itransact Payment Facilitator User Agreement

itransact Payment Facilitator User Agreement This itransact Payment Facilitator User Agreement ( AGREEMENT ) is between you and The itransact Group, LLC ("VENDOR") governing your use of Vendor s payment processing services known as itransact Lite, itransact MA Lite, and/or itransact Lite+ to accept credit cards, debit cards and/or checks (together, the SERVICES ). CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. USING THE SERVICES INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY DISCONTINUE USE OF THE SERVICES. 1. Services The Services allow you to accept payment card transactions into your Vendor account on a compatible computer and/or mobile device. The Services are licensed to you, and Vendor owns all copyright, trade secret, patent, and other proprietary rights in the Services. Vendor is not a bank; Vendor is a merchant services processor that processes payments you receive from your customers. To do this, Vendor enters into agreements with other processors and banks. You will be required to provide certain personal information to open an account with Vendor, which must be approved by Vendor prior to using the Services (the MERCHANT ACCOUNT ). You must provide accurate and complete information to Vendor when opening the Merchant Account. Vendor may forward some of this information to its processor. By entering this Agreement, you authorize Vendor to share this information with its processors as well as your bank or other financial institution. If your request to open a Merchant Account is approved, Vendor may request additional information from you at any time. Vendor may also periodically obtain reports to determine whether you continue to meet the requirements for a Merchant Account. In addition, you may be required to enter into additional agreements as required by Vendor s processors or the card organizations, such as MasterCard, Visa, Discover Network or American Express (the CARD ORGANIZATIONS ). The Services work with most of the Card Organizations credit, debit, prepaid or gift cards (the CARD(S) ). Vendor may remove or add Cards that it accepts at any time and without prior notice. The Card Organizations and Vendor s processors require that you and Vendor comply with all applicable bylaws, rules and regulations, which may be amended at any time. Vendor may be required to amend this agreement to comply with such amendments. Portions of these rules and regulations are available on the Visa and MasterCard websites. 2. Swipe Device Once your Merchant Account is approved, and if required for your account, the swipe device will be sent to you at the address provided. Vendor does not warrant that the swipe device or the Services will be compatible with your computer, mobile device or third-party carrier. Your use of the swipe device and the Services may also be subject to the terms of your mobile device manufacturer and your carrier. 3. Merchant Account By establishing a Merchant Account, you confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state in which it operates. The Services may only be used within the United States of America. You agree that Vendor is authorized to contact and share information about your Merchant Account with your bank or other financial institution. Upon approval of your Merchant Account and by accepting the terms of this Agreement, you authorize the Vendor to hold, receive, and disburse funds on your behalf. You may terminate this authorization by closing your Merchant Account. You agree that in using the Services, you will do the following: Only send SMS receipts to customers who have requested a receipt be delivered in that manner; Comply with all applicable laws and regulations and all requirements of Card Organizations applicable to merchants;

Maintain the security of account login information you receive as part of your use of the Services. You agree that if you lose your mobile device or you have reason to believe that your account is no longer secure, you will immediately notify Vendor; Not accept payments in connection with any illegal activity; Use the Services only for lawful merchant activities as approved by Vendor and not in a manner that results in or may result in complaints, disputes, chargebacks, fees, fines or penalties; and Not use the Services to process cash advances. 4. Unauthorized Use. You may only use the Services in compliance with all laws, rules, and regulations applicable to the use of the Services. Vendor may choose not to authorize or settle any transaction submitted to us if Vendor believes the transaction is in violation of this Agreement or may cause harm to you, the Vendor, or Vendor s processors. You expressly authorize Vendor to share information about you, your Merchant Account or your transactions with law enforcement if Vendor believes the Services have been used for an illegal, unauthorized or criminal purpose. 5. Fees You agree to pay the applicable fees set forth when you signed up for the Services ( FEES ). Vendor reserves the right to change Fees at any time upon thirty (30) days notice prior to the effective date of the change. Your continued use of the Services indicates your consent to the change in Fees. If you do not consent to the change in Fees, you must close your Merchant Account. 6. Deposit of Merchant Account Funds You will establish and maintain with an Automated Clearing House ( ACH ) receiving depository institution acceptable to Vendor s processors one or more commercial checking account(s) to facilitate payment for credit card or debit card transactions. You will maintain sufficient funds in the account to accommodate all transactions, including, but not limited to, Fees, fines and chargebacks. You irrevocably authorize the debit of the account for chargebacks, Fees and any other penalties, fees or payments due under this Agreement. Once your US bank account is validated, Vendor or Vendor s processor(s) will deposit to your Merchant Account the amounts actually received by us for completed transactions submitted through the Services (less any applicable Fees) at the end of every business day. Payouts to your bank account will normally register within 2-3 business days. The transaction will be considered complete when the Vendor has received the funds and when such funds have been accepted by the designated bank or financial institution. Should Vendor need to conduct an investigation or resolve any dispute related to your Merchant Account, Vendor may defer payout or restrict access to your funds for as long as Vendor deems necessary. Vendor also may defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity. 7. Merchant Account Activity You are responsible for monitoring your transactions and ensuring that Vendor s payments to you are correct. You agree to contact Vendor immediately if you discover an error or an unauthorized transaction on your Merchant Account. You must notify Vendor of any errors in payments made to you within thirty (30) days of the error or unauthorized transaction. Your failure to notify the Vendor of any such errors will be considered a waiver of any right or claim to amounts owed to you. 2

