Terms of Service

Updated: March 2024

Paymenture, LLC. has a software platform and services that provide(s) a processing service, which in conjunction with various Service Providers, provides Clients with a convenient, and compliant mechanism for issuing global pay methods to bank accounts and other financial transaction services as agreed (the “Services”) subject to the Terms and Conditions of this Agreement and rules and regulations of one or more of Paymenture’s Service Providers; and

CLIENT ACKNOWLEDGES AND AGREES THAT, BY CREATING A PAYMENTURE PAID ACCOUNT (“ACCOUNT”), OR ACCESSING OR USING THE PAYMENTURE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PAYMENTURE SERVICES.

Client desires to use the Services to pay its independent distributors, affiliates, or the like (“Payees”) for commissions or services performed on behalf of Client in one or more areas in which Paymenture makes the Services available, as set forth in Exhibit A hereto (“Territory”).

NOW, THEREFORE, for valuable consideration of the foregoing and the mutual covenants as both parties have a meeting of the minds and as contained herein, the Parties agree as follows:

1. DEFINITIONS. For the purposes of this Agreement and except as otherwise specifically provided herein, the following terms will be defined as hereinafter set forth:

(a) “Account” means the Client’s or the Client’s Payee depository account set up established by Client or the Client’s Payee and maintained at the applicable Service Providers to facilitate Client’s or Client’s Payee’s use of the Services.

(b) “ACH” means the Automated Clearing House network.

(c) “Applicable Law” means any law, statute, rule, regulation, policy statement, guidance, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a government entity that applies to either Party’s performance of its obligations under this Agreement.

(d) “Application” means the Services due diligence applications and supporting documentation provided by Client to Paymenture in conjunction with this Agreement.

(e) “Confidential Information” means any information of a Party (including, without limitation, third party information that a Party is required to keep confidential) disclosed to the other Party orally or in any medium, which is identified as, or should be reasonably understood to be, confidential to the disclosing Party including, but not limited to, know-how, trade secrets, technical processes and formulas, software, customer lists, any and all customer information, pricing, unpublished financial information, business plans, projections, and marketing data. Confidential Information shall not include information that the receiving Party can demonstrate (i) is known to the receiving Party at the time it receives Confidential Information; (ii) has become publicly known through no wrongful act of the receiving Party; (iii) has been rightfully received by the receiving Party from a third party authorized to make such communication without restriction; (iv) has been approved for release by written authorization of the disclosing party; or (v) is required by law to be disclosed, provided the receiving Party has given the disclosing Party prior written notice (unless such notice is legally prohibited) so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provision set forth in this Agreement, provided further that to the extent the receiving Party is prohibited from notifying the other Party of a subpoena, order or demand, by the terms of same, the receiving Party shall exercise its reasonable efforts to narrow the scope of disclosure.

(f) “Payment Association” means any payment network that enables transactions in connection with the Service, and which may include, without limitation, Mastercard, Visa, Discover, American Express, and the ACH network governed by NACHA, and other platforms used globally.

(g) “Rules” means the applicable operating rules, regulations, manuals, policies and procedures promulgated by any regulatory authority or a Payment Association, in effect from time to time.

(h) “Service Providers” means a contracted partner or third-party provider of Paymenture that is licensed as a money transmitter and able to store and transmit a Client’s or Payee’s funds. Paymenture does not take possession of Client’s funds under any conditions. Paymenture processes its Client’s instructions to make payments through its Service Providers. Service Providers are licensed and regulated issuing banks, e-money or money transfer service companies that provide accounts, transfer services and other financial transactions on behalf of Paymenture’s Clients and Payees. Paymenture also may use other providers for transactional or business platforms.

2. SERVICES.

(a) Beginning on the Effective Date and subject to Client’s compliance with this Agreement, Paymenture will provide the Services to Client for Client’s use in paying its Payees starting on the Effective Date.

