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POINT&PAY,LLC <br /> &PAYMENT SERVICES AGREEMENT <br /> Parties: <br /> Point&Pay, LLC("PNP") ,Orange County, NCI(°Client") <br /> A subsidiary of NAB,doing business in Delaware <br /> Terms <br /> SECTION 1 E-PAYMENT SERVICES 1.4 Service Promotion <br /> Client will use reasonable efforts to promote the Services and <br /> 1.1 Access to Payment Modules build awareness of the Services with its customers through <br /> 1.1.1 Pursuant to this E-Payment Services Agreement (this various media including,but not limited to: <br /> "Agreement"), PNP grants Client a limited, non-exclusive, non- Print: Bill inserts,counter displays,and <br /> transferable and terminable license for the duration of the Term announcements in Client's newsletter <br /> to use the electronic payment services (the "Services") and • Online: Home page announcements with an easily <br /> payment modules (each, a "Module") chosen in the attached accessible,one-click link to payments page. <br /> client application ("Client Application") to enable Client's PhonellVR: Pre-recorded message with the ability to <br /> customers ("Customers") to make payments to Client using a transfer to payments IVR(e.g.,"Press 2 to make a <br /> Payment Device. "Payment Device" means the payment payment")or provide the IVR phone number to call. <br /> type(s)chosen by Client on the Client Application. A description 0 Joint Press Releases:The parties shall mutually agree <br /> of all Modules, Services, training and support offered by PNP is upon press releases announcing the availability of <br /> attached as Exhibit A(the"Services Description"). electronic payment services and the partnering of <br /> Client and PNP. <br /> 1.1.2 At the time of Client's execution of this Agreement, Client 1.5 Trademark License <br /> shall also return the completed Client Application to PNP. PNP grants Client a limited, non-exclusive, non-transferable <br /> Subject to the terms and conditions of this Agreement, the license to use the PNP trademarks, service marks and logos <br /> Services may be also be used by the affiliated offices, bureaus, provided by PNP to Client (the "Trademarks") solely in <br /> agencies or departments of Client ("Affiliates"). Each Affiliate connection with Client's promotion of the Services to <br /> shall complete a Client Application prior to commencement of Customers. Client shall not alter the Trademarks nor use the <br /> the Services. Trademarks in any way which is disparaging, dilutive or <br /> otherwise adversely affects the reputation of PNP. <br /> 1.2 Client Representatives <br /> PNP will provide Client's authorized representatives with a logon 1.6 Client Logo License <br /> and password to access the Counter Module. Client shall be Client grants PNP a limited, non-exclusive, non-transferable <br /> solely responsible for maintaining the confidentiality and security license to use its applicable logos, copyrighted works and <br /> of the logons and passwords provided by PNP. Client will cause trademarks ("Client Marks") solely in connection with the <br /> each of its representatives to change the initial password, keep Services provided to Client. Client shall provide the Client <br /> the passwords confidential, refrain from sharing passwords Marks to PNP for use with the Services. Client represents that it <br /> and/or logon information with any unauthorized user,and use no has all intellectual property rights required for Client's and PNP's <br /> other password to access the Counter Module. PNP shall be use of Client Marks, and shall indemnify PNP against any third <br /> entitled to rely on any communications it receives under Client's party claims that the Client Marks infringe the intellectual <br /> passwords,logon information,and/or account number as having property rights of a third party. <br /> been sent by Client,without conducting any further checks as to <br /> the identity of the user of such information. PNP will not be <br /> responsible for the operability or functionality of any of Client's <br /> computer equipment,system,browser or Internet connectivity. <br /> 1.3 Payment Device Transactions <br /> All Payment Device transactions using the Services will be <br /> processed through a secured link. The parties to each Payment <br /> Device transaction will be the Customer cardholder, the Client <br /> and PNP. <br /> PNP E-Payment Services Agreement v2.0 rev 071008 <br />