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Notwithstanding the forgoing, Agent shall have no duty to indemnify Processor, and Processor
<br />agrees to indemnify and hold harmless Agent, for any claims, losses, damages, costs, charges,
<br />liens, fines, penalties, suits, orders, judgments or expenses, including any legal fees and legal costs,
<br />to the extent those claims arise directly from the gross negligence or willful misconduct of Processor.
<br />The indemnification obligations outlined herein shall survive termination of this Agreement
<br />7. Choice of Law. This Agreement shall be construed and enforced in accordance with the internal
<br />laws of the State of Utah, without reference to choice of law rules. Any Legal action, including an
<br />original complaint or third party claim, or any action arising under or related to this Agreement,
<br />including but not limited to a claim for payment under the Agreement, and also including any non-
<br />contract claim, shall be brought and maintained exclusively in a state or federal court of
<br />competent subject matter jurisdiction in Utah and the parties hereby submit themselves to the
<br />personal jurisdiction and venue of those courts for the purpose of any such action.
<br />8. Miscellaneous.
<br />(a) Amendments. RAPID Financial Services reserves the right to modify from time to time the
<br />terms of this Agreement upon thirty (30) days' prior written notice to Agent unless such
<br />modifications are to benefit to Agent or relate to new services. RAPID Financial Services may
<br />modify the Services provided hereunder at the request of Bank or otherwise as may be
<br />necessary from time to time upon written notice to Agent. In the event Agent reasonably
<br />determines such modifications are materially adverse to Agent's services, Agent may terminate
<br />this Agreement by providing RAPID Financial Services notice thereof within thirty (30) days of
<br />Agent's receipt of such notice. Agent shall be deemed to have approved and accepted such
<br />modifications unless RAPID Financial Services receives Agent's written notice of termination
<br />within such 30 -day period. No other modifications to this Agreement, and not modification to
<br />the Term or Fees payable hereunder, shall be valid unless signed in writing by Agent and
<br />RAPID Financial Services.
<br />(b) Term. The contracts duration is one month which auto -renews monthly unless either Parry
<br />provides 30 -days' written notice prior to the end of the current Term.
<br />(c) Waiver. We may at any time and in our sole discretion delay or waive enforcing any of our
<br />rights or remedies under this Agreement or under Legal Requirements without losing any of
<br />such rights or any other rights or remedies. Even if we do not enforce our rights or remedies at
<br />any specific time, we may enforce them at a later date. For example, we may accept late
<br />payments or payments that are marked "payment in full" or with other restrictive endorsements
<br />without losing any of our rights under this Agreement or applicable law.
<br />(d) Notice. Any notice required hereunder shall be given by first class U.S. Mail, postage prepaid,
<br />by receipted hand delivery, electronically or by any other means agreed upon by both Parties
<br />at the address set forth above. If any notice instructions are given, the provisions of such shall
<br />govern the method and location forgiving notice. Any notice mailed shall be presumed received
<br />on the third business day after mailing thereof.
<br />(e) Force Majeure. No Party shall be liable to the other Party, nor deemed to have defaulted under
<br />or breached this Agreement, for failure to perform or delay in performing its obligations
<br />hereunder when and to the extent that such Party's failure or delay is caused by or results from
<br />a Force Majeure Event, including, without limitation, those due to acts of God, fires, explosions
<br />or other casualties; acts, regulations or decrees of governmental authorities or agencies, acts
<br />of financial institutions, Payment Networks or other service providers, wars, acts of terrorism
<br />or civil disturbances, embargos, strikes, lockouts or other labor disputes, power shortages,
<br />fluctuations or blackout and other similar causes. The Party suffering a Force Majeure Event
<br />shall give notice to the other Party stating the period of time the occurrence is expected to
<br />continue and shall use all diligent efforts to end the failure or delay and ensure the effects of
<br />such Force Majeure Events are minimized.
<br />Master Service Agreement
<br />Page 6 of 10
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