You are responsible for reconciling all transactions with your Merchant Account and keeping permanent records of such transactions. 8. Reserve Account/Security Interest For the purpose of providing a source of funds to pay damages which Vendor or its processors may potentially suffer under this Agreement and to pay Fees, fines, chargebacks or other amounts you may owe Vendor under this Agreement or assessed by Vendor s processor, a separate reserve account (the RESERVE ACCOUNT ) may be established from time to time by you, Vendor, or its processors to secure your current and/or future potential obligations as reasonably determined by Vendor or Vendor s processors. The Reserve Account will be in an amount as reasonably determined by Vendor or its processors to protect their present or future interests and may be raised, reduced or removed at any time by Vendor, in its sole discretion. If there are not sufficient funds in your Reserve Account, Vendor has the right of recoupment and set-off and may fund the Reserve Account from any funding source associated with your Merchant Account, including but not limited to any funds due to you under this Agreement, or available in your bank account. You grant Vendor a security interest in and lien on any and all funds held in (a) any Reserve Account, (b) all funds at any time in the Merchant Account, regardless of the source of funds, and (c) any amounts due to you under this Agreement. You agree to provide other security to Vendor upon request to secure your obligations under this Agreement. This security interest may be exercised by Vendor or its processors without notice or demand of any kind by making an immediate withdrawal, debit or freezing of your assets. Vendor may also make reversals of deposits or transfers made to your Merchant Account. You agree to execute any additional documentation required for Vendor to perfect Vendor s security interest. 9. Honoring Cards a. Whenever possible, you will identify the person presenting the Card and purporting to be a person authorized to use the Card and check the expiration date and signature on each Card. You will not honor the Card if the Card has expired or if you determine that the account number on the Card does not match the account number on the Card s magnetic stripe or the account number is listed on a current Electronic Warning Bulletin file. b. You are responsible for ensuring that the cardholder understands that you are responsible for the transaction, including the goods or services that are the subject of the transaction. In addition, you are solely responsible for all customer service issues relating to your goods or services, including pricing, fulfillment, order cancellation, returns, refunds and adjustments, warranty, and support. c. You will not add any amount to the posted price of goods or services you offer as a condition of paying with a card, consistent with the Credit Organization rules and laws. d. You will properly disclose to the cardholder, at the time of transaction, any limitation you have on accepting returned merchandise. Your return policy must be in accordance with the Credit Organization rules. If your refund policy prohibits returns or is unsatisfactory to the cardholder, you may still receive a Chargeback relating to such transactions. e. You agree to make a written receipt available to the cardholder for any transaction. You may provide the cardholder the option to decline a written receipt. You may also offer electronic receipts delivered by SMS or e-mail to the cardholder. 10. Taxes 3

You are responsible for collecting, reporting and remitting any taxes required to be collected, paid or withheld in connection with the Services ( TAXES ). Vendor is not responsible to determine whether or not Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, Vendor or its processor(s) will report annually to the Internal Revenue Service ( IRS ), as required by law, your name, address, Tax Identification Number (such as a Social Security Number (SSN), or Employer Identification Number (EIN)), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year. 11. Returns By using the Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Merchant Account in accordance with this Agreement, Vendor s processor rules and Card Organization rules. 12. Chargebacks The amount of a transaction may be reversed or charged back to your Merchant Account ( CHARGEBACK ) for reasons, including, but not limited to, any one of the following: (a) an invalid Card account is submitted by you; (b) neither the cardholder nor a person authorized by the cardholder received the goods or services requested; (c) the cardholder disputes the quality of the goods or services received; (d) the cardholder never received a credit for a returned item or a cancelled order; (e) the cardholder was charged incorrectly; (f) the authorization code is invalid; (g) the Card was expired or not effective; (h) the transaction is disputed; (i) the transaction is reversed by the Card Organization, Vendor s processor, or a financial institution for any reason, (j) the transaction was not authorized; or (k) the transaction is allegedly unlawful, suspicious, or in violation of the terms of this Agreement. For any transaction that results in a Chargeback, Vendor may withhold the Chargeback amount in the Reserve Account. You may be subject to a chargeback on sales for a minimum period of 180 days from the date the sale was entered into the processing system. We may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by Vendor s processor from your Merchant Account, your Reserve Account, if any, any proceeds due to you, or your bank account. If you have pending Chargebacks or Vendor reasonably believes that a Chargeback is likely, Vendor may withhold or delay payments from your Merchant Account for the later of 270 days following termination of this Agreement or 180 days from your last Chargeback. You agree to respond to all Chargebacks promptly. If Vendor is unable to recover funds related to a Chargeback for which you are liable, you will pay Vendor the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys fees and other legal expenses, incurred by or on behalf of Vendor related to Vendor s efforts to collect any Merchant Account deficit balances unpaid by you. If Vendor determines that you are incurring an excessive amount of Chargebacks, you may be subject to a Card Organization s monitoring program. You are responsible for monitoring your monthly chargeback percentage and developing chargeback reduction programs as required by the Card Organizations. Vendor may also establish controls or conditions governing your Merchant Account, including but not limited to (a) an increase in processing fees, (b) creating a Reserve Account in an amount reasonably determined by Vendor to cover anticipated Chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Services and this Agreement. 13. Processing Errors 4

