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Payment Processing Services Statement of Work: Catalis Payments, LLC & Everett Municipal Court | Page 12 of 17 <br />and any rights not expressly granted to Merchant hereunder are reserved by Provider. Merchant will not take any action inconsistent <br />with Provider’s property rights in and to the E-Payment System, and/or any other intellectual property right of Provider. <br />2.12.Terminals. Merchant acknowledges and agrees that Provider may provide Merchant point of sale terminals solely for the <br />purpose of permitting Customers to initiate Payments via the E-Payment System. Upon receipt, this hardware becomes the sole and <br />exclusive property of the Merchant. Provider will facilitate processing of any warranty claims on the provided devices during the <br />manufacturers’ warranty period. Following the expiration of the manufacturers’ warranty, Provider will subsidize proportions of the <br />replacement cost of any defective or damaged device according to the following schedule: <br />1st year following warranty expiration: 25% <br />2nd year following warranty expiration: 50% <br />3rd year following warranty expiration: 75% <br />4th year following warranty expiration and beyond: 100% <br />2.13.Change Control Process. The Parties agree to use the Provider organizational standard change process “Change Control <br />Process” for all changes requested by Merchant and agreed to by Provider. Provider may, in its sole discretion, change, modify and/or <br />update the Change Control Process at any time provided that Provider provides at least ten days prior notice to Merchant. <br />2.14.Billing Terms. All pricing is contained in the SOW and any Amendments or Addendums that may be executed by the Parties. <br />The proposed pricing model may contain no transaction related or recurring costs for the Merchant and could result in Merchant incurring <br />no charges during a billing cycle. Provider will send Merchant a monthly invoice for any charges incurred. The invoices will include <br />detail for volumes and the number of transactions processed. <br />Merchant shall pay invoices within thirty (30) days of issue. Invoices not paid within this period shall be charged interest which <br />compounds daily. The interest rate shall be the prime interest rate as of the date of the invoice calculated as simple interest. This interest <br />shall accrue from the issue date and shall continue until invoice is paid in full. <br />Merchant is additionally liable for any applicable federal, state, or local Taxes (exclusive of income or gross receipts Taxes properly <br />payable by Provider) and other fees or assessments incurred as a result of the use of the E-Payment System by Merchant. <br />2.15.Customer Terms & Conditions. As part of the E-Payment System, the Customer will agree to the E-Payment System terms <br />and conditions (“Disclaimer Language”). Provider may, in its sole discretion, change, modify and/or update the Disclaimer Language <br />at any time provided that Provider provides at least ten days prior notice to Merchant. <br />3. DISCLAIMER OF WARRANTIES. <br />3.1.AVAILABILITY. PROVIDER MAKES NO WARRANTIES REGARDING THE QUALITY, RELIABILITY, <br />TIMELINESS OR SECURITY OF THE WORLD WIDE WEB OR TELEPHONE LINES, THE INTERNET AND OTHER <br />GLOBALLY LINKED COMPUTER NETWORKS, OR THE WEBSITES ESTABLISHED THEREON INCLUDING THE E- <br />PAYMENT SYSTEM, WILL BE UNINTERRUPTED OR ERROR FREE AND PROVIDER WILL IN NO WAY BE LIABLE TO <br />MERCHANT OR CUSTOMER DUE TO ANY DISRUPTION OF PROVIDER’S E-PAYMENT SYSTEM OR NON- <br />AVAILABILITY OF THE E-PAYMENT SYSTEM DURING WHICH CUSTOMERS ARE UNABLE TO ACCESS OR USE THE E- <br />PAYMENT SYSTEM DUE TO A CONFIRMED PROBLEM THEREIN. <br />3.2.THIRD PARTY PRODUCTS. MERCHANT UNDERSTANDS AND AGREES THAT PROVIDER MAY USE THIRD <br />PARTY PRODUCTS IN CONNECTION WITH THE E-PAYMENT SYSTEM OFFERED HEREUNDER. THESE PRODUCTS <br />MAY INCLUDE FIREWALL SECURITY, WEB SERVER SOFTWARE AND ENCRYPTION SOFTWARE. PROVIDER MAKES <br />NO REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE OF SUCH THIRD-PARTY SOFTWARE, <br />SPECIFICALLY INCLUDING ANY WARRANTY THAT PERFORMANCE WILL BE UNINTERRUPTED OR ERROR-FREE. <br />3.3.NO IMPLIED WARRANTIES. EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, <br />NEITHER PROVIDER NOR ANY THIRD PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR <br />IMPLIED, REGARDING THE E-PAYMENT SYSTEM OR SERVICES PROVIDED HEREUNDER AND SPECIFICALLY <br />DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST <br />INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW. <br />4. NO CONSEQUENTIAL DAMAGES. <br />4.1. IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR <br />CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT <br />LIMITATION, LOST PROFITS, EVEN IF THE PARTY THAT WOULD OTHERWISE HAVE BEEN LIABLE HAS BEEN <br />ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.