General Terms and Conditions Paycross Inc

1.1By using or accessing the transaction Services or by your performance You acknowledge and agree that:

1.2It is a condition of use of the services software and platform of Paycross Inc that you agree to and abide by all the terms of this agreement. If You do not agree to or are not willing to be bound by the terms and conditions of this agreement, then permission to use the services software or platform provided by Paycross Inc is expressly withheld.

1.3By accepting the terms and conditions of this agreement, You represent and warrant that:

1.4You further represent and warrant that You have the legal authority to accept the terms and conditions of this Agreement and that such acceptance will be binding on You. Paycross Inc reserves its right, at its sole discretion, to refuse to provide You with any Paycross Inc Service.

1.5Words and phrases with initial letters capitalized and not otherwise defined herein shall have the meaning set forth below:

1.6“Abandoned Account” means any inactive account through which no Transactions have been processed for a minimum of six (6) months AND for which all contact information (address, phone numbers, email address) and billing information (bank account number and/or card number) is no longer valid.

1.7“Account” means a top-level gateway identifier that is issued by Paycross Inc to You to enable Your use of Transaction Services hereunder. For each business unit within Your organization that requires invoices to be sent to an address different than the primary Account a new Account is required.

1.8“Additional Service(s)” Any other service or product that may be offered by Paycross Inc in the future.

1.9“Affiliates” means any entity that controls is controlled by or is under common control with a party including its parents and subsidiaries.

1.10“API” means application programming interface.

1.11“Batch(es)” means any batch settlement submitted to a Processor by Paycross Inc consisting of any card authorization credit ticket or declined transaction or other related transaction.

1.12”Confidential Information” shall mean any data or information oral or written treated as confidential that relates to either party's (or if either party is bound to protect the confidentiality of any third party's information, such third party's) past present or future research development or business activities including any unannounced products and services any information relating to services developments Services Documentation (in whatever form or media provided) inventions processes plans financial information End-User data revenue transaction volume forecasts projections and the financial terms of this Agreement. Notwithstanding the foregoing Confidential Information shall not be deemed to include information if:

1.13“Domain(s)” means any website or sites operated by or for Paycross Inc, including without limitation the URL www.pay-cross.com.

1.14“Effective Date” means the date You acknowledge and agree to the Agreement terms and conditions by

1.15“End User”, “End” shall mean any person that purchases any of Your goods or services whose information You will submit to Paycross Inc during the course of Your use of the Transaction Services.

1.16“Fee Schedule” means a list of fees and charges to be paid by You to Paycross Inc.

1.17“Intellectual Property” shall mean all

1.18“Merchant Interface” means the user interface available to Merchants at the URL provided by Paycross Inc.

1.19“Merchant Service Provider” for purposes of this Agreement a Merchant Service Provider shall mean any third party through whom Paycross Inc may offer the Transaction Services to You including but not limited to a reseller Independent Sales Organization (“ISO”), application service provider merchant aggregator, acquiring bank and financing agency.

1.20“Payment Networks” means Visa MasterCard American Express Discover Financial Services and any affiliates thereof or any other payment network applicable to this Agreement.

1.21“Payment Network Rules” means the operating rules bylaws schedules supplements and addenda manuals instructions releases specifications and other requirements as may be amended from time to time, of any of the Payment Networks.

1.22“Privacy Policy” see the privacy policy link located at www.pay-cross.com

1.23“Processor” means a card processor that accepts Transaction data from Paycross Inc and processes Transactions for You.

1.24“Services Documentation” means collectively the operating instructions user manuals and help files in written or electronic form made available to You and that are intended for use in connection with the Transaction Services.

1.25“Trademark(s)” means all common law or registered trademark service mark trade name and trade dress rights and similar or related rights arising under any of the laws whether now existing or hereafter adopted or acquired.

1.26“Transaction(s)” means any card authorization, credit, ticket only, capture or settlement request, decline transaction, or other related transaction, completed or submitted under Your account to Paycross Inc.

1.27“Transaction Services” means the Paycross Inc payment management solutions provided to You under the Agreement.

2.1Paycross Inc shall provide to You the Transaction Services at the rates set forth in the Fee Schedule and in accordance with the terms and conditions of this Agreement.