You agree to promptly notify Vendor of any errors within thirty (30) days after the date of the asserted error or missing transaction(s). If you do not notify Vendor within the 30-day period, Vendor is not liable for, nor obligated to investigate, correct, such asserted error and you agree that all claims related to such error are waived. If Vendor discovers errors, it will attempt to rectify processing errors. 14. Privacy and Legal Notices You agree to keep information received from cardholders confidential. You will not disclose to any third party any cardholder account information other personal information except in connection with the Services and in accordance with the Card Organization rules. You must keep all cardholder information in a secure manner to prevent disclosure to unauthorized parties. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the user. Furthermore, you agree to be subject to Vendor s privacy policy and any other legal notices located at www.itransact.com. 15. Consent to Electronic Notices From time to time, Vendor may be required to provide to you certain notices, disclosures or information about your Merchant Account or in connection with the Services. You agree that this information may be provided to you by posting it on Vendor s website or mobile app, or by sending you an e-mail to the e-mail of record with Vendor when you signed up for the Services. Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. Notices posted to the website or mobile app will be deemed given and received within 24 hours of posting. 16. Security While Vendor uses advanced security and encryption features to ensure the security and safety of your personal information and that of your customers, Vendor cannot absolutely guarantee the security of your personal information from unauthorized access, loss or disclosure by third parties. You agree to install, maintain, and keep updated anti-virus and anti-malware software applications on any computer or mobile device used for processing transactions. 17. Termination of Services You may cancel the Services or terminate this Agreement at any time, with, or without cause. Cancellation of the Services will become immediate upon your notice to Vendor. Cancellation of the Services or termination of this Agreement will not alter your obligation to pay all amounts owed to Vendor, including any Fees, and you will continue to be bound by this Agreement. Upon termination, the license granted under this Agreement shall cease and Vendor shall not be liable to you or any third party for such termination or access to the Services. Upon termination, any pending transactions will be cancelled. Subject to Section 18 above, any funds that Vendor is holding in custody for you at the time of termination, less any applicable Fees, will be paid out to you according to your payout schedule. If an investigation is pending at the time you close your Merchant Account, Vendor may hold your funds until the investigation is complete. Vendor may terminate this Agreement and close your Merchant Account for any reason or no reason at any time upon notice to you. Vendor may also suspend the Services and access to your Merchant Account if you (a) have violated the terms of this Agreement, the Card Organization rules, any other agreement you have with Vendor, (b) pose an unacceptable credit or fraud risk to Vendor, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct. 5

18. Effect of Termination Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to Vendor as provided in this Agreement. You will continue to be responsible for any and all Chargebacks, credits and adjustments and all other amounts then due, or which later become due. In connection with termination, the Vendor or its processor may require the establishment and maintenance of a Reserve Account by you in accordance with Section 8. 19. License Grant and Restrictions Subject to the terms and conditions of this Agreement, Vendor grants you a personal, limited, non-exclusive, non-transferable license, during such time that you satisfy the conditions set forth in this Agreement, to electronically access and use the Services solely for the purpose described herein. Except as expressly allowed herein or by applicable law, you are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any components of the Services; (ii) permit any third party to benefit from the use or functionality of the Services via a rental, lease, timesharing, service bureau, or other arrangement; (iii) transfer any of the rights granted to you under this Agreement; (iv) work around any technical limitations in the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the any component of Services except as otherwise permitted by applicable law; (v) perform or attempt to perform any actions that would interfere with the proper working of the Services or prevent access to or the use of the Services by Vendor s other licensees or customers; or (vi) export the Services, directly or indirectly. 20. Reservation of Rights and Ownership Vendor reserves all rights not expressly granted to you in this Agreement. Components of the Services are protected by copyright, trade secret and other intellectual property laws. Vendor and its licensors own the title, copyright, and other worldwide intellectual property rights in the Services and all copies of the Services. This Agreement does not grant you any rights to trademarks or service marks of Vendor. This Agreement does not limit any rights that Vendor may have under trade secret, copyright, patent or other laws. 21. Privacy & Use of Your Information The Services may utilize SMS messages delivered through wireless service providers, such as AT&T, Sprint, Verizon, etc. You acknowledge that any SMS message goes through your and the message recipient s wireless service provider s systems. The privacy statement of each associated wireless service provider applies as the message passes through those systems. As a requirement to permit usage of SMS systems some wireless service providers may require that Vendor disclose to them information about users of the Services and the nature of business to be conducted. In this situation the information will be used to ensure legitimate use of the SMS systems and not for marketing purposes. You acknowledge and agree that Vendor may provide information about you to wireless service providers as described above. You also acknowledge that in accessing the Services you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by Vendor or Vendor s affiliates. Installing this application grants Vendor the right to send the identifiers for your mobile device to third parties for the use of advertising purposes. You are responsible for securely managing access to your data and to the Services. You agree to be bound by the applicable Vendor privacy policy, as it may be amended from time to time in accordance with its terms. 6

