PAYS MERCHANT AGREEMENT

This Subscription Agreement (“Agreement”) is entered into as of the "Effective Date", between PAYS (Business Operating System LLC) with offices located at Financial District, 1 Market St 36th floor, San Francisco, CA 94105 (“PAYS” “Provider” “We” “Us” “Our”) and customer/merchant. (the "Customer" “You” “Your”) relating to Customer’s use of the Services defined herein. Please read this Agreement carefully. Your use of the Services is expressly conditioned on your acceptance of this Agreement. BY EXECUTING THIS AGREEMENT, THE CUSTOMER AGREES TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT AND THE CUSTOMER IS PERMITTED TO PROCEED TO ACCESS THE SERVICES. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, PROVIDER IS UNWILLING TO GRANT CUSTOMER ANY FRIGHTS TO USE THE SERVICES, AND CUSTOMER MUST STOP INSTALLING AND ACCESSING THE SERVICES. This Agreement sets forth the terms under which PAYS will provide Customer with access to and use of a certain proprietary web-based software-as-a-service application “PAYS” which is a cloud-based restaurant management software company. The company provides an all-in-one point of sale system built on the Android operating system. (the “Services”). 1. Definitions. Aggregated and Anonymized Data. During and after the term of this agreement, PAYS may use all aggregated and anonymized data within the Services that does not contain protected health information (PHI) for purposes of enhancing the Services, aggregated statistical analysis, technical support, and other business purposes. “3rd Party” or “3rd Parties” means any person or entity including contractors not employed by Customer that are authorized by Customer to enter data, content or information into the Services or that provides Data to Customer to upload, import or process by means of the Services. “Administrator Users” means the Authorized User(s) designated by Customer who are responsible for administering the Services and who are issued an Administrator login by PAYS or Customer. “Agreement” means these terms and conditions, the Exhibits attached hereto and any other statements of work, exhibits or appendices thereto, whether attached or incorporated by reference. “Authorized User” means an individual that has completed the process to become an Authorized User and created user identifications and passwords. You are responsible for ensuring that your Authorized Users comply with this Agreement and interact with the Services in a manner consistent with your obligations under this Agreement. You, and not PAYS, are responsible for the acts and omissions of your Authorized Users (including breaches of this Agreement caused by your Authorized Users and 3rd parties) and any activity occurring in your Authorized User and 3rd party accounts, even if not authorized by you. Customer understands and agrees that PAYS may remove any of Customer’s users from accessing the Services if PAYS believes the User is committing an act that is detrimental to both the Services and PAYS or violating the terms of this Agreement, the Privacy Policy Agreement and Terms of Use Agreement. “Customer” means the customer legal entity that is a corporation, partnership, sole proprietorship or has executed this Agreement and is authorized to use the Services. “Customer Data” or “Data” Customer Data includes but is not limited to: any information relating to an identified or identifiable natural person defined as an identifiable person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his or her physical, physiological, mental, economic, cultural or social identity that is submitted, uploaded, imported, processed through, collected from, made available by, produced by or resulting from Customer’s use of the Services or its authorized users including administrative users, employees, managers and 3rd parties regardless of whether or not the Customer Data is owned by Customer during the Term. Customer Data may include the name, email addresses, telephone numbers and information of any person logging in to the Services or any information pertaining to Customer’s customers including information that is inputted by Customer into the Services including birth dates, social security numbers, and personally identifiable information (PII) including financial information. Customer Data is limited to personal data provided pursuant to this Agreement (i.e., Customer Data plus communications concerning the customer's subscription and use and Our sale and provision of the Services), and Our obligations to store and process Customer Data do not apply to Customer’s business contact data exchanged in routine business communications. All Customer Data has been designed, created and provided solely by Customer, its Authorized Users or by 3rd parties on its behalf without the participation or involvement of PAYS. Customer is primarily responsible for Customer Data, and for all activity in its Services accounts that is authorized by Customer or results from Customer’s acts or omissions. Customer is responsible for ensuring that it has all the rights and permissions needed to use Customer Data in connection with the Services. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Customer Data entered into the Services. PAYS assumes no responsibility for the accuracy, propriety, or usefulness to Customer of the Customer Data. Customer acknowledges that it owns all of the Customer Data or has all rights to grant such licenses to PAYS to use such Information in furtherance of providing the Services without infringement or violation of any third-party rights. PAYS shall not be liable to Customer or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any Customer Data entered into the Services by Customer or by an entity on its behalf. Customer acknowledges that PAYS will rely on the accuracy of the Customer Data provided to PAYS by Customer as it performs its requested functions under this Agreement. PAYS provides no warranties, representations or indemnification to Customer for its access to, and use of the Customer Data. Customer also understands and agrees that PAYS is not responsible in the event there is a data error that occurs within any of the servers hosting the data. It shall be the sole responsibility of Customer to back up its data and results. Customer acknowledges and agrees that PAYS shall have the right to use any data collected or created by PAYS in connection with this Agreement that: (i) is transactional or statistical data that relates to Customer’s use of the Services that does not contain PHI; and (ii) is based on or derived from Customer Data solely to the extent used in de-identified, aggregated form (collectively, “Derived Data”) that does not contain PHI. PAYS may use Derived Data for purposes of improving the Services, benchmarking, marketing and demonstrating the success of the Services and for any other purposes permitted under applicable law. In no event shall Derived Data be used in a manner that identifies an individual person or Customer as the source of the data. Customer gives consent to PAYS to use the Customer Data when integrating with third party services providers to perform services on PAYS’s behalf relating to the functionality of the Services. Customer shall retain ownership rights to all Customer Data processed under the terms of this Agreement with the exception of: (i) the personal information or data of third parties or individuals that are not parties to this Agreement; and (ii) any personal information or personal health information (PHI) protected by HIPAA. Both Customer and PAYS shall only be permitted to use and disclose Health information that does not identify an individual and with respect to which there is no reasonable basis to believe that the information can be used to identify an individual is not individually identifiable health information. PAYS shall not be liable to Customer or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any Customer Data that is entered into the Services by Customer or by an entity on its behalf. PAYS provides no warranties, representations or indemnification to Customer for its access to, and use of the Customer Data. Customer agrees to separately back up all Customer Data. Customer