2.2Customer Service. During the term of this Agreement, if you are up to date with all payments of fees owing to Paycross Inc and are otherwise not in default under this Agreement, Paycross Inc shall provide customer service to You, as set forth in the Contact section of the Paycross Inc website at the URL www.pay-cross.com

3.1ID and Password: You must select an ID and password to enable You to access Your payment gateway account and use of the Transaction Services. You will restrict access to such ID, password, and account to Your employees and agents as may be reasonably necessary consistent with the purposes of this Agreement and will ensure that each such employee and agent accessing and using the account is aware of and otherwise complies with all applicable provisions of this Agreement regarding such use and access. You are solely responsible for maintaining adequate security and control of all IDs, passwords, or any other codes for purposes of giving You access to the Transaction Services. Paycross Inc shall be entitled to rely on information it receives from Your account and may assume that all such information was transmitted by or on behalf of You. You shall comply with all Paycross Inc recommendations and notices regarding the security of Your ID, password, and payment gateway account(s).

3.2Relationship to Merchant Service Providers: You may have enrolled in the Transaction Services via a Merchant Service Provider. In addition to any other agreement, You may have with the Merchant Service Provider, the terms and conditions of this Agreement govern Your use and Paycross Inc's provision of the Transaction Services. You expressly acknowledge and agree that Paycross Inc may share information about You and Your account with its Merchant Service Providers.

3.3Compliance: In connection with the exercise of Your rights and obligations under this Agreement (including, without limitation, any related to individual privacy), You will comply, at Your own expense, with all laws, policies, guidelines, regulations, ordinances, rules applicable to You, this Agreement, End User data or the Transactions and/or orders of any governmental authority or regulatory body having jurisdiction over the subject matter hereof, including, without limitation, the Payment Network Rules, the Federal Trade Commission and Services Documentation. Paycross Inc reserves the right to amend, modify or change the Services Documentation at any time. You shall not use the Transaction Services in any manner, or in furtherance of any activity that may cause Paycross Inc to be subject to investigation, prosecution, or legal action.

3.4Third Party Products and Services: Your use of third-party products and services shall be governed by and subject to separate third-party product, service, software, and/or license agreements. Paycross Inc will not be a party to such third-party agreements and does not warrant or guarantee any third-party product or service.

4.1You are solely responsible for the security of data residing on servers owned or operated by You, or a third party designated by You (e.g., a Web hosting company, processor, or other service provider). You shall comply with all applicable laws, policies and regulations governing the security, privacy, collection, retention and use by You of End account data, including, without limitation, financial information, card account numbers, and all other personally identifiable End User information. You agree to provide notice to End Users on Your website that discloses how and why personal and financial information is collected and used, including uses governed by this Agreement.

4.2You will comply with all current legal obligations and security measures, as applicable, including and without limitation to those issued by the card payment networks and any of the governing or regulatory bodies associated with your own industry, associated with the collection, security, dissemination and destruction of End-User and Transaction data. You acknowledge furthermore that You will also comply at all times with the obligations of the Payment Card Industry Data Security Standard (PCI DSS). You acknowledge that You are responsible for the security of End User cardholder data while in Your possession. You warrant that You have taken such precautions as are necessary to ensure that Your server and electronic systems are secure from breach or intrusion by unauthorized third parties. In the event that Your system is breached and an unauthorized third party has access to or has accessed End-User data or Transaction data, You shall notify Paycross Inc promptly of such breach and shall take such precautions as may be necessary to prevent such breaches from occurring in the future.

4.3You agree that You will comply with all of Paycross Inc’s security protocols and security advisories in effect during the term of this Agreement. You are solely responsible for verifying the accuracy and completeness of all Transactions submitted and processed by Paycross Inc associated with Your account and verifying that all corresponding funds are accurately processed. You acknowledge that Paycross Inc shall not be liable for any improperly processed or unauthorized Transactions or illegal or fraudulent access to Your account End-User or Transaction data. Paycross Inc’s liability for improperly processed or unauthorized Transactions solely attributable to the negligence of Paycross Inc is limited pursuant to Section 12.

4.4Paycross Inc will collect retain and disclose information and data collected from You and Your End Users in accordance with the Privacy Policy. In addition, Paycross Inc its subsidiaries Merchant Service Providers, partners suppliers and/or their agents/contractors may transfer data amongst themselves as necessary for the purpose of the provision and management of the Transaction Services. Paycross Inc may further transfer data:

4.5With respect to the Transaction Services, at all times and whilst this Agreement is in effect, Paycross Inc will maintain compliance with the Payment Card Industry Data Security Standard (PCI DSS). Paycross Inc acknowledges that it is responsible for the security of End User cardholder data whilst in its possession.

