B DELUXE MASTER SERVICE AGREEMENT-TERMSCONDITIONS.pdf

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TREASURY MANAGEMENT

REMITTANCE SERVICES AGREEMENT

This Treasury Management Remittance Services Agreement dated (“Agreement”), between Client Name (“Client”), and REMITCO LLC (“REMITCO”) shall be effective on April 1, 2021 (the “Agreement Effective Date”). Client understands and agrees to the standard terms and conditions set forth in Exhibit A, which shall be incorporated by reference into this Agreement.

REMITCO and its Affiliates will provide to Client the services identified herein and services related to the start-up and wind-down of those services (collectively the “Services”).

I. Client’s Remittance Account and Financial Institution Responsibilities.

A. Client will do the following:

• Designate a financial institution (a) where Client will establish and maintain a demand deposit account (Remittance

Account) for use with the Services, and (b) to which REMITCO will send the Images that REMITCO produces for Client (Financial Institution). Client—not REMITCO—will remain the depositor with the Financial Institution.

• Provide to REMITCO the information that REMITCO reasonably requests about the Financial Institution.

• Provide to REMITCO at least 30 days’ advance notice before changing the Financial Institution or the Remittance Account.

• Obtain all necessary documents, consents, and other information from the Financial Institution necessary for REMITCO to submit Images and Image Cash Letters on Client’s behalf, and, upon REMITCO’s request, provide to REMITCO written evidence of those documents, consents, and other information.

B. Client will (or will cause the Financial Institution to) do the following:

• Acknowledge receipt of each transmission, and process each Image in accordance with standard banking practices;

• Promptly notify REMITCO of any items received that cannot be processed due to image or quality concerns; and

• Handle, process, track, and report adjustments to the dollar amounts reported and paid in Image Cash Letters received and sent.

II. Mail Pick Up and Review.

A. Unless Client’s Specifications or the Documentation provide for a different approach, REMITCO will pick up Client’s customers’ payments to Client (cash payments, check payments or other forms of payment received) with accompanying payment stubs identifying the customer, its account number, and amount owed, and any other correspondence, documentation or other items received from the customer (Remittance Items) from an agreed-upon U.S. postal facility lockbox each day that the facility allows pick up.

B. REMITCO will review each Remittance Item to determine whether it is a Standard Remittance Item or an Exception Item.

C. REMITCO will process Standard Remittance Items as described in this Agreement. (Standard Remittance Items) are

Remittance Items that are all of the following: (a) payment only by one check in full; (b) one undamaged accompanying payment stub identifying the customer, its account number, and amount owed; (c) received into the agreed-upon U.S. postal facility lockbox in a standard business reply envelope; and (d) can be electronically processed using high speed automation.

D. REMITCO will process Remittance Items that are not Standard Remittance Items (Exception Items) as described in this

Agreement. Exception Items include Remittance Items: (a) that include payments with multiple remittance stubs; (b) that include non-check payments, multiple checks, or payment by check that is not in full; (c) without remittance stubs; (d) that include damaged items; or (e) that cannot be electronically processed using high speed automation.

III. Remittance Processing for Standard Remittance Items.

To process Standard Remittance Items, REMITCO will:

• Overlay an endorsement image on each check payment accompanying Standard Remittance Items on Client’s behalf.

• Scan an image of the remittance data using high-speed automation.

• Prepare Images and transmit the Images to the Financial Institution to deposit Standard Remittance Items on Client’s behalf as an EFT deposit.

• Use commercially reasonable efforts to make the Images of a quality that will allow the Financial Institution (if necessary) to create an image replacement document/IRD meeting the legal equivalency standards set forth in Section 5003(b) of Check 21 (Check Clearing for the 21st Century Act, 12 U.S.C. §§ 5001-5018).

• Use commercially reasonable efforts to not submit to the Financial Institution more than one Image of the same item.

• Use commercially reasonable efforts to make the Image an accurate and unaltered recreation of the item as originally drawn by the drawee.

IV. Remittance Processing for Exception Items.

This Section describes the processing for Exception Remittance Items.

A. REMITCO will attempt to correct, repair, and complete the processing of all Exception Items as described in this Agreement, as though the Exception Items are Standard Remittance Items.

B. For cash payment Exception Items, REMITCO will:

• Prepare a cash log to record the customer’s name, account number and the amount received;

• Issue a check payable to Client in the amount of the cash payment Exception Items that were processed each day; and

• Deposit these funds into the Remittance Account.

C. For check payment Exception Items that REMITCO receives without corresponding payment stubs, REMITCO will:

• If the check includes the account number reference, enter the account number reference included on the check and will process the Exception Item; or

• If the check does not include the account number reference and Client subscribes to the account look-up services, follow Client’s Specifications when researching the customer account number and complete processing if REMITCO identifies a corresponding customer account.

