| EURGBP | 0.83109 | 0.83130 |
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| EURUSD | 1.31453 | 1.31470 |
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| USDCHF | 0.91822 | 0.91852 |
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| GBPUSD | 1.58147 | 1.58178 |
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| USDJPY | 76.548 | 76.568 |
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| AUDUSD | 1.07755 | 1.07784 |
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| GBPJPY | 121.047 | 121.123 |
1/13/2012
Please be informed that trading conditions will be changed from Instant to Market order and prices will consist of 5 digits. 
12/28/2011
Accrual of 8% p.a. on the free deposit
12/23/2011
Dear Customers,
Please note the following changes of the trading during Christmas / New Year holiday season:
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1 - Merchant Services Agreement This Agreement, entered into on the 12th day of December 2009 by and between: Cathrock Ltd, a limited company registered and existing under the law of the Cyprus. (hereinafter referred to as the SERVICE PROVIDER); -And- Al Trade Inc. (hereinafter referred to as the MERCHANT). WHEREAS MERCHANT has requested SERVICE PROVIDER to supply the Services more particularly described herein; and WHEREAS SERVICE PROVIDER has agreed to supply the said Services, all on the terms as set out herein. NOW THEREFORE, in consideration of the representations, covenants and promises made herein, the parties agree as follows: I. DEFINITIONS In this Agreement, the following terms shall have the meaning as set out in Exhibit J of this Agreement: “Agreement”, "Associations", "VISA, ""MC", "MASTERCARD" ,“Point of Sale (“POS”) Devices”, “E-check”, “CVV2”, “CVC 2”, “MERCHANT’s Account”, “Cash Reserve Account”, "Acquiring Bank", "SERVICE PROVIDER-Bank Agreement". II. THE SERVICES 2.1 In consideration for the Fees, SERVICE PROVIDER shall provide to MERCHANT the Services described in Exhibit B. 2.2 The Services shall be supplied in accordance to the Terms and Operational Guidelines set out in Exhibit K attached hereto. It is clarified that all of the other exhibits to this Agreement shall be interpreted in a manner consistent with the provisions of Exhibit K, unless stated otherwise. In any event of discrepancy between any provisions of this Agreement, the discrepancy shall be construed in a manner providing the SERVICE PROVIDER maximum protection. III. UNDERTAKING AND WARRANTIES OF MERCHANT 3.1 MERCHANT shall at all times comply with the By-Laws, rules and regulations and other requirements as established by the Associations and any other like entity, as well as all state and federal laws and regulations which apply to MERCHANT and its business. 3.2 MERCHANT undertakes to provide complete, accurate and timely information as required by SERVICE PROVIDER to enter into this Agreement and/or provide the Services. 3.3 MERCHANT undertakes to comply with all applicable laws, statutes, rules, regulations, directions and codes, including without limitation, relevant data protection and privacy legislation. 3.4 MERCHANT undertakes to abide by the appropriate jurisdiction's applicable financial services legislation including know-your-customer, anti-money laundering and terrorist financing regulations. 3.5 MERCHANT represents and warrants that in the event it submits an authorization request(s) without finalization of a transaction (“Unfinalized Requests”) and those requests exceed twenty percent (20%) of transactions effected by the MERCHANT during a certain period of time to be determined by SERVICE PROVIDER, SERVICE PROVIDER has the right to terminate this Agreement and may charge a retroactive discount fee for such Unfinalized Requests, as if transactions had been effectuated with respect thereto. 3.6 MERCHANT shall provide SERVICE PROVIDER with prompt notice of its intent to (a) transfer or sell any substantial part of its total assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; or (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this ______________________________________________________________________________ - 2 - Agreement assumes any interest in MERCHANT’S business. Such notice shall include all relevant details regarding such change and/or transfer, including but not limited to, a complete update of all Schedules to this Agreement (hereinafter in this Section, the “Documents”). SERVICE PROVIDER shall have a period of 20 business days from the date it received the Documents from MERCHANT, to examine the Documents and determine whether such changes affect SERVICE PROVIDER's decision to provide services to MERCHANT, and to notify MERCHANT either: (1) SERVICE PROVIDER approves such change and/or transfer; or (2) SERVICE PROVIDER terminates this Agreement, effective immediately upon mailing (by fax and e-mail) such notice. IV. FEES 4.1 MERCHANT shall pay to SERVICE PROVIDER the Fees according to Exhibit A. 4.2 Failure to pay the Fees on or by the due dates will entitle SERVICE PROVIDER to exercise remedies, including without limitation the right to asses interest at the maximum rate applicable under the law. 4.3 SERVICE PROVIDER may change the Fees. In addition, SERVICE PROVIDER shall have the right, upon 3 (three) days written notice, to increase the Fees due to (i) any change by the Acquiring Bank and/or any institution which issues Cards to Cardholders; or (ii) any changes in rules, regulations or operating procedures of the Associations; or (iii) any additional requirement imposed by any government agency or regulatory authority; or (iv) any increase in communications costs charged to SERVICE PROVIDER by communications common carriers; or (v) any perceived increase of risk as determined by SERVICE PROVIDER; or (vi) changes in the Services which are made at MERCHANT’s request; or (vii) delays due to MERCHANT’s failure to fulfill its obligations; or (viii) MERCHANT requesting that SERVICE PROVIDER delay work for any reason. SERVICE PROVIDER shall also have the right to increase the Fees for any other reason at any time upon 30 (thirty days) written notice. Such increase shall become effective as of the date stipulated in the notice. 4.4 Any fees or amounts paid to the Acquiring Bank shall not influence MERCHANT's obligation to pay all Fees due to SERVICE PROVIDER hereunder. V. TERM AND TERMINATION 5.1 This Agreement shall be effective commencing on the date hereof. 5.2 This Agreement shall terminate in the event that, and at the same time as, SERVICE PROVIDERBank Agreement is terminated. 5.3 Without derogating from the above, any party to this Agreement may terminate this Agreement at any time by thirty (30) days prior written notice to the other party. Without derogating from the aforesaid, SERVICE PROVIDER may terminate this Agreement, by written notice to MERCHANT, effective immediately upon mailing (by fax and e-mail), at any time, should the MERCHANT breach this Agreement or any of its provisions and/or SERVICE PROVIDER suspects that MERCHANT has breached or is likely to breach any of its obligations. 5.4 Without derogating from the above, SERVICE PROVIDER may terminate this Agreement without notice to MERCHANT under any of the below listed circumstances: I. Any information concerning MERCHANT obtained by SERVICE PROVIDER is unsatisfactory to SERVICE PROVIDER; II. Any act of fraud or dishonesty is committed by MERCHANT, its employees and/or agents, SERVICE PROVIDER believes in good faith that MERCHANT, its employees and/or agents have committed, are committing or are planning to commit any acts of fraud or misrepresentation, including without limitation a breach of MERCHANT’S representations towards SERVICE PROVIDER, in this Agreement or elsewhere; III. Chargeback’s are excessive according to the Associations' chargeback thresholds; IV. Breach of this Agreement by MERCHANT; V. Any representation or warranty made by MERCHANT in this Agreement is not true and correct; VI. Failure to comply with requirements of any of the Associations; ______________________________________________________________________________ - 3 - VII. SERVICE PROVIDER is instructed by any of the Associations to terminate interaction with MERCHANT; VIII. MERCHANT files a petition under any bankruptcy or insolvency law; IX. MERCHANT fails to maintain sufficient funds in the Merchant Account to cover the amounts due to SERVICE PROVIDER; X. MERCHANT’S percentage of error Transactions or retrieval requests is excessive according to the Associations' thresholds; XI. Any insurance policy obtained by SERVICE PROVIDER or MERCHANT relating to Transactions and/or Chargeback’s is cancelled or terminated for any reason; XII. MERCHANT fails to provide financial statements suitable to SERVICE PROVIDER on request; or XIII. Unresolved disputes with Cardholders occur with a frequency unacceptable to SERVICE PROVIDER. 