4.6Data Retention: You are solely responsible for compiling and retaining permanent records of all Transactions and End-User data for Your reference. Except as otherwise provided herein, at no time shall Paycross Inc have an obligation to store, retain, report, or otherwise provide any copies of or access to any records of Transactions or End-User data collected or processed by Paycross Inc.

5.1Paycross Inc Service Fees: You shall pay to Paycross Inc the fees set forth in the Fee Schedule which is hereby incorporated into the terms of this Agreement by reference. Notwithstanding anything to the contrary and if agreed upon by the parties, a Merchant Service Provider may further charge bill and collect sits own fees from You in the amounts stated in and in accordance with the terms and conditions of the agreement between You and such Merchant Service Provider. If Your relationship with a Merchant Service Provider expires or terminates and such Merchant Service Provider was invoicing You for certain fees, You agree to pay Paycross Inc for any further use of the Transaction Services effective immediately upon any such expiration or termination in accordance with the terms herein.

5.2Late Payment Fee: If You do not pay owing amounts on or before the fifteenth (15th) day of the month, you will be subject to a late payment fee in the amount set forth in the Fee Schedule. If You have not paid all amounts due before the last day of the month in which they were due Your access to the Transaction Services shall automatically be suspended at the end of the month.

5.3Abandoned Account Fee: If Your account becomes an Abandoned Account, You shall be obliged to pay a monthly Abandoned Account Fee in the amount set forth in the Fee Schedule until such time as You elect to terminate the account in accordance with the terms of Termination laid out in section 8. In addition, the Abandoned Account Fee will include all costs incurred by Paycross Inc in managing Your Abandoned Account including costs associated with attempting to locate or communicate with You. As a final resort, if your abandoned account is showing a negative balance with outstanding amounts owed to Paycross Inc, and Paycross Inc has made all attempts to contact You, without success, Paycross Inc retains the right to appoint an appropriate third-party agency for recovery of amounts owed by You.

5.4Taxes: The fees described above are exclusive of all taxes. You agree to pay all applicable taxes other than tax assessed on Paycross Inc’s income. You agree that the payment of fees to Paycross Inc shall be made without deduction or withholding for any taxes. If You are required to withhold any taxes, the amount paid by You to Paycross Inc shall be increased to the extent necessary to yield to Paycross Inc (after withholding of such taxes) a net amount equal to the amount Paycross Inc would have received had no such withholding been made. You bear the ultimate responsibility to the relevant authorities for the proper payment of taxes applicable to Your sale of products or services.

5.5Opening/Closing Accounts: Should You fail to pay fees due under a Paycross Inc account (“Original Account”) and subsequently open another Paycross Inc account (“Subsequent Account”) Paycross Inc reserves the right to bill the Subsequent Account for amounts due under the Original Account whether or not the Original Account was closed.

5.6Paycross Inc retains the right to amend, change, update and modify any of the fees outlined within this Agreement at any given time during the duration of this Agreement. Such amendments to the schedule shall be communicated to you with a 30-day notice period as per clause 14.5.

5.7Unless otherwise specified, Paycross Inc’s fee structure will include, but not be limited to, (where applicable for ecommerce and point of sale transactions), a point-of-sale terminal fee, an authorisation or approved transaction fee, a declined transaction fee, fraud prevention fees (if applicable) and a monthly service charge which is derived from PCI DSS costs and ongoing customer support. For the provision of virtual banking/IBAN software, there will be additional platform usage costs.

6.1Billing Terms: Billing by Paycross Inc shall begin on the Effective Date. Paycross Inc service fees are due and payable to Paycross Inc monthly, and the first payment shall be due on the first day of the month immediately following the billing effective date. Unless otherwise specified herein, fees and payments for any subsequent time periods shall be due on the first day of the month. Payments will be made in British pounds.

6.2The parties shall promptly investigate any disputed fees under this Agreement. A dispute will not relieve You of Your payment obligations herein. If an event of dispute is resolved in Your favour Paycross Inc will credit back to You any applicable overpayments made by You. All disputes must be made in good faith and in writing within thirty (30) days of the billing statement date. Fees billed shall be deemed accepted where written objections are not lodged within such thirty (30) day period.

