SELLER AGREEMENT

  1. Statement of Services: (“Seller”) uses Techs App, Inc. (“TechsApp”) to facilitate the payments for sale of goods or services on TechsApp Platform. TechsApp assumes no responsibility for good or services purchased through TechsApp Platform. On TechsApp Platform, TechsApp allows you to accept credit cards and receive payment directly to your bank account.

    By using TechsApp Platform to sell your goods or services, you consent to this entire agreement between you and TechsApp.
  2. Definitions:
    • Buyer: Person or business paying for a good or service via TechsApp Platform
    • Seller: Person or business listing or selling a good or service supported through TechsApp Platform.
    • Transaction: Any part of the sale of a good or service. Including:
      • Purchase: A Buyer paying for the good or service listed via TechsApp Platform,
      • Fulfillment: The Seller delivers said good or service according to TechsApp Platform requirements.
      • Settlement/Merchant Settlement: Following TechsApp Platform confirmation and instructions. Seller receives funds for the sale.
    • Card Network/Card Brand: Networks that power credit card transactions. These include Visa, MasterCard, American Express and Discover.
    • Cardholder: buyer purchasing an item using a credit card or debit card.
    • Third Party Service Provider: A separate business working with TechsApp and TechsApp Platform to facilitate you receiving money as well as preventing fraud and non-compliance.
  3. Required Information: For you to sell and receive payments on TechsApp Platform, TechsApp is required to validate your identity with Third Party Service Providers. No hard credit check (any credit check that might impact your credit score negatively) is run, however you will, at minimum, be asked for the following information:
    • Full legal name
    • Email Address/li>
    • Current address/li>
    • Month and year of birth/li>
    If you are operating a registered business (LLC, S Corp, C Corp, LLP, LP, etc.) you will also need to provide your:
    • Full business name/li>
    • Business address/li>
    • Business EIN/li>
    • Business phone
    For this purpose, TechsApp Platform may also provide any other relevant information that it has obtained from you.

    By accepting this agreement you authorize TechsApp to share, retrieve and verify information about you through properly vetted Third Party Service Providers to the extent required to provide payment services to you. You acknowledge that this may include history of past addresses and other data about you. We may require that your information be updated from time to time.

    Note: In rare cases, the above information may not be enough to verify you. In these instances, TechsApp Platform may approach and request more information possibly including EIN and/or Tax ID. Failure to provide this information may result in suspension or termination of your TechsApp Platform sales and account.
  4. Privacy Policy: You agree to TechsApp’s privacy policy (available at https://www.TechsApp.com/privacy) and it is incorporated by reference into this seller agreement as if it were set forth here in its entirety.

    Any personal or payment information acquired during the course of TechsApp handling your payments shall be handled with due care and used only according to the terms set forth in TechsApp's Privacy Policy.
  5. Authorization: By entering your payment information and selling through TechsApp Platform you authorize TechsApp to credit your bank account for sales made and debit your bank account for any necessary adjustments.

    You further authorize us to hold, receive, and disburse funds according to payment instructions as provided to us by TechsApp Platform on your behalf.
  6. Funds Held for the Benefit of Seller: Buyer funds received on behalf of TechsApp Platform or TechsApp Platform's Buyers which will be aggregated and held with funds belonging to other users in one or more For Benefit Of (FBO) accounts at Wells Fargo Bank, N.A. (or such successor bank as TechsApp may determine) on TechsApp Platform's or seller's behalf and for the benefit of TechsApp Platform's sellers (each a "Seller Account"). TechsApp maintains a ledger that properly delineates the seller for whom the funds are earmarked.

    TechsApp has sole discretion over the establishment and maintenance of any Seller Account. TechsApp will hold such funds separate from TechsApp’s corporate funds and will not use said funds for our corporate purposes, will not make these funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to seize said funds. Neither you nor TechsApp Platform will receive interest or any other earnings on funds in Pooled Accounts.

    You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to any of your funds in a Pooled Account.
  7. Commercial Entity Agreement You agree to be bound by the Commercial Entity Agreement attached in Appendix A insofar as it applies to you. This agreements is incorporated by reference here as if set forth in full.

    This clause applies once you process over $100,000 in annual sales with TechsApp because card networks mandate that large merchants (having annual sales greater than $100,000) must enter into a direct agreement with TechsApp's processing bank partner. It may also applies should TechsApp’s bank partner otherwise require the Commercial Entity Agreement.