5.5 Without derogating from any other right to which SERVICE PROVIDER is entitled under this Agreement, and/or under applicable law, it is hereby agreed that in the event of the termination of this Agreement and/or a notice or intention of termination hereof or upon any breach hereof by MERCHANT or SERVICE PROVIDER's reasonable suspicion of a breach or an expected breach (each, a "Termination Event"), SERVICE PROVIDER shall have the right, at its sole discretion, to freeze and withhold, or to instruct the Acquiring Bank, or the Trustee to the extent applicable, to freeze and withhold any amount due to MERCHANT (whether hereunder or otherwise, including without limitation any reserve amounts) and/or any Chargeback, for a period of up to six (6) months from the end of the month of the last approved transaction. SERVICE PROVIDER shall notify MERCHANT of such withholding promptly upon such Termination Event. 5.6 Without derogating from any other right to which SERVICE PROVIDER is entitled under this Agreement, and/or under applicable law, it is hereby agreed that in the event of any material breach of this Agreement by the MERCHANT, including but not limited of any failure of MERCHANT to comply with any requirement, regulation and/or instruction of any of the Associations (in this Section "Breach Event"), MERCHANT hereby irrevocably forfeits its right to receive the Reserve amount and any other amount processed during the period of 17 business days prior to the Breach Event. 5.7 Due Care: Limitation of SERVICE PROVIDER Liability. The performance by SERVICE PROVIDER of all services called for in this Agreement shall be consistent with industry standards. SERVICE PROVIDER shall not be liable for special, consequential, exemplary or punitive damages. In no event shall SERVICE PROVIDER’s cumulative liability to MERCHANT hereunder exceed the amount of the processing fees paid to SERVICE PROVIDER by the MERCHANT in the prior month. VI. INDEMNITY AND LIMITATION OF LIABILITY 6.1 MERCHANT shall defend and hold harmless SERVICE PROVIDER, its assignees, agents, employees, officers and directors promptly from and against any and all claims, penalties, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and legal fees that made or incurred, arising out of or relating directly or indirectly to any acts or omissions, negligence, willful default or fraud of MERCHANT or its assignees, agents, employees, officers or directors, any claims by third parties resulting from or in connection with MERCHANT's products or services, or any breach of or failure by MERCHANT in respect of any of its representations, warranties, covenants or agreements in this Agreement. Without derogating from the generality of the above, MERCHANT agrees to indemnify and hold SERVICE PROVIDER harmless from any claims, damages, costs, fees and expenses, including attorney’s fees, arising from: I. The provision of, or MERCHANT’s alleged failure to provide, services or goods; II. Breach by MERCHANT of any term of this Agreement; ______________________________________________________________________________ - 4 - III. Any action by any federal or state agency, authority or regulatory body involving MERCHANT; IV. Any claim by any party for funds owed by MERCHANT; V. Any act or omission of MERCHANT VI. Fees and fines levied against SERVICE PROVIDER as the result of MERCHANT exceeding one or more Associations thresholds or standards. If any such fee is imposed on SERVICE PROVIDER as a result of the activities of more than one merchant, such fee or fine will be assessed to merchant proportionately as determined by SERVICE PROVIDER; VII. Any dispute concerning the quality, condition or delivery of any merchandise or the quality of performance of any service; VIII. The fraud or dishonesty of MERCHANT or MERCHANT’S employees, licensees, successors, agents and/or assigns; IX. Full Recourse Transactions, unauthorized Transactions and prohibited Transactions. MERCHANT acknowledges liability for the actions, or failure to act of its employees, agents, licensees, successor and/or assigns. 6.2 MERCHANT ACKNOWLEDGES THAT SERVICE PROVIDER HAS PROVIDED NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SOFTWARE INSTALLED OR PROVIDED BY SERVICE PROVIDER. SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES IT PROVIDES HEREUNDER. SHOULD THERE BE ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS RESULTING FROM SERVICE PROVIDER’S PERFORMANCE OR FAILURE TO PERFORM OF ANY KIND, SERVICE PROVIDER’S LIABILITY SHALL BE LIMITED TO CORRECTING SUCH ERRORS IF COMMERCIALLY REASONABLE OR SUPPLYING SUCH OMISSIONS IN THE WORK PRODUCT IN WHICH THEY HAVE OCCURRED. 6.3 In no event shall SERVICE PROVIDER's cumulative liability hereunder to MERCHANT exceed the amount of fees paid to SERVICE PROVIDER by MERCHANT in the six (6) months preceding the date on which the relevant cause of action arose, howsoever that cause arises (including by way of negligence or any other theory of law). VII. MISCELLANEOUS PROVISIONS 7.1 Security Interest. To secure obligations of MERCHANT to SERVICE PROVIDER, MERCHANT hereby grants SERVICE PROVIDER a security interest in any deposit account of MERCHANT with SERVICE PROVIDER and in the proceeds of the account. SERVICE PROVIDER may enforce its security interest without notice or demand. The security interest granted under this Agreement shall remain in full force even if this Agreement is terminated, and SERVICE PROVIDER shall remain authorized to collect any amounts MERCHANT owes SERVICE PROVIDER by debiting any of MERCHANT’s deposit accounts with SERVICE PROVIDER. 7.2 Force Majeure. The parties to this Agreement shall be released from liability hereunder for failure to perform any of the obligations herein where such failure to perform occurs by reason of any act of God, fire, flood, storm, earthquake, tidal wave, communications failure, sabotage, war, military operation, national emergency, mechanical or electrical breakdown, civil commotion; the order, requisition, request or recommendation of any governmental agency or acting government authority; or any other cause beyond either party’s reasonable control whether similar, or dissimilar, to such causes. 7.3 Governing Law. This Agreement shall be governed by, and interpreted by the laws of the Cyprus notwithstanding the conflict of law provisions and other mandatory legal provisions. 7.4 Amendments. The parties hereto agree that SERVICE PROVIDER shall have, in its sole discretion, the right to amend, modify, or change this Agreement. In the event SERVICE PROVIDER choose to amend, modify or change this Agreement, SERVICE PROVIDER shall mail, by regular mail (with a copy by email), a copy of the amended, modified or changed Agreement directly to MERCHANT for a ten-day approval period, which period shall commence the date of receipt of such notice. MERCHANT’s continued use of MERCHANT processing beyond said ten______________________________________________________________________________ - 5 - day approval period shall constitute MERCHANT’s acceptance of the amended, modified or changed Agreement. 7.5 On-Site Inspection. The MERCHANT agrees to allow SERVICE PROVIDER or its designated representative to make site inspections during normal working hours at regular intervals or as SERVICE PROVIDER sees fit. 7.6 Access on Current Financials. The MERCHANT agrees to provide SERVICE PROVIDER or its designated representative access to its current financials at regular intervals as SERVICE PROVIDER sees fit. 7.7 Personal Guarantees. The undersigned representative of the MERCHANT, as well as the parties executing Exhibit H, hereby personally guarantee the fulfillment of all conditions set out here in both financial and contractual. 