also understands and agrees that PAYS is not responsible in the event there is a data error that occurs within any of the servers hosting the data relating to data. It shall be the sole responsibility of Customer to back up its data and results related to all data. “Documentation” means the administrative and user manuals published by PAYS and provided by PAYS to Customer with the Services, which may be updated from time to time, but excluding any sales or marketing materials. “Electronic Communications” means any information transmitted in whole or part, electronically received and/or transmitted through the Services. “Equipment “means that Customer shall be responsible for the cost of, and for providing, its own devices to access the Services. “Statement of Work Order Form” shall mean the Order Form and mutually agreed upon Statement of Work (a “Statement of Work”) to create any derivative versions (“Deliverables”) of the Services. When both PAYS and Customer have executed an Order Form, that Order Form becomes effective, and a part of this Agreement, as of the effective date set forth therein (the “Order Effective Date”). “Sites” means the PAYS websites. “Term” has the meaning set forth in Section 10.1 below. “Third Party Integrated Services” means applications or services that are provided and managed by third party providers, and interoperate with the Services including but not limited to any third party that enables the Services to act as a conduit to send Customer Data or any type of information to the intended party. In consideration for Customer’s acceptance of and subject to the terms and conditions incorporated herein and the Privacy Policy (“Privacy Policy”) located at: https://payspos.com/privacy-policy/ as may be amended from time to time, and incorporated herein by this reference, PAYS shall provide access to the Services to Customer during the term of this Agreement. PAYS will use commercially reasonable efforts to make the Services accessible to Customer 24 hours per day, 7 days per week, subject to any downtime for maintenance, updating, and repair. Notwithstanding the foregoing, Customer acknowledges and agrees that PAYS shall have no responsibility for its inability to use the Services or access the Services due to network interruption, communications failure, or server downtime. 2. Limited Rights; Ownership 2.1. PAYS grants to Customer and Customer accepts from PAYS, a limited, revocable, non-exclusive, non-transferable right to access and use and permit Administrative Users and Authorized Users to access and use the Services solely for the internal business operations of Customer during the Term. The Services shall not be used by Customer or by Authorized Users for, or on behalf of, third parties that are not authorized under this Agreement. Customer shall use its best efforts to ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement. Customer acknowledges that its right to use the Services will be conditioned upon: (i) Customer’s payment of the Fees associated with using the Services; (ii) the Services being web-based only and will not be installed on any servers owned or controlled by Customer or otherwise provided to Customer without PAYS's consent; and (iii) Customer’s use of the Services requires Customer’s exclusive use of the Processing Services provided by a PAYS-approved processing service provider (a "PAYS Processing Partner"), at all times. For the term of this Agreement, Customer is obligated to use a PAYS Processing Partner. Customer agrees not to use credit, debit, electronic payment, or gift card processing services from any provider except a PAYS Processing Partner. By entering into this Agreement, and as a condition precedent to PAYS offering the Services to Customer, Customer agrees to enter into a Merchant Processing Agreement with a PAYS Processing Partner. Nothing in this Agreement shall be deemed or construed to limit, in any way, PAYS’s rights to use or license the Software to others, in any manner or for any purposes during the term of this Agreement. The Services shall not be used by Customer or by Authorized Users for, or on behalf of, third parties that are not authorized under this Agreement. Customer shall use its best efforts to ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement. Customer acknowledges that its right to use the Services will be conditioned upon: (i) Customer’s payment of the Fees associated with using the Services; and (ii) the Services being web-based only and will not be installed on any servers owned or controlled by Customer or otherwise provided to Customer without PAYS's consent. Nothing in this Agreement shall be deemed or construed to limit, in any way, PAYS’s rights to use or license the Software to others, in any manner or for any purposes during the term of this Agreement. Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound. You warrant that (i) You have the legal right and ability to enter into this Agreement, (ii) You have all necessary rights, licenses, consents and permissions to use Your Data with the Services, (iii) Your billing information is correct, (iv) You are not a competitor of Us, or someone acting on behalf of a competitor, and (v) Your use of the Services will not violate or breach any applicable laws, regulations or agreements or unreasonably interfere with Our other customers’ use of Our services. You further warrant that you understand that all laws applicable to this Agreement, including those governing data and privacy, may change on a regular basis and vary by jurisdiction, and You are solely responsible for compliance with any and all applicable laws and regulations. You and any Users cannot exceed the number of Users for which You have contracted for. You may reassign licenses to new Users only for the purpose of replacing terminated Users. You agree not to take any action(s) inconsistent with Our ownership interests. Any and all suggestions, ideas, enhancement requests, feedback, recommendations or other similar information provided by You (the “Suggestions”), as well as all improvements, updates, modifications or enhancements, whether made, created or developed by Us or otherwise relating to the Services (the “Revisions”), are and will remain Our property. No Suggestions or Revisions provided by You shall be construed to grant You any rights or licenses in and to Our Intellectual Property Rights or such Suggestions and Revisions. All Suggestions and Revisions shall become Our sole and exclusive property and We reserve the right to use the Suggestions and Revisions in or for any manner or purpose whatsoever. Intellectual Property Infringement. If We or any of Our customers are faced with a claim that the Services infringe on the Intellectual Property Rights of a third party, and using commercially reasonable standards, we are unable to obtain the right to use the infringing element on commercially reasonable terms or modify the Services such that they do not infringe on such third party’s rights, then We may terminate the Services on reasonable advance notice to You, not to be less than ninety (90) days. You acknowledge that You are only entitled to a refund of any amounts paid to Us by You for Services not provided as of the date of such termination. 2.2. Authorized Users. Passwords, Access, and Notification. Customer, through its Administrator, shall authorize access to and assign unique passwords and user names for all employees authorized to access the Services. Authorized User logins are for designated Authorized Users and cannot be shared or used by more than one Authorized User. Customer will be responsible for the confidentiality and use of Authorized User’s passwords and user names. PAYS will act as though any Electronic Communications it receives under Customer’s passwords, user name, and/or account number will have been sent by Customer. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall promptly notify PAYS of any unauthorized access or use of the Services and any loss or theft or unauthorized use of any Authorized User’s password or name and/or Services account numbers. 