D. For multi-item Exception Items (which are received as multiple payments or remittance stubs in the same envelope), REMITCO will apply payment amounts as indicated in, or as REMITCO reasonably determines from, the materials received in the Exception Items.

E. For Remittance Items that REMITCO cannot image or electronically process using high-speed automation, REMITCO will process the Exception Item.

F. For Remittance Items that include non-payment related documents, REMITCO will image those items for Client’s review, send those items to Client, or return those items to the customer.

G. The following describes the decisioning services for Exception Items.

• REMITCO will provide Client with access to an internet site to view Exception Items (Decisioning Site) that are classified as either processable suspend or unprocessable (Unprocessable Items).

• During the pre-defined window in which an Unprocessable Item is received, Client will be able to view the Unprocessable Item and provide REMITCO with Client’s Specifications as to how to process the Unprocessable Items. If Client does not provide Client’s Specifications to REMITCO by the end of the pre-defined window with respect to a particular Unprocessable Item, then the Unprocessable Item will be processed based on Client’s default instructions.

• REMITCO will provide Client with reasonable access to a user usage report, in standard REMITCO format, that will allow Client to monitor Client’s users’ activity of the Decisioning Site. Client is responsible for defining, verifying, and updating user level access and authority (including user IDs and passwords) through the user administration internet site REMITCO provides. Client will promptly notify REMITCO of the loss or unauthorized use of any user names or passwords.

H. Unless Client and REMITCO mutually agree otherwise, REMITCO will send to Client any Exception Items that REMITCO cannot process.

I. REMITCO makes no warranty (express or implied) about REMITCO’s ability to correct, repair, and complete processing of Exception Items. REMITCO will have no liability of any kind for any errors that result from REMITCO (1) using a customer’s past payment history or Client’s Specifications to apply Exception Item payments, or (2) applying payment amounts as indicated in, or as REMITCO reasonably determines from, the materials received with the Exception Item. For the image decisioning portion of the services, REMITCO will have no liability of any kind for Client’s keying errors, Client’s or third-party system issues, misapplied payments resulting from Client’s decisioning instructions, or any check mailed to the incorrect check remitter based on information that Client supplies.

V. Reporting and Document Identification.

A. REMITCO will provide to Client a daily summary report (in REMITCO’s standard electronic format) that identifies all Remittance Items processed for Client that day.

B. Unless Client and REMITCO agree to something else, REMITCO will print an identification number on each Remittance Item it receives, whether processed electronically or manually, to create an audit trail that identifies the processing site, date, account number, track, run, batch and sequence number for the Remittance Item.

VI. Image Archive Services.

A. REMITCO will, if requested in Client’s Specifications, electronically image the front and/or back of each check, payment stub, backup (e.g., envelope or check skirt), correspondence, or other imaged Remittance Item received in the agreed-upon U.S.

postal facility lockbox and will provide Client with access to each image for seven years from the date the image was created.

Despite anything providing otherwise in the Agreement, Client acknowledges and agrees that the images are not works made for hire and are the property of REMITCO—not Client’s property. But, any Client Confidential Information contained in those images will remain Client’s property.

B. REMITCO will provide Client with a user name and password to view the images. Client is responsible for Client’s own internal security relating to Client’s use of the image archive Services, including procedures for the distribution of passwords permitting Client’s employees, agents, and representatives access to the images. Client agrees to promptly notify REMITCO of the loss or unauthorized use of any user name or password.

VII. Special Fees.

A. Application Development. Client will pay REMITCO for any additional computer programming, development, consulting or professional services that Client requests in connection with the Agreement, the cost of which shall be included in a subsequent Statement of Work. Further, Client will reimburse REMITCO for REMITCO’s reasonable travel expenses, if any, that are incurred for any additional computer programming, development or consulting services that Client requests in connection with the Agreement.

B. Data Communication Fees. Client will pay for all data transmission costs, including the cost of high-speed connectivity (i.e., leased line charges) and the set-up fees associated with installation and configuration of Client’s high-speed connections. Client will also pay any long-distance fees associated with dial-up connectivity solutions for data transmission.

C. Hardware. Client may be required to purchase hardware that is necessary for the performance of the Services, such as circuits and account look-up terminals.

D. Postage/Courier Costs. For shipping or delivery services from the USPS that Client uses in connection with the Services, REMITCO will pass through to Client the associated postage costs. If Client and REMITCO mutually agree to use a different courier (e.g., Federal Express) for shipping or delivery services that Client uses in connection with the Services, then Client will, unless REMITCO agrees otherwise, provide to REMITCO such information that may be necessary for that courier to charge Client directly for the associated costs.