7.8 Effectively. This Agreement is not effective and may not be modified in any respect without the express written consent of SERVICE PROVIDER. 7.9 Credit investigation and Auditing. SERVICE PROVIDER may audit, from time to time, MERCHANT’S compliance with the terms of this Agreement. MERCHANT shall provide all information requested by SERVICE PROVIDER to complete SERVICE PROVIDER’S audit. MERCHANT authorizes parties contacted by SERVICE PROVIDER to release the credit information requested by SERVICE PROVIDER, and MERCHANT agrees to provide SERVICE PROVIDER a separate authorization for release of credit information, if requested. MERCHANT shall deliver to SERVICE PROVIDER such information as SERVICE PROVIDER may reasonably request from time to time, including without limitation, financial statements and information pertaining to MERCHANT’S financial condition. Such information shall be true, complete and accurate. Upon request by SERVICE PROVIDER, MERCHANT shall provide to SERVICE PROVIDER its balance sheet and income statements not less frequently than every three calendar months during the term of this Agreement. 7.10 Relations between the Parties. I. MERCHANT acknowledges that SERVICE PROVIDER is an independent sales organization/member service provider operating under applicable Acquiring Bank rules and regulations and is an independent contractor and not an agent of the bank. Further, MERCHANT acknowledges that SERVICE PROVIDER is not and shall not be responsible, either directly or indirectly, for any act or failure to act of any bank or any agent of any bank in the processing of and providing for the payment of charges created by cardholders as set forth herein. II. MERCHANT shall not bind or attempt to bind SERVICE PROVIDER, or represent that SERVICE PROVIDER is bound, to any agreement, commitment or understanding without SERVICE PROVIDER’s express written consent given in advance, and any attempt to do so shall be null and void. III. The parties’ relationship to each other in all matters relating to the performance of this Agreement is that of independent entities. Nothing contained herein will place the parties in the relationship of partners, participants in a joint venture, contractor-subcontractor, or employer-employee and, except as set forth herein, neither party will have any right to obligate or bind the other in any manner whatsoever nor represent to a third party that it has any right to enter in to any binding obligation on the other’s behalf. 7.11 Transfer of Rights. Without derogating any right or obligation from any party to this Agreement, SERVICE PROVIDER has the right to transfer its rights and obligations under this Agreement and without limitation. This Agreement shall under no circumstances be transferable by MERCHANT to any other organization or entity without the express written approval of SERVICE PROVIDER. 7.12 Third Party Services. SERVICE PROVIDER reserves the right to use third party service providers that will assist SERVICE PROVIDER to provide the Services under this Agreement. Without derogating from the generality of the above, MERCHANT further acknowledges that the supply ______________________________________________________________________________ - 6 - of some of the services under this Agreement, and their quality, are all subject to the receipt of such services by SERVICE PROVIDER from a third party service provider (hereinafter in this Section the "Third Party Contractor"), and to the quality of such services. It is further agreed and clarified that SERVICE PROVIDER shall not be liable for any delay in or failure to supply the services (including but not limited to any claim with regard to their quality) if that delay or failure or claim are connected to and/or caused by the Third Party Contractor and/or if that delay or failure are caused by circumstances beyond the control of SERVICE PROVIDER. 7.13 Exhibits. The exhibits attached to this Agreement constitute an inseparable part hereof, and shall be completed by MERCHANT, where applicable. 7.14 Confidentiality. Each party undertakes to the other to treat as confidential and not to use or exploit any information supplied or made available by the other party under this Agreement which is designated as confidential by it or which is by its nature clearly confidential provided that this section shall not extend to any information which was rightfully in the possession of the other party prior to the commencement of the Services or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause). Neither party shall divulge any confidential information to any person except to their own employees, sub-contractors or agents and then only to those employees, sub-contractors or agents who need to know the same and who are bound to such party by similar confidentiality obligations. 7.15 Notices. Any notice to a party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by registered mail, prepaid courier delivery, facsimile or email to the address of the party as set out on the first page of this Agreement or as otherwise notified in writing from time to time. If the deemed time of service is not during normal business hours, the notice shall be deemed served at or, in the case of faxes, two (2) hours after the opening of business on the next business day. Otherwise, a notice shall be deemed to have been served: I. at the time of delivery if delivered personally; II. one (1) day after the signed receipt of couriered package; III. two (2) hours after transmission if served by facsimile, telex or e-mail on a business day prior to 3 p.m. or in any other case at 10 a.m. on the business day after the date of dispatch. IV. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date set forth herein. ______________________________________________________________________________ - 7 - Exhibit A Fees Processing Fee; Discount rate: $ 0 – 150K $ 151K – 500K $ 501K – 750K $751 – 1 million $1.5 million – 2.5 million 4.00% 3.75% 3.50% 3.25% 3.00% MERCHANT Discount Rate shall mean a percentage of gross settled sales volume. Transaction Fee shall mean a fee charged on each sale and each credit transaction and each declined/excessive authorization transaction. Settlement of funds structure: Services Fees Set up Fee: - Chargeback Fee: $ 35 Refund Fee: $ 15 Rolling Reserve: 10% - 6 months ______________________________________________________________________________ - 8 - Exhibit B Services1 1. DEFINITIONS The terms used in this Schedule shall have the meanings ascribed to them herein. 1.1 “Card(s)” means the credit cards of brands applicable under the Merchant Agreement; 1.2 “Cardholder” means (i) the person in whose name a Card is issued and whose name is embossed or imprinted on the face of a Card, and (ii) any authorized user of a Card; 1.3 “Transaction” means, in relation to a Card, any payment or Refund made by the use of the Card, the Card number or otherwise to debit or credit the Cardholder's account and, any process undertaken by the Acquirirng Bank following a request from SERVICE PROVIDER and/or the Trusttee to collect any payment on its behalf. 1.4 "Card Association(s)" means a world wide incorporated body regulating and processing specific brands of credit cards. 1.5 "Chargeback" means any debit of the Acquiring Bank by the Credit Card Association or, by a Credit Card issuer, in accordance with the Credit Card Association’s regulations. 