2.3. Use of the Services. Customer is responsible for all activities and Electronic Communications conducted by its authorized users and third parties on its behalf and for its Authorized Users’ and third parties’ compliance with this Agreement, including the content of all Customer Data. Customer will not: (a) sell, lease, license or sublicense the Services; (b) introduce into or transmit through the Services any virus, worm, trap door, back door, and other harmful or malicious code, files, scripts, agents, or programs; (c) transmit or store infringing material in the Services; (d) send any Electronic Communication from the Services that is unlawful, harassing, libelous, defamatory or threatening. Except as permitted by this Agreement, no part of the Services may be copied, republished, displayed in any form or by any means. Customer agrees not to access the Services by any means other than through the interfaces that are provided by PAYS. Content and Conduct. You agree not to: (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) falsely imply any sponsorship or association with PAYS; (c) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (d) attempt to bypass or break any security or rate limiting mechanism on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; (e) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; (f) to the extent You are subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (HIPAA), use the Services to store or transmit any “protected health information” as defined by HIPAA, unless expressly agreed to otherwise in writing by PAYS; (g) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; or (h) launch or facilitate, whether intentionally or unintentionally, a level of traffic on any of the Services, or engage in any other conduct that materially and adversely impacts the security, availability, or stability of the Services. You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content and Your Applications, including any viruses, Trojan horses, worms or other programming routines contained in Your Content or Your Applications that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data. 2.4. Third Party Integrated Services. PAYS allows third party vendors, service providers, software developers and information systems companies to provide applications, websites and/or features via the PAYS Products that interoperate with the Products including but not limited to any third party (the “Integrated Services” and “Integrated Services Providers”). The Integrated Services enables the Products to act as a conduit to send Customer Data or any type of information to the Integrated Services Provider to assist the Products in collecting data and information from Customer: (i) to identify opportunities in the data to be utilized by Customer while using the Products; (ii) to make improvements to the software underlying the Products; and (iii) to measure Key Performance Indicators (KPIs) related to specific areas of the Data. PAYS offers Integrated Services by either i) licensing technology from a third-party Integrated Services Provider and embedding it in the Products; or ii) establishing a connection or conduit with a third-party Integrated Services Provider’s software platform or information system enabling the Products to send Customer Data or any type of information to the third-party Integrated Services Provider. (i) and (ii) are collectively the “Embedded Technology”). Customer consents to use Embedded Technology with the Products. Customer also consents to and acknowledges that any third parties offering Embedded Technology may have access to, store, transmit or care for sensitive and confidential customer data or information. PAYS is not responsible or liable for any aspect of any Integrated Services or Embedded Technology that Customer may procure or connect to through use of any of the Products or any interoperation, descriptions, promises, or other information related to the foregoing. PAYS is also not responsible or liable for any interoperation, descriptions, promises, or other information related to any Integrated Services or Embedded Technology. Customer agrees that PAYS may enable such third-party providers to access Customer Data for the interoperation of such Integrated Services or Embedded Technology with the Products, and any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third-party provider pursuant to a separate privacy policy or other terms governing Customer’s access to or use of the Integrated Services or Embedded Technology. 2.5. Integrated Services. Customer acknowledges that: (i) in order to use certain Integrated Services, there may be additionally applicable terms and conditions including those which may establish a direct contractual relationship between Customer and an Integrated Services provider; and (ii); Uptime, availability and support of Integrated Services may be provided by an Integrated Services provider and not PAYS. Customer agrees PAYS may allow the provider of such Integrated Services to have access to, store, transmit or care for sensitive and confidential customer data or information as required for the interoperation of that Integrated Service with the PAYS Products. PAYS shall not be responsible or liable for any damages suffered by Customer related to the disclosure, modification or deletion of Customer Data resulting from any such access to Customer Data by any Third-Party Integrated Services providers. PAYS does not warrant or support Integrated Services, except as specified in a specific addendum to this Agreement related to the Integrated Service. Embedded Technology will be used among other ways to collect data and information from Customer: (i) to identify opportunities in the data to be utilized by Customer while using the Products; (ii) to make improvements to the software underlying the Products; and (iii) to measure Key Performance Indicators (KPIs) related to specific areas of the Data. PAYS has no duty to verify the accuracy or reliability of all such Data and information collected by the Embedded Technology or the data measured by KPIs. PAYS shall not be liable for any loss, damage or expense whatsoever arising from any breach or error, loss or damage caused by a Third-Party Integrated Services Provider or for any damages claimed suffered by Customer or any third party related to their reliance on the collection of data and information by the Embedded Technology or measured by KPIs. 2.6. Hosting Center Facilities. The hosting center facilities supporting the Services, all related Applications and the Third-Party Integrated Services where applicable and delivered by PAYS for usage by the Customer shall be provided for and managed by a third party (the “Third Party Services”) not a party to this Agreement. PAYS shall not be liable in respect of any breach or error in delivery, loss, damage or interruption to the Services, or Third-Party Integrated Services during the Term of this Agreement caused by the third party. Customer shall immediately notify PAYS, in writing of any such error, loss, breach, damage or interruption. PAYS shall not be liable for any loss, damage or expense whatsoever and howsoever arising from any breach or error, loss, damage, defect or interruption to the Services caused by the third party Services. 2.7. Security. Each party will use commercially reasonable measures to maintain and enforce physical and logical security procedures to prevent unauthorized access to and/or use of the Services and the Customer Data. PAYS will use commercially reasonable measures to secure and defend the Services against “hackers” and others who may seek to modify or access the Services or the Customer Data without authorization. PAYS will use commercially reasonable efforts to remedy any breach of security or unauthorized access. PAYS shall not be responsible or liable for the disclosure of or unauthorized access to Customer Data caused by Customer, its Authorized Users, Customer’s affiliates, or the employees, third parties, agents or contractors of any of the foregoing. Customer is responsible for protecting the confidentiality and security of its account access credentials (including passwords and devices used for two-factor authentication purposes) used by Customer and its Authorized Users to access the Services. