Commerical Entity Agreement - Square Inc.

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Commercial Entity Agreement https:Hsquareup.com/l egal/cea proceeding shall be commenced by or against Seller in any court of competent jurisdiction seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator, or the like of Seller, or of all or any substantial part of the assets, domestic or foreign, of Seller, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an order granting the relief requested in such case or proceeding against Seller (including, without limitation, an order for relief under the Bankruptey Code) shall be entered; (d) any Card Brand notifies Paymentech or Member that it is no longer willing to accept Seller's Transaction Data or requires Paymentech or Member to terminate or limit this Agreement; (e) Seller or any person owning or controlling Seller's business is listed in one or more databases of terminated or high risk Sellers maintained by the Card Brands; or (f) Seller engages in conduct that creates or could tend to create harm or loss to the goodwill of any Card Brand, Paymentech, or Square, or which otherwise may impose undue risk of harm to any Card Brand, Paymentech or Square. Notwithstanding any termination of this Agreement, those terms which by their nature are intended to survive termination (including without limitation, indemnification obligations and limitations of liability) shall survive. Termination does not affect either party's respective rights and obligations under this Agreement as to Transaction Data submitted before termination. 5. Indemnity. Paymentech agrees to indemnify and hold Seller harmless from and against all losses, liabilities, damages and expenses: (a) resulting from any breach of any warranty, covenant, or agreement or any misrepresentation by each of us under this Agreement; or (b) arising from our or our employee's gross negligence or willful misconduct in connection with this Agreement, Seller agrees to indemnify and hold Paymentech harmless from and against all losses, liabilities, damages and expense: (a) resulting from any breach of any warranty, covenant or agreement or any misrepresentation by Seller under this Agreement; (b) arising out of Seller's or its employees' negligence or willful misconduct in connection with Transactions or otherwise arising from Seller's provision of goods and services to Customers; (c) arising out of Seller's use of the Square Service; of (d) arising out of any third party indemnifications Paymentech is obligated to make, or liabilities or other obligations Paymentech may incur, as a result of Seller's actions (including indemnifications of or liabilities to, any Card Brand or Card -issuing bank). 6. Information About Seller's Business. 6.1 Additional Financial Information. Upon three (3) days' written notice at any time, Seller agrees to furnish to Square and/or Paymentech such financial statements and financial information as Square and/or Paymentech may request relating to Seller, Seller's creditworthiness and/or Seller's ability to fulfill its financial and other obligations under this Agreement. 6.2 Audit Rights. With prior notice and during Seller's normal business hours, Paymentech's duly authorized representatives may visit Seller's business premises and may examine Seller's books and records that pertain to Seller's Transactions or Seller's compliance with this Agreement. 6 of 23 7/13/2018, 10:16 AM