    This does not change any transaction arrangements, fees, or fulfillment structures between you, TechsApp, and TechsApp Platform.
  8. Taxes: If in one year you have over 200 sales and $20,000 in sales volume, the Internal Revenue Service (IRS) requires that we report the total amount of payments you receive for that year.

    These sales will be reported on a 1099-k and will include your business:
    • Full legal name
    • EIN or your SSN (if you are a sole proprietor)
    • Total dollar amount for your sales that reporting year
    You agree to assist us in providing any information required for this reporting particularly if any of the above items needs correction or confirmation.
  9. Prohibited Transactions: You agree you will not accept payments in connection with the following businesses, business activities or business practices: (1) embassies, foreign consulates or other foreign governments,(2) door-to-door sales, (3) offering substantial rebates or special incentives to the Cardholder subsequent to the original purchase, (4) negative response marketing, (5) engaging in deceptive marketing practices, (6) sharing Cardholder’s data with another merchant for payment of up-sell or cross-sell product or service, (7) evading Card Network’s chargeback monitoring programs, (8) engaging in any form of licensed or unlicensed aggregation or factoring, (9) airlines, (10) age restricted products or services, (11) bail bonds, (12) bankruptcy lawyers, (13) bidding fee auctions, (14) collection agencies, (15) chain letters, (16) check cashing, wire transfers or money orders, (17) counterfeit goods (e.g. knock-offs, imitations, bootlegs) (18) currency exchanges or dealers, (19) firms selling business opportunities, investment opportunities, mortgage consulting or reduction, credit counseling, repair or protection or real estate purchases with no money down, (20) credit card and identity theft protection, (21) cruise lines, (22) essay mills, (23) flea markets (firms/individuals operating from a booth, on a part time basis with no lease or telephone availability;whether indoor or outdoors), (24) drug paraphernalia, (25) extended warranties, (26) fortune tellers, (27) “get rich quick” schemes;(28) gambling (including but not limited to lotteries, Internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services), (29) sports forecasting or odds making, (30) illegal products or services, (31) mail-order brides, (32) marijuana dispensaries and related businesses, (33) money transmitters or money service businesses, (34) multi-level marketing or pyramid schemes, (35) online, mail, or telephone order pharmacies or pharmacy referral services, (36) prepaid phone cards, phone services or cell phones, (37) pseudo pharmaceuticals, (38) quasi-cash or stored value, (39) securities brokers, (40) sexually-oriented or pornographic products or services, (41) shipping or forwarding brokers, (42) substances designed to mimic illegal drugs, (43) telemarketing, (44) timeshares, (45) online, mail, or telephone order tobacco or e-cigarette sales, (46) weapons and munitions (47) virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world, (48) Products/services intended to inflict or promote revenge, harassment, and other forms of abuse, humiliation and intimidation, (49) Long-term subscriptions (i.e., two year, three year, lifetime, etc.), (50) Lending, (51) equity crowdfunding, or (52) real-estate crowdfunding.
  10. Transactions: Upon instruction by TechsApp Platform a Buyer will be charged for a transaction. You agree that the Buyer's obligation to you will end upon TechsApp's initiation of this payment and that you will not pursue any further payment from Buyer.

    TechsApp reserves the right to delay or reject a transaction, particularly if we suspect that the transaction is unauthorized or otherwise exposes us to financial or security risks.
  11. Taxes: TechsApp is not responsible for determining, collecting, and remitting any taxes related to payments processed through the Service.

    However, TechsApp has tax reporting requirements for sellers with over 200 sales and $20,000 in sales volume. If you are one of these sellers, TechsApp is required report on a 1099-K to the IRS the following information:
    • Full legal name
    • EIN or SSN
    • Total dollar amount received for sales that year
    • Total number of sales received that year
    If the Seller information previously provided is insufficient to satisfy these reporting requirements, you agree to provide the missing information to upon TechsApp’s request.
  12. Chargebacks and Disputes: Chargebacks are claims that Buyers may file to dispute a payment or identify an unauthorized transactions. These complaints are made directly with their issuing bank and may result in a reversal that refunds up to the full amount of the transaction back to the Cardholder. If a transaction is disputed or reversed by Card Networks or a Buyer's issuing bank for any reason, you are responsible for the amount charged back.
  13. Fraud or Excessive Chargebacks: If TechsApp determines that your sales are predominantly fraud or that you will otherwise incur an excessive amount of chargebacks, we may establish conditions on your acceptance of payments or receipt of payouts. These may include, without reservation: creation of a reasonable reserve, delay of payouts, termination of service, refund of sale to cardholder, and requests for more transaction information.