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services. If Customer becomes aware of any unauthorized use of the Services or access to Customer’s accounts, Customer will terminate such use (if practicable) and promptly notify PAYS. 2.8. Transmission of Data. The Services allows Customer to send and receive Electronic Communications and Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to use the Services. Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by PAYS. PAYS is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data across networks not owned and/or operated by PAYS, including but not limited to, the Internet and Customer’s local network. 2.9. Compliance with Laws. PAYS will comply with all applicable laws and regulations affecting the operation of PAYS's business, including any applicable export restrictions and data protection laws. Customer will be solely responsible: (i) for compliance by Customer with all laws and governmental regulations affecting Customer’s business, (ii) for using the Services in a manner to assist it in complying with same, and (iii) the content and accuracy of all reports and documents prepared in whole or in part by using the Services. Customer will review any calculations made by using the Services and satisfy itself that those calculations are correct. The Services is not a substitute for the advice of an attorney and does not include any legal, regulatory, accounting or tax advice and Customer and its affiliates will rely solely upon their own advisors with respect to any such advice. Customer agrees and acknowledges that PAYS is not a law firm, does not provide legal advice or representation, and that no attorney-Customer relationship exists or will be formed between PAYS and Customer. 2.10. Service Level Agreement (the “SLA”). We warrant 99.9% uptime for the Services and components specific to and wholly controlled by Us, excluding scheduled maintenance or upgrade time. We make no warranty of the platforms that Our services may depend upon AWS. For any period that the SLA is not met, we will provide a pro-rated refund to You for the portion of the service package affected, provided that You promptly notify Us in writing and We verify the service outage. From time to time, we may upgrade the Services infrastructure, which may require marginal downtime of the Services. We will notify Your registered administrative user by email, a minimum of seven (7) days in advance of scheduled maintenance. Support parameters (Eastern Standard Time) specific to the Services covered in this Agreement are as follows: • Telephone support: 8:00 A.M. to 5:00 P.M., Monday – Friday EST; • Calls received outside of office hours will be forwarded to a mobile phone and best efforts will be made to respond to the call. Note that there will be a backup answer phone service as well; • Email support: Monitored 8:00 A.M. to 5:00 P.M. Monday – Friday EST; and • Emails received outside of office hours will be collected; however, no action can be guaranteed until the next working day. • Service Requests. In support of the Services outlined in this Agreement, we will respond to service-related incidents and/or requests submitted by You within the following time frames: 0-8 hours (during business hours) for issues classified by Us as High priority; Within 48 hours for issues classified by Us as • Medium priority; and Within 5 working days for issues classified by Us as Low priority. 2.11. Maintenance and Support for Services. PAYS will provide Maintenance and Support for the Services. Customer shall seek support with questions it might have through the Services. Also, Customer understands and agrees that any documents, images, explanation about the PAYS platform, code, formatting or business processes, i.e., the manner in which PAYS conducts its business (PAYS Property”) contained in any documents in the portal or through calls/discussions Customer has with any employee and/or agent of PAYS are deemed to be confidential information pursuant to Paragraph 4.1 and are all owned exclusively by PAYS. Customer shall also be prohibited from making copies, printing or downloading all such PAYS Property from the portal at any time. This includes Customer being prohibited from taking any pictures or videos of all such PAYS Property. And, Customer shall also be prohibited from disclosing any PAYS Property to any third parties. 2.12. Implementation Services. Implementation and training services will be performed in accordance with PAYS’s customary practices for the level of services purchased. Implementation is performed remotely unless otherwise specified. 2.13. Upgrades. Any upgrades or additional services and customization not set forth in this Agreement to the Services required by Customer will be the subject of a separate agreement and charged as consulting hours at the current prevailing rate. 3.1. "Customer Content" shall mean any materials uploaded by Customer, its Authorized users onto the Services or by a third party on Customer’s behalf at any time, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text. Customer assumes sole responsibility for ensuring that the Customer Content does not infringe or violate any right of any third party. Notwithstanding the foregoing, PAYS reserves the right, in its sole discretion, to exclude or remove from the Services any Content uploaded by Customer which, in PAYS’s sole reasonable discretion, may violate any law or third-party rights or which otherwise exposes or potentially exposes PAYS to civil or criminal liability or public ridicule. Customer represents that during the time this agreement is in effect that it will maintain website terms of use and privacy policy agreements. Customer represents that its Privacy Policy shall contain language stating that any Customer Data or Customer Content provided to it by any third parties shall not be sold, licensed or marketed by Customer to any third parties and that Customer shall only use the Customer Content and Customer Data for its own internal business purposes only. 3.2. Customer, its authorized users or third parties on its behalf shall not place nor cause to be placed on the Services any Content that contains any content or materials which is obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise exposes PAYS to civil or criminal liability. Customer assumes sole responsibility for ensuring that the Customer Content does not infringe or violate any right of any third party. Notwithstanding the foregoing, PAYS reserves the right, in its sole discretion, to exclude or remove from the Services any Content uploaded by Customer which, in PAYS's sole reasonable discretion, may violate any law or third-party rights or which otherwise exposes or potentially exposes PAYS to civil or criminal liability or public ridicule. PAYS shall have no liability to You in the event that PAYS takes such action. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your Content and Your Applications. You agree to defend and indemnify PAYS against any claim arising out of a violation of Your obligations under this section. 3.3. The Customer may, from time to time, provide content to PAYS for publication on the Sites (Customer Content) which is available only to an Authorized User and on the following basis: a. The Customer warrants that it is either the sole owner, licensor or licensee with a right to sub-license of all Customer Content provided to PAYS (including, but not limited to: the right to sell, transmit, copy, and reproduce the Customer Content). b. The Customer grants to PAYS a non-exclusive, worldwide, non-transferable, license to make the Customer Content available to Authorized Users on the Sites during the term of this agreement. c. PAYS will determine whether or not (and when) to make the Customer Content available on the Services at its absolute discretion. The Customer Content will be attributed to the Customer on the Services and only be made available to the Customer’s Authorized Users. d. PAYS takes no responsibility for the Customer’s Content and is not liable in any way for the Customer’s Content. The Customer indemnifies PAYS and will pay to PAYS the amount of any loss or costs incurred or suffered by PAYS as a result of a breach of this paragraph 3.3 by the Customer or otherwise in respect of anything contained in the Customer’s Content. 