2. CREDIT CARD PROCESSING SERVICES The Credit Card Processing Services shall include the following: 2.1 real-time online authentication and approval of the Card information (namely, the card number and expiration date and, if applicable, the name of the Cardholder, the account number, banking sort code and the name of the respective financial institution) for each Transaction processed by SERVICE PROVIDER; 2.2 real-time online confirmation and approval that the relevant Card number accounts have sufficient credit available to cover the amounts of the Transactions; 2.3 settlement of the Transactions that have been approved based on positive Card information, positive credit availability and positive electronic mail verification to the extent that same are used; 2.4 crediting back Cards (up to the amount debited) upon electronic instructions from the MERCHANT; and 2.5 weekly electronic confirmations to MERCHANT regarding the status of the Transactions including the total Card deposits, returns, Chargebacks pending and processed. ______________________________________________________________________________ - 9 - 3. RISK MANAGEMENT & FRAUD SCREENING SERVICE 3.1 SERVICE PROVIDER will provide MERCHANT with risk management services in relation to all the transactions that are processed through the SERVICE PROVIDER platform. 3.2 Some of the tools that will be used as part of the risk management service are as following: • Card verification codes (CVV2/CVC2) • Velocity checks • Limits modules • Negative DB (Email, IP address, Address, etc…) • Customizable Rules (if/then logic) • Geo-location technologies • Pre/Post- process, transaction analyses before / after submission to the bank. • Periodic fraud alerts will be sent to MERCHANT • Address verification systems (AVS) when applicable SERVICE PROVIDER will use best efforts to upload all updated chargebacks and retrievals information to SERVICE PROVIDER MERCHANT reporting system not later than 7 business days after the information was received by SERVICE PROVIDER. ______________________________________________________________________________ - 10 - Exhibit C Merchant funding and settlements. Business Dba Company Name Al Trade Inc. Website Address www.alforex.com Country United Kingdom City London Business Contact Name Albert Gil Bank Info for Deposit prepuces Bank Address: Account number 5890520 Swift Code COBADEFFXX X IBAN# DE62 500 400 000 5890 52000 Bank Name Commerz Bank ______________________________________________________________________________ - 11 - Exhibit D – Web Site Compliance MERCHANT hereby warrants that it is the rightful and beneficial owner of all its websites and associated domain names. MERCHANT shall be fully responsible for the contents of its Web site. MERCHANT shall be fully liable for the contents and accuracy of all its marketing including but not limited to advertisements appearing on its Web site. MERCHANT shall be fully liable for any promotions, whether appearing on MERCHANT’s Web site or otherwise, proffered by MERCHANT in reference to any of MERCHANT’s offerings. MERCHANT hereby certifies to SERVICE PROVIDER that MERCHANT is the owner of or that MERCHANT has the legal right and authority to use, utilize or disseminate all information, data, graphics, text, video, music or intellectual property which either forms a part of MERCHANT’s Web site or is in any way or manner incorporated into MERCHANT’s Web site, which is provided by MERCHANT to its customers, or those accessing MERCHANT’s Web site or, which is otherwise used or utilized by the MERCHANT in its advertising or promotion, be same done or provided on MERCHANT’s Web site or otherwise. MERCHANT shall also ensure that its Web site is compliant by displaying the street address of the company on its Web site and by stating on the "Contact Us" page that MERCHANT operates from the country incorporated in. MERCHANT undertakes to register each and every one of its web sites with SERVICE PROVIDER prior to processing any transactions from each specific web site. Moreover, MERCHANT undertakes to prohibit and otherwise stop the use of its registered web site(s) to process transactions from unregistered websites. Failure to do so may result in the increase of MERCHANT’s reserve account to one hundred percent (100%) of gross settled sales volume as well as the imposition of potential fines and penalties at the sole discretion of SERVICE PROVIDER. MERCHANT undertakes to provide SERVICE PROVIDER with a User ID and password for login purposes with unlimited and unimpeded access at no cost for each and every one of its web sites registered with SERVICE PROVIDER for monitoring purposes. Exhibit D1 – List of Websites MERCHANT hereby warrants that all Web Site URLs and associated domain names listed below are all the URLs owned. MERCHANT hereby holds liable for unlisted websites if used in processing credit card transactions with the sole discretion of SERVICE PROVIDER URLs: www.alforex.com ____________________________ ______________________________ ____________________________ ______________________________ ____________________________ ______________________________ ____________________________ ______________________________ ____________________________ ______________________________ ____________________________ ______________________________________________________________________________ - 12 - Exhibit E – Online Gambling MERCHANT Website Requirements An Online Gambling MERCHANT Website must contain all of the following information: 1. Online Gambling MERCHANTs must request that the cardholder identify the state or foreign country where they are physically located at the time of the transaction. 2. Internet Casino Gambling MERCHANTs must also post the following disclaimer “Internet Casino gambling may be unlawful in some jurisdictions. The cardholder should check whether internet gambling is lawful under applicable law”. 3. Online Gambling MERCHANTs must post a statement that it is the Cardholders Responsibility to know the laws concerning online gambling in his country of domicile. 4. Online Gambling MERCHANTs must post a statement prohibiting the participation of minors. 5. Online Gambling MERCHANTs must post a complete description of all of the following: a) Rules of Play b) Cancellation Policies c) A statement recommending that a Cardholder retains a copy of Transaction records and MERCHANT policies and rules. d) A SERVICE PROVIDER numeric identifier, as specified by the Visa Secure Electronic Commerce Member Implementation Guide. Exhibit F – Cash Reserve Account A cash reserve will be held in SERVICE PROVIDER’S account on behalf of the MERCHANT as additional security and recourse against any and all MERCHANT liabilities, in addition to any security and remedy available to SERVICE PROVIDER under the Agreement. No interest will be paid to the MERCHANT on reserve funds. The reserve is to be maintained for the duration of the Agreement and at least for a period of six months thereafter. The base reserve will be TEN percent (10%) of gross settled sales volume. The first month reserve will be released at the end of the seventh month and the second month reserve will be released at the end of the eighth month and so on thereafter, thereby ensuring that a full six months reserves are held at all times. The status of the reserve will be monitored to determine its adequacy and will be modified according to SERVICE PROVIDER’S determination of the risk to the integrity of the RESERVE. Without limiting the generality of the foregoing, the RESERVE will be increased based on the criteria set out in Exhibits “D”, “E”, “F” and/or “G”. Exhibit G – SERVICE PROVIDER Parameters for MasterCard Transactions MERCHANT acknowledges that it is familiar with MasterCard International Inc.’s rules and regulations. Further, MERCHANT acknowledges that although SERVICE PROVIDER may inform MERCHANT of any changes in MasterCard’s rules or regulations, SERVICE PROVIDER will not be obligated to do so. MERCHANT acknowledges that at the date hereof the maximum monthly percentage of credits allowed by SERVICE PROVIDER for MasterCard transactions is one percent (1%) of gross sales (which shall not include payout of winnings in any form for Online Gaming MERCHANTs). MERCHANT acknowledges that at the date hereof the maximum monthly thresholds for chargeback’s that the MERCHANT must not exceed for MasterCard transactions are: • Fifteen (15) chargeback’s and ratio of chargeback transactions to total sales transactions of one percent (1%) or more; or • 2.5% ratio of chargeback dollar volume to sales dollar volume. ______________________________________________________________________________ - 13 - Exhibit H – SERVICE PROVIDER Parameters for Visa Transactions MERCHANT acknowledges that it is familiar with VISA International Inc.’s rules