6.3Merchant Service Provider Bills Customer: Notwithstanding Sections 6.1 to 6.3 if You are to be billed by a Merchant Service Provider for some or all of the fees associated with Transaction Services You shall pay the Merchant Service Provider in accordance with the terms mutually agreed upon between You and such Merchant Service Provider.

This Agreement shall commence on the Effective Date and remain in full force and effect until terminated pursuant to Section 8.

8.1Termination by You: You may terminate this Agreement at any time and for any reason with or without cause upon written notice to Paycross Inc. In the event You are billed by a Merchant Service Provider in accordance with any subclause of Section 6, You hereby authorizes the Merchant Service Provider to terminate this Agreement on Your behalf.

8.2Termination by Paycross Inc: Paycross Inc may terminate this Agreement and/or Your access to the Transaction Services at any time and for any reason with or without cause upon sixty (60) days’ written notice.

8.3Termination or Suspension of You by a Merchant Service Provider: If Paycross Inc is to be paid for Your access to and use of the Transaction Services by a Merchant Service Provider and if Paycross Inc receives notice from such Merchant Service Provider that it has terminated or suspended its relationship with You then Paycross Inc may suspend and/or terminate Your right to access and use the Transaction Services and/or this Agreement without notice and without liability. In addition, Paycross Inc may suspend and/or terminate the Transaction Services and/or this Agreement without notice and without liability upon receipt of notice from Your Processor or acquiring bank that You are no longer entitled to send an authorization message settlement message or other message, or payment data related to a card transaction to Your Processor.

8.4Unlawful Usage: In the event that Paycross Inc reasonably believes that You are in violation of Your obligations within this Agreement, including without limitation the selling of products or services that violate law or regulation or that Your conduct poses a threat to Paycross Inc’s systems, staff, equipment processes or Intellectual Property (the “Threatening Condition”) Paycross Inc may immediately suspend Your Account(s). In any event Paycross Inc may terminate this Agreement if the Threatening Condition remains uncured more than thirty (30) calendar days after You are notified of the Threatening Condition.

8.5Effect of Termination: Upon termination of the Agreement for any reason, all rights, and obligations of the parties under this Agreement shall be extinguished, except that

9.1The parties agree that Paycross Inc owns and retains all rights, titles, and interest in and to the Paycross Inc Trademarks Transaction Services copyrights and any related technology utilized under or in connection with this Agreement including but not limited to all intellectual property rights associated therewith. No title to or ownership of any of the foregoing is granted or otherwise transferred to You or any other entity or person under this Agreement. You will not reverse engineer disassemble decompile or otherwise attempt to discover the source code or trade secrets for any of the Transaction Services or related technology

9.2API, OSBP and Related Documentation License: Subject to the terms of this Agreement Paycross Inc hereby grants to You and You hereby accept from Paycross Inc a personal limited non-exclusive non-transferable license and right to the Paycross Inc API/OSBP and accompanying documentation for the following purposes:

9.3Paycross Inc Trademarks License: Subject to the terms and conditions contained herein, Paycross Inc hereby grants to You a non-exclusive, royalty-free, fully paid up right to use, reproduce, publish, perform and display the Paycross Inc Trademarks on Your website in connection with Your offering of payment options to End Users.

9.4Your Marks License: Subject to the terms and conditions contained herein You hereby grant to Paycross Inc a non-exclusive royalty-free fully paid up right to use reproduce publish perform and display Your Marks as necessary in connection with the performance of the Transaction Services.

9.5Use of Trademarks: Each party shall strictly comply with all standards with respect to the other party's Trademarks contained herein or which may be furnished by such party from time to time. Further neither party shall create a combination mark consisting of one or more Trademarks of the other party. Either party may update or change the list of Trademarks usable by the other party hereunder at any time by written notice to the other party.

9.6Use the Appropriate ® or ™ Symbol: You must reproduce any Paycross Inc Trademarks only exactly as provided by Paycross Inc, including the exact reproduction of any proprietary markings or legends and including the appropriate ® or ™ symbol at the first and most prominent reference, or as soon as practicable thereafter.

9.7Trademarks and Domain Registration: Except as otherwise provided herein You shall not use register or attempt to register any (a) Paycross Inc Trademarks or (b) marks or domain names that are confusingly similar to any of the Paycross Inc Trademarks or the Domain(s).