3.4. Customer represents and warrants that (a) Customer Content does not and shall not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of any third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other party right, and (b) Customer owns the Customer Content or otherwise has the right to use the Customer Content. 3.5. Customer Data Responsibility. Customer acknowledges and agrees that any and all Customer Data is the responsibility of the person or entity from whom such Data originated. Thus, Customer and not PAYS, is entirely responsible for all Customer Data that its users upload, post, email, transmit or otherwise make available via the Services. Accordingly, PAYS does not guarantee the accuracy, integrity, timeliness, completeness or quality of any Customer Data. Customer agrees that it must evaluate, and bear all risks associated with, the use of or reliance on any Customer Data. PAYS does not endorse or make any representations about any Customer Data, or any results that may be obtained from using any Customer Data. Further, Customer understands that by using the Services, it may be exposed to Customer Data that is inaccurate, offensive, or objectionable. Under no circumstances will PAYS be liable in any way for any Customer Data, including any errors or omissions in any Customer Data, or any loss or damage of any kind incurred as a result of the use of any Customer Data. 3.6. Limited License to The Customer Data and Customer Content. Subject to the terms and conditions of this Agreement, Customer grants PAYS the limited, non-exclusive, non-transferable terminable license to copy, store, host, record, transmit, maintain, display, view, print, or otherwise use both the Customer Data and Customer Content to provide the Products pursuant to and in accordance with this Agreement with certain restrictions as explained more fully in our Privacy Policy. In order to improve the functionality of the Services, you agree that Customer Data may be statistically analyzed for patterns of use and behaviors. Customer Data is always analyzed in a de-identified format so that Customer Data remains anonymous in the process. Customer understands and consents that PAYS may disclose, sell or share with any of our affiliated companies or our partners any aggregated, anonymized information about our customers, users and third parties that does not identify any individual, without restriction as explained in our Privacy Policy. You give consent to PAYS to use the Customer Data when integrating with third party company systems to perform services on PAYS’ behalf relating to the functionality of the Services and that You consent to PAYS using Customer Data that may include personally identifiable information and credit card information. We will only use such data with our partners or service providers who perform functions to enable PAYS to provide its Services. Customer shall not: (i) resell, sublicense, distribute or otherwise provide access to the Customer Data to any third party that has not been anonymized and aggregated so that no individuals can be personally identified from the Customer Data; and (ii) combine any Customer Data with any personally identifiable information for the purpose of targeted advertising or the sending of emails to any individuals or companies. 3.7. Data Return/Transition Services. All data inputted into the Services by Customer or its Authorized Users shall be returned and exported by PAYS to Customer in an agreed upon format within thirty (30) days of the contract being terminated or expiring. In the event that Customer does not want its data exported back to it within thirty (30) days of the contract being terminated or expiring then PAYS must maintain all Customer Data pursuant to all relevant federal and state laws including but not limited to HIPAA. 4. Confidentiality 4.1. Confidential Information. For purposes of this Agreement, “Confidential Information” shall include the terms of this Agreement, Customer Data, each party’s proprietary technology, business processes and technical product information, designs, issues, all communication between the Parties regarding the Services and any information that is clearly identified in writing at the time of disclosure as confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; (5) is independently developed by the Receiving Party without use of or reference to the Confidential Information, or (6) is aggregated, de-identified data that does not contain any personally identifiable or Customer-specific information. 4.2. Non-Disclosure Obligations. Each party agrees: (a) not to use or disclose Confidential Information except to the extent reasonably necessary to perform its obligations or exercise rights under this Agreement or as directed by the disclosing party; (b) to protect the confidentiality of Confidential Information in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information), and (c) to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need-to-know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or a regulation. 5. Intellectual Property - Ownership of the Services and Additional Services. Customer agrees that all rights, title and interest in and to all intellectual property rights in the Services and Documentation (including without limitation (i) the software code and source code (collectively, the “Software”) created and used to provide the Services; (ii) all Data owned by PAYS that Customer might have access to in its use of the Services; and (iii) the “look and feel” (e.g., text, graphics, images, logos), content and other material contained in the Services, are protected under copyright, trademark and other laws and are retained and owned exclusively by PAYS or its licensors. In addition, PAYS shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Services and its other product and service offerings any ideas, suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the operation of the Services. Any rights not expressly granted herein are reserved by PAYS. Except the right to access and use the Services, as expressly provided herein, this Agreement does not grant to Customer any rights to, or in, patents, copyrights, Personal Database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Services or the software (the “Software”) used to provide the Services. Customer shall not attempt, or directly or indirectly allow any Authorized User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Software or Services, Work Product and/or Software in any form or media or by any means. Customer shall not attempt to access the Software by itself or with the help of any third parties. The provisions of this paragraph 5 shall survive termination of this Agreement. The Customer shall also not use any automated scripts or "robots" to access, copy, or manipulate any aspect of the Services. The Customer agrees and acknowledges that the Services, which includes PAYS Software and its content (Content and Software) is owned by or licensed to PAYS and is protected by US laws. PAYS owns (or is the licensee of) the Intellectual Property rights in the Content and Software including, but not limited to, copyright which subsists in all creative and literary works incorporated into the Content and Software. The Customer agrees that, as between it and PAYS, PAYS owns all Intellectual Property rights in the Content and Software and that nothing in this agreement constitutes a transfer of any Intellectual Property in the Content and Software. The Customer or it's Authorized Users' use of the Content and Software does not grant a license or act as a right to use any Intellectual Property in the Content and Software, whether registered or unregistered, except as stated in this agreement, or with PAYS's written permission. The Customer must not (and must ensure that the Authorized User's do not) breach PAYS's Intellectual Property rights by, including but not limited to: a. altering or modifying any of the Content and Software; b. creating derivative works from any of the Content and Software; or c. using any of the Content and Software for commercial purposes such as on-sale to third parties. 