Agmt11 EPX-Electronic Payment Exchange (2)

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this Agreement. In addition, EPX, its a�lia[es and agcnts shall not be liable for any inciden[al, consequential, reliance or special damages in eny way connected or arising aut of this Agreement or [he secvices provided hereunder. EPX HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12. In the event an agent of Company delivers any entry or file of rntries ro EPX, EPX may ¢ct in relience on such entry or file of enVies, and it necd not inquire of Company as to whether the agent is duly authorized. Company shall be fully liable for the acts and omissions of its agents hereunder. I3. Company shall submit all ACH Transactions processed by Infosend on behalf of Company for the particular entity, dba or web property processed by EPX during Ihe tertn hereof solely W EPX for processing. If Company fails to comply with this provision, Company agrees to pay EPX, a liquida[ed damages sum within ten (10) days of the date of non compliancc. The amount shall equal the greater of i. $250; or ii. 80% of thc product of: 1. The average net monthly fees; and 2. The nutnber of months, including any pro rata portion of a month, then remaining prior to the date on which Company may tem�inate this Agreement in accordance with it rerms. Company agrees that the damages suffered as a resul[ of such non compliance would be extremely difficult ro calculate with precision. Foc that reason, the partics hereto agree that the liquidated demages should be computed as set forth above. Any exceptions to this exclusive azrangement mast be approved by EPX in advence in writing. l4. This Agreement shall become e(fective when signed by all parties however the [erm shall begin upon commencement of processing activity under this AbReement and shall remain in eBect for a term of three (3) ycars wless sooner tertninated in accordance with this Agreement The Parfles shall agee in writing to renew this Agreement for successive teRns oT two (2) years each, unless any party provides written notice of tertnination to the other pacties at least I20 days prior to the end of the then current term. l5. This Agreement shall be governed by, construed, and enfocced in accordance with the laws of the State of Delaware without regard to its conilicts of law rules. The parties agree [hat any dispute arising out of and/or in the course of the relationship established by this Agreement, or by the Agreement itself, shall bc dccided, unless mu[ually resolved by the parties hereto, in thc state and federa! located in the State of Delaware, and, [he parties hereby submit to said jurisdiction and venue. 16. In �he event that any action is filed in relation ro this Agreement or the relationship created hereby, the unsuccessful party in the action shall pay m the successPol party, in addition ro all sums awarded by the court, actual costs and expenses for the successful party's attorneys' fees. 17. All notices hereunder shall be in wri[in�, in English, and shall be deemed properly given when (1) sent by ceetified mail, retum receipt requested, (2) sent by fax with con6rma[ion of receipt by telephone, or (3) delivered by a nationally recognized overnight delivery service, to the addresses listed herein for the respective parties. A party may change such address by written notice to the other party hereto in accordance with this section at least thirty (30) days prior to the initial use of the reviud address. 18. If any provision of this Agreement or any apptication thereof to any person or circumstance shall be held to be invalid by a court of competent jurisdiction or unenforceable to any extent, the remainder of the Agreement and the application thereof [o other persons or circumstances shall not be affected thereby and shall be limited or modificd to the minimum extent necessary to be enforceable. - 19. This Agreement may not be assigned by Company without the prior written consent of EPX. EPX may assign this Agrcemcnt without limitation. This Agreement shall be binding upon and inure to the bet��t of the pazties hereto and their respective successors and pecmitted assigns. , 20. Any modification of this Agrecmcnt or additional obligation assumed by either parry in connection witli [his Agreement shall be binding only if in writing and signed by each party or an authorized representative of each party. This Agreement, together with the Schedules attached herMO, supe�sedes any o[her agreement, whethcr written or oral, that may have been made or entered into by any party (or by any otTicer or officers of any party) relating ro the matters covered herein and constitu[es the entire agreement of the pxrties hereto. � Initials / �� GDSVF&H�6022282 �I�� l