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g <br /> 4 <br /> F <br /> g <br /> Paymentus <br /> Paymentus will arrange for integration with Both parties agree that Paymentus will be presented <br /> the Client's existing merchant account for processing as a payment method option.Client will communicate <br /> and settlement of the credit card transactions. Paymentus option to its end residential and i' <br /> commercial Clients wherever Client usually 1 <br /> 4.5 Card Authorization communicates its other payment methods. I <br /> For authorization purposes, Paymentus will 5.3 Independent Contractor <br /> electronically transmit all Card transactions to the <br /> appropriate card associations in real time as the Client and Paymentus agree and understand <br /> transactions occur. that the relationship between both parties is that of an <br /> independent contractor. I <br /> 4.6 Settlement r <br /> 5.4 Client's Responsibilities <br /> Paymentus together with its authorized Card <br /> processor shall forward the payment transactions to In order for Paymentus to provide Services <br /> the appropriate card organizations for settlement outlined in this Agreement,the Client shall co-operate F <br /> directly to the Client's depository bank account with Paymentus by: s <br /> previously designated by the Client (hereinafter the <br /> "Client Bank Account"). (i) Client will enter into all applicable merchant I <br /> Card or cash management agreements. <br /> Paymentus will invoice the Client monthly (in <br /> accordance with Washington State law) the (ii) For the duration of this Agreement, Client will <br /> Paymentus Service Fees. keep a bill payment link connecting to Paymentus <br /> Paymentus together with Paymentus Authorized System at a prominent and mutually agreed location <br /> Processor will continuously review its settlement and on the Client website.The phone number for the IVR <br /> direct debit processes for its simplicity and payment will also be added to the web site.Client will <br /> efficiencies. Client and Paymentus agree to fully co- also add the IVR payment option as part of the <br /> operate with each other if Paymentus were to change Client's general phone system. <br /> its settlement and invoicing processes. <br /> (iii) User Adoption marketing as described in 5.2. <br /> 5 General Conditions of Services (iv) Within 180 days of the merchant account <br /> setup, Client will launch the service to the Users. <br /> 5.1 Service Reports <br /> (v) For the purpose of providing Client a posting <br /> Paymentus shall provide Client with reports file for posting to Client's billing system, Client will <br /> summarizing use of the Services by Users for a given provide the file format specification currently used to <br /> reporting period. post its payments to the billing system.Client will fully <br /> cooperate with Paymentus and provide the <br /> 5.2 User Adoption Communication by Client information required to integrate with Client's billing <br /> system. <br /> Client will make Paymentus' Services <br /> available to its residential and commercial Clients by <br /> different means of Client communication including a) 6 Governing Laws <br /> through bills, invoices and other notices; b) by <br /> providing IVR and Web payment details on the This Agreement shall be governed by the <br /> Client's website including a "Pay Now" or similar link laws of the state of Washington. <br /> on a mutually agreed prominent place on the web site; <br /> c)through Client's general IVR/Phone system; and d) 7 Communications <br /> other channels deemed appropriate by the Client. <br /> 7.1 Authorized Representative <br /> Paymentus shall provide Client with logos, graphics <br /> and other marketing materials for Client's use in its Each party shall designate an individual to <br /> communications with its users regarding the Services act as a representative for the respective party, with <br /> and/or Paymentus. the authority to transmit instructions and receive <br /> information. The parties may from time to time <br /> designate other individuals or change the individuals. <br /> Master Services Agreement—Absorbed Page 4 of 8 <br /> 100205 <br />