    You also agree to assist us in investigating any transactions you process through our service and permit us and TechsApp Platform to share such information with the Buyer and/or the Buyer's issuing bank to mediate possible chargebacks.
  14. Set Off/Security Interest: To the extent allowed by applicable law, you grant to us a security interest and right of set-off in any account created through your use of TechsApp Platform including any reserve or any pending payouts that we have receive for processing pursuant to this agreement. You agree to execute and deliver any documents necessary to perfect and enforce this interest. Additionally, without prior notice, you agree that TechsApp may defer payout/restrict access to funds related to the disputed transaction, or if payout has already occurred, directly debit your bank account for the amount charged back. However, TechsApp Platform shall have the option of covering the chargeback amount on your behalf.
  15. Termination TechsApp reserves the right to terminate this agreement at any time particularly if there is suspicion of fraud, prohibited usage, usage that may damage TechsApp's brand or reputation, or excessive chargebacks.

    You may terminate this agreement at any time by halting your use of TechsApp Platform and notifying TechsApp Platform. Any pending sales will be canceled and all remaining profits from completed sales shall be paid out to you according to TechsApp Platform's instruction.

    Upon termination, your account will be flagged as dormant and you will no longer have the ability to continue to sell on TechsApp Platform or otherwise use TechsApp. Should this occur, you also agree to discontinue use of TechsApp and any TechsApp trademarks. TechsApp will not be liable for any damages or responsible for any compensation in connection with the termination or suspension of the TechsApp service.
  16. Survival of Termination: Section 13. “Chargebacks and Disputes”, Section 14. “Fraud and Excessive Chargebacks”, and Section 15. “Set Off/Security Interest” of this agreement as well as any other remaining seller obligations and any other terms necessary to enforce or address such obligations shall survive up to 1 year following termination of this agreement.
  17. Disputes: If any payment dispute arises, please contact TechsApp at support@TechsApp.com we will do our best to help resolve your concerns.
  18. Arbitration: If any dispute arising out of this agreement cannot be resolved informally, you and TechsApp agree to resolve the dispute exclusively by binding arbitration. Arbitration is more informal than lawsuits and tends to resolve disputes more quickly. Instead of a judge or jury, the dispute will be decided by a neutral arbitrator with the authority to award the same damages and relief a court can. The arbitration shall be administered by the American Arbitration Association or JAMS according to this provision and the applicable arbitration rules of the forum. Arbitration hearings under this agreement will occur in San Francisco, CA or another mutually agreed upon location. Arbitrator award shall be binding on parties and may be entered as judgment in any court of competent jurisdiction.

    Unless the arbitrator determines that your claim is frivolous, arbitration costs (including attorney’s fees) shall be shared equally between you and TechsApp. If your claim is found frivolous you will be responsible for all arbitration costs.

    Any arbitration under this agreement shall only be on an individual basis;private attorney general actions, class actions, and class arbitrations are not allowed. By accepting this agreement and using the TechsApp services, you agree to waive your rights to have your case decided by a judge or jury as well as your right to participate in a class action against TechsApp.

    For the purpose of this provision, any reference to you or TechsApp also includes respective subsidiaries, agents, employees, successors, and assigns and beneficiaries.
  19. Dispute Time Limit: The timeline for disputes, unless otherwise required by applicable law, must be commenced within one year after the cause of action accrues.
  20. Headings: The headings in this agreement or merely for convenience. They shall not be considered as binding in interpreting this agreement.
  21. Amendments: TechsApp reserves the right to amend this agreement at any time with notice that we deem reasonable according to the extent of the amendment. Notice may include notice on our website or [TechsApp Platform's] website. Any use of our Services after publication of notice shall constitute acceptance of the modified agreement.
  22. Liability: To the maximum extent permitted by law, TechsApp, TechsApp Platform their processors, suppliers, and licensors or their respective affiliates, agents, employees, and directors are not liable to you for any lost profits, data, or any indirect, punitive, incidental, special, consequential or exemplary damages arising out of, in connection with, or relating to this agreement or the services, including, without limitation, the use of, inability to use or unavailability of the service. Under no circumstances will TechsApp, TechsApp Platform or their aforementioned associates be responsible to you for any damage, loss or injury resulting from hacking, tampering, or other unauthorized use of the service, your TechsApp Account, or the information contained therein.
  23. No Warranties: This service is provided "as is" and "as available". To the maximum extent permitted by applicable law, no warranty is provided and you use this service at your own risk. No advice or information provided by TechsApp shall constitute any warranty to use of this service.