5.1. Use of Marks. PAYS's Marks, the “look and feel” (e.g., text, graphics, images, logos), content and other material contained in the Services and the names and logos associated with the Services or parts thereof (collectively “PAYS Marks”) are trademarks of PAYS and are protected under copyright, trademark and other laws. Other third-party product, service and company names, logos or marks mentioned as part of the Services are trademarks and/or service marks of their respective owners. During the Term, PAYS hereby grants Customer the right to use the PAYS Marks applicable to the Services solely for the marketing and promotion of such Services for the Business Purpose only in accordance with PAYS's published guidelines for use of such Marks. To the extent the Business Purpose includes the provision of outsourced services to third parties, of which the Services is a part of or in addition to such services, Customer shall use its best efforts, at its expense, to market and promote each Services for the Business Purpose, including formal and active print and online campaigns, and participation in seminars and forums with its Customers. Any materials for such purpose shall prominently display the PAYS Marks applicable to such Services. Any and all goodwill associated with these rights and the PAYS Marks shall automatically vest in PAYS. Customer shall also not: (i) use the Services for any purpose or in any manner other than as set out in this agreement; (ii) use the Services, or allow the Authorized Users to use the Services, in any way that could damage the reputation of PAYS or the goodwill or other rights associated with the PAYS Content and (iii) permit any third party to use the Services other than as set forth in this agreement. Customer agrees that PAYS may refer to Customer as a Customer of PAYS and hereby grants PAYS the right to use Customer ’s trademarks, trade names, trade symbol, and logos (collectively “Customer Marks”) in connection with the marketing and promotion of PAYS, the Services or part thereof (including a specific Program or Service). PAYS may also use the experience of Customer and its Users in marketing materials, including white papers, case studies, brochures and webcasts. PAYS agrees to use Customer Marks consistent with Customer ’s published guidelines with respect to such use. Any and all goodwill associated with these rights and the Customer Marks shall automatically vest in Customer. 5.2. Server Information & Analytics. As part of providing the Subscription Customer acknowledges and agrees that PAYS may collect and use benchmarking, transactional or performance information or data provided to or collected by the Subscription or the PAYS servers making available the Subscription, including traffic, traffic patterns, activity, activity patterns, page impressions, field and record counts or types, and similar analytics that may be conducted on the Subscription or any Data on a de-identified basis (collectively, “Server Information”). All Server Information shall be deemed PAYS Data and PAYS Confidential Information. For clarity, any analytics produced therefrom shall be anonymous as to Customer, its affiliates, and their Users and shall not reasonably be linked back to Customer, its affiliates or their Users and shall not contain Personal Information. 5.3. Ownership of Deliverables. If Software Development Work is included in any Order Form and mutually agreed upon Statement of Work (a “Statement of Work”) to create any derivative versions (“Deliverables”) of the Services, Customer acknowledges and agrees that PAYS owns all of the intellectual property rights in the Deliverables and Documentation including without limitation any pre-existing materials and Confidential Information supplied by Customer for incorporation into such Deliverable and the software used to provide the Deliverables. Any modification, enhancement, derivative work, or other improvement of or based upon the Services, which includes a Deliverable, whether developed by PAYS or a Customer, will be PAYS exclusive property and Customer hereby irrevocably and in perpetuity assigns to PAYS all worldwide rights, title, and interest therein. PAYS grants to Customer a revocable, royalty-free, non-exclusive, non-transferable, non-assignable right to use any Deliverable if an Order Form has been executed, to the extent necessary to permit Customer to use the Deliverable in connection with the Services during the Term until such time that the Agreement ends or is terminated then Customer shall cease using any enhancements, modifications, adaptations and derivative works of the Services made by PAYS or Customer and Customer shall return all such products to PAYS immediately. Customer acknowledges that nothing in this Agreement will restrict or limit PAYS from performing similar services and creating similar Deliverables for any third party. 5.4. No Work Made for Hire. (a) Customer agrees that no Work Product will be developed from a Deliverable as a “work made for hire.” As such, copyright and all other intellectual property rights vest with PAYS when the Deliverable is fixed in a tangible medium of expression. In the event that Customer is ever determined to own copyrights or other intellectual property rights in the Deliverable, Customer hereby: (i) irrevocably assigns to PAYS all rights, title, and interest that Customer might have in the Deliverable; (ii) agrees to execute all documents necessary to implement and confirm the letter and intent of this Section; and (iii) irrevocably appoints PAYS as Customer ’s attorney-in-fact to execute any ownership documents to perfect such ownership interests of PAYS, such right being coupled with an interest. (b) Deliverable as Confidential Information. The Deliverables are deemed to be PAYS's Confidential Information hereunder and, except as permitted herein, must not be disclosed by Customer without PAYS's express written approval. Customer may use the Deliverable for any internal business purpose and Customer may disclose the Deliverable to any contractor or PAYS of Customer that assists Customer with its internal business affairs and operations, provided that Customer first binds such third-party contractor or PAYS to the same restrictions on use and disclosure of the Deliverable contained herein. Any other disclosure or publication of any Deliverable requires PAYS's prior written consent. 6. Payment Terms 6.1. Fees. Customer is responsible to pay PAYS for all monthly Fees (“Fees”) to subscribe to use the Services each month the Term is in effect. You will pay all fees due according to the pricing and terms found in the PAYS portal. Customer acknowledges the billing is handled through automated means and request to our billing or support teams requesting these changes is not an accepted means for such changes. Customer also agrees to pay usage-based fees for SMS usage. 6.2. BILLING. (a) We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account (your “Billing Account”) for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use Payment Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Payment Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. (b.) PAYMENT METHOD. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand. You can change your payment method yourself by logging into the PAYS platform and visiting the subscription section. You shall maintain a valid payment method at all times until the termination of services (not upon notice of cancellation). Your Breach of these provisions shall entitle PAYS to immediately suspend the services to you. (c) CURRENT INFORMATION REQUIRED AS PART OF YOUR CONTINUED USE OF THE SERVICES YOU ARE REQUIRED TO PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL REQUIRED INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (INCLUDING PROVIDING A CHANGE IN BILLING ADDRESS, OR UPDATED CREDIT CARD NUMBERS, OR CREDIT CARD EXPIRATION DATES), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER’S NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE ABOVE-MENTIONED INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAYMENT SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAYMENT SERVICES AS SET FORTH ABOVE. (d) CHANGE IN AMOUNT AUTHORIZED. