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DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3
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<br />TRUSTCOMMERCEm
<br />Client Services Agreement
<br />SAFEGUARDING DATA_ POWERING PAYMENTS. TC CSA 2017 09
<br />9. INDEMNIFICATION
<br />To the extent permitted by law, Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors,
<br />agents, employees and other representatives from and against any and all claims, losses, demands, liabilities, damages, costs,
<br />expenses, fines, penalties or other liabilities (including, without limitation, attorneys' fees of third parties) resulting from or in
<br />connection with this Agreement, and any results caused by the acts, omissions or negligence of the party, its subcontractors, agents,
<br />employees, or directors, or any of them, including, but not limited to, claims of third parties arising out of or resulting from, or in any
<br />manner in connection with, the party's products or services, messages, programs, third -party contracts, promotions, advertising,
<br />infringement or any claim for defamation, or for violations of copyrights, patents, trademarks, service marks or other intellectual
<br />property rights.
<br />Company agrees to defend Client from and against any third party claims alleging that the Software furnished and used within the
<br />scope of this Agreement infringe or misappropriate a United States patent issued as of the date hereof, copyright, United States
<br />trademark or trade secret and will pay all final judgments awarded or settlements entered into on such claims. The foregoing
<br />indemnity obligation shall not extend to any claims of infringement arising out of or related to (i) a modification of the Software by
<br />anyone other than Company or its duly authorized agents; (ii) the incorporation into a Product of any information provided by or
<br />requested by Client; (iii) a combination of the Software with any third party software or equipment where the infringement or
<br />misappropriation would not exist without such combination; or (iv) the use of a version of the Software other than the then - current
<br />version if infringement would have been avoided by using of the then - current version. In the event the Software is held or believed
<br />by Company to infringe, Company may, at its sole option and expense, elect to (a) modify the Software so that they are non -
<br />infringing; (b) replace the Software with non - infringing Software which are functionally equivalent; (c) obtain a license for Client to
<br />continue to use the Software as provided hereunder; or if none of the (a), (b), or (c) is commercially reasonable, then (d) terminate
<br />the license for the infringing Software and refund the fees paid for those Software. This Section states Company's entire liability and
<br />Client's sole and exclusive remedy for any infringement, misappropriation or other claims arising out of the actual or alleged
<br />violation of third party intellectual property rights of any kind. Company's indemnification obligations under this Section are
<br />conditioned upon Client (a) giving prompt notice of the claim to Company; (b) granting sole control of the defense and settlement of
<br />the claim or action to Company; and (c) providing reasonable cooperation to Company and, at Company's request and expense,
<br />assistance in the defense or settlement of the claim.
<br />10. LIMITATION OF LIABILITY
<br />Company assumes no liability for disruptions in TC Services including, but not limited to, vandalism, theft, phone service outages,
<br />Internet disruptions, extreme terrorism, or severe weather conditions or any other causes in the nature of "Acts of God" or force
<br />majeure. Company shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances.
<br />In no case shall Client be entitled to recover damages from Company exceeding the sum of the service fees retained by Company
<br />under this Agreement during the twelve (12) months prior to the event giving rise to the claim for damages.
<br />11. INSURANCE
<br />Company will carry and maintain at its own expense commercially reasonable insurance including but not limited to comprehensive
<br />general liability with limits not less than $1,000,000 each occurrence, $2,000,000 aggregate with an umbrella policy of $5,000,000;
<br />automobile liability with a combined single limit of $1,000,000 with an umbrella policy of $5,000,000; workers compensation and
<br />employers' liability of $1,000,000 and error and omissions (inclusive of cyber liability) with limits not less than $5,000,000 each
<br />glitch and each aggregate. A copy of such insurance certificates is attached hereto as "Exhibit 2 ".
<br />12. PROPRIETARY INFORMATION
<br />a) Certain technology and software used in connection with TC Services is proprietary to Company. Client will not gain any
<br />ownership interest or any other right or interest in or to any of the proprietary information of Company by reason of this Agreement
<br />or by reason of receiving TC Services contracted for hereunder. Client shall have the right to use Company marketing or training
<br />materials bearing the Company name, service marks, trademarks, symbols, and logos associated therewith, as may be supplied by
<br />Company. Client will use Company marketing or training materials only in a manner and form approved by Company. All right, title
<br />and interest in and to the Company marks are retained by Company and upon termination or cancellation of this Agreement, for any
<br />reason, Client agrees to return all marks and shall have no further right to the use of Company marks and shall immediately cease all
<br />use and display thereof.
<br />TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials:
<br />Tel 800.915.1680 Fax 949.266.0359 P a g e 1 5
<br />Info @TrustCommerce.com I www.TrustCommerce.com
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