    TechsApp does not guarantee or assume any responsibility for any goods or services advertised or offered by any third party service relating to either TechsApp or TechsApp Platform.
  24. Representations: You agree that:
    • You are at least 18 years of age, OR you are at least 13 years of age and have the consent of a parent or guardian to use TechsApp Platform
    • You have the authority to enter into and perform according to this agreement.
    • You are authorized to conduct business in the U.S. (i.e. you are a US citizen, legal US resident, or business entity with the authorization to conduct business in your respective state).
    • Note: TechsApp additionally only support sellers with US Bank accounts.
    • That the information you provide pursuant to this agreement is complete and correct as to the best of you knowledge.
    • You shall fulfill the obligations of any sale or transaction you incur on TechsApp Platform or through the use of TechsApp.
    • Your use of TechsApp Platform and TechsApp as well as your transactions all comply with the laws and regulations applicable to you and your business.
      • Choice of Law: This agreement shall be governed by and construed in accordance with the laws of the state of California.
      • Waiver: If TechsApp waives any term or provision of this contract at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If TechsApp fails to exercise or delays exercising any of its rights or remedies under this contract, it still retains the right to enforce that term or provision at a later time.
      • Severability: If any court determines that any provision of this contract is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this contract invalid or unenforceable. Additionally, any affected provision shall be amended or limited only to the extent necessary to render it valid and enforceable.

Appendix A

COMMERCIAL ENTITY AGREEMENT

In connection with your Seller Agreement with TechsApp, Inc. (“Provider”), Vantiv and its designated Member Bank and Wells Fargo Merchant Services and its designated Member Bank (collectively “Acquirers”) will provide you (“Sub-merchant”) with certain payment processing services (“Services”) in accordance with the terms of this Commercial Entity Agreement.

In consideration of Sub-merchant’s receipt of credit or debit card funded payments, and participation in programs affiliated with MasterCard International Inc. ("MasterCard"), VISA U.S.A. Inc. ("VISA"), Discover (“Discover”), and certain similar entities (collectively, “Associations), Sub-merchant is required to (i) enter into a direct relationship with an entity that is a member of the Associations and (ii) agree to comply with Association rules as they pertain to applicable credit and debit card payments. By executing this Commercial Entity Agreement, Sub-merchant is fulfilling the Association rule of entering into a direct relationship with a Member of the Associations;however, Acquirers understand that Sub-merchant may have contracted with Provider to obtain certain processing services and that Provider may have agreed to be responsible to Sub-merchant for all or part of Merchant’s obligations contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein as well as by clicking-through and continuing to use Provider’s services, the parties agree as follows:
  1. Certain Merchant Responsibilities

    Sub-merchant agrees to participate, and to cause third parties acting as Sub-merchant’s agent (“Agents”), to participate, in the Associations in compliance with, and subject to, the by-laws, operating regulations and/or all other rules, policies and procedures of the Associations (collectively "Operating Regulations"). Sub-merchant also agrees to comply with all applicable state, federal, and local laws, rules, and regulations (“Laws”). Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all confidentiality and security requirements of the USA Patriot Act (or similar law, rule or regulation), VISA, MasterCard, Discover, and/or Other Networks, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations. For purposes of this section, Agents include, but are not limited to, Sub-merchant’s software providers and/or equipment providers.

    If appropriately indicated in Sub-merchant’s agreement with Provider, Sub-merchant may be a limited-acceptance merchant, which means that Sub- merchant has elected to accept only certain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicate the same. Acquirers have no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.

    Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-merchant to cardholders, and is expressly prohibited from processing, factoring, laundering, offering, and/or presenting sales transactions which are produced as a result of sales made by any person or entity other than Merchant, or for purposes related to financing terrorist activities.

    Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers;ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand;and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a i) department, agency or instrumentality of the U.S. government;ii) corporation owned or controlled by the U.S. government;or iii) Sub- merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 –Schools, Trade or Vocational;and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand.

