SERVICES.
IF METAVANTE IS PROVIDING CARD PERSONALIZATION
SERVICES FOR CUSTOMER, THE FOLLOWING WILL APPLY.
DELIVERY OF CARDS WILL BE
DEEMED COMPLETE WITH RESPECT TO ANY ORDER UPON METAVANTE'S DELIVERY OF THE
SUPPLY OF CARDS TO EITHER THE UNITED STATES POST OFFICE, A COMMON CARRIER OR
COURIER, OR CUSTOMER'S DESIGNATED EMPLOYEE OR AGENT.
FOLLOWING DELIVERY OF THE
CARDS IN ACCORDANCE WITH THE FOREGOING, THE CARD PRODUCTION SERVICES WITH
RESPECT TO SUCH ORDER SHALL BE COMPLETED, AND METAVANTE SHALL HAVE NO FURTHER
RESPONSIBILITY WHATSOEVER FOR ANY USE, ABUSE, LOSS, DAMAGE, ALTERATION, OR THEFT
OF CARDS FOLLOWING DELIVERY.
METAVANTE SHALL BE RESPONSIBLE TO PRODUCE CARDS IN
CONFORMANCE WITH APPLICABLE NETWORK STANDARDS AND FOR THE PROPER PREPARATION OF
MAILERS (E.G., SEALING AND ADDRESSING).
CUSTOMER SHALL NOTIFY METAVANTE IN
WRITING OF ANY ALLEGED BREACH OF THE
4
FOREGOING BY METAVANTE.
METAVANTE'S SOLE RESPONSIBILITY, AND CUSTOMER'S SOLE
REMEDY, SHALL BE TO PROVIDE, AT METAVANTE'S EXPENSE, A CONFORMING REPLACEMENT
CARD TO THE APPROPRIATE CARDHOLDER(S).
SETTLEMENT ACCOUNT.
CUSTOMER SHALL MAINTAIN AN ACCOUNT FOR PURPOSES OF FUNDING
OR RECEIVING SETTLEMENT, AS APPLICABLE, AND AUTHORIZES METAVANTE TO CHARGE THE
SETTLEMENT ACCOUNT VIA ACH DEBIT OR OTHERWISE FOR ANY NET SETTLEMENT OWED BY
CUSTOMER TO METAVANTE, AND TO DEPOSIT TO THE SETTLEMENT ACCOUNT ANY NET
SETTLEMENT OWED BY METAVANTE TO CUSTOMER.
METAVANTE MAY OFFSET AMOUNTS PAYABLE
TO CUSTOMER AGAINST AMOUNTS PAYABLE BY CUSTOMER FOR PURPOSES OF DETERMINING A
NET SETTLEMENT AMOUNT TO CHARGE TO THE SETTLEMENT ACCOUNT. FOR AT LEAST 120 DAYS
FOLLOWING THE EFFECTIVE DATE OF TERMINATION, CUSTOMER SHALL MAINTAIN A
SETTLEMENT ACCOUNT WHICH METAVANTE MAY CHARGE TO SETTLE ANY TRAILING ACTIVITY
WHICH ACCRUES PRIOR TO THE EFFECTIVE DATE OF TERMINATION (INCLUDING ANY
CHARGEBACK OF A TRANSACTION WHICH IS AUTHORIZED PRIOR TO THE EFFECTIVE DATE OF
TERMINATION).
CUSTOMER SHALL PAY TO METAVANTE FEES AT METAVANTE'S THEN-CURRENT
STANDARD RATES TO SETTLE SUCH TRAILING ACTIVITY.
BUSINESS RISK.
CUSTOMER IS RESPONSIBLE FOR ITS DECISIONS REGARDING ITS BUSINESS
RISKS (INCLUDING RISK OF CREDIT LOSSES, FRAUD LOSSES, COUNTERFEIT LOSSES, AND
FEES AND FINES FOR NONCOMPLIANCE WITH LAWS, REGULATIONS, OR VISA/MASTERCARD
RULES, IF APPLICABLE).
METAVANTE WILL PROVIDE CUSTOMER WITH CERTAIN REPORTS
(SOME IN PAPER FORM, SOME IN MICROFICHE FORM, AND/OR SOME AVAILABLE ON-LINE OR
THROUGH SOME OTHER ELECTRONIC MEDIA), INCLUDING MANAGEMENT REPORTS, BUT CUSTOMER
IS RESPONSIBLE TO REVIEW, MONITOR, AND ACT UPON INFORMATION IN SUCH REPORTS TO
MINIMIZE AND CONTROL RISKS, LOSSES, FEES, AND FINES.
CUSTOMER SHALL BE
RESPONSIBLE TO FURNISH AND PAY FOR ALL FORMS AND DOCUMENTS USED BY CUSTOMER AND
SHALL BE SOLELY RESPONSIBLE FOR THE COMPLIANCE OF SUCH FORMS, DOCUMENTS, AND
PROCEDURES WITH THE OPERATING REQUIREMENTS OF METAVANTE, NETWORK RULES AND
OPERATING REGULATIONS, IF APPLICABLE, AND APPLICABLE FEDERAL, STATE, AND LOCAL
LAWS AND REGULATIONS.
METAVANTE MAY PROVIDE SAMPLE FORMS, DOCUMENTS, AND
PROCEDURES TO CUSTOMER FOR INFORMATION PURPOSES, BUT METAVANTE MAKES NO WARRANTY
OR REPRESENTATION AS TO THE LEGALITY OR ACCURACY OF SUCH FORMS, DOCUMENTS, OR
PROCEDURES.
BIN TRANSFER.
PRIOR TO THE TRANSFER OF THE SERVICES TO CUSTOMER OR ITS DESIGNEE
UPON THE EXPIRATION OF THE TERM OF THIS AGREEMENT, CUSTOMER SHALL INFORM