2013-358 Tax - Point-Pay, LLC to Provide Electronic Payment Service over the counter Credit card Payment

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SECTION 5 LIMITATIONS OF LIABILITY AND SECTION 8 TERM AND TERMINATION OBLIGATION 8.1 Term 5.1 Damages and Liability Limit The initial term of this Agreement will commence on the IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE Effective Date and will end on the,first (1st anniversary of the OTHER PARTY OR ANY THIRD PARTY IN CONNECTION Effective Date (the "Initial Term"). This Agreement will WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, automatically renew for successive one (1)-year terms (each, a CONSEQUENTIAL, RELIANCE, SPECIAL, EXEMPLARY OR "Renewal Term," and the Initial Term and any Renewal Term PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST may be referred to as a "Term"). The term of this Agreement PROFITS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED will terminate at the end of the Initial Term or any subsequent OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY Renewal Term if either party provides written notice of such RELEASES THE OTHER PARTY AND ALL OF THE OTHER termination to the other party at least sixty(60)days prior to the PARTY'S AFFILIATES, EMPLOYEES, AND AGENTS FROM expiration of the applicable Term. ANY SUCH DAMAGES. IN NO EVENT WILL PNP HAVE OR INCUR ANY LIABILITY TO CLIENT OR ANY THIRD PARTY IN 8,2 In the Event of Breach;Effect on Affiliates EXCESS OF THE AGGREGATE COMPENSATION RECEIVED 8.2.1 Subject to the opportunity to cure set forth below,either BY PNP FOR THE SIX-MONTH PERIOD IMMEDIATELY party may terminate this Agreement upon sixty(60)days written PRECEDING THE EVENT GIVING RISE TO A CLAIM FOR notice to the other party in the event of a material,uncured SUCH LIABILITY. THE FOREGOING EXCLUSIONS AND breach of any provision of this Agreement by the other party. LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT Such notice by the complaining party shall expressly state all of PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY the reasons for the claimed breach in sufficient detail so as to FAILS ITS ESSENTIAL PURPOSE. provide the alleged breaching party a meaningful opportunity to cure such alleged breach("Notice"). 5.2 Refusals of Payment PNP will not be liable for charge-backs or other refusals of 8,2,2 Following receipt of Notice,the alleged breaching party payment initiated by any Customer. All such charge-backs and shall have sixty(60)days to cure such alleged breach. Upon other refusals of payment will be refunded by PNP to the termination or expiration of this Agreement,Client shall have no Customer and Client will mark and otherwise treat the related rights to continue use of the Service or the Modules. Expiration Customer account as"unpaid." or termination of the Agreement by Client or PNP shall also terminate the Affiliates'rights under the Agreement unless 5.3 Errors and Omissions otherwise agreed by the parties in writing. PNP may terminate PNP will not be liable for any errors or omissions in data the Agreement solely with respect to an individual Affiliate provided by Client or Customers. Client will be responsible for without affecting the rights and obligations of Client and other the accuracy of data provided to PNP for use in providing the Affiliates under the Agreement. Services. 8.3 Modification to or Discontinuation of the Service 5.4 Bank Actions PNP reserves the right at any time and from time to time to PNP will not be liable for any errors, omissions or delays modify, temporarily or permanently, the Service (or any part attributable to the acts or omissions of any bank or other third thereof). In addition, PNP will have the right to discontinue party involved in the processing of any Payment Device accepting any Payment Device by providing not less than ten payment. (10) days' written notice to Client. In the event that PNP modifies the Service in a manner which removes or disables a SECTION 6 CARDHOLDER DATA SECURITY feature or functionality on which Client materially relies, PNP, at To the extent applicable,each of the parties shall be required to Client's request, shall use commercially reasonable efforts to comply at all times with the Payment Card Industry Data substantially restore such functionality to Client. In the event that Security Standard Program("PCI-DSS")in effect and as may be PNP is unable to substantially restore such functionality within amended from time to time during the term of the Agreement. sixty (60) days, Client shall have the right to terminate the The current PCI-DSS specifications are available on the PCI Agreement. Client acknowledges that PNP reserves the right to Security Standards Council website at discontinue offering the Service and any support at the https://www.pcisecuritystandards.org. conclusion of Client's then-current Term.Client agrees that PNP shall not be liable to Client nor to any third party for any SECTION 7 EXCLUSIVITY modification of the Service as described in this Section. Client agrees that PNP will be the:non-exclusive provider of fee- based electronic payment services and that Client;may procure similar such services from any other party. PNP E-Payment Services Agreement v2.0 rev 071008 4