Client Reversal LOA

CLIENT REVERSAL LOA

RECITALS

Client Name:   Service Provider:

WHEREAS, Client entered into one or more transactions or instructions with Service Provider that resulted in an executed charge, payment, transfer, or posting that Client now requests be reversed, corrected, or otherwise remediated; and

WHEREAS, Service Provider is willing to accept limited authorization from Client to effect a reversal or adjustment on the terms set forth in this Letter of Authorization ("LOA"), subject to review, lawful authority, and applicable system or network rules; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

AUTHORIZATION DETAILS

Account/Reference Number:

Transaction Identifier(s):

Requested Reversal Amount:   Currency:

Reason for Reversal:
Duplicate charge Processing error Unauthorized transaction Other

If Other, describe:

SCOPE OF WORK

Service Provider shall use commercially reasonable efforts to initiate and pursue reversal, correction, credit, or adjustment actions with the relevant processing systems, counterparties, and internal records as necessary to effect the requested remedy. Service Provider's obligations are limited to the actions described in this LOA and do not include legal representation, dispute arbitration, or guaranty of outcome.

PAYMENT TERMS

Processing Fee (if any):

Late Payment Fee:   Collection Costs Recoverable:

TERM AND TERMINATION

Term Start Date:   Term End Date:

Termination for Convenience: Either party may terminate this LOA upon written notice delivered to the other party at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon material breach by the other party that remains uncured after ten (10) days' written notice, or immediately where continued performance would violate law or material third-party rules.

CONFIDENTIALITY

Each party acknowledges that information exchanged in connection with this LOA may be confidential. During the term and for a period of years thereafter, the receiving party shall (a) protect confidential information with at least the same degree of care it uses to protect its own confidential information, (b) use such information only to perform its obligations under this LOA, and (c) not disclose such information except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Notwithstanding the foregoing, disclosure required by law or valid subpoena is permitted provided the disclosing party gives prompt notice to the other party and cooperates in any lawful effort to limit or protect the disclosure.

AUTHORIZATIONS, REPRESENTATIONS & WARRANTIES

Client represents and warrants that it is authorized to request the reversal described herein, that the information provided is true and correct, and that the reversal will not violate any applicable law or third-party right. Client authorizes Service Provider to act on its behalf solely to the extent necessary to effect the reversal described in this LOA.

Client agrees to indemnify and hold harmless Service Provider from and against any losses, claims, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from Client's misrepresentations, unauthorized requests, or claims subject to recovery by a third party, except to the extent caused by Service Provider's gross negligence or willful misconduct.

LIMITATIONS; NO GUARANTEE

Service Provider does not warrant that any reversal request will be accepted by processors, banks, or other counterparties. Service Provider's obligations are ministerial and limited to submission and reasonable follow-up; Service Provider is not liable for a refused or delayed reversal except for direct losses caused by Service Provider's gross negligence or willful misconduct.

GOVERNING LAW

This LOA shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Each party submits to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising hereunder.

ENTIRE AGREEMENT

This LOA, together with any exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

MISCELLANEOUS

No amendment or modification of this LOA will be effective unless in writing and signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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