9.8Trademark Restrictions: You shall not (a) use the Paycross Inc Trademarks except as expressly authorized in this Agreement; (b) take any actions inconsistent with Paycross Inc’s ownership of the Paycross Inc Trademarks and any associated registrations, or attack the validity of the Paycross Inc Trademarks, its ownership thereof, or any of the terms of this Agreement; (c) use the Paycross Inc Trademarks in any manner that would indicate You are using such Paycross Inc Trademarks other than as a licensee of Paycross Inc; nor (d) assist any third party do any of the same.

10.1Each Party (the “Receiving Party”) hereby agrees (i) to hold the other party’s (the “Disclosing Party”) Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person; (iii) not to make any use whatsoever at any time of such Confidential Information except as contemplated hereunder, (iv) not to copy or reverse engineer any such Confidential Information, and (v) that any employee, subcontractor, or agent given access to any such Confidential Information must have a legitimate “need to know” and shall be bound in writing to comply with the Receiving Party’s confidentiality obligations, whether generally or specific to this Agreement.

10.2Except as otherwise provided in this Agreement, within thirty (30) calendar days of termination of this Agreement, the Receiving Party shall, destroy all materials that constitute Confidential Information and/or Intellectual Property of the Disclosing Party and upon request provide to the Disclosing Party written certification signed by an authorized officer of the Receiving Party that all such information was so destroyed. Notwithstanding the foregoing, each party may retain Confidential Information that is (i) stored on archival or back-up files or (ii) required for compliance with applicable law, card payment network rules, PCI compliancy, or its obligations pursuant to this Agreement, provided that such party continues to maintain confidentiality of such Confidential Information pursuant to the terms of this Agreement.

10.3Notwithstanding any provision in this Agreement to the contrary, each party may disclose Confidential Information of the other party to the extent it is required to be disclosed pursuant to a valid order or requirement of a governmental agency or court of competent jurisdiction.

11.1Mutual Warranties. Each party represents and warrants to the other that (a) it has all necessary right, power and ability to execute this Agreement and to perform its obligations therein; (b) no authorisation or approval from any third party is required in connection with such party's execution, delivery or performance of this Agreement, (c) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, (d) the party's obligations under this Agreement do not violate any law, policy or regulation or breach any other agreement to which such party is bound; and (e) it has all right, title or interest, or valid license to use its respective Marks, and that its grant of rights associated therewith do not violate any intellectual property or other proprietary rights of any third party.

11.2With respect to the Transaction Services, Paycross Inc represents and warrants that the Transaction Services provided to You hereunder will conform substantially to specifications set forth in this entire agreement and may be amended on occasion at Paycross Inc’s sole discretion. The preceding warranty will not apply if (a) any Transaction Services or products provided hereunder are used in material variation with this Agreement or; (b) any Transaction Services or products have been modified without the prior written consent of Paycross Inc; or (c) a defect in any Transaction Services or products has been caused by any of Your malfunctioning equipment or software. You expressly acknowledge that the Transaction Services are computer network-based services, which may be subject to outages, interruptions, attacks by third parties and delay occurrences.

11.3In the event You discover that any Transaction Services or products are not in conformance with the representations and warranties made in Section 11.2 and report such non-conformity to Paycross Inc or if the Transaction Services are subject to outages, interruptions, attacks by third parties and delay occurrences Paycross Inc shall use commercially reasonable efforts to remedy material interruptions and will provide adjustments repairs and replacements within its capacity that are necessary to enable the Transaction Services to perform their intended functions in a reasonable manner. You acknowledge that Paycross Inc does not warrant that such efforts will always be successful. The foregoing shall constitute Your sole remedy and Paycross Inc's sole liability in the event of interruption outage or other delay occurrences in the Transaction Services. Paycross Inc does not warrant the services of any third party including without limitation the Merchant Service Provider bank or any third-party processor.

11.4Disclaimer: the Transaction Services are provided on an “as is,” “as available” basis without any representations or warranties. Paycross Inc does not represent or warrant that the transaction services will be available accessible uninterrupted, timely secure accurate complete or entirely error-free. You may not rely upon any representation or warranty regarding the transaction services by any third party in contravention of the foregoing statements including representations or warranties of any merchant service provider. Except as expressly set forth above Paycross Inc specifically disclaims all representations warranties and conditions whether express or implied arising by statute operation of law usage of trade course of dealing or otherwise including but not limited to warranties or conditions of merchantability fitness for a particular purpose non-infringement or title with respect to the transaction services or other services or goods provided under this agreement. You understand and agree that Paycross Inc shall bear no risk with respect to Your sale of products or services including without limitation any risk associated with card fraud or chargebacks.

