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a license to use such card readers and Firmware for the
<br />duration of the Agreement. Participant's use of card
<br />readers and Firmware shall be limited to the purposes
<br />of this Agreement. Acceptance and use of card
<br />readers does not convey to Participant any title, patent,
<br />copyright, or other proprietary right in or to the
<br />Firmware. At all times, AllPaid or its suppliers retain
<br />all rights to the Firmware, including but not limited to
<br />updates, enhancements, and additions. Participant
<br />shall not attempt to access or disclose the Firmware to
<br />any party, or transfer, copy, license, sub-license,
<br />modifr, translate, reverse engineer, decompile,
<br />disassemble, tamper with, or create any derivative
<br />work based on Firmware.
<br />Participant will use reasonable care to protect card
<br />readers from loss, theft, damage or any legal
<br />encumbrance. AllPaid shall provide card readers and
<br />installation insftuctions at service implementation and
<br />when providing any replacement or additional card
<br />readers by shipment to a location Participant
<br />designates or, at AllPaid's option, Participant will
<br />allow AllPaid and its designated representatives
<br />reasonable access to Participant's premises for
<br />training purposes and device installation, repair,
<br />removal, modification, upgrades, and relocation.
<br />Card readers for use wilh Gov$wipe are designed to
<br />communicate Payer data to AllPaid through
<br />Participant's computing equipment to which they are
<br />cable-attached via USB port. Internet access to
<br />AllPaid is required for transaction processing via
<br />GovSwipe and is enabled solely by Participant's
<br />computers and networks. Participant is responsible to
<br />use standard safeguards and practices to keep its
<br />computers and networks secure and free from
<br />malicious software or hardware. AllPaid shall not be
<br />held liable to Participant for exposure ofParticipant's
<br />computers or networks to malicious software or
<br />hardware of any kind. AllPaid is solely responsible for
<br />the maintenance ofany card readers and shall supply
<br />Participant with replacement card readers on
<br />Participant's request and as AllPaid deems
<br />appropriate. Upon termination of the Agreement,
<br />AllPaid may require Participant to return card readers
<br />at AllPaid's expense and by such method as AllPaid
<br />specifies.
<br />11. Miscellaneous. There are no third-party
<br />bencficiaries to this Agreement. This Agreement may
<br />not be assigned, in whole or in part, by either parfy
<br />hereto without prior written consent of the other party,
<br />which consent shall not be unreasonably withheld.
<br />Either party is excused from performance and shall not
<br />be liable for any delay in performance or non-
<br />performance, in whole or in part, caused by the
<br />AllPaid Agree. No. )OOO( ST-Name of Entity, 20Ylt\dONDD
<br />(AllP otd.lAFom*ra2| 20li't4R I 5 - GENE ML)
<br />occrurence ofany contingency beyond the contol of
<br />the non-performing party including, butnot limited to,
<br />work stoppages, fires, civil disobedience, riots,
<br />rebellions, terorism, loss of power or
<br />telecommunications, flood, storm, Acts of God, and
<br />similar occwrences. This Agreement shall be
<br />govemed by the intemal laws of the state in which
<br />Participant is located. Litigation regarding this
<br />Agreement shall be filed in state or federal courts of
<br />appropriate jurisdiction in or near the county in which
<br />Participant is located. Any waiver must in in writing
<br />and signed by thc party to be charged and a waiver of
<br />any portion of this Agreement shall not be deemed a
<br />waiver or renunciation of olher portions. Rights and
<br />obligations under this Agreement which by their
<br />nature should survive will remain in effect after
<br />termination or expiration hereof. In the event that any
<br />provision of this Agreement is adjudioated by any
<br />court of competent jurisdiction to be invalid, illegal,
<br />void, or unenforceable, all other provisions of this
<br />Agreement shall remain in firll force and effect.
<br />12. Completeness. This Agreement including its
<br />authorized attachment(s) is the entire agreement
<br />between the parties and expresses the complete
<br />understanding ofthe parties, superseding all prior or
<br />contemporaneous agro€ments with regard to the
<br />subject matter herein. This Agreement may not be
<br />altered, amended or modified except in a writing
<br />incorporated hereto and signed by the parties,
<br />provided, however, that AllPaid may revise the terms
<br />of this Agreement if required to comply with law,
<br />regulation, or card industry rules and AllPaid provides
<br />prompt notioe to Participant of such change(s) and
<br />may modifr fees per Section 3.
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