  2. Merchant Prohibitions

    Sub-merchant must not i) require a cardholder to complete a postcard or similar device that includes the cardholder’s account number, card expiration date, signature, or any other card account data in plain view when mailed, ii) add any tax to transactions, unless applicable law expressly requires that a Sub- merchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant, v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service, vi) submit any transaction receipt for a transaction that was previously charged back to the acquirers and subsequently returned to Sub-merchant, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, viii) accept a card to collect or refinance an existing debit that has been deemed uncollectable by Sub-merchant, or ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.
  3. Settlement

    Upon receipt of Sub-merchant’s sales data for card transactions through Provider Services, Acquirers will process Sub-merchant’s sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, Acquirer will fund Sub-merchant, either directly to the Sub-merchant-Owned Designated Account or through Provider to an account designated by Provider (“Provider Designated Account”), at Acquirers’ sole option, for such card transactions. Sub-merchant agrees that the deposit of funds to the Provider Designated Account shall discharge Acquirers of their settlement obligation to Sub-merchant, and that any dispute regarding the receipt or amount of settlement shall be between Provider and Merchant. Acquirers will debit the Provider Designated Account for funds owed to Acquirers as a result of the Services provided hereunder, unless a Sub-merchant-owned account is otherwise designated below. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirers reasonably believe a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Merchant or Provider.
  4. Term and Termination

    This Commercial Entity Agreement shall be binding upon Sub-merchant upon Sub-merchant’s execution. The term of this Commercial Entity Agreement shall begin, and the terms of the Commercial Entity Agreement shall be deemed accepted and binding upon Acquirers, on the date Acquirers accepts this Commercial Entity Agreement by issuing a merchant identification number, and shall be coterminous with Provider’s Agreement with Sub-merchant.Notwithstanding the foregoing, Acquirers may immediately cease providing Services and/or terminate this Commercial Entity Agreement without notice if (i) Sub-merchant or Provider fails to pay any amount to Acquirers when due, (ii) in Acquirers' opinion, provision of a service to Sub-merchant or Provider may be a violation of the Operating Regulations, or any applicable state, federal, or local laws, rules, and regulations (“Laws”), (iii) Acquirers believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, or iv) Acquirers is required to do so by any of the Associations.
  5. Indemnification and Limits of Liability

    Sub-merchant agrees to provide Acquirers, via a communication with Provider, with written notice, specifically detailing any alleged failure, within thirty (30) days of the date on which the alleged failure or error first occurred;failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such failure or error. Acquirers shall bear no liability and have no obligations to correct any errors resulting from Sub- merchant’s failure to comply with the duties and obligations of the preceding sentence.

    Sub-merchant shall indemnify and hold harmless Acquirers, and their directors, officers, employees, affiliates, and agents from and against all proceedings, claims, demands, losses, liabilities, damages and expenses resulting from or otherwise arising out of (i) the Services in this Commercial Entity Agreement, (ii) Sub-merchant’s or Sub-merchant’s employees and agents acts or omissions in connection with the Services provided pursuant to this Commercial Entity Agreement, (iii) any infiltration, hack, breach, or violation of the processing system resulting from, arising out of, or in any way related to Sub-merchant’s ability to use of the services provided herein including but not limited to Merchant’s use of an Agent or any other third party processor or system or (iv) any issue between Merchant and Provider. This indemnification shall survive the termination of the Agreement. Merchant’s sole and exclusive remedy for any and all claims against Acquirers arising out of or in any way related to the transactions contemplated herein shall be termination of this Commercial Entity Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirers, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirers have any liability to Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirers are only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirers are not liable for any action or failure to act by Provider, and that Acquirers shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider.
  6. Miscellaneous

    This Commercial Entity Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio for Vantiv and its Member Bank and California for Wells Fargo Merchant Services and its Member Bank without regard to conflicts of law provisions. This Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirers. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Agreement is for the benefit of, and may be enforced only by, Acquirers and Sub-merchant and is not for the benefit of, and may not be enforced by, any other party. Acquirers may amend this Commercial Entity Agreement upon notice to Sub-merchant in accordance with Acquirers’ standard operating procedure. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Commercial Entity Agreement will be construed as if such provision is not contained in the Agreement “Member Bank” as used in this Commercial Entity Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Commercial Entity Agreement. As of the commencement of this Commercial Entity Agreement, Member Banks shall be Wells Fargo, NA, 1200 Montego Way, Walnut Creek, CA 94598 and Fifth Third Bank, located at 38 Fountain Square Plaza, Cincinnati, OH 45263.

    The Member Banks are party to this Commercial Entity Agreement. The Member Banks may be changed, and its rights and obligations assigned to another party by Acquirers at any time without notice to Merchant.