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle. (e) REAFFIRMATION OF AUTHORIZATION. Your non-termination or continued use of a Payment Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Payment Service. 6.3. Taxes. All Fees payable under the Purchase Order Form are net amounts and do not include taxes or duties of any kind. Customer will be responsible for, and will promptly pay, any applicable duties, sales tax, use tax, and value added taxes (VAT) or other similar taxes, if any, associated with this Agreement or Customer’s receipt or access to the Services, excluding taxes based on PAYS's gross or net income or franchise taxes. In the event that PAYS is required to collect or pay any tax for which Customer is responsible, Customer will pay such tax directly to PAYS. If Customer is a tax-exempt organization and is not obligated to pay taxes arising out of this Agreement, Customer will provide PAYS with any required documentation to verify its tax-exempt status with the applicable taxing authorities. 7. DISCLAIMER OF WARRANTIES. THE SERVICES, PAYS POS API, PAYS POS TRADEMARKS, PLATFORM, SOFTWARE, SERVICE OFFERINGS, UPDATES AND OTHER PROPRIETARY AND CONFIDENTIAL INFORMATION OF PAYS POS (HEREINAFTER COLLECTIVELY REFERRED TO AS "PAYS POS SERVICES") ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CUSTOMER ASSUMES ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF PAYS POS SERVICES TO ACHIEVE CUSTOMER'S INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE AND PERFORMANCE OF, AND RESULTS OBTAINED FROM PAYS POS SERVICES AND THAT PAYS POS MAKES NO WARRANTY THAT: (i) PAYS POS SERVICES WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE; (ii) THE PAYS POS SERVICES, SOFTWARE, UPDATES OR DOCUMENTATION IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE; (iii) THERE WILL BE NO INTERFERENCE WITH CUSTOMER'S ENJOYMENT OF PAYS POS SERVICES; (iv) PAYS POS SERVICES WILL FULFILL ANY OF CUSTOMER’S PARTICULAR PURPOSES OR NEEDS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYS POS DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY STANDARDS, GUARANTEES, REPRESENTATIONS OR WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, REASONABLE CARE, WORKMANLIKE EFFORT, RESULTS, LACK OF NEGLIGENCE, ACCURACY OF INFORMATION OR RESULTS, TITLE AND NONINFRINGEMENT WITH RESPECT TO PAYS POS SERVICES, ANY WARRANTY OF THIRD-PARTY SOFTWARE, PRODUCTS OR SERVICES, FUNCTIONALITY OF HARDWARE, SOFTWARE, FIRMWARE OR COMPUTER SYSTEMS OR ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE. CUSTOMER HEREBY ACKNOWLEDGES THAT PAYS POS SERVICES MAY NOT BE AVAILABLE OR MAY BECOME UNAVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF PAYS POS SERVICES, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, ACTIONS AND OMISSIONS OF THIRD PARTIES, OR ANY OTHER CAUSE REASONABLY BEYOND THE CONTROL OF PAYS POS, THEREFORE, PAYS POS EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE. All third-party hardware, software and other products used by Customer with the Services that are offered, licensed or sold to Customer by third parties including PAYS Processing Partners, Merchant Services Partners or other third parties are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. PAYS OFFERS NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR CREDIT CARD PROCESSING SERVICES OFFERED, SOLD OR LICENSED TO CUSTOMERS BY THIRD PARTIES INCLUDING BUT NOT LIMITED TO ANY PAYS PROCESSING PARTNERS OR MERCHANT SERVICES PROVIDERS, AND PAYS EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE RELATED TO ANY SUCH THIRD-PARTY PRODUCTS OR CREDIT CARD PROCESSING SERVICES AND THAT CUSTOMER AGREES TO CONTACT A PAYS PROCESSING PARTNER OR ITS MERCHANT SERVICES PROVIDER FOR ANY ISSUES RELATED TO TRANSACTIONS, FUNDING OR WITH THE PAYMENT GATEWAY. PAYS POS PROVIDES NO WARRANTY FOR non-performance issues that result from third-party hardware or firmware malfunction or defect, software not developed by PAYS POS, incorrect data provided by or incorrect procedures used by You or a third party, or defects which are outside the reasonable control of PAYS POS. You will reimburse PAYS POS for Our reasonable time and expenses for any Services provided at Your request to remedy excluded non-performance issues. Any warranty provided for herein and any performance guarantees set forth herein shall be null and void if You fail to follow the Terms, or otherwise breach this Agreement in any respect. PAYS POS is not responsible for any aspect of such third-party Applications that Customer may procure or connect to through the Services, or any interoperation, descriptions, promises, or other information related to the foregoing. If Customer installs or enables third-party Applications for use with the Services, Customer agrees that PAYS POS may enable such third-party providers to access Customer Data for the interoperation of such third-party Applications with the Services, and any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third-party provider pursuant to a separate privacy policy or other terms governing Customer’s access to or use of the third-party Applications. PAYS POS shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by third-party Applications or third-party providers. No procurement of such third-party Applications is required to use the Services. If Customer was referred to PAYS POS by a member of one of PAYS POS’ partner programs, Customer hereby authorizes PAYS POS to provide such member or its successor entity with access to Customer’s business information related to the procurement and use of the Services pursuant to this Agreement, including but not limited to User names and email addresses, support cases and billing/payment information. TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. 8. Limitation of Liability. CUSTOMER ASSUMES THE ENTIRE COST OF ANY DAMAGES RESULTING FROM CUSTOMER’S USE OF PAYS POS’ SERVICES, THE INFORMATION CONTAINED IN OR COMPILED BY PAYS POS’ SERVICES, THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY PAYS POS OR A THIRD PARTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL PAYS POS OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, EXEMPLARY, INDIRECT, RELIANCE, LIQUIDATED, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUE OR SAVINGS, BUSINESS INTERRUPTION, BUSINESS OPPORTUNITIES, LOSS OR CORRUPTION OF BUSINESS INFORMATION OR ANY PERSONAL OR CUSTOMER DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS, BODILY HARM, EMOTIONAL DISTRESS OR LOSS OF LIFE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE PAYS POS SERVICES, OR THE INCOMPATIBILITY OF PAYS POS SERVICES WITH ANY HARDWARE, SOFTWARE OR USAGE REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF PAYS POS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. CUSTOMER ALSO ASSUMES THE ENTIRE COST OF ANY DAMAGES IT MAY INCUR OR SUFFER OF ANY KIND RESULTING FROM CUSTOMER OR ANY THIRD PARTY’S USE OF ANY THIRD-PARTY PRODUCTS, THIRD PARTY CREDIT CARD PROCESSING SERVICES, PAYS PROCESSING PARTNER SERVICES OR MERCHANT PROVIDER SERVICES. TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR AND PAYS POS BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED PAYS POS’ TOTAL LIABILITY TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE FEES PAID BY CUSTOMER TO PAYS POS DURING THE 1 WEEK PERIOD (ONLY SAAS FEES APPLIED BY PAYS) IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES WHETHER IN CONTRACT, TORT OR OTHERWISE. 