and regulations. Further, MERCHANT acknowledges that although SERVICE PROVIDER may inform MERCHANT of any changes in Visa’s rules or regulations, SERVICE PROVIDER will not be obligated to do so. MERCHANT acknowledges that at the date hereof the maximum monthly percentage of credits allowed by SERVICE PROVIDER for Visa transactions is 5 percent (5%) of gross sales (which shall not include payout of winnings in any form for Online Gaming MERCHANTs). MERCHANT acknowledges that at the date hereof the maximum monthly thresholds for chargeback’s that the MERCHANT must not exceed for VISA transactions are: • One hundred (100) transactions; and • Ratio of chargeback transactions to total sales transactions of one percent (1%) Exhibit I – Anti-Money Laundering By entering into this Addendum, Exhibit “I”, MERCHANT warrants its authority to enter into this Agreement, the genuineness and accuracy of information relating to its authority to receive payment and amount to be paid; the genuineness, validity and enforceability of the transaction for which payment is being made; and further represents and warrants that the payment shall not be for any illegal purpose or in violation of any anti-money laundering or anti-terrorist financing statutes, rules and regulations. Furthermore, MERCHANT understands that MERCHANT shall be held solely liable and responsible for erroneous or fraudulent instructions for payment such as, but not limited to, the payee, the amount, the value date and currency, given to SERVICE PROVIDER and shall indemnify and hold SERVICE PROVIDER free and harmless against any claims, damages, costs and expenses arising from any payment made as a result of such instructions. Moreover, if the MERCHANT’s Account specified by the MERCHANT for payment pursuant to section 4 of Exhibit I of the Agreement is not under the name of the MERCHANT, MERCHANT may be required by SERVICE PROVIDER to provide documentation substantiating the contractual and/or financial relationship between the MERCHANT and the owner of the MERCHANT’s Account. ______________________________________________________________________________ - 14 - Exhibit J - Definitions 1.1 Agreement. This document as well as all other attachments executed by MERCHANT in connection with its acceptance of e-check (each of which such other agreements being deemed incorporated herein by this reference as if set forth herein) shall constitute the entire agreement among SERVICE PROVIDER and MERCHANT. 1.2 "VISA" means Visa International Incorporated; "MC" or "MasterCard" mean MasterCard International, Inc.; "Associations" means a worldwide incorporated body regulating and processing specific brands of credit cards, namely: 'Visa’ and ‘MC’. 1.2 Point of Sale (“POS”) Devices shall refer to a system that processes commercial transactions such as a credit card terminal, electronic cash register, or specialized software. 1.3 E-check shall mean an authorized, electronic debit or credit transaction, valid in all respects, bearing the service/ trademarks and/or trade name of one of the bank Associations. 1.3.1 Visa Card shall mean an unexpired credit card bearing the service marks VISA and Blue, White and Gold Bands designs and the dove design appearing as a hologram on the card, in the form from time to time issued by banks or other business entities which has a valid and existing license and/or agreement with VISA International with respect to the use of either or both of the service marks. 1.3.2 MASTERCARD shall mean an unexpired credit card bearing the service/ trademarks MASTERCARD, with distinctive design consisting of interlocking circles (1) a red circle overlapping an ochre. (2) two gold circles and a globe design consisting of a globe or with other service mark only in the form from time to time issued by banks or other business entities which has a valid existing license and/or agreement with MASTERCARD International with respect to the use of said service marks. 1.3.3 Mail Order and Telephone Sales shall refer to sales transaction where a cardholder orders goods or services from the MERCHANT by telephone, mail or other means of telecommunication, and neither the card nor the cardholder is physically present at the MERCHANT outlet. 1.5 CVV2/CVC 2 Code shall refer to a numeric security code that is printed on the back of credit cards. 1.5.1 Card Verification Value (“CVV2”) is the three-digit security number that is printed on the back of most Visa credit cards. 1.5.2 Card Verification Code (“CVC2”) is the numeric security code that is printed on the back of MasterCard credit cards. 1.6 MERCHANT’s Account shall refer to a bank account in the name of the MERCHANT that is to be specifically identified in writing to SERVICE PROVIDER which shall be used by the MERCHANT in relation to this Agreement. 1.7 Cash Reserve Account shall refer to the cash held in reserve by SERVICE PROVIDER in an account on behalf of the MERCHANT as security and recourse against any and all MERCHANT liabilities. No interest will be paid to the MERCHANT on reserve funds. 1.8 “Acquiring Bank” – means the entity with which the SERVICE PROVIDER entered into the SERVICE PROVIDER-BANK Agreement. 1.9 "SERVICE PROVIDER-BANK Agreement – means the agreement between SERVICE PROVIDER and the Acquiring Bank. ______________________________________________________________________________ - 15 - Exhibit K – Terms and Operational Guidelines 1. SERVICE PROVIDER cannot guarantee the provision of the Services if the Services are subject to improper use or interference from external causes (including, but not limited to, services or modifications not performed by SERVICE PROVIDER). SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER. 2. In addition to all other limitations on the liability of SERVICE PROVIDER contained in this Agreement, SERVICE PROVIDER shall not be liable to MERCHANT or MERCHANT’S customers or any other person for Any loss or liability resulting from the denial of credit to any person or MERCHANT’s retention of any Card or any attempt to do so. 3. MERCHANT acknowledges the electronic nature of the Services to be supplied hereunder and the inherent risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside SERVICE PROVIDER’S control. 4. SERVICE PROVIDER shall have the right upon reasonable notice to change the terms or specifications of any of the Services due to (i) changes in the Services which are made at MERCHANT’s request or (ii) changes made by or imposed upon SERVICE PROVIDER (for example, by third parties) for any other reason. 5. Without derogating from any other right to which SERVICE PROVIDER is entitled under this Agreement and/or under applicable law, it is hereby agreed that SERVICE PROVIDER has the right, at its sole discretion, to block processing in any jurisdiction at any time and for any period of time, by written notice to MERCHANT, effective immediately upon mailing (by fax and e-mail), unless otherwise indicated in such notice. 6. Without derogating from any other right to which SERVICE PROVIDER is entitled under this Agreement and/or under applicable law, it is hereby agreed that SERVICE PROVIDER has the right, at its sole discretion to suspend or terminate the provision of the services without notice if it reasonably suspects or believes that MERCHANT is using the services in connection with any dishonest or criminal activities or upon notice from the Associations that the MERCHANT is suspected to be, or in violation of, Associations’ by-laws and operating regulations. 7. Completion of Bankcard Sales Drafts. MERCHANT agrees to complete all bankcard sales drafts or credit drafts in accordance with the rules and regulations of the Associations as prescribed from time to time. To the extent applicable to MERCHANT’s business, MERCHANT agrees to imprint the sales slips with the embossed data from the customer’s bankcard and the MERCHANT’s plate on the imprinter, and obtain the cardholder’s signature, which must match that on the bankcard. If MERCHANT uses an electronic printer connected to a POS device; the MERCHANT must still obtain the cardholder’s signature on the printed sales receipt. In the event of a manually entered sale or credit in addition to the printer’s sales draft MERCHANT must obtain an imprint of the cardholder’s card. Failure to do so may result in a chargeback to the MERCHANT. 