VIII. Processing Fees and Minimum Fees. As of the Effective Date, the Processing Fees and Minimum Fees for the Services for Client’s retail lockboxes are as described in Attachment 1.

IX. Exclusivity. During the term of the Agreement, all of Client’s requirements for the Services will be provided by REMITCO, regardless of whether the requirements are changed as a result of the organic growth of Client’s business, Client’s acquisition of other entities, or any other reason.

X. Invoice Address, Settlement Account and Remittance Information.

Invoice Address:

Client Name

ATTN

Address City, State and Zip invoices@invoices.com

Settlement Account: [Client to Provide] REMITCO Remittance Information:

Accounts Receivable Deluxe Financial Services, LLC

XI. Invoicing and Payment Terms. All fees, including one-time set up fees, will be invoiced monthly in arrears. Fees will be due from Client thirty (30) days from receipt of invoice.

CLIENT NAME REMITCO LLC

Signature Date Signature Date

Printed Name: Printed Name:

Title: Title:

CONFIDENTIAL -- not to be disclosed to third parties 00000000-20181012-TM-Schedule-RS Remittance Services (V 1.0)

Exhibit A

Standard Terms and Conditions

1. Introduction

1.1 Definitions. Defined terms used in this Agreement are

defined in place where used or as set forth in this Section.

Those terms, acronyms, and phrases utilized in the technology and financial services industry, which are not otherwise defined in this Agreement, shall be interpreted in accordance with their generally understood meaning in such industry or business context.

1.1.1 “Affiliate” means, with respect to an entity, any entity that Controls, is Controlled by, or is under common Control with, that entity.

1.1.2 “Applicable Law” means any statute, regulation, ordinance, rule, order, decree or governmental requirement enacted, promulgated or imposed by any governmental authority at any level (e.g., municipal, county, province, state or national) that is applicable based upon the System or any services, as applicable, provided under this

Agreement.

1.1.3 “Control,” “Controlling,” “Controlled by” and

“under common Control with” mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by trust, management agreement, contract or otherwise.

1.1.4 “Client Data” means (i) data, information and instructions regarding the activities of Client’s business provided to, or collected or generated by, REMITCO in connection with Client’s use of the

REMITCO System, and (ii) data and information from Client or its customers processed or stored by

REMITCO within the REMITCO System. For avoidance of doubt, “Client Data” does not include internal data of REMITCO, its Affiliates, and other

REMITCO third parties used or generated in connection with Client’s use of the REMITCO

System.

1.1.5 “Client IP” means: (a) all of Client’s Data and

Client’s Customer Information; (b) all of Client’s

Intellectual Property Rights (whether owned, controlled, or licensed by Client); and (c) all of

Client’s filed or pending applications for patents or for any divisions, reissues, reexaminations, substitutes, continuations, continuations-in-part, or extensions of patents.

1.1.6 “Customer Information” means information that is provided to REMITCO under this Agreement by

Client or on its behalf that is non-public personal information (as defined under the Gramm-Leach-

Bliley Act, 15 U.S.C. § 6801 et seq.) about an individual who has an ongoing relationship with

Client and has obtained a financial product or service to be used primarily for personal, family, or household purposes from the Client to this

Agreement.

1.1.7 “REMITCO IP” means: (a) all Confidential

Information of REMITCO; (b) all Intellectual

Property Rights of REMITCO (whether owned, controlled, or licensed by REMITCO); (c) all filed or pending applications for patents or for any divisions, reissues, reexaminations, substitutes, continuations, continuations-in-part, or extensions of patents of REMITCO; (d) the REMITCO System;

(e) all software that is owned by REMITCO or licensed by REMITCO from third parties; (f) all modifications to the REMITCO System; (g) all

Documentation; and (h) all other ideas, concepts, know-how, works of authorship, inventions, and intellectual property (whether or not patentable) created or conceived by REMITCO in the course of providing Services to Client.

1.1.8 “REMITCO System” means the computer equipment, software and related equipment used at any time and from time to time by REMITCO to provide Services to Client.

“Independent IP” means any intellectual property material created prior to the Effective Date of the

Agreement, or created subsequently outside and independent of the Agreement, and that is made available by a Party to the other Party in connection with this Agreement.

1.1.9 “Intellectual Property Rights” means all intellectual and industrial property rights recognized in any jurisdiction, including copyrights, mask work rights, moral rights, trade secrets, patent rights, rights in inventions, trademarks, trade names, and service marks, including applications for, and registrations, extensions, renewals, and re-issuances of, the foregoing.

