express Card Transactions or to terminate your or any Sub-Merchant’s acceptance of American Express Card Transactions and to require us or the PROVIDER to investigate your activities with respect to American Express Card Transactions. Upon termination for any reason, you must immediately remove American Express licensed marks from your website and wherever else they are displayed upon termination or upon your termination from the Amex Services.