Credit Card Authorization Mandate

CREDIT CARD AUTHORIZATION MANDATE

This Credit Card Authorization Mandate (the "Mandate") is made and entered into on Effective Date: by and between Merchant Name: , with principal place of business at Merchant Address: and Cardholder Name: , Billing Address: .

RECITALS

WHEREAS, Merchant provides goods and/or services to customers and requires authorization from Cardholder to charge a credit or debit card on terms set forth herein; and

WHEREAS, Cardholder desires to authorize Merchant to initiate charges against the card account designated below for payment of invoices, recurring fees, refunds or adjustments consistent with the scope of this Mandate.

WHEREAS, the parties intend that this Mandate serve as a written authorization to allow Merchant and its processors to debit the designated card under the terms set forth below.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. AUTHORIZATION

Cardholder hereby authorizes Merchant, its agents, affiliates and payment processors to charge the card account identified in Section 2 (the "Card Account") for amounts owed to Merchant, including but not limited to one-time charges, recurring charges, fees, taxes, and refunds or adjustments related to Merchant's services. This authorization constitutes a continuing authorization until revoked in accordance with Section 5.

2. CARDHOLDER AND CARD ACCOUNT DETAILS

3. PAYMENT TERMS AND SCOPE

Cardholder authorizes the following payment arrangement (select and complete as applicable):

4. REPRESENTATIONS AND WARRANTIES

Cardholder represents and warrants that Cardholder is the authorized signatory of the Card Account, that the information provided in this Mandate is true and correct, that Cardholder authorizes the charges described herein, and that Cardholder will notify Merchant promptly of any changes to the Card Account or termination of authority.

5. CANCELLATION AND REVOCATION

Cardholder may revoke this authorization at any time by delivering written notice to Merchant in accordance with the Notices provision below. Revocation does not affect charges already submitted pursuant to this Mandate prior to Merchant's receipt of notice and reasonable opportunity to act on such notice.

6. LIABILITY, INDEMNITY AND CHARGEBACKS

Merchant shall use commercially reasonable procedures to submit authorized charges to the card network. Cardholder agrees to indemnify and hold Merchant harmless from any claim, loss or liability arising out of Cardholder's breach of this Mandate or Cardholder's negligence. Cardholder acknowledges that disputed transactions may be subject to chargeback by the card issuer; Cardholder agrees to cooperate with Merchant to resolve disputes in good faith.

7. DATA SECURITY

Merchant represents that it will maintain reasonable administrative, technical and physical safeguards designed to protect Card Account information and to comply with applicable card brand rules and accepted data security practices. Merchant may retain card details only to the extent necessary to effectuate the payment authorization and any recurring charges authorized herein.

8. NOTICES

All notices required or permitted under this Mandate must be in writing and delivered to the contact information provided below. Delivery by electronic mail shall be effective upon actual receipt.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Mandate may be amended only by a written instrument duly executed by both parties. No failure or delay by either party in exercising any right under this Mandate shall operate as a waiver thereof. This Mandate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

10. GOVERNING LAW

This Mandate shall be governed by and construed in accordance with the laws of the jurisdiction selected by Merchant and Cardholder: Governing Jurisdiction: , without regard to conflict of laws principles.

11. ENTIRE AGREEMENT

This Mandate, together with any exhibits or schedules expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether oral or written.

12. SEVERABILITY

If any provision of this Mandate is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. CERTIFICATION AND ACKNOWLEDGEMENT

By signing below, Cardholder certifies that Cardholder has read and understood the terms of this Mandate and authorizes Merchant to charge the Card Account consistent with this Mandate. Cardholder acknowledges receipt of a copy of this Mandate and agrees that an electronic or facsimile signature has the same force and effect as an original signature.

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