8. Authorizations. MERCHANT understands, and acknowledges, that its floor limit shall be zero and that all transactions must be authorized by a designated card authorization center in accordance with the applicable procedures of the Associations. MERCHANT will not establish a dollar limit above or below which it will not honor echeck. MERCHANT will follow all the Associations’ verification and security requirements, including but not limited to, checking bankcard validity and expiration date, verifying signature, obtaining the CVV2/CVC2 code, address and zip code verification and obtaining an electronic authorization code (which shall be recorded on each sales draft). ______________________________________________________________________________ - 16 - MERCHANT agrees to follow the bankcard authorization center’s instructions and shall not attempt to obtain an approval of a transaction where authorization is denied. (A) In the event of fuel sales, MERCHANT must include license number and state of issue. (B) Lodging establishments acknowledge that they will follow written requirements for hotel reservations and charges as prescribed by SERVICE PROVIDER. In the event of terminal failure or communication error MERCHANT agrees to obtain authorizations according to voice backup procedures furnished by SERVICE PROVIDER. 9. Mail Order and Telephone Sales. MERCHANT acknowledges the high incidence of fraud associated with such sales and agrees that should MERCHANT desire to accept such sales, MERCHANT must follow the applicable Associations procedures including, without limitation, writing “TO” on telephone orders and “MO” on mail orders in the location utilized for cardholder’s signature. MERCHANT further agrees that they will be required in the case of Mail Order or Telephone Order sales to obtain CVV2/CVC2 digits, full address and zip code information and must ship purchased products utilizing a form of delivery that requires a “signature for delivery”. MERCHANT understands that an authorized sale does not constitute a guarantee of payment or available credit and may be subject to dispute or chargeback. 10. Payment. Any and all monies owing to the MERCHANT as a result of this Agreement generally will be paid ten (10) days after the SERVICE PROVIDER’S Settlement Bank Account is credited by its banking partners. Furthermore, should the day the SERVICE PROVIDER scheduled payment to the MERCHANT fall on a holiday or a non–working day, SERVICE PROVIDER shall pay the MERCHANT the following working/banking day, to the bank account in the name of the MERCHANT that is to be specified in writing (“MERCHANT’s Account”). Payment will be made by the MEMBER, except in those cases where 1) funds are not settled by SERVICE PROVIDER due to technical delays outside SERVICE PROVIDER’S control (in which case SERVICE PROVIDER will notify the MERCHANT and settle such funds as soon as practicable) or 2) if SERVICE PROVIDER, in its sole discretion, determines that certain funds should be withheld while an investigation is conducted to determine if payment of such funds would jeopardize SERVICE PROVIDERS’s security interests, in which case SERVICE PROVIDER will make expeditious investigation of the transactions to determine when payments can be made. SERVICE PROVIDER will not withhold payment unreasonably. MERCHANT hereby authorizes SERVICE PROVIDER, in accordance with this Agreement or in respect of other obligations owed to SERVICE PROVIDER, its agents, successors and/or assigns, now or in the future, to initiate debit or credit entries to MERCHANT’s Account or to any other account maintained by MERCHANT at any financial institution that is a receiving member of a money wire transfer network. This authority is to remain in full force and effect until SERVICE PROVIDER has received written notification from MERCHANT of its termination of this Agreement in such manner as to afford SERVICE PROVIDER reasonable opportunity to act on it. All payments to the MERCHANT shall be paid in full, less discount, reserves, credits, chargeback’s, assessments, fines, penalties or other fees, for which MERCHANT shall remain responsible notwithstanding any prior payment specified in Exhibit A. Said fees shall be deducted from incoming transactions or may be debited from the MERCHANT’s Account by SERVICE PROVIDER. SERVICE PROVIDER reserves the right to charge interest on invoices not settled within seven (7) business days at an annual rate equivalent to 4% above the Base Rate of the Bank of England then current base lending rate for each day that the invoice remains unsettled, as well as before and after court judgment. 11. Sales Drafts Storage and Retrieval. Association rules require from time to time that SERVICE PROVIDER obtain and forward copies of sales or credit drafts requested by SERVICE PROVIDER on behalf of card issuers. ______________________________________________________________________________ - 17 - MERCHANT is required to set up a system to store and maintain sales drafts for not less than one year in such a manner so as to allow MERCHANT to forward within 24 hours, copies of any sales draft requested by SERVICE PROVIDER. MERCHANT understands that failure to respond to a retrieval request could result in a chargeback under Association rules and regulations or this Agreement and may result in a substantial increase in the discount rate, or in the termination or suspension of MERCHANT’s bankcard processing privileges. 12. Returns and Credits. MERCHANT shall properly complete a credit draft delivering one completed copy to the cardholder at the time of each return or cancellation of sale. MERCHANT shall follow the Associations’ credit procedures when giving credit. MERCHANT shall not under any circumstances, issue cash for returns of merchandise or cancellation of services, where goods or services were originally purchased in a bankcard transaction. With proper disclosure at the time of the transaction, MERCHANT may: a. Refuse to accept merchandise in return or exchange and refuse to issue a refund to a cardholder; or b. Accept returned merchandise only in exchange for merchandise equal in price to the amount of the original transaction; or c. Accept returned merchandise in exchange for the MERCHANT’s promise to deliver goods or services of equal value available from MERCHANT at no additional cost to cardholder. Proper disclosure shall be deemed to have been given if, at the time of the transaction, the following notice appears on all copies of the sales draft in legible letters at least ¼ inch high and in close proximity to the space provided for the cardholder’s signature stating “NO REFUND” or “EXCHANGE ONLY” or “IN STORE CREDIT ONLY”, or equivalent language if applicable. 13. Chargeback’s. Notwithstanding any non-recourse provisions contained herein, MERCHANT shall pay SERVICE PROVIDER upon demand the face amount of any sale charged back to the MERCHANT. However, SERVICE PROVIDER shall have the right to charge the MERCHANT Account and to chargeback such sale and associated fees as specified in Exhibit A to MERCHANT in any of the following situations: a. Where merchandise has been returned to MERCHANT by cardholder, and cardholder has requested a credit and such credit has not been issued by MERCHANT: b. Where the purchase has not been authorized by the designated card authorization center. c. Where a cardholder contends or disputes, in writing to SERVICE PROVIDER, or the appropriate card-issuing bank that; i. Goods or services were not received by cardholder, or by authorized user; ii. Goods or services received by cardholder, or by authorized user, do not conform to that which was shown on the sales draft; iii. Goods, or other things of value, were defective; iv. The dispute reflects a claim, or defense, authorized against bankcard issuers, or creditors, by a relevant statute or regulation. d. Where the original sales draft is not received by SERVICE PROVIDER as required in accordance with the terms of this Agreement; e. Where the sales draft does not contain a transaction date, or the face of such