1. Obligations Of Partner:

• Partner shall provide Provider a complete data file of all Partner Merchants eligible for Services.
• Partner has no obligation to reference Provider as the vendor of the Services and may privately label the Services if desired for an additional fee.
• Provider shall not directly communicate with any Partner Merchant with respect to any product offerings of Provider (other than for Services) without the prior written consent of Partner. All Partner Merchants who request additional accounts or related goods and services shall be referred to Partner for providing said items.
• in addition, it is understood that the Approved Scan Vendor (ASV) or Provider shall have the right to contact the Partner Merchants should such contact be required for completion of scans and/or based on other Payment Brand mandates./li>
• Partner also agrees to designate an individual as the authorized contact person on the "set up binder" to receive, review, prepare, and approve work applicable to the Services and data uploading of the MIDs on at least a monthly basis for monthly billed Partner Merchants and on an annual bases for annual billed Partner Merchants.
• Partner also agrees and understands that full authority is granted to the Partner to assist the Merchants in completing their PCI requirements on the Portal. Therefore, any assistance provided by Partner to the Merchant including but not limited to the entire completion of SAQ selection and/or completion is completed at Partners full risk and liability even if tools are available by Provider it is Partners responsibility to use such tools correctly. Also the loading, disabling, and/or errors or omissions of Merchant or Merchant data due to Partners action or inaction are Partner’s sole liability as Provider has no access to validate or invalidate such data on Partner’s behalf
• Partner shall also promptly provide up to date data, original logo art graphics, and other required electronic submissions as reasonably requested by Provider within a reasonable time frame as to complete the set-up of the Portal.

2. Obligations Of Provider:

Provider will designate an individual or a team of individuals who has the authority to review and approve data for uploads, accept orders for Services to be provided by Provider to a Partner Merchant (collectively, “Orders”) and any other work as presented monthly. Provider will notify Partner on the acceptance of such Orders and until that time of acceptance Provider has no obligation to fill that Order. Provider shall also store Partner Merchant’s SAQ and certificates for scanning as per PCI DSS compliance requirements for a minimum of one (1) year or as required by the Payment Brand rules.

3. Fees:

Services rendered under this T & C’s are subject to fees payable by Partner as set forth in the Agreement and its Exhibits. These Exhibits may be amended only as agreed by either parties via facsimile or mail from time to time, with no less than sixty (60) days prior written notice. Pricing is inclusive of basic support, training, and general consulting, and loading for Partner Merchants. A written quote will be provided prior to any additional work being completed, should such additional design work be requested by Partner.

4. Billing:

It is further agreed that any MID loaded to the Portal shall be billed for a minimum of one calendar year. Partner may disable the MID’s ability to view their account Portal prior to the completion of this one year period but the Service shall maintain that MID data for no less than one year even if in disabled status. No credit shall be given for any disabled, cancelled, or deleted MIDs on the Portal as all Services are considered to be annual licenses regardless of billing model chosen by Partner (whether monthly or annual). MIDs that are deactivated at Partner’s direction will not be credited but this action will disable Partner Merchant’s ability to login to the Portal. Terminated MIDs identified one month prior to the next billing period will remove that MID from the next cycle for billing, however, any partial period or unused portion of the Service shall not be credited. Any MID on the Portal during the calendar month for any period of time triggers billing for that MID for that calendar month. MIDs not removed prior to the next billing period shall be renewed for a new period and likewise will not be credited. Any MID which utilizes a self-payment module shall have access open until such a time that the Services are provided for the full term paid by the Merchant.

5. Electronic Transmission:

• Electronic transmission and approval of Orders are deemed to satisfy any legal formalities.
• Neither Party will contest the validity or enforceability of any such electronic transmission under any applicable statute of frauds
• Computer-maintained records when produced in hard copy form constitute business records and have the same validity as any other generally recognized business records.