(b) Paymenture may provide additional payment processing services in the form of bank transfers, paper checks, 1099 processing and other services for Client’s Payees, in each case through one of Paymenture’s Service Providers, upon request.

3. CLIENT OBLIGATIONS.

(a) Client will provide to the Paymenture payment processing files necessary for processing payments to Client’s Payees via Paymenture’s proprietary batch file or API (Application Programming Interface). Client agrees to timely deliver any data or other information necessary for the provision of Paymenture’s services in a form and format approved by Paymenture. Client acknowledges that it has sole responsibility for verifying the accuracy, completeness or authenticity of any data furnished by Client to Paymenture. Paymenture agrees to provide training, support and payment processing services to the Client.

(b) Client is responsible to load payment funds covering the full amount of all payments to Payee in advance of processing the distributions using the Paymenture’s Services. The Client must load funds for payments into a Client held account that is setup with Paymenture’s Service Providers. Client will originate funds such that they arrive a minimum of two (2) days in advance of loading payment processing files to Payees. Client shall indemnify and hold Paymenture harmless from any damages resulting from Client’s failure to fund distributions of payments to its Payees.

(c) Client agrees that it will not use the Services described herein to make a payment to any restricted business. For purposes of this Agreement, restricted businesses include, without limitation, the following:

(i) Trading of Pharmaceutical products (that requires medical prescription);

(ii) Money Gambling, whether online or in person;

(iii) Production and/or trade of weapons and military arms;

(iv) Tobacco and derivates;

(v) Pornography of any kind;

(vi) Ponzi, get rich quick schemes which are intentionally misleading;

(vii) Businesses that require licensing and proper licensing has not been obtained; or

(viii) Any other business or industry that Paymenture or its Service Providers determines presents an undue risk of harm to Paymenture, the Service Providers, or the Services.

(d) Client agrees that it will not use the Services for any purpose or transaction that is illegal in the jurisdiction where Client principally resides, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction.

(e) Client has obtained, and will maintain throughout the term of this Agreement, all licenses, registrations, permits and approvals applicable to its business or necessary to perform its obligations in connection with this Agreement in compliance with Applicable Law and Rules.

(f) Client agrees that it may not use the Services in any jurisdiction or country that is outside of the Territory. The list of countries within the Territory attached hereto as Exhibit A has been approved by Paymenture as of the Effective Date. Client understands and agrees that Paymenture will not provide services in countries that are restricted or sanctioned under Applicable Law or Rules including, without limitation, those countries listed on the current U.S. Department of the Treasury Sanctions Programs and Country Information website. Client agrees that number of passively issued cards are limited by the rules of the Paymenture’s Service Providers. Client agrees to provide Paymenture a minimum of six (6) months prior written notice of any new countries not listed in Exhibit A and for which Client will request provision of Paymenture’s services under the terms herein.

(g) If a Payee contacts Client with respect to the Service, Client shall promptly resolve the issue. Front line payee issue(s) are the responsibility of the Client. Client shall have no authority to resolve any dispute among Paymenture, its Service Provider, and a Payee.

(h) For the term of this Agreement, and one (1) year after the termination hereof, Client shall provide to Paymenture, at Client’s own cost, any reports, records, transaction history or other information required by Paymenture in connection with its internal oversight standards. Notwithstanding the foregoing, Client will submit to any additional information as may be required to comply with Applicable Law or the Rules. With Client’s consent, not to be unreasonably withheld and unless required by a regulatory authority in which case Client’s consent will not be required, Paymenture or its Service Providers may perform certain risk management oversight activities on Client’s business during the Term.

(i) Client will use the Services only in compliance with (i) the rights granted hereunder, (ii) the terms and conditions of this Agreement, and (iii) all Applicable Laws and Rules.