sales draft shows that such date or dollar amount has been altered, or incorrectly entered, or the transaction was received by SERVICE PROVIDER more than ten (10) ______________________________________________________________________________ - 18 - days from the transaction date, and sales draft is charged back by the card-issuing bank; f. To the extent applicable, where the sales draft contains the imprint or description of a card other than the card specified and authorized; g. Where the sale is generated through the use of an expired card, and the sale is charged back by the card-issuing bank; h. Where the sale is a duplicate of one previously transmitted to SERVICE PROVIDER or includes a charge previously paid by cardholder and the sale is charged back by the card-issuing bank or two or drafts were made by a MERCHANT to circumvent the floor limit; i. To the extent applicable, where no signature appears on the sales draft and the cardholder has certified in writing to SERVICE PROVIDER, or the appropriate cardissuing bank pursuant to Association, that such cardholder did not make, or authorize the transaction; j. To the extent applicable, where the sales draft does not contain the embossed legend from a bankcard; or MERCHANT has failed to obtain the specific authorization from a designated card authorization center to complete the transaction; or the cardholder has certified in writing to the SERVICE PROVIDER or the appropriate card-issuing bank that he did not make or authorize the transaction; k. To the extent applicable, where the signature on the sales draft is obviously different from the signature appearing on the signature panel of the card and sale is charged back by the card-issuing bank; l. Where a card issuer or SERVICE PROVIDER has information that fraud by MERCHANT occurred at the time of transaction, whether or not such transaction was properly authorized by the card issuer, and the cardholder neither participated in nor authorized the transaction, or the card issuer certifies that there was no card outstanding with the account number used; m. If with respect to any one of MERCHANT’s outlets, the level of bankcard counterfeit and fraud transaction count and/or volume exceeds the thresholds set by the Associations and outlined in Exhibits F and G, all sales may be charged back and SERVICE PROVIDER may terminate this Agreement immediately and without notice; n. In any other situation where the sale was executed, or depository credit given to MERCHANT in circumstances constituting a breach of any representations or warranty of MERCHANT hereunder, or where any action or lack of action by MERCHANT in violation of Associations’ regulations has resulted in a sale being charged back to SERVICE PROVIDER by a card-issuing bank pursuant to Associations’ rules and regulations, as amended from time to time. SERVICE PROVIDER will provide MERCHANT with any information possessed by it, which may enable MERCHANT to recover from others the amount of any sale charged back to MERCHANT. MERCHANT authorizes SERVICE PROVIDER to set up a reserve account, to hold as the amount outlined in Exhibit F (the “RESERVE”), to be held by SERVICE PROVIDER to be used as security as recourse against any and all MERCHANT’s liabilities. The amount of the Reserve may be changed from time to time, based on chargeback level, activity or risk factors, and shall be retained for a period of not less than 180 days from the date MERCHANT discontinues transacting business activity through SERVICE PROVIDER or otherwise terminates this Agreement. Notwithstanding the establishment of the reserve account, MERCHANT understands that it shall be liable for all chargeback’s, assessments, fines and penalties imposed by the Associations and other amounts due to SERVICE PROVIDER hereunder without limitation ______________________________________________________________________________ - 19 - and the amount deposited in the reserve account at any time shall not in any way limit the liability of the MERCHANT hereunder. If MERCHANT ceases to trade or its account is closed for any reason, SERVICE PROVIDER will retain the Reserve and all other moneys being held for a minimum period of six months thereafter. This delay is to ensure that sufficient funds are always available to cover any chargeback’s and all chargeback fines and penalties received after the MERCHANT ceased to trade or its account is closed. At the end of the six-month period aforesaid the MERCHANT will receive sixty percent (60%) of the balance in the reserve account, and at the end of each of the 4 following months thereafter MERCHANT will receive ten percent (10%) of the balance in the reserve account. Nevertheless the MERCHANT will be held responsible for any and all chargeback’s received at anytime. The time periods stated above are subject to changes in liability periods stipulated by Visa and or MC from time to time. 14. Fraudulent Sales/Factoring. MERCHANT shall never make a cash advance to a cardholder, and shall not accept, deposit or enter into its terminal a fraudulent sale or any sales made by any other MERCHANT. Should MERCHANT do any of the foregoing acts, SERVICE PROVIDER shall immediately terminate the Agreement. SERVICE PROVIDER shall also enter MERCHANT’s name on the “Combined MERCHANT Terminated Files.” In the event SERVICE PROVIDER reasonably believes MERCHANT fraud may have occurred or MERCHANT fails to repurchase upon demand any sale as required under Visa and MC rules or to provide funds for credits issued, SERVICE PROVIDER may hold all funds represented by drafts submitted by MERCHANT. MERCHANT acknowledges that credit to the MERCHANT’s Account for bankcard drafts is provisional and may be revoked at any time in accordance with VISA and MC rules. In the event MERCHANT ceases doing business and no claim is made for funds held pursuant to this Section within one hundred and eighty days of cessation of business, any remaining funds may be returned to the MERCHANT. 15. Debit/Credit Authorization. The undersigned MERCHANT does hereby authorize SERVICE PROVIDER in accordance with this Agreement, to initiate debit or credit entries to MERCHANT’s checking account through the ACH or other similar fund transfer facility as indicated herein. The foregoing authorization is to remain in full force and effect until SERVICE PROVIDER has received written notification from MERCHANT of its termination, in such manner as to afford SERVICE PROVIDER reasonable opportunity to act on it. 16. On Line Gambling Merchant’s. On Line Gambling Merchant’s carrying out Electronic Commerce as defined by VISA/MC regulations must sign the attached Exhibit C and remain in compliance with all VISA/MC regulations as may be issued from time to time. 17. Customer Complaints. MERCHANT shall respond promptly to inquiries from cardholder’s and shall resolve any disputes amicably. If unresolved disputes occur with a frequency unacceptable to SERVICE PROVIDER, SERVICE PROVIDER may terminate this Agreement. SERVICE PROVIDER reserves the right to charge MERCHANT reasonable fees and reimbursement on account of excessive cardholder’s inquiries, refunds or Chargeback’s. MERCHANT agrees to maintain the following information in writing with respect to each claim or defense asserted by a cardholder for which MERCHANT has received notice: I.The cardholder’s name; II. The card account number; III.The date and time the cardholder asserted the claim or defense; IV. The nature of the claim or defense; and V.The action that MERCHANT took in an attempt to resolve the dispute. ______________________________________________________________________________ - 20 - Upon request, MERCHANT shall furnish SERVICE PROVIDER with this information in writing within 10 days. 18. Without derogating from any other remedy to which SERVICE PROVIDER is entitled under any applicable law or under this Agreement, it is clarified and agreed that in the event SERVICE PROVIDER learns or reasonably suspects that (i) funds received due to MERCHANT’S transactions do not result from legitimate sales by MERCHANT, (ii) such sales were not made in compliance with all bank card association rules, applicable laws and provisions of this Agreement, (iii) the applicable transactions vary materially in character or volume from original ticket size or monthly volume disclosed by MERCHANT in this Agreement, or (iv) the MERCHANT has materially breached this Agreement, or (v) the risk level involved in processing the MERCHANT’S transactions or in the MERCHANT’s business has increased, or (vi) if the MERCHANT has exceeded the chargeback limits as set in this Agreement, then SERVICE PROVIDER shall be entitled, or entitled to instruct the Trustee (to the extent applicable) and/or the Acquiring Bank, as the case may be, to withhold any payments to MERCHANT until such matters are resolved to its complete satisfaction. 