6. Billing Correction and Acceptance Of Orders:

• A monthly invoice shall be provided for the prior month’s activity on approximately the tenth (10th) of each calendar month. The billing will be deemed applicable upon review by Partner. Billing shall be via delivery of electronic mail (email) sent to the Partner’s designated billing contact.
• Partner shall have until the sixteenth ( 16th) calendar day of that month to request adjustments prior to billing. The ACH collection shall be transmitted for the prior month’s activity on the twenty first (21st) of each month. Should the twenty first (21st) calendar day fall on a weekend or bank holiday, then, the due date (ACH billing date) shall be that next business day. Should Partner, upon review of the invoice provided by Provider note potential errors or discrepancies then that invoice shall be deemed disputed.
• It is agreed that any disputed amount over one thousand dollars ($1,000) on that billing period shall suspend collection of the billing for seven (7) additional business days or until approximately the twenty eighth (28th) of the calendar month. Only the undisputed portion shall be billed on the billing date. The disputed portion of the invoice shall not be billed until a resolution is made before the end of that calendar month. If it is determined by the Parties that resolution cannot be made on the invoice prior to the time frame defined herein, then the invoice shall remain unpaid until the next monthly billing period. Disputes fewer than one thousand dollars ($1,000) shall bill as invoiced and adjustments (if any) shall be made in the next billing period. If any Services contain errors or otherwise do not conform to specifications as set herein or should such an error or nonconformance not be attributable to any act or omission of Partner, its customers, employees, or their agents, Provider will correct the deficiencies within a mutually agreed upon time period at no additional cost to Partner. This correction shall be provided only should Partner notify Provider of such error or deficiency within sixty (60) days of discovered error or omission.

7. Statements and Late Payments:

Statements are to be paid in full as defined herein. Partner shall execute an ACH billing method to be used for payment of invoices upon execution of Agreement. Should accounts become overdue or ACH collection be disrupted for any reason, then an additional service charge of thirty-five dollars ($35.00) or one and a half percent (1.5%) shall be added to the unpaid balance whichever is greater per month. These costs (if any are calculated) shall be added to Partner’s invoice principal amount and be subject to the monthly service charge. Should undisputed amounts payable hereunder go beyond forty-five (45) days past due, then access to Portals, logins, and compliance tools may be suspended, or Merchant’s will be set to “self-payment” where they will be instructed to use a credit card for Services, either as to be determined at Provider’s sole discretion. Should payment be beyond the forty-five (45) days past due then at Providers sole discretion additional services such as but not limited to Full Support or Breach Protection shall be terminated. If collection action is initiated, then Partner agrees to pay any and all of Provider’s reasonable expenses associated with such collection efforts.

8. Confidentiality:

The Parties acknowledge that in their performance of their duties hereunder either Party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Services and the know-how, technology, techniques, or business or marketing plans related thereto (collectively, the "Confidential Information") all of which are confidential and proprietary to, and trade secrets of, the disclosing Party. Confidential Information does not include information that:

• Is public knowledge at the time of disclosure by the disclosing Party
• Becomes public knowledge or known to the receiving Party after disclosure by the disclosing Party other than by breach of the receiving Party's obligations under this section or by breach of a third party's confidentiality obligations
• Was known by the receiving Party prior to disclosure by the disclosing Party other than by breach of a third party's confidentiality obligations
• Is independently developed by the receiving Party.

As a condition to the receipt of the Confidential Information from the disclosing Party, the receiving Party shall:

• Not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing Party's Confidential Information.
• Not use the disclosing Party's Confidential Information in any fashion except to perform its duties hereunder or with the disclosing Party's express prior written consent.
• Disclose the disclosing Party's Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving Party's internal business purpose
• Take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in these T & C’s.
• Take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. The receiving Party shall promptly notify the disclosing Party of any unauthorized disclosure or use of the Confidential Information. The receiving Party shall cooperate and assist the disclosing Party in preventing or remedying any such unauthorized use or disclosure.

9. Ownership Of Materials:

Partner acknowledges that Provider is engaged in the business of providing Services and similar deliverables to various clients and that this arrangement is not exclusive to Partner. Provider retains all ownership, right, title and interest in all works made by Provider for Partner, or any customer of Partner, excluding any Confidential Information of Partner or its customers. Partner retains all rights to data provided by Partner or its customers and any data and portions of deliverables based thereon provided all payments for Services are paid in full. Notwithstanding the foregoing, all right, title and interest in and to:

• All copyrights, trademarks, trade secrets, inventions, proprietary processes and other intellectual property of Provider, including software, source code, the look and feel of websites, training and implementation methodologies, documentation, databases, and other materials, regardless of media or form, which were created or conceived by Provider or its agents prior to the date hereof, and any works based thereon, will remain the property of Provider or its vendors.
• All document templates, proprietary document formats, structures and designs, boilerplate language and narrative portions of deliverables that are not compilations of customer data, whether created before or after the date hereof, will remain the property of Provider.