2. Services

2.1 REMITCO and its Affiliates will provide to Client the

services identified in the Agreement and services related to the start-up and wind-down of those services (all together, Services).

2.2 REMITCO will provide to Client the Services pursuant to

operations manuals, user guides, and other documentation that REMITCO provides to Client over time

(collectively, the Documentation). REMITCO may change the Documentation by giving to Client 30 days’ advance notice of the change. Client will comply with the

Documentation

2.3 Client is responsible for the validity, accuracy, and

completeness of Client’s Specifications. Client gives

REMITCO permission to rely on Client’s Specifications that REMITCO receives via any established communications channel between Client and REMITCO or any other method reasonably indicating the communication came from Client or Client’s systems, hardware, equipment, devices, or software. REMITCO is not responsible for any Claims resulting from Client’s

Specifications. If REMITCO, in good faith, doubts (a) the validity, accuracy, or completeness of Client’s

Specifications, or (b) Client’s Specifications’ compliance with the Agreement or Legal Requirements, then

REMITCO may request verification from Client and

REMITCO does not have to act until REMITCO receives verification or other instruction from Client.

2.4 For each start-up of the Services, Client and REMITCO

will jointly, promptly, and in good faith agree on a project plan that identifies our obligations and deliverables. The parties will each use commercially reasonable efforts to comply with their respective obligations under the project plan.

2.5 Client and REMITCO will jointly, promptly, and in good

faith prepare a wind-down project plan if: (a) either one of us gives to the other of us notice of non-renewal, or (b) either one of us gives to the other notice of termination pursuant the termination rights set forth in this Agreement.

This wind-down project plan will specify the activities each of us will complete to discontinue the Services under the

Agreement and the date for completing the discontinuation (the Wind-Down Date); however, REMITCO will not be required to agree to a Wind-Down

Date that extends more than 120 days following (a) for a non-renewal, the expiration of the Term or (b) for a termination, the date of the termination notice.

2.6 REMITCO provides services to multiple clients using the

REMITCO System. REMITCO may modify or enhance the

REMITCO System over time.

2.7 Client will review all Services that Client receives, and

Client will notify REMITCO within 60 days after receiving a Service of any error in the Service. If Client fails to provide to REMITCO written notice of an error within the

60-day period, then Client’s failure will relieve REMITCO of liability resulting from an error.

2.8 REMITCO may subcontract all or any part of any Service, but REMITCO will be responsible for performing all

Services in compliance with the Agreement. REMITCO will provide Client with information about its use of subcontractors during the Client’s annual risk assessment or due diligence process, not to occur more frequently than once per year. REMITCO will provide Client with a list of subcontractors that perform a material portion of the

Services annually upon Client’s request.

2.9 Each party will designate a representative to serve as the primary business contact for the Agreement each of us will promptly notify the other if the contact person changes.

2.10 If, after the initial start-up of the Services, Client requests a change in connectivity and Client’s systems are incompatible with the REMITCO System, then Client will be responsible for any costs necessary to make the systems compatible. REMITCO will use commercially reasonable efforts to assist Client to attain system compatibility. Client, at Client’s expense, will provide any required telecommunication circuits and data circuit termination equipment to be connected to data carrier equipment at REMITCO’s (or its subcontractor’s) site and any special data transmission equipment (including cables) to provide access to Client’s systems for transaction processing and file exchanges. Client will test and prove connectivity and interfaces. Client will give

REMITCO at least 120 days’ advance written notice of any planned changes to Client’s systems or telecommunication connections that will affect compatibility with, or connectivity to, REMITCO’s or

REMITCO’s subcontractor(s)’ systems.

3. Term and Termination

3.1 Term of the Agreement. The term of this Agreement shall

commence on the date on which Client’s migration project closes (the “Migration Completion Date”) and shall expire two (2) years from the Migration Completion Date (“Initial

Term”). This Agreement will be automatically renewed for additional zero (0) year periods (“Renewal Term”) unless written notice to allow the Agreement to expire is given by either party at least ninety (90) days prior to the end of the

Initial Term or any Renewal Term, as applicable.

3.2 Termination of the Agreement. Either Party may, by

delivering written notice of termination to the other, terminate the Agreement, if the other Party:

3.2.1 Materially breaches the Agreement, and fails to

remedy the breach within 30 days after receiving written notice of the breach from the non-breaching party;

3.2.2 Admits in writing its inability to pay its financial

obligations as they become due or makes a general assignment for the benefit of creditors;

3.2.3 Files a petition for bankruptcy, reorganization, or

other debtor relief under federal or state law or consents to the appointment of an administrator, receiver, custodian, or similar official over its business; or

3.2.4 Has a petition for involuntary bankruptcy, reorganization, or other creditor relief under federal or state law filed against it, or a formal request for an administrator, receiver, custodian, or similar official over its business is made by anyone, and the petition or formal request is not dismissed or stayed within 60 days.