19. MERCHANT EXPRESSLY ACKNOWLEDGES AND AGREES TO ANY CHARGE OR DEBIT MADE BY SERVICE PROVIDER AGAINST THE ANY AMOUNTS DEPOSITED AND HELD IN THE MERCHANT ACCOUNT ("HOLDBACKS"), INCLUDING, WITHOUT LIMITATION, AS A RESULT OF THE EXERCISE OF CHARGEBACK RIGHTS. SERVICE PROVIDER shall have the absolute right to reduce MERCHANT’s sales proceeds received from acquiring banks or debit MERCHANT’s Holdbacks for any retrieval or chargeback which is disputed or returned to SERVICE PROVIDER by the issuing bank. MERCHANT acknowledges that any chargeback's will reduce the sum of chargeback allowance during each calendar month and will result in MERCHANT paying to SERVICE PROVIDER the chargeback fees as set forth herein. MERCHANT, whether consented to or not by cardholder, shall not present to SERVICE PROVIDER for processing any sales slip representing a transaction that has been previously charged back to SERVICE PROVIDER and returned to MERCHANT. MERCHANT’s obligations and SERVICE PROVIDER’s rights under this paragraph shall survive the termination or expiration of this Agreement, for any reason whatsoever. Exhibit L – Undertaking and Warranties Without derogating from any other undertaking and/or warranty of the MERCHANT under this Agreement, MERCHANT hereby warrants and undertakes that: 1. It shall provide for all internet transactions, an electronic transaction receipt for each transaction processed from MERCHANT’s site with the specifics of the transaction including the time, date, amount of transaction, credit card charged, expiration date, and additionally: a. MERCHANT Name and/or MERCHANT DBA as used on Website. b. MERCHANT “universal resource locator” (URL). c. MERCHANT Name as used in the Visa/MC Clearing Record. a. Customer Service Contact Information including telephone number with country code and area code and email address. b. Terms and Conditions of Sale. c. Exact date Free Trial Period ends (if applicable). d. Cancellation Policies. ______________________________________________________________________________ - 21 - 2. As to each bankcard sale presented to SERVICE PROVIDER for payment MERCHANT warrants that: a. The sale is valid in form and has been completed in accordance with current Associations’ operating regulations and any additional instructions furnished by SERVICE PROVIDER to MERCHANT; and, b. MERCHANT has delivered the merchandise or services described on the sales draft in accordance with MERCHANT’s underlying agreement with the cardholder; and, c. Each sales draft represents the cardholder’s indebtedness for the amount shown; and d. As of the date any sales draft is offered to SERVICE PROVIDER, MERCHANT has no knowledge or notice of any fact that would impair the validity of the sales draft or the indebtedness there under, or its collectability, and warrants that such sales draft or indebtedness there under, or its collectability, is not subject to any prior lien; and e. To the best of MERCHANT’s knowledge, the cardholder has no defense, right of offset or counterclaim against MERCHANT in connection with the purchase of the goods or services represented by the sales draft and MERCHANT shall indemnify and hold SERVICE PROVIDER harmless from any such claim; and f. MERCHANT has charged cardholder no separate or additional fee(s) in connection with the bankcard transaction. The foregoing shall not prohibit MERCHANT from extending discounts to customers paying with cash or by check or any method other than bankcard; and g. The transactions to be processed represent sales only acquired by the MERCHANT after the date that this Agreement was executed by all parties; and h. The transaction to be processed is not for the purpose of collecting or financing an existing debt with the MERCHANT; and i. The transaction to be processed is not payment for a previous bankcard charge to the MERCHANT; and j. The transaction to be processed does not represent the collection of a dishonored check to the MERCHANT; and k. The transaction to be processed is not for the purpose of a cash disbursement. 3. It shall honor all valid e-check when properly presented for payment by cardholders in connection with a bona fide, legitimate business transaction. 4. To the extent applicable, it shall utilize a POS terminal approved by SERVICE PROVIDER for all transactions. If the MERCHANT is utilizing e-commerce and the Internet to process transactions, the e-commerce solution must be approved by SERVICE PROVIDER. 5. It shall follow those procedures provided by SERVICE PROVIDER for balancing of daily sales transactions. MERCHANT understands and agrees to balance and settle each terminal on each day MERCHANT is open for business. 6. It shall not sell, purchase, provide or exchange bankcard account number information in the form of imprinted sales slips, mailing lists, tapes or any other media, obtained by reason of a bankcard transaction or otherwise, to any third party other than (i) MERCHANT’s agents for the purpose of assisting the MERCHANT in its business, (ii) SERVICE PROVIDER (iii) Associations, or (v) pursuant to a government request. 7. It is in full compliance with all Associations’ rules, regulations and guidelines now in effect and/or as amended by the ASSOCIATIONS from time to time, governing the safe handling of card account and transaction data by electronic commerce such as, but not limited to, cardholder information, card numbers, physical or electronic transaction information, card imprints and Terminal Identification Numbers (TIDs). MERCHANT further certifies and warrants to SERVICE PROVIDER ______________________________________________________________________________ - 22 - that all of its main and backup systems operating, and/or supporting its e-commerce business through the Internet are configured with the required security measures as these relate to the use of firewalls, encryption, network and systems access restrictions and controls, and telecommunications and gateways security. MERCHANT further certifies and warrants to SERVICE PROVIDER that MERCHANT will not sell, purchase, provide, or exchange a cardholder’s name or card number information in the form of imprinted sales slips, carbon copies or imprinted sales slips, mailing lists, tapes, or other media obtained by reason of a card transaction whether in person or through any other means including the Internet, to any third party other than to the MERCHANT’s agents for the purpose of assisting the MERCHANT in its business or pursuant to a government request. 8. It shall respond promptly to inquiries from Cardholders and shall resolve any disputes amicably. MERCHANT agrees to maintain the following information in writing with respect to each claim or defense asserted by a Cardholder for which Merchant has received notice: a. The Cardholder’s name; b. The Card account number; c. The date and time the Cardholder asserted the claim or defense; d. The nature of the claim or defense; and e. The action that MERCHANT took in an attempt to resolve the dispute. Upon request, MERCHANT shall furnish SERVICE PROVIDER with this information in writing within 10 days. 9. It is duly licensed and qualified under the laws of the jurisdictions in which it is located and in which it conducts its business, to conduct such business. Merchant agrees to Exhibits A through L: Signed on Behalf of MERCHANT: Print Title: _____________________ Print Name: ____________________ Signature: ____________________ Signate: ____________________ Date: __________ Date: __________
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