11.5You represent and warrant that at all times during the term of this Agreement and any renewal thereof: (i) all representations and statements made by You in this Agreement or in any other document relating hereto by You or on Your behalf are true accurate and complete in all material respects; (ii) You are engaged in a lawful business and have all necessary rights and authorizations to sell and distribute Your products and/or services; (iii) You will comply at Your own expense with all laws policies guidelines regulations ordinances or rules applicable to You under this Agreement End User data or the Transactions including without limitation: (a) the Card Payment Network Rules; (b) the Payment Card Industry Data Security Standard (PCI DSS); (c) any regulatory body or agency having jurisdiction over the subject matter hereof; and (d) the Services Documentation.

11.6Third Party Programs: You acknowledge that the Transaction Services are designed for use with certain third-party programs including without limitation certain Internet browser and software programs developed and owned by third parties. You will look solely to the developers and manufacturers of such programs regarding warranty, maintenance or other support regarding the same. Paycross Inc does not warrant and shall not be responsible for services or software provided by unaffiliated third-party vendors. You authorize Paycross Inc to disclose to any third-party vendor information concerning You to the extent required to deliver the requested service.

12.1Limitations: under no circumstances (i) will Paycross Inc or any of its parents affiliates or vendors (or any officers directors employees or agents of the parties or its parents affiliates or vendors) be liable for any indirect incidental consequential special or exemplary damage or loss suffered or incurred by You regardless of the form of action or any loss of revenue profits or business anticipated savings loss of goodwill or reputation costs of delay lost or damaged data or the incurring of liability for loss or damage of any nature whatsoever suffered by third parties whether in contract, strict liability or tort (including negligence) regardless of whether it has been advised of the possibility of such damages; or (ii) will Paycross Inc’s total aggregate liability to You under this agreement exceed the greater of the aggregate compensation Paycross Inc receives for providing the transaction services to you during the three (3) months preceding the date on which the claim arose or exceed £500.00 (GBP). Nothing in this Agreement shall be deemed to exclude or limit liability that cannot be excluded or limited as a matter of law.

12.2Disclaimer: Except as otherwise provided in this agreement You expressly agrees that Paycross Inc shall not be liable for any loss (however occurring including negligence) arising from or related to: (a) Your failure to properly activate integrate or secure Your merchant account; (b) fraudulent transactions processed through Your payment gateway account(s); (c) disruption of transaction services, systems, server or website by any means including without limitation DDOS attacks software viruses trojan horses worms or any other disruptive technology; (d) actions or inactions by any third party, including without limitation a merchant service provider payment processor or bank; or (e) the limitation of the functioning of any transaction services or software hardware or equipment associated therewith.

12.3Third Party Products and Services: Paycross Inc makes no representation warranty or guarantee whatsoever in relation to third party products or services. Your use of third-party products and services is at Your own risk. Paycross Inc assumes no responsibility and expressly disclaims any liability for claims of loss and/or fraud incurred resulting from the use of or conclusions drawn from any third-party product or service, regardless of whether or not Paycross Inc is a reseller of or referral agent for such product or service.

13.1You shall defend indemnify and hold harmless Paycross Inc and its affiliates parents and/or subsidiaries and any of their officers, directors, ,agents and employees from and against any and all claims actions proceedings and suits and all related liabilities damages settlements penalties fines costs or expenses (including reasonable legal fees and other litigation expenses involved in defending or bringing any relevant action) incurred by Paycross Inc arising out of or relating to:

14.1Marketing: Except for any announcement intended solely for internal distribution or any disclosure required by legal accounting or regulatory requirements beyond the reasonable control of either party all media releases public announcements or public disclosures (including but not limited to promotional or marketing material) by either party or its employees or agents relating to this Agreement or its subject matter or including the name trade name trademark or symbol of the other party are prohibited without the prior written consent of both parties. Notwithstanding the foregoing either party shall be entitled to disclose the existence of the relationship formed hereunder between Paycross Inc and You without the prior written consent of the other party and Paycross Inc shall be entitled to include Your name and/or logo in customer lists within Paycross Inc corporate presentations without prior written consent.

14.2Non-exclusivity: Each party acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive and that without limiting the generality of the foregoing nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.