22. Disclaimer of Warranties THE SERVICES AND ANY CONTENT ACCESSIBLE THROUGH THE SERVICES ARE PROVIDED AS-IS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, SUPPLIERS ) DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON- INFRINGEMENT. VENDOR DOES NOT WARRANT THAT THE SOFTWARE, THE SERVICES, THE SWIPE DEVICE, THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, VENDOR DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. 23. Limitation of Liability and Damages YOU AGREE THAT IN NO EVENT WILL VENDOR BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF THE SERVICES, THE TERMINATION OF SERVICES OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF VENDOR, VENDOR S AFFILIATES, ITS SUPPLIERS OR PROCESSORS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED AS PROVIDED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR, ITS AFFILIATES, ITS PROCESSORS AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET VENDORS SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF VENDOR, ITS AFFILIATES, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VENDOR AND YOU. VENDOR WOULD NOT HAVE PROVIDED THE SERVICES WITHOUT SUCH LIMITATIONS. 24. Consent You consent to do business electronically and receive electronic communications from Vendor, and Vendor s agreement to do so covers all transactions you conduct through the Services for as long as you remain a licensee of the Services. If you later decide that you do not want to receive future communications electronically, you may contact Vendor with withdraw your consent and discontinue the use of the Services. 25. Indemnification 7

You agree to indemnify, defend and hold Vendor, its processors, contractors, employees, agents and its third party suppliers, licensors, and partners harmless from any and all claims, losses, damages, and liabilities, costs and expenses, including without limitation legal fees and expenses, arising out of or related to your use or misuse of the Services, any violation by you of this Agreement, or any breach of the representations, warranties, and covenants made by you in this Agreement. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, including rights to settle, and you agree to cooperate with the defense and settlement of these claims. We will use reasonable efforts to notify you of any claim, action, or proceeding brought by a third party that is subject to the foregoing indemnification upon becoming aware of it. 26. Amendment Please review the Agreement periodically on the Vendor s website provided to you for additional terms and changes. Vendor has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, including but not limited to, Fees, terms, Internet-based services, pricing, technical support options, and other product-related policies, at any time upon notice by any means Vendor determines in its discretion to be reasonable. Your continued use of the Services after Vendor s publication of any such changes shall constitute your acceptance of this Agreement as modified. 27. Third Party Services In connection with your use of the Services, you may be made aware of services, products, offers and promotions provided by third parties, and not by Vendor (Third Party Services). If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. You authorize Vendor to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. You agree that the third party, and not Vendor, is responsible for the performance of the Third Party Services. 28. Export Restrictions You acknowledge that the Services are subject to the U.S. export controls regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export the Services, or portion thereof, directly or indirectly, in violation the U.S. export administration laws and regulations to any country or end user; or to any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. 29. Representations and Warranties You represent and warrant to Vendor that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including any applicable tax laws and regulations; (h) except in the ordinary course of business, no sales transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; (j) your use of the Services will be in compliance with this Agreement. 8

30. Miscellaneous Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and Vendor and sets forth the entire liability of Vendor, its processors, its affiliates and its suppliers and your exclusive remedy with respect to the Services and Third Party Services and their use. The suppliers, agents, employees, distributors, and dealers of Vendor are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Vendor. Any waiver of the terms herein by Vendor must be in a writing signed by an authorized officer of Vendor and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement may not be assigned by you without the prior written approval of Vendor, but may be assigned without your consent by Vendor without restriction. Any assignment in violation of this Section will be void. This Agreement will be governed by Utah law, without regard to its conflicts of law principles, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Salt Lake County, Utah or federal court for the District of Utah. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. 9