(j) Client will monitor activity on its own systems for any fraud or potential fraud from Client, Payees or any third parties. Client shall be responsible for any losses resulting from inaccurate information provided by Client to Paymenture, and any fraudulent activity by Client, Client employees, or any third party used by Client, other than Paymenture and its employees, the Service Providers, independent contractors, and agents, causing such fraudulent or potentially fraudulent requests to be transmitted from Client to Paymenture or its designated service providers. Client agrees only Client’s authorized personnel will be allowed access to the Paymenture’s payment processing system and Clients agrees to keep usernames and passwords confidential. Client agrees and indemnifies Paymenture from any loss or damage incurred as a result of the Client’s usernames or passwords being used to process transactions, except in the case where the usernames or passwords are obtained as a result of breach or access stemming from Paymenture.

(k) Client acknowledges and affirms that it has sole responsibility for Client’s compliance with any and all applicable Laws, Rules, and Regulations to which its transactions are subject in the jurisdiction where Client principally resides, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction. Client further acknowledges and affirms that Client’s transactions are in compliance with any Laws, Rules, and Regulations governing, for example but not limited to, multi-level distribution companies and/or multi-level marketing programs in the jurisdiction where Client principally resides, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction. Company gives no warranty or representation that Client is in compliance with any Applicable Law, Rules, or Regulations to which Client’s activities and/or transactions may be subject. Client shall indemnify and hold Company harmless from any losses, damages, or actions resulting from Client’s failure to comply with any such Laws, Rules, or Regulations to which Client, Client’s activities, and Client’s transactions are subject.

(l) Client acknowledges and affirms that Client’s transactions are not designed in whole or in part (1) to conceal or disguise the nature, the location, the source, the ownership, or the control of any funds derived from unlawful activity, or (2) to avoid a transaction reporting requirement under any State, Federal, or Foreign Law.

4. PAYMENTURE OBLIGATIONS.

(a) (a) Paymenture and its designated Service Providers will perform all functions of providing the Service in compliance with Applicable Law and Rules. As required, Paymenture and its Service Providers will process and issue Client branded payment portals and accounts to the Client and the Client’s Payees for the purpose of processing payments. At all times, Service Providers, and not Paymenture, transfer, transmit, and otherwise hold or handle all Client or Payee funds.

(b) A Payee’s access to and use of the Services is subject to Paymenture, and its Service Provider, completing its accountholder identification and verification process. In addition, Paymenture has the right, in its sole discretion, to approve, reject, or cancel any Payee at any time that Paymenture reasonably believes poses a risk under Paymenture’s BSA/AML, fraud, Know Your Customer (KYC) and other policies in compliance with Applicable Law and Rules. In the event of non-approval or cancellation Paymenture shall inform Client.

(a) Performance standards for the provision of certain components of the Services (the “Performance Standards”) are set forth in Exhibit B.

5. CONTROL OF FUNDS.

IT IS EXPRESSLY UNDERSTOOD THAT PAYMENTURE, IN ITS PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, SHALL NOT HOLD OR HAVE ACCESS TO, OR ANY CONTROL OVER, THE ACCOUNT ESTABLISHED FOR THE PURPOSE OF HOLDING OR MAINTAINING FUNDS IN RELATION TO THE SERVICES OR THE FUNDS THEMSELVES, CONSTRUCTIVELY OR OTHERWISE; RATHER, THE PARTIES ACKNOWLEDGE THAT PAYMENTURE’S DESIGNATED SERVICE PROVIDERS FOR PROVIDING THE SERVICES HEREIN WILL AT ALL TIMES HOLD AND HAVE ACCESS TO AND CONTROL OVER ALL ACCOUNTS ESTABLISHED FOR THE PURPOSE OF HOLDING AND MAINTAINING FUNDS AND FUNDS IN GENERAL.

6. REPRESENTATIONS, WARRANTIES, AND COVENANTS.

(a) Each Party represents and warrants as to itself to the other Party that the Party has all requisite corporate power and authority, licenses and certifications to enter into this Agreement, to perform all of its obligations, covenants and other agreements hereunder, each in accordance with its respective terms, and to consummate the transactions contemplated hereunder. Neither the execution and the delivery of this Agreement, nor the consummation of any of the transactions contemplated hereunder, will contravene, conflict with, or result in a breach or violation of, any provision of the Party’s organizational documents, or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Party the right to accelerate, terminate, modify, or cancel, or require any notice under, any contract to which the Party is a party or by which such Party is bound.

