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Official Payments Corn
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<br /> s) OPS will have the right, at any nme, to invoice GOVERNMENT ENTITY for all incoming Charge oode, or other types of
<br /> returned items, that are deemed palid and proper by any of the Card associations, Card networks, Con1 issuers or any other
<br /> appropriate regulatory agency. OPCwiU only charge GOVERNMENT ENTITY the original amount x,the Card Transaction that
<br /> was originally paid m GOVERNMENT ENTITY. opo will ue responsible for the Convenience Fees and any service fees eiaieu
<br /> to the Charged Back Card Transaction,excluding GOVERNMENT ENTITY's bank fees,if any.
<br /> 7) To be responsible for all promotion and advertising oxthe cam payment program. GOVERNMENT ENTITY will print the
<br /> System's telephone number on all citations and notices.
<br /> w) GOVERNMENT ENTITY agrees that the Official Payments Corp.System shall be their exclusive Card acceptance service and
<br /> agrees not voaccept Card payments o,e"xxe-uounuor.mmughmomai|.o,mnoug»mnvome,eomicu.
<br /> u. COSTS AND PAYMENTS
<br /> A. oPC shall provide all services otno cost oo GOVERNMENT ENTITY. opC agrees m pay all Card processing fees on behalf ov
<br /> GOVERNMENT ENTITY.
<br /> o. For vima. MasterCard, Discover and American Evpmom oan000unno. 0pC shall be responsible for routing the GOVERNMENT
<br /> smT|Trs mnuo to the GOvsewMswT EwT/n,s bank account via wCH transactions. ommo| Payments Corp. mxau mwmoe
<br /> GOVERNMENT ENTITY ona monthly basis for the Convenience Fees. All expenses associated with Visa, MasterCard, Discover
<br /> and American Express will ue paid uvopC.
<br /> C. GOVERNMENT ENTITY will pay all OPC invoices permitted under this Agreement,without delay,and never longer than thirty(30)
<br /> calendar days from the date nf the invoice.
<br /> a. TERM OrAGREEMENT
<br /> This Agreement shall commence on the date the System is first thereafter.
<br /> Termination of this Agreement shall be by thirty(30)day written notice and may be given by either party. Said termination notice shall be
<br /> considered to be rendered when placed in the United States Postal System,postage prepaid,via registered or certified mail,for delivery to
<br /> the other party. Upon termination,both parties shall be released from all contractual obligations to the other party;excluding Card related
<br /> liabilities and obligations of either party,pursuant to the rules and regulations of the various Card associations, Card networks and Card
<br /> issuers,including but not limited to the right of OPC to continue charging valid Charge Backs to GOVERNMENT ENTITY for the term and
<br /> to the extent provided for in such rules and regulations;and further excluding the Sections of this Agreement entitled Scope of Agreement,
<br /> Non Disclosure and Indemnification.
<br /> s. EMPLOYMENT STATUS
<br /> in performance of the services referenced herein,OPC is,and shall remain,on independent contractor,and is not an agent m,employee
<br /> uf GOVERNMENT ENTITY.
<br /> e. RECORDS AND AUDIT
<br /> OPC will keep complete and accurate records for the services perforrned pursuant to this Agreement and any records required(I)by low;
<br /> (ii) by governmental regulation; (III)by Card issuing banks, Card associations, Card networks, or (iv) by any other ruling or regulatory
<br /> agencies having any jurisdiction over either party, except as prohibited by law. OPC shall make all records available for audit to
<br /> GOVERNMENT ENTITY at OPC!s location,and upon reasonable written request of GOVERNMENT ENTITY.
<br /> r. OvvwsmS*|p
<br /> A. GOVERNMENT ENTITY retains for itself,and OPC acknowiedges that GOVERNMENT ENTITY so retains of
<br /> ownership to all Card transaction records entered into the OPC database, as a result of Cardholders using the System. Card
<br /> transaction settlement files created by OPC and submitted to VISA,MasterCard,Discover or American Express,ultimately resulting
<br /> in a credit to GOVERNMENT ENTITY's bank account,shall become the property of OPC.
<br /> B. Official Corp.retains for Itself,and GOVERNMENT ENTITY acknowledges that OPC so m*emo ownership and rights of
<br /> ownership bp all Systwmm.telephone lines and telephone numbers,connected to OPC's data center used in the performance of this
<br /> Agreement.
<br /> a. wOw-o|SCu»SVRs
<br /> A. Both parties expressly covenant and agree that they will not,at any time during, and for one year following the termination of this
<br /> Agreement by either party and for whatever remmon, reveal or make known to any person, §mn, or corporation, any information
<br /> disclosed m ituv the other, relating to the terms of this Agreement, Card Transaction data, uummoao p|ana, product research and
<br /> development plane customer relationships, supplier relationships, project and sales opportunities, proposal or um strategiaa,
<br /> corporate strategies,or any information which has been marked"Confidential"by the disclosing party,including,but not limited to,all
<br /> information relating vnopC'sSystems.
<br /> Official Payments Curp.'Stamford,CT
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