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DocuSign Envelope ID:2A1FF9C3-5E84-4494-AE50-59EAC650084E <br /> Products and Services Agreement <br /> This Products and Services Agreement ("Agreement") is made as of_October 2_, 2017_ <br /> ("Effective Date") by and between BridgePay Network Solutions, LLC with offices at 600 <br /> Northlake Blvd., Suite 260, Altamonte Springs, FL 32701 ("BridgePay") and Orange County, <br /> North Carolina, a political subdivision of the State of North Carolina ("Client"). <br /> I. Definitions <br /> "Documentation" means the operations manuals, help files and other documentation designed <br /> to be used in conjunction with the Products and Services. <br /> "Fees" means those fees payable to BridgePay, as set forth on the attached Exhibit A attached <br /> hereto. <br /> "Payment Brand" means Visa, MasterCard and any other association, payment brand, payment <br /> instrument issuer, debit network or payment methodology or system having proprietary rights <br /> to and clearing and oversight responsibilities with respect to any payment instrument used to <br /> affect payment-related transactions. <br /> "Products and Services" means the products and services described in this Agreement, <br /> including any upgrades, modifications or improvements thereto made available to Client by <br /> BridgePay under the terms of this Agreement. <br /> "Provider" means the entity providing electronic payment processing services to Client <br /> pursuant to a separate merchant processing agreement. <br /> II. Client's Rights and Obligations <br /> 2.1 Installation, Servicing, Maintenance. In consideration of use of the Products and <br /> Services, Client agrees to: (i) provide true, accurate, current, and complete information about <br /> Client and Provider as requested on any registration or application form, and (ii) to maintain <br /> and update this information to keep it true, accurate, current and complete. If any information <br /> provided by Client is untrue, inaccurate, not current, or incomplete, BridgePay has the right to <br /> terminate Client's access to the Products and Services and refuse any and all current or future <br /> use of the Products and Services. Client will be responsible for the installation, servicing and <br /> maintenance of the point-of-sale devices and related equipment at Client's facilities, and will <br /> likewise be responsible for the connection of those devices to the Products and Services in <br /> compliance with BridgePay's requirements. <br /> 2.2 License Grant. Subject to the terms and conditions of this Agreement, BridgePay hereby <br /> grants to Client a limited, non-exclusive, non-transferable, revocable, royalty free right, during <br /> the Agreement, to use the Products and Services, subject to the restrictions herein and any <br /> other restrictions communicated by BridgePay to Client upon 30 days' notice, solely for Client's <br /> internal use. BridgePay and its suppliers shall retain title and all ownership rights to the <br /> Products and Services and this Agreement shall not be construed in any manner as transferring <br />