3.3 Additional REMITCO Termination Rights

REMITCO may terminate the Agreement or suspend all or a portion of the Services immediately if:

3.3.1 Client’s performance of Client’s obligations or use

of the Services violates any applicable Legal

Requirements; or

3.3.2 Client fails to pay any amount due within 30 days

after its due date.

3.4 Timely Exercise of Termination Rights

If either party has the right to terminate the Agreement, then the party will exercise its termination right within 90 days after the date on which it first knows of the right. If a party fails to exercise a termination right within this time period, then the termination right will be deemed to have been waived for the circumstances that triggered the termination right.

3.5 Early Termination

3.5.1 In addition to the termination options permitted in

accordance with the terms of the Agreement, Client also has the right to terminate at any time during the Initial Term (“Early Termination”) upon ninety (90) days prior written notice to REMITCO.

Termination by Client under this Section shall be subject to Client’s payment of the Early

Termination Fee. The “Early Termination Fee” shall mean an amount equal to the product of (a) the average of the last three monthly invoices;

multiplied by (b) the number of months remaining in the Initial Term of this Agreement; plus (c) onboarding expenses, which shall mean all costs or expenses that REMITCO incurs in connection with moving Client from Client’s previous service provider to the REMITCO system.

3.5.2 The Early Termination Fees will be due and

payable in a single lump sum on the Wind-Down

Date. We agree that the Early Termination Fees:

a) Are intended to compensate REMITCO for the losses that we agree REMITCO will incur as a result of the termination of the

Agreement before the completion of the

Initial Term of the Agreement;

b) Are a reasonable estimate, as of the

Effective Date, of the actual damages that

REMITCO would incur as a result of the termination of the Agreement before the completion of the Initial Term of the

Agreement; and

c) Do not constitute a penalty.

3.6 Effect of Termination

3.6.1 Termination of the Agreement will not affect (a)

REMITCO’ right to recover any amounts for which

Client is liable or obligated under the Agreement, or (b) Client’s responsibility to pay any amounts for which Client is liable or obligated in connection with the Services.

3.6.2 Despite anything to the contrary in the Agreement

or in a termination notice, the effective date of any termination or expiration of the Agreement will occur on the Wind-Down Date.

3.6.3 Upon the Wind-Down Date, REMITCO will have no

further obligation to provide Services to Client and

Client will pay all outstanding unpaid amounts

Client owes to REMITCO.

4. Invoicing Disputes

4.1 If Client disputes any charges on an invoice (Invoice

Dispute), then Client will, within 90 days of the invoice date, notify REMITCO in writing and include a written description of the disputed portion of the invoice (Invoice

Dispute Notice). Client’s failure to notify REMITCO of an

Invoice Dispute within the 90-day period will relieve

REMITCO of any liability resulting from the Invoice

Dispute.

4.2 REMITCO and Client will work together in good faith to

investigate any Invoice Dispute and use commercially reasonable efforts to resolve any Invoice Dispute within 30 days after REMITCO receives the Invoice Dispute Notice

(Invoice Dispute Resolution Period). If the parties do not resolve an Invoice Dispute within the Invoice Dispute

Resolution Period, then the parties may escalate to the appropriate stakeholders for further discussion.

4.3 All amounts paid under the Agreement will be paid in

United States Dollars.

5. Fees for Services

5.1 Client will pay to REMITCO all Fees that Client incurs for the Services, as described in the Agreement. The Fees are not inclusive of any applicable additional charges for taxes or interest.

5.2 Client will require and pay for Services each month until the Wind-Down Date sufficient to generate the minimum

Processing Fees (Minimum Fees) described in Section

VIII of the Agreement. If, in any month, Client fails to require and pay for Services sufficient to generate

Processing Fees that equal the Minimum Fees, then

Client will also pay to REMITCO the amount by which

Client’s actual Processing Fees for that month are less than the Minimum Fees.

5.3 REMITCO may increase the Processing Fees and

Minimum Fees on an annual basis by providing to Client

90 days’ advance notice of the increase; however, the

Processing Fees and Minimum Fees will not be increased in any Service Year by an amount that exceeds the most recent unadjusted 12 months ended

Consumer Price Index for All Items, as reported in “Table

A. Percent Changes in CPI for all Urban Consumers

(CPI-U)” published by the U.S. Bureau of Labor

Statistics, at the time that REMITCO calculates the

Renewal Term fee, plus two percent (2%), or 3% of the fee in effect during the previous Service Year, whichever is greater.

