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AFFILIATES HEREBY DISCIAIM 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 />REIMBURSEMENT AND INTELLECTUAL PROPERTY
<br />1. Compliance with Law and Operatlng Rules. lf 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, lssuers or other relevant financial institution (collectlvely, "Applicable Lau/'), Rapid will' promptly notifu Client of such modifications or changes and make modlfications or changes. as
<br />necessary to, (l) the system and/or (iil the manner and methods used to provlde the processing
<br />services hereunder, as soqn as practicable after Rapid has been notified of such required changes by
<br />the payment network, lssuer or financial institution or learns of an applicable law, rule or reguiatorv
<br />change. Any such modlfication or change so required shall be made without the need for Client
<br />approval and at Rapidrs sole expense. Rapid shall use its reasonable efforts tO give Client tlmely
<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 paymeni' network, lssuer, 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. lntellectual Property.
<br />i. Rapid and its Affiliates retain all ownership and copyright interest in and to any and all tntellectual
<br />Property provided in connection with this Agreement
<br />ii. Notwithstandlng any other provision of this Agreement, if any third-party claim is asserted, orr
<br />action or proceeding brought against Client that alleges that all or any part of the lntellectual
<br />Property, ln the form supplied, or modified by Rapid, or Clienfs use consistent with this
<br />Agfeement, infringes or misappropriates any United States intellectual property, or other
<br />proprietary right, title, or interest (including, without limitation, anv copyright or patent or any
<br />trade secret right, title, or interest), Client, upon its awareness, shall give Rapid prompt written
<br />notlce thereof. Rapid shall defend, and hold Client harmless agalpst, any such claim or action with
<br />counsel of Rapid's choice and at Rapid's expense and shall indemnifo Client agalnst any liability,
<br />damages, and costs resulting from such claim. Without waiving any rights,pursuant to sovereign
<br />immunity, Client shall €ooperate with and may monitor Rapid in the defense of any clpim, action,
<br />or proceeding and shall, if appropriate, make employees available as Rapid may reasonably
<br />requestwith regard to such defense. This lndemnitydoes not apply to the extent thatsuch a claim
<br />is attributable to rnodifications to the lntellectual Property made by Client, or any third-party
<br />pursuant to Client's directions, or upon the unauthorizid use of the lntellectual Property by
<br />Client.
<br />iii. Remedies. lf the lntellectual Property becomes the subject of a claim of infringement or
<br />misappropriation of a copyrighg patent or trade secret, Rapid shall, at its sole cost and expense,
<br />select and provide Cllent with one of the following remedies, which selectlon shali,be in Rapid,s
<br />sole discretion: (a) promptly replace the lntellectual Property with a compatible, functionally
<br />equivalent, non-lnfrlnging system; (b) promptly modifo the lntellectual Property to make it non-. infringing; (c) promptly procure the r:ight of Client to use the lntellectual Property as lntended; or
<br />(d) terminate this Agreement. The remedles in thls sectlqh are Client's exclusive remedlr with
<br />respect to the subject matter hereof.
<br />G. TERM AND TERMINATION
<br />F.
<br />RAPID Agreement page 5 of 13
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