(b) Each Party represents and warrants that there are no actions, suits, proceedings or written agreements pending, or, to the best knowledge of the Party, threatened or proposed, against the Party, that will materially and adversely affect the financial condition, business, or operations of the Party.

(c) Paymenture represents and warrants that it complies with common industry standards for payment processing services, owns or has adequate rights, to the best of its knowledge, necessary to fulfill the Services in accordance with the terms herein.

(d) Client acknowledges that, in connection with the Services offered under this Agreement, Client may become subject to examination by a Payment Association or the federal or state regulatory authorities having jurisdiction over Paymenture or a Service Provider, and agrees that Client will fully cooperate, at Client’s expense, with any such Payment Association or regulatory authority in any such examination.

(e) Both Parties covenant and agree to comply, and to cause its officers, employees, agents and Payees to comply, with: (i) the terms of this Agreement; and (ii) all Applicable Laws and Rules applicable to its business operations.

7. SECURITY. Each Party will maintain and enforce safety, electronic, and physical security procedures with respect to its access, use, and possession of Confidential Information, including non-public personal information, which provide appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access of such information. Unless restricted or prohibited by Applicable Law, each Party shall notify the other Party in writing of any actual incidents of unauthorized access to Confidential Information, including non-public personal information of Payees (“Security Incident”). As reasonably appropriate under the circumstances, that Party that experienced the Security Incident shall conduct a reasonable investigation to determine promptly the likelihood that the information affected has been or will be misused, and promptly deliver such notifications to the other Party.

8. PRICING AND FEES. The mutually negotiated and agreed Services pricing and fees are listed in Exhibit C of this Agreement. The Parties agree that initial pricing is subject to change if Client’s payout activity as stated in Client provided due diligence is incorrect, false, or misleading in any material respect.

9. PLANNED/ RECURRING PAYMENTS. Client will electronically allow Paymenture to collect funds via the Automated Clearing House (ACH) Network for the purpose of securing payments for goods, services, or fees. Client hereby acknowledges and agrees that in order to utilize Paymenture services, it expressly authorizes Paymenture to pull funds from Client account as a direct payment for one-time, recurring, or multiple payments in ACH format. Client agrees to provide account information including routing number and account number to Paymenture for payment(s). Client expressly authorizes Paymenture to withdraw payment for Clients services, for use fees as well as wallet fees, transactional fees and any related fees associated with this agreement, or any other agreement authorizing payments for Paymenture platform services.

10. TERM AND TERMINATION.

(a) The term of this Agreement shall commence on the Effective Date and continue for one (1) year (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term” and, together with the Initial Term, the “Term”) unless either Party shall give written notice to the other of non-renewal at least one-hundred and eighty (180) days prior to the commencement of the additional Renewal Term.

(b) Either Party may terminate this Agreement immediately by giving written notice to the other Party at any time in the event such other Party has materially breached any representation, warranty, obligation, covenant or other agreement contained herein, has notified such other Party in writing of the breach, and the breach has continued without cure for a period of thirty (30) days after the notice of any non-monetary breach or ten (10) days in the case of a monetary breach. The Paymenture or its Service Providers, in their sole discretion, may immediately terminate this Agreement in the event that the Client’s use of the Services is determined to be illegal, creates unreasonable risk factors, is in violation of any applicable country laws, country or Service Provider regulatory rules, by order of a government Regulatory Authority or a Service Provider, creates reputational damage or problematic business practices.

