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<br />Contract ID- NA 2022 Page 5 of 8
<br />paid in full, or to terminate for cause. Fees under the Agreement and these terms and conditions shall additionally be exclusive of all taxes, levies, or
<br />duties imposed by taxing authorities, and Customer shall be responsible for all applicable taxes, levies, or duties hereunder based on Customer’s
<br />income.
<br />7. Insights
<br />7.1.Aggregate Data, Anonymized. Customer hereby grants Provider the right to anonymize and aggregate data generated from the Provider Platform
<br />to create insights for comparison of local, regional, national and global usage, consumption or other trends resulting from such data.
<br />7.2.Customer Access. Provider will enable Customer to display aggregated and anonymized insights data to enhance the customer experience for
<br />Customer’s end users.
<br />8. PCI DSS
<br />8.1. For PCI Compliance, Customer shall have two options for using the Services - Provider Platform; or Any other configuration.
<br />8.2. To eliminate or substantially reduce any PCI compliance risks, and to render all Customer systems out of scope from PCI compliance requirements,
<br />Client agrees to use Provider’s Platform, were Provider uses its own platform to capture payments and to manage the entire end to end user
<br />experience from the following channels for payment acceptance: Web, Mobile, IVR, and Point-of-sale devices operated by Customer’s employees
<br />(per Provider’s recommended setup), recurring payments, eBill Presentment, etc. If Customer however chooses any other integration, such as third-
<br />party web pages integrated with APIs, third-party gateway pages, or its own IVR systems or other point-of-sale or customer self-service solutions, or
<br />a cashiering model from a third-party, Customer expressly agrees that Customer shall not be exempt from PCI requirements and shall be liable for
<br />any data breaches occurring on its own systems as Customer recognizes that Customer systems are participating in the transactions and are in
<br />scope for PCI compliance. Under those circumstances, Provider shall not be responsible for any PCI obligations outside of Provider’s own platform,
<br />and Provider expressly disclaims any PCI or security obligations related to Customer systems or third-party systems that participate in the payment
<br />transactions that are outside of the Provider Platform.
<br />8.3. Provider highly recommends that Customer uses the Provider Platform to substantially reduce its PCI compliance and data breach risks.
<br />8.4. If Customer chooses to use any other option than the Provider Platform, Customer agrees and warrants that Customer shall remain PCI compliant
<br />throughout the term of the Agreement. For clarity, Customer’s utilization PCI compliant applications, such as its billing software, does not eliminate
<br />the need for Customer to be PCI compliant. Per PCI requirements, if a party’s systems participate in processing, accepting, or storing card
<br />transactions, that party is required to be PCI compliant as the systems are in scope.
<br />9. Reversed or Charged-Back Transactions
<br />9.1. With respect to all Reversed or Charged-back Transactions, Customer authorizes Provider and Provider Authorized Processor (and/or the respective
<br />card organizations) to debit the Customer Bank Account for the Payment Amount and Provider shall refund the card organization for the credit back
<br />to the User, the corresponding Provider Service Fee, if any. Provider, together with Provider Authorized Processor(s), will continuously review its
<br />processes for Reversed or Charged-back Transactions for simplicity and efficiencies. Customer and Provider agree to reasonably cooperate with
<br />each other if Provider requires any change to its settlement and invoicing processes for these transactions.
