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DocuSign Envelope ID:2A1FF9C3-5E84-4494-AE50-59EAC650084E <br /> pursuant to the terms of this Agreement. Client shall utilize its BridgePay assigned developer ID <br /> in each application utilizing the Products and Services. Client shall have no right to (i) disclose <br /> any BridgePay source code or Documentation to any third party, (ii) use or reproduce any <br /> BridgePay source code or Documentation other than as permitted or contemplated by this <br /> Agreement. No licenses are granted by BridgePay to Client by implication or estoppels to the <br /> BridgePay source code or Documentation. <br /> Ill. Bridge Pay's Rights and Obligations <br /> 3.1 Ownership and Use of the Products and Services. Client shall use the Products and <br /> Services only for bona fide transactions between Client and a cardholder. Unless otherwise <br /> specifically permitted by this Agreement, Client's use of the Products and Services shall be <br /> restricted to a single merchant account owned and controlled by Client. Client agrees not to <br /> submit payment data to BridgePay or otherwise process orders on behalf of any other entity or <br /> individual. Subject to applicable law, BridgePay retains all right, title and interest in and to the <br /> Products and Services and all related Documentation and all technology utilized under or in <br /> connection with this Agreement, and Client shall not take any action inconsistent with such <br /> ownership.The Products and Services, Documentation and the related Confidential Information <br /> (defined below) may be protected by copyright, trade secret and other intellectual property <br /> laws, all of which belongs to BridgePay. Client acknowledges that Client shall have no <br /> intellectual property or ownership rights in the Products and Services. The restrictions in this <br /> Agreement shall not be construed to supersede or eliminate any rights which BridgePay may <br /> have under applicable laws pertaining to trade secrets. <br /> 3.2 Cardholder Information Security. BridgePay hereby acknowledges to Client User that <br /> BridgePay is responsible for the security of cardholder information BridgePay possesses or <br /> otherwise stores, processes, or transmits on behalf of Client, or to the extent that BridgePay <br /> could impact the security of the Client's cardholder information environment. BridgePay will <br /> maintain and comply with all applicable PCI DSS requirements. <br /> 3.3 Warranty and Disclaimers. Each party represents and warrants to the other that (a) it <br /> has all necessary right, power and ability to execute this Agreement and to perform its <br /> obligations therein, (b) no authorization or approval from any third party is required in <br /> connection with such party's execution, deliver or performance of this Agreement, (c) this <br /> Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance <br /> with its terms, and (d) the party's obligations under this Agreement do not violate any law or <br /> breach of any other agreement to which such party is bound. By executing this Agreement, <br /> BridgePay represents and agrees that BridgePay is qualified to perform and fully capable of <br /> performing and providing the services required or necessary under this Agreement in a fully <br /> competent, professional and timely manner. BridgePay shall exercise reasonable care and <br /> diligence in performing services under this Agreement in accordance with the highest generally <br /> accepted standards of this type of practice throughout the United States and in accordance <br /> with applicable federal, state and local laws and regulations applicable to the performance of <br />