(c) Either Party may terminate this Agreement immediately by giving written notice to the other Party: (i) in the event of the other Party’s insolvency; (ii) in the event of proceedings for receivership or for either voluntary or involuntary bankruptcy are commenced against a Party; (iii) in the event of an assignment for the benefit of a Party’s creditors; (iv) in the event that a Party’s license or ability to provide its obligations under this Agreement is terminated; or (v) in the event that a substantial part of a Party’s property is or becomes subject to any levy, seizure, assignment, or sale for or by any creditor or governmental agency without being released or satisfied within thirty (30) days thereafter.

(d) In the event this Agreement is terminated due to Section 10. (b) or (c), Client shall remain liable for any outstanding unpaid fees or minimum required fees as described in Exhibit C.

11. CONFIDENTIALITY.

(a) Neither Party shall disclose the Confidential Information of the other Party to any third party other than those affiliates, consultants or agents of a party whose knowledge is necessary for the purposes of this Agreement, provided that such affiliates, consultants and agents have executed a written confidentiality agreement, or are under an ethical duty pursuant to professional rules of conduct, requiring that they protect such Confidential Information with at least the same standard of care and protection outlined in this Agreement. The Parties will each be responsible for any breach of this Agreement by their affiliates, consultants or agents and each Party agrees to take all reasonable measures (including, but not limited to, court proceedings) to restrain its affiliates, consultants or agents from disclosure or improper use of the other Party’s Confidential Information.

(b) The Parties each agree that they and their affiliates, consultants and agents shall not use the other Party’s Confidential Information for any purpose other than to fulfill their obligations under this Agreement. A Party receiving Confidential Information agrees to protect the Confidential Information with at least the same degree of care as it exercises to protect its own highly confidential information of like character, but in no event less than a reasonable degree of care, except to the extent that applicable law or professional standards require a higher standard. The terms and conditions and commissions associated with this Agreement are specifically included in the definition of Confidential Information. The obligations of the Parties under this Section will survive termination of this Agreement for whatever reason, and will bind the Parties, their successors and assigns. Upon termination of this Agreement, and upon written request of the Party that disclosed Confidential Information, the Party that received such Confidential Information will promptly destroy, and provide satisfactory confirmation of such destruction, the Confidential Information; provided, however, that the Party receiving Confidential Information shall be permitted to retain Confidential Information as required (i) by Applicable Law; or (ii) its automated security and/or disaster recovery procedures in effect from time to time; provided further that Confidential Information retained pursuant to (i) and (ii) shall remain subject to the confidentiality provisions contained in this Agreement for as long as it is retained irrespective of the term of this Agreement.

12. INDEMNIFICATION.

(a) By Client: CLIENT SHALL AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS PAYMENTURE AND ITS AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PAYEES, FROM AND AGAINST ANY DAMAGES, AWARDS, JUDGMENTS, SETTLEMENT AMOUNTS, FINES, PENALTIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES AND COSTS OF INVESTIGATION) AND OTHER LIABILITIES (COLLECTIVELY, THE “LOSSES”) ARISING OUT OF ANY LAW SUIT, ACTION, CLAIM, DEMAND, ADMINISTRATIVE ACTION, ARBITRATION OR OTHER LEGAL PROCEEDING BROUGHT OR ASSERTED AGAINST PAYMENTURE AS A RESULT OF OR IN CONNECTION WITH: (I) ANY MATERIALLY UNTRUE OR INACCURATE STATEMENT, REPRESENTATION, OR WARRANTY MADE BY CLIENT UNDER OR PURSUANT TO THIS AGREEMENT, OR ANY MATERIAL FAILURE ON THE PART OF CLIENT TO PERFORM OR COMPLY WITH ANY COVENANT OR OBLIGATION REQUIRED TO BE PERFORMED OR COMPLIED WITH UNDER OR PURSUANT TO THIS AGREEMENT; (II) ANY MATERIAL VIOLATION OF OR NONCOMPLIANCE WITH APPLICABLE LAW OR RULES BY CLIENT OR ANY OF ITS CONTRACTORS, AGENTS, OR PAYEES; (III) ANY MATERIAL VIOLATION OF OR NONCOMPLIANCE WITH ANY STATE OR LOCAL LAW, RULE, REGULATION OR ORDINANCE BY CLIENT OR ITS CONTRACTORS, AGENTS, OR PAYEES TO THE EXTENT SUCH STATE OR LOCAL LAW, RULE, REGULATION OR ORDINANCE RELATES TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY; (IV) ANY MATERIAL MISREPRESENTATION OR FALSE OR MISLEADING STATEMENT MADE BY CLIENT (OR ITS CONTRACTORS OR OTHER AGENTS OR PAYEES) TO ANY PERSON, REGULATORY AUTHORITY OR LEGISLATIVE BODY; OR (V) ANY FAILURE BY CLIENT TO MAKE A COMMISSION OR INCENTIVE PAYMENT TO A REPRESENTATIVE IN ACCORDANCE WITH ANY APPLICABLE LAW, RULE, OR SEPARATE CONTRACTUAL OBLIGATION; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL PAYMENTURE BE ENTITLED TO BE INDEMNIFIED FOR ANY LOSSES PURSUANT TO THIS SECTION 11(A) TO THE EXTENT THAT SUCH LOSSES ARISE OUT OF (A) AN ACT OF FRAUD, EMBEZZLEMENT OR CRIMINAL ACTIVITY BY PAYMENTURE, (B) THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH BY PAYMENTURE, OR (C) THE FAILURE OF PAYMENTURE TO COMPLY WITH, OR TO PERFORM ITS OBLIGATIONS UNDER, THIS AGREEMENT.

