Nautilus 2010 Annual Report Download - page 78

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such Credit Agreement and Account, without warranty by, or recourse or liability to the Company. Company
may deduct amounts owed to Company under this Section 6
from any amounts owed to Merchant by the
Company under this Agreement.
c.
Records and Audits .
(i)
The Company shall allow Merchant or its representatives to reasonably audit (at least once per year
during the Term and during regular business hours), such books, records and accounts and all or any part of the
Company's operations and activities as may be necessary to determine the completeness and accuracy of
Chargebacks required to be made under this Agreement (collectively, “ Company Audit Materials ”).
Merchant
shall provide the Company with reasonable prior notice before any audit. Merchant shall be entitled to make
copies and extracts from the Company Audit Materials of the Company.
(ii)
From time to time as reasonably requested by the Company, Merchant shall provide to the
Company reasonable records to allow the Company to determine the quantity and type of accounts offered by or
through Merchant to any financing source other than General Electric or its affiliates (collectively, “
Merchant
Audit Materials ”).
The Company shall provide Merchant with reasonable prior notice before any audit. The
Company shall be entitled to make copies and extracts from the Merchant Audit Materials of Merchant and
subject to the confidentiality and other provisions of this Agreement. Merchant shall obtain, review, and use any
Merchant Audit Materials solely for the purpose of ascertaining the quantity and types of accounts offered
through Merchant to any financing source other than General Electric or its affiliates.
d.
The terms and provisions of this Section 6 shall survive the termination of this Agreement.
Section 7. Electronic Transmission & Records.
Data, records and information shall be transmitted and maintained as described below.
a.
Transmission of Data
. With the exception of Telephone Applications, in lieu of depositing paper Disclosure
Statements, Sales Slips and Credit Agreements with Company, Merchant shall transmit to Company, by
electronic transmission or other form of transmission designated by Company all data required by this
Agreement to appear on Disclosure Statements, Credit Agreements and Sales Slips. All data transmitted shall be
in a medium, form and format designated by Company and shall be presorted according to Company's
instructions. Any errors in such data or in its transmission shall be the sole responsibility of Merchant. The
means of transmission indicated above in this Section 7
or other means approved by Company, shall be the
exclusive means utilized by Merchant for the transmission of Disclosure Statements, Credit Agreements and
Sales Slips transaction data to Company. Merchant shall use a secure line for communicating with Company.
b.
Receipt of Transmission
. Upon successful receipt of any transmission, Company shall review such
transmission and, if required, pay Merchant in accordance with this Agreement, subject to subsequent review and
verification by Company and to all other rights of Company and obligations of Merchant as set forth in this
Agreement. Merchant agrees to deliver upon demand by Company a duplicate of any prior transmission, at the
expense of Company, if such demand is made within forty-five (45) calendar days of the original transmission.
c.
Records
. Merchant shall maintain the actual paper Sales Slips, Credit Agreements, Disclosure Statements,
Verbal Recordings, and other records, including recordings of telephone applications and