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Rev. 2024-08-06 pg. 15 <br /> <br />consent and agreement to the modification and/or amendment. Posting notice of any modification <br />or amendment on the Website shall be deemed adequate notification. <br />17. Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by, and construed <br />and enforced in accordance with, the laws of the State of Delaware without regard to conflicts of <br />law provisions. The parties hereby consent and submit to service of process, personal jurisdiction, <br />and venue in the state and federal courts in the State of Delaware and select such courts as the <br />exclusive forum with respect to any action or proceeding arising out of or in any way relating to <br />this Agreement, and/or pertaining in any way to the relationship between Provider and Sub- <br />merchant. PROVIDER AND SUB-MERCHANT HEREBY WAIVE THE RIGHT TO TRIAL BY <br />JURY IN ANY MATTER UNDER, RELATED TO, OR ARISING OUT OF THIS <br />AGREEMENT OR ANY TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED <br />HEREBY. <br />18. Headings and Construction. The headings used in this Agreement are inserted for <br />convenience only and will not affect the interpretation of any provision. The parties agree that the <br />terms and conditions of this Agreement shall not be construed in favor of or against any party by <br />reason of the extent to which any party or its professional advisors participated in the preparation <br />of this document. <br />19. Survival. The provisions of sections 4.3, 5, 6, 9, 10, 14, 17, 19, 20, 23, and 24 shall survive <br />termination or expiry of this Agreement. Termination of this Agreement shall not relieve Sub- <br />merchant of any amounts due and owing or for liability for any breach of this Agreement prior to <br />termination. <br />20. Entire Agreement; Parties to the Agreement. This Agreement constitutes the agreement <br />required by the Payment Facilitator Merchant Agreement between Provider and its Processor and <br />Processor’s Member Bank. VISA, MasterCard, Discover, American Express, or any other <br />applicable networks may require that Sub-merchant also enter into a direct contractual relationship <br />with Processor if Sub-merchant is categorized within certain MCC codes designated by VISA, <br />MasterCard, Discover, American Express, or any other applicable network and Sub-merchant’s <br />card transaction volume exceeds $1,000,000 for VISA, MasterCard, Discover, American Express, <br />or any other applicable network or such other amount or criteria provided in the Operating <br />Regulations. Where this direct contractual relationship is required by the Operating Regulations, <br />by agreeing to this Agreement, Sub-merchant agrees to execute a direct processing agreement with <br />Processor, in the form provided by Provider, and Provider will provide Processor with a copy of <br />such agreement. Moreover, in the event that this Agreement is assigned, Sub-merchant may be <br />required to enter into a Direct Processing Agreement with a processor of the assignee’s choice. <br />Provider and Sub-merchant acknowledge and agree that Processor and Member Bank are hereby <br />made parties to this Agreement for the purpose noted above and that upon an assignment of this <br />Agreement a different processor and its member bank may become parties to this Agreement, and <br />that Processor and Member Bank or processor and its member bank, as chosen by the assignee, <br />each, as applicable, depending upon whether the Agreement has been assigned, shall have the right <br />to enforce against Sub-merchant all terms and conditions of this Agreement and any future <br />amendments or addenda to which they are a party, that are set forth therein. This Agreement, its