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<br />7 <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 />independent contractors, and nothing contained herein shall be construed otherwise. Nothing in this Sub-Merchant Agreement <br />or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other. <br />Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that <br />of independent contractors. <br /> <br />35. ASSIGNMENT. You may not assign or otherwise transfer any or all of your rights or obligations under the Sub-Merchant <br />Agreement without our prior written consent, and any assignment without such prior written consent will be null and void. We <br />may assign any of our rights or obligations hereunder to a third party without written notice to you. <br /> <br />36. OTHER AGREEMENT TERMS; CONFLICT. Upon SMAA acceptance, this Sub-Merchant Agreement shall be considered <br />incorporated by reference into your overall Agreement with us. To the extent any provision of this Sub-Merchant Agreement <br />directly conflicts with any other provision of the Agreement, then the Sub-Merchant Agreement’s terms shall be deemed to <br />control. <br /> <br />37. COST REVIEW & POTENTIAL ADJUSTMENT. We will conduct a quarterly review of the overall card processing costs. The <br />first review will begin six (6) months after the initial implementation. If there is a material increase in card processing costs, <br />we reserve the right to increase fees associated with Payment Services. <br />DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8