(b) By Paymenture: PAYMENTURE SHALL AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CLIENT AND ITS AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PAYEES, FROM AND AGAINST ANY LOSSES ARISING OUT OF ANY LAW SUIT, ACTION, CLAIM, DEMAND, ADMINISTRATIVE ACTION, ARBITRATION OR OTHER LEGAL PROCEEDING BROUGHT OR ASSERTED AGAINST CLIENT AS A RESULT OF OR IN CONNECTION WITH: (I) A CLAIM THAT ANY ACTIONS OR OMISSION OF ACTIONS BY PAYMENTURE OR ITS EMPLOYEES, AGENTS OR CONTRACTORS CONSTITUTE GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR A CRIMINAL ACT; OR (II) A CLAIM ALLEGING BODILY INJURY OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY DUE TO PAYMENTURE’S GROSS NEGLIGENCE; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL CLIENT BE ENTITLED TO BE INDEMNIFIED FOR ANY LOSSES PURSUANT TO THIS SECTION 11(B) TO THE EXTENT THAT SUCH LOSSES ARISE OUT OF (A) AN ACT OF FRAUD, EMBEZZLEMENT OR CRIMINAL ACTIVITY BY CLIENT, (B) THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH BY CLIENT, OR (C) THE FAILURE OF CLIENT TO COMPLY WITH, OR TO PERFORM ITS OBLIGATIONS UNDER, THIS AGREEMENT.

(c) If either Party becomes aware of any matter it believes is subject to indemnification hereunder, the Party seeking indemnification will give the other Party prompt written notice of such claim for indemnification; provided that the indemnified Party’s failure to notify the indemnifying Party shall not diminish the indemnifying Party’s obligations under this Section 12 except to the extent that the indemnifying Party is materially prejudiced as a result of such failure. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the claim for indemnification and in the possession of the indemnified Party. The indemnifying Party will control the defense of the claim, at its own expense and with counsel of its choice. The indemnified Party will reasonably cooperate with the indemnifying Party and its counsel in the defense. Should the indemnified Party desire to retain its own counsel, it may do so at its own expense. The indemnifying Party may, upon consultation with the indemnified Party and subject to the approval of the indemnified Party with respect to any settlement other than for the payment of money at settlement (such as involving an admission of liability), enter into any compromise or settlement of a claim, and such compromise or settlement will be fully binding on the Parties.