5.4 Client will pay REMITCO, at REMITCO’s then-current

rates (plus any applicable materials charges), for all services that REMITCO performs to wind-down the

Services.

6. Taxes

6.1 All Charges set forth in this Agreement are exclusive of

any applicable local, state or federal taxes. Client will pay or reimburse REMITCO for the same. Client is responsible for all applicable taxes, duties, or other charges, including sales or use taxes, imposed by any federal, state, or local government entity on the furnishing of the Service by REMITCO under a Contract

Document, except for taxes based on REMITCO’s net income, gross revenue, or employment obligations. If

REMITCO is obligated by Applicable Law or regulation to collect and remit any taxes relating to the Service (except for taxes based on employment obligations), then

REMITCO shall add the appropriate amount to Client’s invoices. If applicable, Client may satisfy its obligations under this Section by providing REMITCO a valid exemption certificate.

7. Compliance with Applicable Law

7.1 REMITCO’s Obligations. REMITCO will undertake to

provide the REMITCO Data in material compliance with

Applicable Laws. REMITCO has no responsibility for or accountability to monitor or interpret the Applicable Laws governing Client’s or its customers’ business or for Client’s or its customers’ violation of Applicable Laws. In the event of a change in Applicable Law that impacts REMITCO’ provision of the REMITCO Data, in its discretion

REMITCO will implement any necessary changes to provide the REMITCO Data and will notify Client of the impact to the Charges, if applicable.

7.2 Client’s Obligations. Client is solely responsible for (i) monitoring and interpreting the Applicable Laws applicable to Client, compliance with such Applicable

Laws, and ongoing compliance, including records retention, in accordance with such Applicable Laws; and

(ii) reviewing and accessing the System and for determining that its selection of REMITCO Data is consistent with Applicable Law. Client will coordinate with, and provide information to, REMITCO as may be reasonably requested by REMITCO to enable REMITCO to comply with all Applicable Laws.

7.3 Change in Applicable Law. In performing this

Agreement, neither Party will be required to perform or omit to perform any act required or permitted under this

Agreement if such performance would violate the provisions of any Applicable Law.

8. Confidentiality

8.1 Confidential Information. Each Party may, in the course

of performing its responsibilities under this Agreement, be exposed to, or acquire, information of the other Party, its Affiliates, or their customers that is confidential or information of third parties to whom such other Party or its Affiliates owe a duty of confidentiality (“Confidential Information”). Each Party will hold the Confidential Information of the other Party in confidence using the same or greater degree of care it uses with its own confidential information (but in no event less than a reasonable degree of care) and use such Confidential Information solely in the performance of this Agreement.

Except to the extent permitted by this Agreement or otherwise agreed by the disclosing Party in writing, neither Party will disclose such Confidential Information to third parties. Notwithstanding the foregoing, each Party may disclose the terms of this Agreement: (i) to its Affiliates receiving access to the System, potential purchasers of its business, and its attorneys, accountants and other advisors, provided that any such Party is bound by an agreement or obligations of confidentiality as protective as this Section; or (ii) to any of its third parties or subcontractors accessing the System.

8.2 Exclusions. Confidential Information does not include

information if and to the extent the receiving Party can demonstrate such information: (i) is or becomes known to the public other than by disclosure by the receiving Party in violation of this Agreement; (ii) was known to the receiving Party previously, without a duty of confidentiality;

(iii) was independently developed by the receiving Party outside of this Agreement and without reference to, or use of, any Confidential Information of the disclosing Party; or

(iv) was rightfully obtained by the receiving Party from a third party without a duty of confidentiality to the disclosing Party.

9. Information Security

9.1 Subject to the terms of this Agreement, each Party is

responsible for the security of information or systems under its exclusive control, and security issues arising from such information or systems. REMITCO does not control third party telecommunication lines used to provide the Services and is not responsible for the security of transmissions to and from the REMITCO system using such lines. Each Party will maintain information security practices designed to prevent unlawful access to, use, disclosure or alteration of Customer Information.

9.2 On an annual basis during the Term, REMITCO will obtain

a third party audit of the electronic data processing environment maintained by REMITCO to provide the Services in accordance with industry standards. Further, in recognition of Client’s vendor due diligence obligations, REMITCO will, at Client’s request, provide Client with the REMITCO security assurance portfolio, which includes a copy of REMITCO’s responses to the Financial Institutions Shared Assessment Program Standardized Information Gathering questionnaire, and a copy of REMITCO’s most recent annual audit report relating to the Services, such as a SOC 1, Type 2 report.

10. Ownership

10.1 As between Client and REMITCO, REMITCO is the

owner of all REMITCO IP. REMITCO may use REMITCO IP to perform services for other REMITCO customers.

