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<br />©2022 Vermont Systems. All Rights Reserved.
<br /> Template: CNT-VS-QM-SA Payment Service Terms and Conditions 07APR2022-CE-V02
<br />Last Revision: 10/27/2022
<br />expenses, collection agency fees, and interest at the lesser of one -and-one-half percent (1.5%) per month or the highest rate
<br />permitted by applicable law. In our discretion, we may make appropriate reports to credit reporting agencies and law
<br />enforcement authorities and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree
<br />that all communication in relation to delinquent sub-merchant accounts may be made by us or by a third party acting on our
<br />behalf, including but not limited to a collections company.
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<br />27. INTELLECTUAL PROPERTY. We reserve all rights not expressly granted to you in the Agreement, including without
<br />limitation, this Sub-Merchant Agreement. We own the title, copyright and other worldwide intellectual property rights in the
<br />Payment Services and all technology, components, systems, and hardware associated therewith. This Sub-Merchant
<br />Agreement does not grant you any rights to our trademarks or service marks, nor may you remove, obscure, or alter any of
<br />our trademarks or service marks included in the Payment Services. All comments and suggestions of or concerning the
<br />Payment Services provided to you shall be our property and you shall not have any rights therein.
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<br />28. REIMBURSEMENT. You agree to reimburse us and all third parties that assist in providing the Payment Services (including
<br />the bank(s), the Card Brands and our Processor), as well as our/their employees, directors, and agents for any and all losses ,
<br />costs, or damages that we suffer, (inclusive of attorneys' fees and court costs) arising out of any claim, action, a udit,
<br />investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or related to: (a ) any
<br />actual or alleged breach of your representations, warranties, or obligations set forth in the Sub -Merchant Agreement; (b) your
<br />wrongful or improper use of the Payment Services; (c) any transaction submitted by you through the Payment Services
<br />(including without limitation the accuracy of any product information or service that you provide or any claim or dispute ari sing
<br />out of products or services offered or sold by you); (d) your violation of any third -party right, including without limitation any
<br />right of privacy, publicity rights or intellectual property rights; (e) your violation of any applicable law; or (f) any othe r party’s
<br />access and/or use of the Payment Services with your access credentials.
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<br />29. NO WARRANTIES. THE PAYMENT SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. USE OF THE
<br />PAYMENT SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
<br />PAYMENT SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
<br />INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br />PURPOSE, OR NON-INFRINGEMENT.
<br />
<br />30. LIMITATION ON LIABILITY. WE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL,
<br />EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF SALES, GOODWILL, PROFITS OR
<br />REVENUES. OUR LIABILITY UNDER THIS SUB-MERCHANT AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED
<br />$5,000. WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED DIRECTLY OR INDIRECTLY BY: (A) YOUR ACT OR
<br />OMISSION, OR THE ACT OR OMISSION OF ONE OF YOUR AFFILIATES OR END USERS; (B) YOUR USE OF OR
<br />INABILITY TO USE THE PAYMENT SERVICES; (C) DELAYS OR DISRUPTIONS IN THE PAYMENT SERVICES; (D)
<br />VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE PAYMENT SERVICES; (E) BUGS,
<br />ERRORS, OR INACCURACIES OF ANY KIND IN THE PAYMENT SERVICES; (F) ACT OR OMISSIONS OF THIRD
<br />PARTIES; (G) A SUSPENSION OR OTHER ACTION TAKEN IN ACCORDANCE WITH THE TERMS OF THIS SUB-
<br />MERCHANT AGREEMENT; (H) OUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR DIMINISHED
<br />ABILITY TO DO BUSINESS AS A RESULT OF CHANGES TO THIS SUB-MERCHANT AGREEMENT OR OUR POLICIES
<br />OR PAYMENT SERVICES MADE IN ACCORDANCE WITH THIS SUB-MERCHANT AGREEMENT OR APPLICABLE LAW;
<br />(I) ANY BREACH BY YOU OF THIS SUB-MERCHANT AGREEMENT; (J) INCORRECT OR INCOMPLETE TRANSACTION
<br />INFORMATION; OR (K) OUR ELECTION TO SUSPEND PROVIDING PAYMENT SERVICES ON THE BASIS OF OUR
<br />LEGAL, COMPLIANCE, OR RISK POLICIES.
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<br />31. TIME LIMIT TO INITIATE A DISPUTE. Unless otherwise required by law, an action or proceeding by you relating to any
<br />dispute or claim by you under this Sub-Merchant Agreement must commence within one year after the cause of action accrues,
<br />failing which you forego any rights in respect thereof.
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<br />32. CONFIDENTIALITY. Unless otherwise required by law, you shall, and shall cause your affiliates to, hold in strict confidence
<br />at all times following the date hereof all of our, our bank’s or our Processor’s Confidential Information, and neither you nor any
<br />of your affiliates shall use such Confidential Information for any purpose other than for the performance o f your duties and
<br />obligations hereunder. If you breach, or threaten to breach, any of the provisions of this section, in addition to any other rights
<br />we may have, including a claim for damages, we shall have the right to have the provisions of this section specifically enforced,
<br />and your breach or threatened breach enjoined, by any court of competent jurisdiction, without presentment of a bond (such
<br />requirement being expressly waived by you), it being agreed that any breach or threatened breach of this section would cause
<br />irreparable harm to us in that money damages would not provide an adequate remedy.
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<br />33. PERSONAL GUARANTY. If an individual executes this Sub-Merchant Agreement on your behalf as a guarantor, then such
<br />individual personally guarantees performance by you hereunder, shall be deemed to be a guarantor for all purposes, and shall
<br />be joint and severally liable with you for all of your liabilities under the Sub-Merchant Agreement.
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<br />34. INDEPENDENT CONTRACTOR. The relationships of the parties to this Sub-Merchant Agreement shall be solely that of
<br />DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8
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