14.3Relationship of the Parties: The parties are independent contractors and nothing in this Agreement shall make them joint venture partners nor partners in a partnership nor employees nor agents nor other representatives of the other party. Neither party shall make any representation that suggests otherwise. You further recognize that if You contracted for the Transaction Services with a Merchant Service Provider such provider is an independent contractor and is not a joint venture partner nor a partner in a partnership nor agent of Paycross Inc.

14.4Notices: All notices from Paycross Inc to You shall be given electronically and sent to the email address(es) provided by You during registration for merchant services. Any notices from Paycross Inc shall be communicated to you via email and will be sent from [email protected] or any of our customer support staff. Notices sent to Paycross Inc by You must be sent via email to [email protected]. Email notices shall be reviewed, and a response will be issued within 2 business days following the date delivered. Service by fax is hereby expressly excluded.

14.5Variation: No amendment modification or change to any provision of this Agreement nor consent to any departure by either party will be effective unless both parties agree such modifications in writing. If both parties arrive at an agreement to modify or amend any of the provisions within this Agreement, each party will sign an addendum to this Agreement and such consent will be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, Paycross Inc may amend this Agreement at any time upon written or electronic notice to You of not less than thirty (30) days prior to the effective date of such amendment provided that the addition or change of service fees will become effective upon at least thirty (30) days' notice. If You do not agree to such amendments, and after a period of negotiations have taken place, Your sole remedy is to immediately terminate this Agreement upon written notice to Paycross Inc.

14.6Severability and Headings: If any provision of this Agreement is held to be invalid or unenforceable for any reason the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define limit construe or describe the scope or extent of any section, or in any way affect this Agreement.

14.7Governing Law: This Agreement is made under the Laws of England and subject to the exclusive jurisdiction thereof.

14.8Arbitration: Any dispute arising out of or related to the Agreement whether contractual or tortious in nature will be subject in the first instance to good faith arbitration under CEDR rules. The seat of the arbitration shall be London. The language of the arbitration shall be English.

14.9Waiver: The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision right or remedy in that or any other instance rather the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.

14.10Assignment: You will not have the right or the power to assign any of Your rights or delegate the performance of any of Your obligations under this Agreement without the prior written consent of Paycross Inc, including in the case of a merger.

14.11Force Majeure: Neither party will be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God acts of civil or military authorities civil disturbances wars strikes or other labour disputes fires transportation contingencies interruptions in telecommunications utility Internet services or network provider services acts or omissions of a third party infiltration or disruption of the Transaction Services by a third party by any means including without limitation DDoS attacks software viruses Trojan horses worms time bombs or any other software program or technology designed to disrupt or delay the Transaction Services or other catastrophes or any other occurrences which are beyond such parties' reasonable control (each “Force Majeure Event”), provided that the party delayed will provide the other party notice of any such delay or interruption as soon as reasonably practicable, will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event and in no event will any failure to pay any monetary sum due under this Agreement be excused for any Force Majeure Event.

14.12Telephone Recording: You acknowledge, agree and consent to Paycross Inc monitoring and recording any service (Zoom, Teams, Skype, telephone et al), conversations with You at any time without additional further notice to the parties to such conversations.

14.13Entire Agreement: This Agreement together with all of Paycross Inc's policies referenced herein sets forth the entire understanding and agreement of the parties and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties as to the subject matter of this Agreement. You acknowledge that this Agreement reflects an informed voluntary allocation between Paycross Inc and You of all risks (both known and unknown) associated with the Transaction Services.

14.14Survival: The provisions of this Agreement relating to any fees or other amounts owed payment of interest on unpaid fees confidentiality warranties limitation of liability indemnification governing law, severability headings and this paragraph shall survive termination or expiration of this Agreement.

14.15Affiliates: The rights, duties and/or obligations of Paycross Inc under this Agreement may be exercised and/or performed by Paycross Inc and/or any of Paycross Inc’s Affiliates or any of their subcontractors and/or agents. All liabilities arising under or because of this Agreement whether arising from the acts or omissions of Paycross Inc or any of Paycross Inc’s Affiliates or any of their subcontractors and/or agents shall be solely Paycross Inc’s and not those of any of Paycross Inc’s Affiliates or any of their subcontractors and/or agents. You agree to bring any claim and or action relating to the foregoing against Paycross Inc only and not against any of Paycross Inc’s Affiliates or any of their subcontractors and/or agents.