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we or our agent may notify you of your obligation to pay us, which you must do promptly and fully. Our or our agent's failure to
<br />demand payment does not waive our Chargeback rights.
<br />vi. Protecting Cardmember Information. You must protect Cardmember Information, as described in the Merchant
<br />Regulations. You have additional obligations based on your Transaction volume, including providing to us documentation
<br />validating your compliance with the PCI Standard performed by Qualified Security Assessors or Approved Scanning
<br />Vendors (or both).
<br />3. PROTECTIVE ACTIONS
<br />a. Creating a Reserve. Regardless of any contrary provision in the Agreement, we have the right in our sole discretion to
<br />determine that it is necessary to have some security for your or any of your Affiliates' obligations to us or any of our Affiliates,
<br />under the Agreement or any Other Agreement. If we so determine, we may (i) withhold and offset amounts from payments
<br />we otherwise would make to you under the Agreement or (ii) establish a Reserve, including by requiring you to deposit funds
<br />or other collateral with us.
<br />b. Trigger Events for Reserve. Some of the events that may cause us to establish a Reserve include: (i) your ceasing a
<br />substantial portion of or adversely altering your operations; (ii) your selling all or substantially all of your assets or any
<br />party acquiring 25% or more of the equity interests issued by you (other than parties currently owning 25% or more of
<br />such interests), whether through acquisition of new equity interests, previously outstanding interests, or otherwise; (iii)
<br />your suffering a material adverse change in your business; (iv) your becoming insolvent; (v) our receiving a
<br />disproportionate number or amount of Disputed Charges at your Establishments; or (vi) our reasonable belief that you will
<br />not be able to perform your obligations under the Agreement, under any Other Agreement, or to Cardmembers.
<br />C. Establishing a Reserve. If an event leads us to believe that we need to create a Reserve, then we may immediately
<br />establish a Reserve or terminate the Agreement. We shall inform you if we establish a Reserve. We may increase the
<br />amount of the Reserve at any time as long as the amount of the Reserve does not exceed an amount sufficient, in our
<br />reasonable judgment, to satisfy any financial exposure or risk to us under the Agreement (including from Charges
<br />submitted by you for goods or services not yet received by Cardmembers) or to us or our Affiliates under any Other
<br />Agreement, or to Cardmembers.
<br />d. Other Protections. We may deduct and withhold from, and recoup and offset against, the Reserve (i) any amounts you
<br />or any of your Affiliates owe us or any of our Affiliates under the Agreement or any Other Agreement; (ii) any costs
<br />incurred by us in connection with administration of the Reserve, including legal fees; and (iii) any costs incurred by us as
<br />a result of your failure to fulfill any obligations to us, any of our Affiliates, or to Cardmembers, including legal fees. We
<br />may take other reasonable actions to protect our rights or those of any of our Affiliates, including changing the speed or
<br />method of payment for Charges, exercising Immediate Chargeback, or charging you fees for Disputed Charges. If we
<br />deem it necessary based on our assessment of risk posed by your business, we may require you at any time to deposit
<br />funds or other collateral with us as security to protect our financial risk hereunder as a condition of your accepting the
<br />Card. These funds and collateral shall be treated as a Reserve under the Agreement.
<br />e. Providing Information. You must provide to us promptly, upon request, information about your finances,
<br />creditworthiness, and operations, including your most recent certified financial statements.
<br />4. NOTICES
<br />a. Delivery and Receipt. Unless otherwise explicitly provided for herein, all notices hereunder must be in writing and sent
<br />by hand delivery; or by U.S. postal service, such as first class mail or third class mail, postage prepaid; or by expedited
<br />mail courier service; or by electronic mail (e-main; or by facsimile transmission, to the addresses set out below. Notices
<br />are deemed received and effective as follows: If hand-delivered, upon delivery; if sent by e-mail or facsimile transmission,
<br />upon sending; if mailed, upon the earlier of (i) receipt or (ii) three days after being deposited in the mail if mailed by first
<br />class postage or ten days after being deposited in the mail if mailed by third class postage. If the addressee provided for
<br />below rejects or otherwise refuses to accept the notice, or if the notice cannot be delivered because of a change in
<br />address for which no notice was appropriately given, then notice is effective upon the rejection, refusal or inability to
<br />deliver.
<br />b. Our Notice Address. Unless we notify you otherwise, you shall send notices to us, through our agent, at:
<br />American Express Travel Related Services Company, Inc.
<br />TSYS Merchant Solutions, LLC
<br />Attention: Legal Department
<br />1601 Dodge Street, 23E
<br />Omaha, NE 68102-1637
<br />G. Your Notice Address. Our agent shall send notice to you at the address, e-mail address, or facsimile number you
<br />indicated on your application to accept the Card. You must notify our agent immediately of any change in your notice
<br />address.
<br />5. INDEMNIFICATION AND LIMITATION OF LIABILITY
<br />a. Indemnity. You shall indemnify, defend, and hold harmless us and our Affiliates, agents, successors, assigns, and third
<br />party licensees, from and against all damages, liabilities, losses, costs, and expenses, including legal fees, arising or
<br />alleged to have arisen from your breach, negligent or wrongful act or omission, failure to perform under the Agreement, or
<br />failure in the provision of your goods or services.
<br />b. Limitation of Liability. In no event shall we or our Affiliates, agents, successors, or
<br />assigns be liable to you for any incidental, indirect, speculative, consequential, special, punitive, or exemplary damages of
<br />any kind (whether based in contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or
<br />any other theory) arising out of or in connection with the Agreement, even if advised of such
<br />potential damages Neither you nor we (and our agent) will be responsible to the other for damages arising from delays or
<br />problems caused by telecommunications carriers or the banking system, except that our (and our agent's) rights to create
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