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any other applicable law and in equity, Paya-EFT may exercise its rights under this Agreement to collect any amounts due to Paya-EFT including, without limitation, rights of set-off and
recoupment,
28. IRS REPORTING AND WITHHOLDINGS. Section 6050W ofthe Internal Revenue Code ("Code") requires payment providers and third party payment networks, such as Paya-EFT, to report
payment settlement amounts to the Internal Revenue Service ("IRS") for each merchant processing through Paya-EFT. Merchant shall verify its identity by providing Paya-EFT with « Tax
Identification Number (“TIN”) such as a Social Security Number (SSN) or Employer Identification Number (EIN) for each Merchant Account. In the event Merchant fails to provide its TIN,
Paya-EFT will place a restriction on Merchant's Account and may restrict the receipt of funds into Merchant’s Account, or withhold a percentage of payments deposited into Merchant's Account
in order to satisfy the backup withholding requirements of the IRS, Paya-EFT may charge up to $25.00 annually for associated administrative costs.
29, NON-WAIVER, Neither the failure nor any delay on the part of Paya-EFT to exercise any right, reniedy, power or privilege hereunder shall operate as a waiver thereof or give rise to an estoppel
nor be construed as an agreement to modify the terms of this Agreement, nor shall any single or partial exercise of any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence, No waiver by a party hereunder shall be effective unless it is in writing and signed by the
party making such waiver, and then such waiver shall apply only to the extent specifically stated in such writing.
30. ASSIGNMENT. MERCHANT may iiot assign or transfer any rights under this Agreement unless and until it receives the prior written approval of Paya-EFT, Paya-EFT may freely assign this
Agreement, its rights, benefits and duties hereunder.
31. TERMINATION, This Agreement shall continue indefinitely unless and until terminated by either party. MERCHANT may terminate this Agreement after one (1) year and thereafter upon sixty
(60) days written notice to Paya-EFT' of termination and monthly minimum and subscription fees will continue in effect for this time. I€ either party terminates this agreement a fee as set forth in
the Application will be assessed and electronically debited from MERCHANTS account, Paya-EFT shall have the right'to suspend or terminate this Agreement immediately and without notice to
MERCHANT,
32. COUNTERPARTS, This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, such counterparis to constitute but one and the same
instrument,
33, SCHEDULE OF FEES. Attached to this Agreement and incorporated herein by reference is a Schedule of Fees, which contains the, as applicable, Discount Fee, Transaction Fees, Return Fee per
‘yetumed item, Minimum Monthly Discount Fee, Subscription Fee, Batch Out Fee, Monthly Check 21 Access Fee, Termination Fee and other terms and conditions in effect on the commencenient
date of this Agreement, Paya-EFT reserves the right at all times to unilaterally change all or patt thereof, or any other terms of this Agreoment upon written notice to MERCHANT.
34, APPLICATION FEE, Any application fee paid to Paya-EFT is non-refundable whether or not MERCHANT and this Agreement are accepted by Paya-EFT.
35, ENTIRE AGREEMENT, This Agreement, including the attached Schedules, fogether with the Account Agreement, is the complete and exclusive statement of the agreement between Paya-EFT
- and the MERCHANT with respect to the subject matter hereof and supersédes any prior-agreement(s) between Paya-EFT and the MERCHANT with respect to the subject matter, In the event of
any inconsistency between the terms of this Agreement and the Account Agreement, the terms of this Agreement shall govern. In the event the performance of the services provided herein in
accordance with the terms of this Agreement would result in a-violation of any present or future’statute, regulation or govérment policy to which Paya-EFT, the Originating Depository Financial
Institution (ODF) or MERCHANT is subject, and which govems or affects transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extentnecessary to
comply with such statute, regulation or policy and Paya-EFT, the ODFI and MERCHANT shall incur no liability as a result of such changes except as provided in the following Paragraph.
36.° AMENDMENTS. As stated in paragraph 34, Paya-EFT, the ODFI or MERCHANT may amend operations or processing procedures in order to conform to and comply with any changes in the
Rules or applicable Federal or State Regulations. The changes would be, without limitation, those relating to any cut-off time and the close of any business day. Such amendments to operations or
procedures shall become effective upon feceipt of written notice to the other party, as provided for heroin, or upon such date as may be provided in the Rules or applicable Jaw or regulation
referenced in the written notice, whichever is earlier in time. Use of the ACH or Remote Check Deposit {Check 2.1 Plus) services after any such changes shall constitute acceptance of the changes
by the parties. Further, Paya-EFT may, from time to time, amend any provision of this Agreement, including, without limitation, those relating to the fees and charges payable by MERCHANT by
mailing written notice to MERCHANT of the amendment, and the ainéndment shall bécome effective unless Paya-EFT receives MERCHANT’s notice of terminaticn ‘of this Agreetient within 7
~ days. Amendments due‘to changes in the Rules ‘or any law or judicial decision may become effective ou such shorter périod 6f time as Paya-EFT may specify if necessary to comply with the
applicable Rule, law.or decision::No'other amendments or modifications to this Agreement will be effective unless such changes are reduced to writing and are signed by the duly authorized party
or parties to this Agreement and such Amendments are incorporated into-and made a part of this document,
37;==BINDING AGREEMENT; BENEFIT This Agréomént shall be birding upon and inure-to the benefit of the parties hereto and their respective legal representatives, successors and. assigns. This |
-Agreement is not for the benefit of any other person or entity and no other person or entity shal! have any right against Paya-EFT.
+ 38,. : ATTORNEYS’ FEES. In.the everit that it becomes necessary ‘for. Paya-EFT to‘éinploy ai attomey to enforce, interpret, mediate or arbitrate this Agreement, or collect a debt from MERCHANT,
Paya-EFT shall be éntitled to recover its reasonable attorneys’ fees, costs, and disbursements related to such dispute from MERCHANT,
39. CHOICE OF LAW, VENUE & JURISDICTION. Notwithstanding any language to the contraiy;'all issues related to the eléctronic processing of checks and ACH Debits under thé terms of this
Agreement shall be determined in accordance with thé NACHA Rules, Federal Trade Commission and Regulation E Rules, aud laws of the United States of America and the State of Flotida as it
applies fo contracts, In the event of a conflict between the Rules and applicable local, state or federal law, the Rules shall prevail unléss otherwise prohibited by law, To the extent that an issue
atises Which is not covered by the Rules, this Agreement shall be governed by and construed in accordance with Florida law and it is expressly agreed that venue and jurisdiction forall such
matters shall Sie’ exclusively in Okaloosa County, Florida. MERCHANT acknowledges that this Agreement was formed in Florida, upon its acceptance by Paya-EFT.
40, SEVERABILITY. If any provision of the Agreement is held to be illegal, invalid, or unenforceable, in whole or in part; by court decision, statute,-or rule (or otherwise would go in if you wanted
to inchide arbitration) such holding shall not affect any other provisions of this Agreement. All other provisions or parts thereof shall remain in full force and effect and this Agreement shall, in
such circwnstences, be deemed modified to the extent necessary to reader enforceable the provision hereok.
41, “HEADINGS, The headings in this Agreement are used for referenced purposes only. They shall not be deemed as part of this Agreement and shall not affect its interpretation,
42, EFFECTIVE DATE, This Agreement shall be effective only upon acceptance by Paya-EFT.
43, -IN- WITNESS. WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized officers.
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3048-2 PLEASE NOTE: The complete Merchant Agreement includes these Terms and Conditions and the Application on three (3) additional pages.