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SECTION 2 COMPENSATION property, industrial and other proprietary rights, protected or
<br /> protectable, under the laws of the United States, any foreign
<br /> 2.1 Services Transaction Fee country, or any political subdivision thereof, including (a) all
<br /> PNP will charge the transaction fee to use the Services set forth trade names, trade dress, trademarks, service marks, logos,
<br /> on the Client Application. If Services fees are charged directly brand names and other identifiers, (b) copyrights, moral rights
<br /> to Customers by PNP, Customers will receive a notice each (including rights of attribution and rights of integrity), (c)all trade
<br /> time they use the Services stating that the Services are provided secrets, inventions, discoveries, devices, processes, designs,
<br /> by PNP and that a convenience fee is charged for use of the techniques, ideas, know-how and other confidential or
<br /> Services. PNP may change the amount of such fee by notifying proprietary information, whether or not reduced to practice, (d)
<br /> Client of such new amount at least thirty(30)days prior to such all domestic and foreign patents and the registrations,
<br /> change. applications, renewals, extensions and continuations (in whole
<br /> or in part)thereof, and(e)all goodwill associated with any of the
<br /> 2.2 Activation Fee foregoing and(f)all rights and causes of action for infringement,
<br /> If applicable, Client shall pay the one-time Activation Fee set misappropriation, misuse, dilution or unfair trade practices
<br /> forth on the Client Application. If the Activation Fee or any associated with(a)through(d)above.
<br /> portion of the Activation Fee is waived by PNP and the Client
<br /> does not implement the Service under this Agreement within six 3.2 Ownership and Use of PNP Materials
<br /> months after the Effective Date, other than due to a material Any software developed by or on behalf of PNP for use in
<br /> breach by PNP, the waived portion of the Activation Fee shall connection with the Services remains the exclusive property of
<br /> become immediately due and payable. PNP. Client will not sell, transfer, barter, trade, license, modify
<br /> or copy any such software. Web pages accessible through use
<br /> 2.3 Charge-backs and Returns of the Services are the copyrighted intellectual property of PNP
<br /> Unless otherwise specified in the Client Application, PNP will set and may not be copied in whole or part by anyone. Any training
<br /> off (a) the amount of any charge-backs, refusals to pay and materials (including, but not limited to, webinars and manuals)
<br /> returns from any amounts otherwise owing by PNP to Client and provided to Client by PNP shall remain the exclusive property of
<br /> (b) a transaction handling fee for charge-backs and non- PNP. PNP grants Client and Client's personnel a limited, non-
<br /> sufficient funds(NSF)as specified in the Client Application exclusive, non-transferrable license to use and to make copies
<br /> of the training materials with its personnel solely in connection
<br /> 2.4 ACH Debit of Fees with the Services. Training materials may not be modified by
<br /> Client hereby authorizes PNP, and any subsidiary or successor Client or its personnel or disclosed to any third party, including
<br /> thereof, solely with respect to amounts due pursuant to this Client's end-user customers. Client shall ensure all personnel
<br /> Agreement and any subsequent agreements between Client shall complete and review all training materials prior to using the
<br /> and PNP, including but not limited to service fees, transaction Services.
<br /> fees, charge-backs and returns as set forth in Sections 2.1 and
<br /> 2.3 of this Agreement, to initiate Automated Clearing House 3.3 Reverse Engineering
<br /> ("ACH")Authorizations to credit and debit Client's bank account Client will not reverse engineer, reverse assemble,decompile or
<br /> as set forth on the Banking Authorization Form attached hereto disassemble any of PNP's intellectual property, nor will Client
<br /> as Exhibit B or otherwise provided by Client. Client attempt to do so or enable any third party to do so or otherwise
<br /> acknowledges that it will be subject to a$25 reject fee if items attempt to discover any source code, modify the Service in any
<br /> are returned for insufficient funds. manner or form, or use unauthorized modified versions of the
<br /> Service, including (without limitation)for the purpose of building
<br /> SECTION 3 INTELLECTUAL PROPERTY; a similar or competitive product or service or for the purpose of
<br /> CONFIDENTIALITY obtaining unauthorized access to the Service.Client is expressly
<br /> prohibited from sublicensing use of the Service to any third
<br /> 3.1 No Transfer or License parties. If Client becomes aware that any person has engaged
<br /> Except for the rights expressly granted to Client in this or is likely to have engaged in any of the activities described in
<br /> Agreement, no PNP Intellectual Property Right is transferred or this Section 3.3, Client will promptly notify PNP.
<br /> licensed to Client pursuant to this Agreement, by implication or
<br /> otherwise. PNP reserves and retains all rights, title and
<br /> interests in and to the PNP Intellectual Property Rights, and all
<br /> copies, revisions, modifications, updates, and upgrades thereof.
<br /> Client agrees not to remove, alter or destroy any copyright,
<br /> patent notice, trademark or other proprietary markings or
<br /> confidential legends placed on or within any portion of the PNP
<br /> Intellectual Property Rights. For purposes of this Agreement,
<br /> "Intellectual Property Rights" means all the intellectual
<br /> PNP E-Payment Services Agreement v2.0 rev 071008 2
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