Nothing in the Agreement gives Client any right, interest, claim, title, or license (whether express or implied) in or to any REMITCO IP.

10.2 As between Client and REMITCO, Client is the owner of

all of Client IP. Nothing in the Agreement gives REMITCO any right, interest, claim, title, or license (whether express or implied) in or to any of Client IP other than to use Client IP to provide the Services to Client under the Agreement.

11. Warranty Disclaimer. This Agreement is an agreement for services and the Uniform Commercial Code does not apply to the Agreement or the Services. Except for any representations or warranties REMITCO expressly gives in the Agreement, REMITCO disclaims all warranties of any kind (whether express, implied, or imposed by statute or other law) that arise out of or relate to the Agreement or the Services (including any warranties of quality, merchantability, title, non-infringement, suitability, or fitness for a particular purpose. REMITCO does not warrant that Client’s use of the Services will be uninterrupted or error-free. Any equipment provided to Client under the Agreement is incidental to the Services.

12. Indemnification

12.1 Each Party will defend, indemnify, and hold the other

Party and its parent, subsidiaries, directors, officers, agents, representatives, and employees (collectively the “Indemnified Parties”) harmless from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs and expenses and reasonable attorney’s fees and related costs (collectively, “Losses”) incurred by, asserted against or imposed upon Indemnified Parties as a result of any third party claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity, (collectively, “Claims”), as set forth below:

12.1.1 any actual or alleged infringement or misappropriation of any valid intellectual property rights owned by a third party arising from the Indemnified Party’s performance of its rights or obligations under this Agreement, but excluding any claims resulting from: (i) the Indemnified Party’s use outside of the scope of this Agreement; (ii) the Indemnified Party’s use of information, specifications, or resources provided by the other Party; (iii) modifications by the Indemnified Party of the software, equipment, resources or System; or (iv) the Indemnified Party’s combination, operation or use of the System, software, equipment, resources provided by the other Party with devices, data, programs or other resources not provided by the other Party.

12.1.2 any allegation that, if true, would constitute a breach of a Party’s obligations under Section 8 (Confidentiality);

12.1.3 fraud, theft or embezzlement by a Party or its personnel; and

12.1.4 an intentional tort, willful misconduct, unlawful conduct, or gross negligence of a Party (or any entity or person for which a Party is responsible).

12.2 Client will also defend, indemnify, and hold REMITCO

and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from and against any and all Losses incurred by, asserted against or imposed upon Indemnified Parties of REMITCO as a result of Claims arising from Client’s breach of this Agreement or its use of the Services or the REMITCO System.

13. Limitations of Liability

13.1 Exclusion of Consequential Damages and Certain

Other Damages. EXCEPT FOR THE LIABILITY OF A

PARTY (INCLUDING ANY RELATED

INDEMNIFICATION OBLIGATIONS) CAUSED BY, OR

ARISING FROM, GROSS NEGLIGENCE, WILLFUL

MISCONDUCT, OR FRAUD OF SUCH PARTY,

CLIENT’S INDEMNIFICATION OBLIGATIONS,

AMOUNTS OWED TO REMITCO BY CLIENT, OR AS

OTHERWISE REQUIRED BY APPLICABLE LAW,

NEITHER PARTY, NOR ITS AFFILIATES OR ITS OR

THEIR RESPECTIVE SHAREHOLDERS,

DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,

SUBCONTRACTORS, OR LICENSORS, WILL BE

LIABLE TO THE OTHER PARTY, OR ITS

AFFILIATES, OR ITS OR THEIR DIRECTORS,

OFFICERS, EMPLOYEES, AGENTS, MEMBERS,

AFFILIATES, OR SUBCONTRACTORS, FOR

CLAIMS FOR INCIDENTAL, INDIRECT, PUNITIVE,

EXEMPLARY, CONSEQUENTIAL, OR SPECIAL

DAMAGES, INCLUDING DAMAGES FOR LOSS OF

PROFITS, LOSS OF DATA, OR LOSS OF USE OR

REVENUE, CONNECTED WITH, OR ARISING OR

RESULTING FROM, ANY PERFORMANCE OR LACK

OF PERFORMANCE UNDER THIS AGREEMENT,

EVEN IF SUCH DAMAGES WERE FORESEEABLE

OR THE APPLICABLE PARTY WAS ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES, AND

REGARDLESS OF WHETHER A CLAIM IS BASED

ON CONTRACT, WARRANTY, TORT (INCLUDING

NEGLIGENCE OR STRICT LIABILITY), OR ANY

OTHER LEGAL OR EQUITABLE PRINCIPLE.

