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Commercial Entity Agreement
<br />lit(ps.,Hsquai-eup.com/legal/cea
<br />This Agreement may be terminated by WFMS at any time based on a breach of any of Seller's obligations
<br />under this Agreement or the Seller Agreement, or based on the termination of the payment processing
<br />relationship between Square and WFMS. In addition and without limiting the generality of the foregoing,
<br />WFMS may terminate this Agreement at any time upon written notice to Seller as a result of any of the
<br />following events: (a) irregular Transactions by Seller, excessive Chargebacks, or any other circumstances
<br />which, in WFMS's discretion, may increase WFMS's or Member's exposure for Seller's Chargebacks or
<br />otherwise present an unreasonable anticipated financial, reputational, or legal risk to WFMS; (b) Seller fails
<br />in any material respect in performance or observance of any term, covenant, condition, or agreement
<br />contained in this Agreement or the Seller Agreement, including, without limitation, the funding or
<br />establishing of any reserve account which Square may require; (c) a case or other proceeding shall be
<br />commenced by or against Seller in any court of competent jurisdiction seeking relief under the Bankruptcy
<br />Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization,
<br />winding up, or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator, or the like of
<br />Seller, or of all or any substantial part of the assets, domestic or foreign, of Seller, and such case or
<br />proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an order granting
<br />the relief requested in such case or proceeding against Seller (including, without limitation, an order for relief
<br />under the Bankruptcy Code) shall be entered; (d) any Card Brand notifies WFMS or Member that it is no
<br />longer willing to accept Seller's Transaction Data or requires WFMS or Member to terminate or limit this
<br />Agreement; (e) Seller or any person owning or controlling Seller's business is listed in one or more databases
<br />of terminated or high risk Sellers maintained by the Card Brands; or (f) Seller engages in conduct that creates
<br />or could tend to create harm or loss to the goodwill of any Card Brand, WFMS, or Square, or which
<br />otherwise may impose undue risk of harm to any Card Brand, WFMS or Square. Notwithstanding any
<br />termination of this Agreement, those terms which by their nature are intended to survive termination.
<br />(including without limitation, indemnification obligations and limitations of liability) shall survive.
<br />Termination does not affect either party's respective rights and obligations under this Agreement as to
<br />Transaction Data submitted before termination.
<br />S. Indemnity
<br />Seller agrees to indemnify and hold WFMS harmless from and against all Iosses, liabilities, damages and
<br />expense: (a) resulting from any breach of any warranty, covenant or agreement or any misrepresentation by
<br />Seller under this Agreement; (b) arising out of Seller's or its employees' negligence or willful misconduct in
<br />connection with Transactions or otherwise arising from Seller's provision of goods and services to
<br />Customers; (c) arising out of Seller's use of the Square Service; of (d) arising out of any third party
<br />indemnifications WFMS is obligated to make, or liabilities or other obligations WFMS may incur, as a result
<br />of Seller's actions (including indemnifications of or liabilities to, any Card Brand or Card -issuing bank).
<br />6. Information About Seller's Business.
<br />6.1 Additional Financial Information.
<br />Upon three (3) days' written notice at any time, Seller agrees to furnish to Square and/or WFMS such
<br />financial statements and financial information as Square and/or WFMS may request relating to Seller,
<br />Seller's creditworthiness and/or Seller's ability to fulfill its financial and other obligations under this
<br />Agreement.
<br />6.2 Audit Rights.
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