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Finexio End User Agreement Terms

Provisions below referring to “Finexio” will be effected by contractual provisions making a general reference, such as “Company’s licensor” or “Company’s service provider,” so long as such provisions are legally sufficient to provide Finexio the indicated protection and rights. Finexio may change these provisions upon 30 days’ prior written notice to Company, provided such changes shall only apply to End User Agreements entered into after such changes take effect.

1. Ownership of Finexio Services.
Finexio retains all ownership and intellectual property rights in the Finexio Services. End User will only receive a non-exclusive, non-transferable, revocable, non-sublicenseable, limited right and license to access and use the Finexio Services in the United States for its own use in accordance with this Agreement and not for resale. There are no implied licenses under this Agreement and any rights not expressly granted to End User under this Agreement are reserved by Finexio. End User will not reverse engineer, decompile, modify in any manner, or create derivative works from the Finexio Services.

2. No Implied Warranties.
The Finexio Services are provided on an “as is” basis without warranty of any kind, and Finexio excludes and disclaims all warranties and conditions, express, implied or statutory, including without limitation any implied warranties of title, merchantability, accuracy, fitness for a particular purpose and non-infringement. Finexio does not represent or warrant that the Finexio Services shall operate securely or without interruption.

3. Indemnification.
End User will defend, indemnify and hold Finexio and its officers, directors, employees, and agents harmless from and against any loss, damage, liability, claim, demand or cost (including reasonable attorneys’ fees) due to or arising out of (i) End User’s breach of this Agreement; (ii) End User’s use of the Finexio Services; or (iii) End User’s negligence or misconduct.

4. Limitation of Liability.
Finexio will not be subject to any liability to the End User in connection with
any matter except for gross negligence, fraud or willful misconduct on the part of Finexio, any of its officers, directors, employees, representatives, or any of their respective officers, directors and employees. Without limitation of the foregoing, in no event will Finexio be liable for lost profits, consequential, incidental, indirect, special or punitive damages. The foregoing limitations apply to any and all claims made in connection with this End User Agreement, whether made in contract, tort, or by any other form of action.

5. Confidentiality.
The End User will preserve the confidentiality of all of Finexio’s Confidential Information, and will not disclose such Confidential Information to third parties or use such Confidential Information for any purpose other than as contemplated by the End User Agreement.

6. Use of Services.
The End User will (a) use the Finexio Services in accordance with all applicable user guides and other documentation, and (b) not use or permit others to use information obtained with the Finexio Services for any purpose other than in conjunction with the Finexio Services and in a manner described in this Agreement and in the documentation for the Finexio Services.

7. Compliance with Laws.
End User will comply with all Applicable Laws and the rules, regulations, and policies of regulatory agencies, banks, and card issuers with respect to use of the Finexio Services.

8. End User Obligations.
The End User will maintain commercially reasonable business practices in conjunction with use of the Finexio Services including (i) reviewing payment transactions on a regular basis and notifying Finexio and Ascend promptly of any suspected unauthorized activity; (ii) keeping End User login name and password confidential, (iii) collecting, storing and transmitting certain payment transaction information (collectively, the “Data”), in a secure manner, protecting the privacy of the Data, and comply with requests from Finexio to take reasonable action to maintain the security and integrity of the Finexio Services, and (iv) updating to the most current software version and security updates and patches necessary to properly operate the Finexio Services and keep all End User enrollment and payment information current and updated.

9. Suspension of Services.
Finexio may suspend End User access to the Finexio Services effective immediately if: (i) certain third party licenses or access to third party components of the Finexio Services are terminated; (ii) if End User causes or fails to fix a security breach relating to the Finexio Services; (iii) Finexio reasonably believes that End User’s breach or use of the Finexio Services compromises the security of the Finexio Services; (iv) Finexio reasonably believes fraudulent payment transactions are being submitted on End User’s account knowingly or negligently; (v) Finexio’s sponsor bank requires such suspension; (vi) End User fails to pay any fees when due; or (vii) End User fails to upgrade to the most current software version, security updates and/or patches.

10. Effect of Termination.
Upon termination of End User’s rights to use the Finexio Services, End User shall immediately cease using Finexio Services, and End User shall destroy any copy of documentation or other materials licensed to End User and any Finexio Confidential Information in its possession.