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13.7 Survival. The obligations of all PARTIES incurred prior to the effective date of termination of this AGREEMENT will survive the
<br />termination of this AGREEMENT. If any portion of the AGREEMENT is held invalid or unenforceable for any reason, it is agreed
<br />that any invalidity or unenforceability will not affect the remainder of the same and the remaining provisions will remain in full force
<br />and effect. The PARTIES agree that the Court of competent jurisdiction may modify any objectionable provision of the
<br />AGREEMENT so as to render it valid, reasonable and enforceable.
<br />13.8 Amendment. This AGREEMENT may be amended or modified by TMS or BANK effective upon thirty (30) days written notice.
<br />Any alteration or strikeover in the text of this pre-printed AGREEMENT will have no binding effect and will not be deemed to
<br />amend this AGREEMENT.
<br />13.9 Authori . By signing the AGREEMENT, each PARTY represents that it has the full legal power and authority to enter into
<br />performance obligations under this AGREEMENT. Each PARTY represents that the entering into of this AGREEMENT has been
<br />duly authorized; the signer is a duly authorized signatory; this AGREEMENT constitutes a legal, valid, and binding obligation of
<br />each PARTY; and that this AGREEMENT is enforceable against each PARTY in accordance with its terms.
<br />13.10P-Card. To the extent applicable, TMS and BANK agree not to use any information supplied by MERCHANT in the Purchasing
<br />Card Information that is required for acceptance of purchasing cards, in its decision as to whether to accept MERCHANT for
<br />processing. MERCHANT agrees to hold TMS and BANK harmless from any and all claims relating to the collection, processing,
<br />dissemination, and use or misuse of the information contained in the Purchasing Card Information. MERCHANT acknowledges
<br />that the information from the Purchasing Card Information will be sent to MERCHANT's corporate customers who pay with a
<br />purchasing card. MERCHANT agrees that TMS AND BANK are not responsible for any actions or omissions of others regarding
<br />this information.
<br />13.11 Taxes. MERCHANT agrees to pay all federal, state, and local sales, use, property and excise taxes which may be assessed in
<br />connection with the services and related products provided under this AGREEMENT.
<br />13.12 Disclosure of Merchant Identification Number ("MID). For security reasons, MERCHANT must disclose its MID thereby
<br />authorizing TMS to make changes to its account. TMS and BANK may request from MERCHANT additional information to
<br />further verify MERCHANT's identity. TMS may assume that the person disclosing the MID has the authority to make changes to
<br />MERCHANT's account. MERCHANT is responsible and liable for changes made after disclosure of its MID. MERCHANT is
<br />responsible for insuring its MID is kept confidential.
<br />13.13 Information Release. MERCHANT authorizes TMS and BANK to release MERCHANT's information to third parties that provide
<br />services to TMS, BANK, or MERCHANT or to any third party that requests and has a reason to know such information, including
<br />but not limited to the ASSOCIATIONS, and any third-party having regulatory control over the PARTIES.
<br />13.14 Counterparts/Facsimile. This AGREEMENT may be executed and delivered in any number of counterparts, each of which shall
<br />be an original but all of which together shall constitute one and the same instrument. Any photocopy, facsimile, electronic or
<br />other copies shall have the same effect for all purposes as an ink-signed original. MERCHANT hereby authorizes TMS and
<br />BANK and their affiliates to send facsimiles to the MERCHANT's facsimile number set forth in this AGREEMENT.
<br />13.15 Monitoring. MERCHANT understands and agrees that any telephone conversation between MERCHANT and TMS or BANK
<br />may be monitored and recorded.
<br />13.16 Binding Agreement. This AGREEMENT shall not become a binding AGREEMENT between the PARTIES until (i) it is signed or
<br />approved by an authorized Agent of BANK; and (ii) TMS has received a negative response to its inquiry of the ASSOCIATIONS'
<br />programs designed to monitor merchants.
<br />13.17 Products and Services. TMS may from time to time add products and/or services to the SERVICES. At MERCHANT's request,
<br />TMS may provide such additional products and/or services to MERCHANT at TMS's then current rate. MERCHANT agrees to
<br />abide by all parameters set by TMS for such products and/or services as set out in any product specification or documentation as
<br />amended from time to time. MERCHANT is responsible for any coding and testing, if necessary, for such products and/or
<br />services. TMS and BANK have made reasonable efforts to secure information and abide by the ASSOCIATIONS' security
<br />guidelines but TMS and BANK do not guarantee security. MERCHANT is responsible for protecting access to any passwords or
<br />user identification numbers. Access to and use of password protected areas of any products and/or services are restricted to
<br />authorized users only. It is the MERCHANT's obligation to notify TMS immediately if its passwords or user identification numbers
<br />have been lost or stolen or if there has been unauthorized access. TMS and/or BANK shall at all times retain all title to and
<br />ownership of the products and SERVICES. MERCHANT agrees not to, directly or indirectly, modify, reverse engineer,
<br />decompile, disassemble or derive source code from the products and SERVICES. Either PARTY may terminate a product and/or
<br />service at any time upon thirty (30) days written notice to the other without terminating the AGREEMENT.
<br />13.18 Communication. MERCHANT authorizes TMS and/or BANK and its affiliates to communicate with, solicit and/or market to
<br />MERCHANT via regular mail, telephone, e-mail and facsimile in connection with the provision of goods or services by TMS and
<br />BANK, its affiliates, or any third party that TMS or BANK shares, transfers, exchanges, discloses or provides information with or
<br />to pursuant this AGREEMENT and will hold TMS and BANK, its affiliates and such third parties harmless against any and all
<br />claims pursuant to the federal CAN-SPAM ACT of 2003, the Telephone Consumer Protection Act and any and all other state or
<br />federal laws relating to transmissions or solicitations by any of the methods described above
<br />13.19 Disclosure. The ASSOCIATIONS require that the following be disclosed to MERCHANT: (i) BANK is in control of TMS's
<br />performance under this AGREEMENT; (ii) BANK must pre-approve all FEES; (iii) the AGREEMENT may not be amended without
<br />TMS's and BANK's express written consent; (iv) TMS will not have access to MERCHANT's ASSOCIATION related funds, (v)
<br />TMS may not subcontract, sublicense, assign, license, franchise, or in any manner extend or transfer to any third party, any right
<br />or obligation of TMS set forth in this AGREEMENT, and (vi) BANK may not waive the foregoing requirements.
<br />FUNDS TRANSFER INSTRUCTIONS
<br />MERCHANT desires to effect settlement of credits and debits from MERCHANT's DESIGNATED ACCOUNT by means of ACH and/or
<br />wire transfer in conjunction with the processing of SALES transactions or SERVICES as anticipated by AGREEMENT. In accordance
<br />with this desire, MERCHANT authorizes BANK and/or TMS to initiate debit and credit entries to the DESIGNATED ACCOUNT (the
<br />details of which are set out herein and in the Merchant Application). MERCHANT agrees to maintain sufficient funds in DESIGNATED
<br />201108 MTPA Terms and Conditions Page 9 of 35 CONFIDENTIAL
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