<br />10. Warranty and Liability
<br />10.1.DISCLAIMER OF WARRANTY. WITH THE EXCEPTION OF THE SERVICE LEVEL COMMITMENT SET FORTH IN SECTION 2.4, THE SERVICES
<br />UNDER THESE TERMS AND CONDITIONS ARE PROVIDED “AS-IS,” EXCLUSIVE OF ANY WARRANTY, INCLUDING, WITHOUT LIMITATION,
<br />ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
<br />NONINFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED. PROVIDER DOES NOT WARRANT THAT THE
<br />SERVICES ARE OR WILL BE ERROR-FREE OR MEET ALL CUSTOMER REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, SERVICES
<br />MAY BE SUBJECT TO LIMITATIONS OF THE TELECOMMUNICATIONS PROVIDER, HOSTING ENVIRONMENT, DELAYS, INTERNET SERVICE
<br />PROVIDER, THIRD PARTIES, ACTIONS OR INACTIONS OF THE CUSTOMER, AND OTHER PROBLEMS INHERENT TO THE USE OF MASS-
<br />MARKET NOTIFICATION SERVICES AND ELECTRONIC COMMUNICATIONS. PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS,
<br />DELIVERY FAILURES, DELETIONS, LOSS OF DATA, DATA CORRUPTION, THIRD-PARTY PUBLICATION, OR OTHER DAMAGES RESULTING
<br />FROM SUCH PROBLEMS NOT CAUSED BY PROVIDER OR OUTSIDE OF PROVIDER’S REASONABLE CONTROL. TO THE EXTENT SUCH
<br />DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM
<br />PERMITTED UNDER SUCH LAW. PROVIDER SHALL NOT BE LIABILE AND WILL HAVE NO OBLIGATION TO INDEMNIFY CUSTOMER FOR
<br />END USER DATA OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION SENT TO PROVIDER.
<br />10.2.LIMITATION OF LIABILITY. IN NO EVENT WILL PROVIDER’S AND ITS LICENSORS’ TOTAL AGGREGATE LIABILITY ARISING FROM OR
<br />RELATING TO THESE TERMS AND CONDITIONS EXCEED THE SPECIFIC DOLLAR AMOUNT OF THE PROVIDER SERVICE FEE PAID TO
<br />PROVIDERFOR THE PARTICULAR PAYMENT TRANSACTION WHICH IS THE SUBJECT MATTER OF THE CLAIM OF DAMAGE. TO THE
<br />MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
<br />ESSENTIAL PURPOSE, IN NO EVENT WILL PROVIDEROR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
<br />CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS,
<br />OPPORTUNITIES, DATA, OR USE, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF PROVIDERHAS BEEN
<br />ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
<br />10.3.Recordings and Communications Monitoring. In the event Customer records or monitors any SMS messages, IVR communications, or other
<br />communications using the Services, then Customer represents and warrants that it shall comply with all applicable laws prior to doing so at all times.
<br />Provider makes no representations or warranties with respect to recording or monitoring telephone calls/IVR communications, SMS messages, or
<br />other communications, and recommends that Customer always secure prior consent to record or monitor communications using the Services.
<br />Customer acknowledges that these representations, warranties, and obligations are essential to Provider’s ability to provide the Services, and further
<br />agrees to indemnify Provider and its service providers in the event of any acts or omissions in connection with recording or monitoring IVR
<br />communications, SMS messages, or other communications, whether such claims arise under contract, tort, statute, or other legal theory.
<br />11. Additional Terms
<br />11.1.Short Codes. If Customer utilizes a short code with Provider as a part of the Services, Customer:
<br />a) Shall not change the short code use case without first having such new use case approved by Provider or the applicable provider.
<br />b) Shall stop sending additional messages to any party that replies by texting “STOP” (or the equivalent) to the short code, except for a single text
<br />message confirming that such party has been successfully opted out of the short code.
<br />c) Shall follow all applicable rules, regulations, laws, statutes, or guidelines set by state, local, or federal legal authorities, or as imposed by Provider or
<br />its service providers pertaining to the use of short codes or voice recordings.
<br />11.2.Compliance with Laws. Both Customer and Provider agree to comply with the applicable laws relating to each Party’s respective activities pursuant
<br />to the Agreement and these terms and conditions.
<br />11.3.No Waiver. Our failure to enforce at any time, any provision of the Agreement, these terms and conditions, or any other applicable policy or signed
<br />writing in connection hereto shall not waive our right to do so later. Any waiver must be in writing and signed by both Parties to be legally binding.
<br />11.4.Independent Contractors. The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent of the
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<br /> <br /> DocuSign Envelope ID: ECD87DF2-0011-4B03-98B4-83FFFE6EE4F0DocuSign Envelope ID: 2151E2A1-A7DD-4CDB-946C-16B728322856
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