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AFFILIATES HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS,
<br />IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR FITNESS
<br />FOR A PARTICULAR PURPOSE.
<br />F. REIMBURSEMENT AND INTELLECTUAL PROPERTY
<br />1. Compliance with Law and Operating Rules. If any change in the processing services or the system
<br />are required by applicable laws, rules, regulations, or other operating rules of the applicable payment
<br />networks, Issuers or other relevant financial institution (collectively, "Applicable Law"), Rapid will
<br />promptly notify Client of such modifications or changes and make modifications or changes, as
<br />necessary to, (i) the system and/or (ii) the manner and methods used to provide the processing
<br />services hereunder, as soon as practicable after Rapid has been notified of such required changes by
<br />the payment network, Issuer or financial institution or learns of an applicable law, rule or regulatory
<br />change. Any such modification or change so required shall be made without the need for Client
<br />approval and at Rapid's sole expense. Rapid shall use its reasonable efforts to give Client timely
<br />notice of all material changes to the program or system which are being made to comply with any
<br />known changes in federal or state laws, rules or regulations or the operating rules of the payment
<br />networks, Issuer, or other relevant financial institution.
<br />Client shall reimburse and hold harmless Rapid, its Affiliates, and third-party providers from and
<br />against any claim, loss or action related to Client's violation of Applicable Law, including, without
<br />limitation, any election by Client to apply custom fee structures or client surcharges.
<br />2. Intellectual Property.
<br />i. Rapid and its Affiliates retain all ownership and copyright interest in and to any and all Intellectual
<br />Property provided in connection with this Agreement
<br />ii. Notwithstanding any other provision of this Agreement, if any third-party claim is asserted, or
<br />action or proceeding brought against Client that alleges that all or any part of the Intellectual
<br />Property, in the form supplied, or modified by Rapid, or Client's use consistent with this
<br />Agreement, infringes or misappropriates any United States intellectual property, or other
<br />proprietary right, title, or interest (including, without limitation, any copyright or patent or any
<br />trade secret right, title, or interest), Client, upon its awareness, shall give Rapid prompt written
<br />notice thereof. Rapid shall defend, and hold Client harmless against, any such claim or action with
<br />counsel of Rapid's choice and at Rapid's expense and shall indemnify Client against any liability,
<br />damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign
<br />immunity, Client shall cooperate with and may monitor Rapid in the defense of any claim, action,
<br />or proceeding and shall, if appropriate, make employees available as Rapid may reasonably
<br />request with regard to such defense. This indemnity does not apply to the extent that such a claim
<br />is attributable to modifications to the Intellectual Property made by Client, or any third-party
<br />pursuant to Client's directions, or upon the unauthorized use of the Intellectual Property by
<br />Client.
<br />iii. Remedies. If the Intellectual Property becomes the subject of a claim of infringement or
<br />misappropriation of a copyright, patent, or trade secret, Rapid shall, at its sole cost and expense,
<br />select and provide Client with one of the following remedies, which selection shall .be in Rapid's
<br />sole discretion: (a) promptly replace the Intellectual Property with a compatible, functionally
<br />equivalent, non-infringing system; (b) promptly modify the Intellectual Property to make it non-
<br />infringing; (c) promptly procure the right of Client to use the Intellectual Property as intended; or
<br />(d) terminate this Agreement. The remedies in this section are Client's exclusive remedy with
<br />respect to the subject matter hereof.
<br />G. TERM AND TERMINATION
<br />RAPID Agreement page 5 of 13
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