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DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3
<br />TRUST COMMERCE"
<br />SAFEGUARIANG DATA. POWERING PAYMENTS..
<br />Client Services Agreement
<br />TC CSA 2017 09
<br />hereunder upon notice to Client in the event Client is in breach of any of its obligations hereunder. The Parties acknowledge and
<br />agree that a failure by Client to pay all invoiced fees, costs and expenses within the timeframe provided within this Agreement shall
<br />constitute a breach hereunder and a basis for Company to suspend TC Services and /or terminate the Agreement pursuant to this
<br />provision.
<br />14. EFFECT OF TERMINATION
<br />Upon the expiration or termination of this Agreement for any reason, each party will be released from all obligations and liabilities
<br />to the other occurring or arising after the date of such termination, except that any termination of this Agreement will not relieve
<br />Company or Client from any liability arising from any prior breach of this Agreement. Notwithstanding the foregoing, the provisions
<br />which, by their nature, are intended to survive the expiration or the early termination of the Agreement shall survive any
<br />termination or expiration of this Agreement.
<br />15. FORCE MAJEURE
<br />Except for payment and indemnity obligations hereunder, neither party shall be liable for any failure or delay in performing any
<br />obligation under this Agreement that is due to causes beyond its reasonable control including, but not limited to, acts of God,
<br />natural catastrophes, war, acts of terrorism, fires, governmental acts or omissions, changes in laws or regulations, labor strikes or
<br />difficulties, communications systems breakdowns, hardware or software failures, transportation stoppages or slowdowns or the
<br />inability to procure supplies or materials. If any such cause continues to prevent or delay performance for more than ninety (90)
<br />days, the affected party may terminate this Agreement, in whole or in part, effective immediately upon written notice to the other
<br />party.
<br />16. ASSIGNMENT
<br />The rights and liabilities of the Parties hereto shall be binding upon and inure to the benefit of their respective successors, executors
<br />and administrators, as the case may be, provided that either Party may not assign or delegate its obligations under this Agreement,
<br />either in whole or in part, without first obtaining prior written consent from an authorized representative of the other Party, which
<br />consent may be withheld in the other Party's sole discretion. Notwithstanding the foregoing, Company may assign its rights and
<br />obligations under this Agreement to a third party in connection with a merger, acquisition, consolidation, the sale of all or
<br />substantially all of Company's assets, or other corporate reorganization.
<br />17. ADVERTISING
<br />Client hereby authorizes Company to identify Client as a Company Client and use Client Name in marketing materials as well as
<br />announce the relationship in a press release pending Client approval of release prior to distribution. If this Agreement expires or is
<br />terminated, Company agrees to remove Client's name from any then - current marketing materials identifying Client.
<br />18. WAIVER
<br />The waiver by either party of any breach or failure to enforce any of the terms or conditions of this Agreement at any time shall not
<br />in any way affect, limit or result in a waiver of either party's rights thereafter to enforce and compel strict compliance with every
<br />term and condition of this Agreement.
<br />19. CONFIDENTIAL INFORMATION
<br />Intentionally Omitted
<br />20. CHOICE OF LAW /JURISDICTION AND VENUE
<br />This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of North Carolina
<br />without reference to its conflict of law principles. The Parties hereto submit to exclusive jurisdiction in the courts of North Carolina,
<br />and venue under this Agreement shall lie in the County of Orange for the State of North Carolina.
<br />21. NOTICES
<br />Any notice, request, demand, waiver, approval or other communication which is required or permitted to be given hereunder shall
<br />be given in writing to the appropriate party at the address specified in this Agreement or at such other address as the party may
<br />subsequently specify in writing. Such notice shall be deemed given upon personal, email, facsimile, or nationally- recognized, next-
<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 l
<br />Info @TrustCommerce.com I www.TrustCommerce.com
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