9. Indemnification 9.1. PAYS's Indemnity. PAYS shall, at its own expense, defend Customer from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties (collectively “Claims”) alleging that the Services or related Applications as used in accordance with the terms and conditions of this Agreement, infringe the copyrights, trade secrets, patents or trademarks of such third party and shall hold Customer harmless from and against liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) to the extent based upon such a Claim. Excluded from these indemnification obligations are Claims to the extent arising from: (a) use of the Services in violation of this Agreement or applicable law, (b) use of the Services after PAYS notifies Customer to discontinue use because of an infringement claim, (c) modifications to the Services not made by PAYS, or (d) use of the Services in combination with any software, application or service not provided by PAYS. If a Claim is brought or threatened, PAYS shall, at its sole option and expense, use commercially reasonable efforts either: (a) to procure for Customer the right to continue using the Services without cost to Customer; (b) to modify or replace all or portions of the Services as needed to avoid infringement, such update or replacement having substantially similar or better capabilities; or (c) if the remedies described in (a) and (b) above are not commercially feasible, terminate the Agreement and provide to the Customer any pro-rata refund of the Services fees pre-paid under the Agreement for the remaining terminated portion of the Term. The rights and remedies granted to Customer under this Section 9.1 state PAYS's entire liability, and Customer's exclusive remedy, with respect to any claim of infringement of the intellectual property rights of any third party. 9.2. Customer’s Indemnity. Customer shall indemnify, defend, and hold harmless PAYS, its directors, officers, employees, agents, and affiliates, from and against all liabilities, damages, losses, claims, expenses and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim (collectively "Claims") regarding or in connection with: (i) Customer and its Authorized Users’ use of the Services; (ii) Customer or any of its Authorized User’s breach of Customer’s obligations under Paragraphs 4 and 5 of this Agreement; (iii) You, your employees or independent contractors providing your company’s services to any third party, company or individual including but not limited to transporting by vehicle any such persons, companies or individuals to non-emergency healthcare providers; (iv) You, your employees or your independent contractor’s operation of a motor vehicle causing any type of physical or emotional distress injury to any person including death to any third parties; (v) the Customer Data or Content, including photos and videos infringing upon or misappropriating a third party’s valid patent, copyright, trademark or trade secret, or has caused harm to a third party, or violates a law; (vi) Customer’s breach of its representations; and (vii) Customer’s failure to pay all applicable taxes associated with Customer’s use of the Services or related Applications. Customer shall defend and hold PAYS harmless from and against liability for any Losses to the extent based upon such Claims. 9.3. Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 9, the indemnified party shall: (i) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s expense, with the indemnifying party in the investigation and defense of such Claim. The indemnification obligations under this Section 9 are expressly conditioned upon the indemnified party’s compliance with this Section 9.3. however, Customer shall not settle or compromise any claim that results in liability or admission of any liability by PAYS without Our prior written consent. 10.1. Term; Subscription Renewals; Termination 10.1. (a) Term; Renewals. The term of this Agreement shall be for an initial period of one (1) year from the Effective Date and shall continue thereafter (the “Term”). The Term of each Service purchased under this Agreement shall continue for the initial term and shall automatically renew for successive twelve (12) month periods unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. All purchases are non-refundable. You can provide notice to cancel your PAYS subscription at any time. Your termination will take effect after 30-days following the notice of cancellation made by you as outlined in this section. Any suspension of services for non-payment does not in itself constitute any notice of termination by us (or you) of your services and account. It further does not absolve you of any obligations for payment of the services during any such suspension or waiver of obligations to provide a Notice of Cancellation. In order to provide notice of cancellation, you must send PAYS an email at: support@payspos.com. You agree to inform us immediately if you do not receive an emailed confirmation receipt confirming you have provided notice. Only if the account or user is currently suspended or has limited access, the Notice of Cancellation may only be made by completing the below-linked Notice of Cancellation Form and mailing it USPS First Class Certified (No Restricted Delivery), AND additionally emailing a copy of the form in PDF format to: support@payspos.com within 2-business days of the mailing. The mailed form shall be addressed to: Attn: Account Management PAYS 1888 Vining Dr San Leandro, California, 94579 10.2.1. Termination for Cause. This Agreement shall terminate upon any breach of the Terms by You or Your Authorized Users, in accordance with the Terms. 10.2.2. Effect of Termination. Upon termination, (i) you shall cease any and all use of the Services and You shall relinquish to Us or destroy any and all parts of the Services in Your control, and (ii) all rights, licenses, consents and authorizations granted by Us to You will immediately terminate. The termination of this Agreement shall not limit Our rights or remedies at law or in equity. 10.2.3. Suspension of Services. We may suspend delivery of the Services, without liability, if: (i) if your payment is five (5) days past due, unless a payment is processing (i.e., ACH); (ii) if you fail to maintain a valid payment method; (iii) We reasonably believe that the Services are being used in violation of this Agreement, (iii) You do not cooperate with Our reasonable investigation of any suspected violation of this Agreement, (iv) there is an attack on Your server by a third party, Your server is accessed or manipulated by a third party without Your consent, or there is another event for which We reasonably believe that the suspension of Services is necessary to protect Our network or customers, or (v) required by law. We shall use commercially reasonable efforts to give You reasonable notice of a suspension of Services, unless immediate suspension is necessary to protect Us or Our customers from imminent significant operational or security risk. 10.2.4. Survival. Sections 4, 5, 7, 8, 9, 10, 11 and 12 and any other provisions necessary to interpret the respective rights and obligations of the parties hereunder will survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration. 11 . Non-Solicitation. Customer agrees that during the Term and for a period of 5 years thereafter, neither Customer nor any of its Affiliates shall solicit any employee or subcontractor of PAYS to leave his/her/its employment or engagement with PAYS, or hire or engage as an employee, consultant, independent contractor or in any other capacity, any employee or subcontractor of PAYS, without the prior written consent of PAYS. In the event that Customer violates the foregoing, it shall pay liquidated damages to PAYS in an amount equal to the first year’s compensation to such individual following such hire or engagement in violation of this provision. General recruitment activities which are in no way targeted at the employee’s or former employees of PAYS shall not be deemed a prohibited solicitation under this Section. 12. General Provisions. 12.1. Notices. Notices between the parties will be by personal delivery, courier, facsimile transmission, or certified or registered mail, return receipt requested, and will be deemed given upon receipt at the address of the recipient party or ten (10) days after deposit in the mail. Addresses used will be the ones set forth above or such other address as a party hereto will notify the other in writing. 12.2. Severability. In the event of any invalidity of any provision of this Agreement, the parties agree that such invalidity will not affect the validity of the remaining portions of this Agreement, and further agree to substitute for the invalid provision a mutually agreeable valid provision that most closely approximates the intent of the invalid provision. 12.3. Headings. The headings in this Agreement are for convenience of reference only and have no legal effect. 12.4. No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.