13.2 Limitation on Direct Damages. Except for any liability

of REMITCO caused by, or arising from, gross negligence, willful misconduct or fraud of REMITCO, or as required by applicable law, the liability of REMITCO, its Affiliates, and its shareholders, directors, officers, employees, agents, subcontractors and licensors, for direct damages (whether a claim therefore is based on warranty, contract, tort (including negligence or strict liability), statute, or otherwise) connected with, or arising under, this Agreement will be limited in the aggregate for all claims to the Cap. The “Cap” shall mean an amount equal to the total Charges paid and payable by Client to REMITCO under this Agreement that gives rise to such liability during the six (6) months prior to the occurrence of the first event that is the subject of the first claim (or, if six (6) months have not yet elapsed since the execution date of the Agreement, then the total amount actually paid by Client to REMITCO under this Agreement).

14. Force Majeure. Neither Party shall be liable for damages for failure to perform its obligations arising out of any event beyond the reasonable control of a Party that delays or prevents the Party, directly or indirectly, from performing its obligations under this Agreement (other than payment obligations).

15. General

15.1 Entire Agreement. This Agreement constitutes the

entire agreement between the Parties with respect to the subject matter hereof and will not be modified except by a writing signed by both Parties. The provisions of this Agreement supersede all contemporaneous oral agreements and all prior oral and written quotations, RFP responses, communications, agreements, understandings of the Parties, and written or oral representations of either Party with respect to the subject matter of this Agreement.

15.2 Assignment. Neither Party may assign this Agreement

or any of its rights and obligations hereunder without the prior written consent of the other Party; provided, however, REMITCO may assign this Agreement or delegate any of its rights and obligations hereunder to an Affiliate or subcontractor without the consent of Client. Nonetheless, either Party may assign this Agreement and all of its rights and obligations under this Agreement without the prior written consent of the other to an entity that acquires Control of such Party or that acquires all or substantially all of the assets of such Party or that is the successor in a merger, acquisition or divestiture involving such Party, provided that, where Client is the assigning or merging Party, in each case, such entity is not a competitor of REMITCO. Any attempted assignment that does not comply with the terms of this Section is null and void. This Agreement is binding on the Parties and their respective successors and permitted assigns.

15.3 Notices. Any notice required or permitted to be given

under this Agreement will be given in writing and is effective (i) four (4) business days after such notice is sent by registered or certified mail, or (ii) the business day such notice is delivered by hand or overnight courier or the first business day after the day such notice is delivered by hand or overnight courier if not delivered on a business day, in each case to the addresses set forth on the first page of this Agreement.

For REMITCO, all notices should be sent to Attn:

Contract Administration. Either Party may change the address set forth in this Section at any time by giving prior written notice to the other Party as provided above.

15.4 Governing Law and Venue. This Agreement is

governed by and construed in accordance with the laws of the State of Minnesota without giving effect to any choice of law provision or rule (whether of the State of Minnesota or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The Parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts in Hennepin County, Minnesota. REMITCO AND CLIENT

IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY

MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL

PROCEEDING INVOLVING ANY CLAIM RELATING

TO OR ARISING UNDER THIS AGREEMENT.

15.5 Relationship of the Parties. Each Party, in performing

its obligations under this Agreement, is acting as an independent contractor. Nothing in this Agreement will be construed to create: (i) a partnership, joint venture or other joint business arrangement between the Parties;

(ii) any fiduciary duty owed by one Party to the other Party or any of its Affiliates; (iii) a relationship of employer and employee between the Parties; or (iv) any basis for any employee of a Party to claim that he or she is an employee of the other Party. Neither Party will have the authority to commit the other Party contractually or otherwise to any obligations to third parties.

15.6 Severability. If any provision of this Agreement is

determined to be invalid or unenforceable, the remaining provisions of this Agreement will not be affected thereby and the invalid or unenforceable provision will be reformed to the extent necessary to render such provision valid and enforceable and to reflect the intent of the Parties to the maximum extent possible under Applicable Law.

15.7 Survival of Obligations. The obligations of the Parties

under this Agreement that the Parties have expressly agreed will survive termination or expiration of this Agreement or that, by their nature, would continue beyond the expiration or termination of this Agreement, will survive the expiration or termination of this Agreement for any reason.

15.8 Third Party Beneficiaries. This Agreement is entered

into solely between Client and REMITCO and will not be deemed to create any rights in any third parties or to create any obligations of either Client or REMITCO to any third parties.

15.9 Contract Amendments and Modifications. This

Agreement may be amended or modified solely in a writing signed by an authorized representative of each Party.

15.10 Authority. Each Party has the power and authority to

enter into this Agreement, and the person signing this Agreement on behalf of each Party has been properly authorized by their respective Party to bind the Party to the terms and conditions of this Agreement.