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card networks (e.g. card network rules, PCI-DSS, NACHA and EFTA, and bank <br />card merchant rules and regulations) The Client agrees to fully cooperate with <br />MSB and take reasonable and appropriate steps to help ensure applicable <br />compliance with above referenced rules and requirements. Additionally, the Client <br />agrees to fully assist and cooperate with MSS as needed to ensure that MSB may <br />comply with its obligations under any contracts with its processor or merchant bank <br />or under any other industry laws, rules or standards. <br />In the event of any changes to laws, regulations, rules, standards, or other material <br />changes impacting compliance, pricing, or operations (including changes imposed <br />upon MSB by its contracted processor, merchant bank or gateways, as well as those <br />required or imposed by the credit card industry, card networks, etc.) that impact this <br />Agreement, the Services or the cost thereof, the Parties will work together in good <br />faith to address, resolve and/or comply with those changes. If the parties cannot <br />agree on any such resolution and continuation of the Services by MSB becomes <br />impossible or impracticable, then MSB may promptly suspend services or terminate <br />this Agreement. <br />MSB does not review or validate the accuracy or integrity of any of the account <br />information (including the personal information or the amounts due or related <br />account or payment data) that is interfaced or otherwise made available or provided <br />to MSB from either the Client or its software providers. MSB shall not be liable for <br />any incomplete, incorrect or inaccurate account information (or for delays or <br />interruptions in the transmissions or access to said account information). <br />D. Agent of the Pavee: Client acknowledges that MSB is acting as its agent, <br />processing payments for and on behalf of the Client in the Client's name. MSB <br />shall hold all funds from processed payments in a trust or custodial account in the <br />Client's name, for the exclusive benefit of the Client and to be promptly transmitted <br />and settled to the Client in accordance with Exhibit A; such funds shall not be <br />commingled with MSB's general assets. Payments are considered received by the <br />Client when they are received by MSB, to the full benefit of the consumer / payor <br />(subject to reasonable timelines for updating account balance information). For the <br />avoidance of doubt, nothing in this paragraph shall be construed to prevent MSB <br />from receiving or accessing its compensation pursuant to Exhibit B. <br />E. Chargebacks& Third -Party Assessments: Client acknowledges that they are solely <br />liable and responsible for any chargebacks, or any other payments that are in any <br />way reversed or recalled for any reason, along with any other charges or fees <br />associated therewith. Client will also be solely liable and responsible for.all <br />amounts imposed or assessed to MSB in connection with this Agreement by third - <br />parties such as, but not limited to, MSB's processor, member/merchant bank, and <br />card network associations to the extent that such amounts are a direct result of <br />Client's non-compliance with Section VI(C) of this Agreement. In the event MSB <br />pays or otherwise covers the cost of the chargeback, fees, fines, or assessments, <br />then Client agrees to promptly repay MSB in full without delay or dispute (this is <br />true even if Client disagrees with or otherwise disputes the chargeback, since MSB <br />