13. LIMITATION ON LIABILILTY; DISCLAIMER. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND BOTH PARTIES DISCLAIM ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, neither Party will be liable for lost profits, lost business or any special, consequential, or punitive damages (whether or not arising out of circumstances known or foreseeable by a Party) suffered by the other Party, any Payees, or any other person, or third party in connection with the obligations provided under this Agreement. Except for a Party’s indemnification obligations under Section 11 herein, the Parties’ total cumulative liability to each other related to this Agreement shall not exceed the aggregate fees earned by Paymenture hereunder during the three (3) months immediately preceding the date such claim arose (provided that, if no fees are paid or payable, such amounts will be limited to five thousand dollars ($5,000.00)).

14. OWNERSHIP. All right title and interest in and to the Services and all the rights related to patents, trademarks, rights of publicity, copyrights, related pending registrations, inventions, processes, trade secrets or other proprietary rights throughout the world (“Intellectual Property Rights”) that are conceived, made or discovered by Paymenture in the performance of this Agreement, solely or in collaboration with others, during the term of this Agreement, and all Paymenture trademarks (collectively, “Paymenture Products”) are the sole property of Paymenture.

15. MISCELLANEOUS.

(a) The terms of this Agreement may be modified, amended, or changed by the mutual written consent of the Parties; provided, however, that Paymenture may unilaterally modify or amend this Agreement to comply with requirements of a regulatory authority or a change in Applicable Law or the Rules.

(b) In performing their responsibilities pursuant to this Agreement, the Parties are in the position of independent contractors. Nothing in this Agreement is intended to create, nor will anything herein be construed as creating a partnership between Paymenture and Client.

(c) Neither Party will assign or sell this Agreement without the prior written consent of the other Party; provided, however, that a Party may transfer and assign its rights and obligations under this Agreement without consent to an affiliate of such Party. This Agreement will be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties. Such transfer requires notice to the other party in a reasonable time.

(d) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(e) The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

(f) The Recitals and each Exhibit referred to herein and attached hereto is hereby expressly incorporated herein in its entirety and made a part of this Agreement. This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof.

(g) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAWS AND, TO THE EXTENT APPLICABLE, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF UTAH. In the event that any legal proceedings are commenced in any court with respect to any matter arising under this Agreement, the Parties hereto hereby specifically consent and agree that: (i) the courts of the United States Federal Courts located in the State of Utah, shall have exclusive jurisdiction over each of the Parties and such proceedings; and (ii) the venue of any such action shall be in the United States District Court for Utah and each of the Parties hereto hereby waive any claim that such venue is an inconvenient forum for the resolution of such proceeding. Should any proceeding be necessary by the Paymenture it is not required for the Paymenture to have any bond requirement imposed and client waives any requirement for bonds.

(h) All notices and communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended or delivered by registered or certified mail or nationally recognized overnight delivery service (return receipt requested), or if sent by e mail, provided that the e mail is promptly confirmed, to the Person at the address set forth above, or such other address as may be designated in writing hereafter.

(i) Neither Party shall furnish the name, trademark or proprietary indicia of the other, or use any Service Provider, subsidiary or affiliate thereof as a reference, or utilize the name, trademark or proprietary indicia of the other or any subsidiary or affiliate thereof in any advertising, websites, social media, announcements, press releases or other promotional materials including testimonials, quotations, case studies, and other endorsements without prior written consent from the other Party. Provided, however, the Parties may issue, through mutual agreement, a press release or other public statement announcing the relationship between the Parties and such details thereof as the Parties mutually agree they may reasonably reveal.

(j) Sections 7, 10, 11, 12, 13, 14 and 15 will survive any termination of this Agreement.

(k) This Agreement, and any amendment hereof, may be executed and delivered in any number of counterparts, each of which, when so executed and delivered, will be deemed an original, and such counterparts together will constitute one and the same instrument.

EXHIBIT A

TERRITORIES

EXHIBIT B

PERFORMANCE STANDARDS

EXHIBIT C

PRICING & FEES

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