Payspan SERVICES AGREEMENT

ELECTRONIC CLICK ACCEPTANCE REQUIRED IN LIEU OF SIGNATURE

BY CLICKING "I AGREE", YOU, ON BEHALF OF COMPANY (AS DEFINED BELOW), ENTER INTO THIS AGREEMENT BETWEEN COMPANY AND PAYSPAN, INC., AND YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF COMPANY, THAT CLICKING "I AGREE" WILL CONSTITUTE COMPANY'S LEGALLY BINDING ELECTRONIC SIGNATURE TO THIS AGREEMENT.  YOU ACKNOWLEDGE THAT PRIOR TO ACCEPTING AND SIGNING THIS AGREEMENT ELECTRONICALLY, YOU RECEIVED, READ AND UNDERSTOOD THIS AGREEMENT.  ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING TERMS REFERENCED IN THIS AGREEMENT, ARE PART OF THIS AGREEMENT.  YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU ARE AUTHORIZED ON BEHALF OF COMPANY TO EXECUTE THIS AGREEMENT ON COMPANY'S BEHALF, AND AFFIRM THAT YOU INTEND FOR COMPANY TO BE LEGALLY BOUND BY IT.  IF YOU DO NOT AGREE, YOU MAY CLICK "I DO NOT AGREE" TO EXIT THE ELECTRONIC SIGNATURE ACCEPTANCE PROCESS.

This Payspan Services Agreement ("Agreement") is a contract between the organization you represent ("Company") that is authorized to access the Payspan website(s) and Payspan, Inc. ("Payspan", "we", "us" or "our"), with its principal place of business located at 7751 Belfort Parkway, Suite 200, Jacksonville, Florida 32256. In consideration of the agreements of the parties set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

  1. Agreement Governs Services.

1.1. This Agreement governs Company's use of the Payspan services accessible through or downloaded from Payspan's website(s), including the website located at www.payspanhealth.com ("Website"), any related products and services and all related documentation available through the Website (collectively, the "Services"). Company must accept all of the terms and conditions contained in this Agreement before Company may become a participant in the Payspan network. Use of the Website and the Services is a privilege, and Payspan reserves the right to suspend the privilege at its discretion. If Company does not agree to be bound by the terms and conditions of this Agreement, Company, its employees, representatives, and agents may not use or access our Services.

1.2. We may amend this Agreement at any time by posting the amended terms on the Website. Except as stated otherwise, all amended terms shall be effective as soon as they are posted. Company may review the current Agreement prior to initiating a transaction at any time at our User Agreement page

1.3. Unless otherwise specified, all references to a "bank" in this Agreement include any depository financial institution including banks, savings associations, and credit unions.

1.4. This Agreement was last modified on August 27, 2021.

2.       Eligibility. If Company is a healthcare provider, in order to use the Services, Company must complete the Payspan enrollment process at the invitation of a Payspan payer. Payment Services are only available to businesses with a bank account in good standing from a financial institution capable of receiving funds through the U.S. Automated Clearinghouse (ACH) network that can form legally binding contracts under applicable law. Without limiting the foregoing, our Services are not available to all parties that apply for such Services, and Payspan may decline offering Services to any entity, including those persons and entities who present unacceptable risks to Payspan and its Website and Services, at Payspan's sole discretion.

  1. Services; Access to Bank Account.

3.1. Payspan facilitates the transfer of payments and related documentation as a payment service provider to assist healthcare providers accept such payments and view documentation from third parties. Payspan never assumes possession of healthcare provider funds sent by payers, nor will Payspan use healthcare provider funds for its operating expenses or any other corporate purposes except for payment of fees for optional value-added Services as specified in a separate agreement authorized by the provider.

3.2. If Company elects to receive payments facilitated by the Services, Company grants Payspan the right to cause the funds to be deposited on Company's behalf into Company's designated bank account at Company's financial institution consistent with rules and guidelines issued by the National Automated Clearing House Association (the "NACHA" rules) that govern the operation of the ACH network, and to allow Payspan or payer to initiate instructions on behalf of payer to access funds in that same account for the exclusive purpose of correcting any payments made in error through the Services. Payspan's rights granted herein begin when Company registers for the Services and indicates Company's desire to accept payments using the Services.

3.3. If Company elects to use a Payspan value-added service as part of the Services, Company authorizes Payspan to debit its account solely for the payment of such fees incurred by Company as a user of the Services and for no other purpose except as permitted under Section 3.2. As part of Company's registration process on the Website, it may elect to use a value-added service and must agree to pay the fees associated with its use. Company may revoke this authorization at any time by written instruction to Payspan or by returning to the Payspan Website and electing to remove the value-added service from the Services. Should a Company-authorized ACH debit entry be returned for any reason, Payspan may suspend or restrict Company's account and access to the Services indefinitely at the sole discretion of Payspan.

3.4. Payspan acts exclusively as a payment service provider by creating, hosting, maintaining and providing our Services to Company via the Internet. We do not have any control over the products or services that are paid for using our Service, the content associated with documentation of payments issued through the Service, nor are we responsible for the deposit of funds into Company's bank account. We cannot ensure that payers will complete transactions that result in a payment(s) transferring to Company. Documentation associated with payments to Company are provided as a courtesy to assist Company in its reconciliation process and are retained on the Payspan system only for a limited period according to the terms of our services agreement with Company's payer. PAYSPAN DOES NOT STORE COMPANY TRANSACTION DATA LONG-TERM AND SHOULD NOT BE RELIED UPON AS A DATA STORAGE PROVIDER, AN ARCHIVE OR FOR RETENTION OF PAYMENT DATA FOR ANY REASON, INCLUDING FOR RECORD-KEEPING, REGULATORY OR LEGAL PURPOSES.

3.5. Payspan uses many techniques to identify its users when they register on the Website. Verification of users is only an indication of increased likelihood that a user's identity is correct. Company authorizes Payspan, directly or through third parties, to make any inquiries we consider necessary to validate Company's registration. This may include contacting Company's bank to validate Company's account information, ordering a credit report, and performing other checks or verifying the information Company provides against third party databases. However, because user verification on the Internet is not without risk and error, Payspan cannot and does not guarantee any user's identity. Once Company completes the registration process and establishes system administrative rights to its Payspan account; Company may authorize additional users to access its account, change its banking account information, register or unregister with other Payspan payers, change email addresses for Payspan system notifications, and change/reset passwords. IT IS EXTREMELY IMPORTANT THAT COMPANY MAINTAINS THE SECURITY OF ITS ADMINISTRATIVE USER ACCOUNT AND PASSWORD TO PROTECT AGAINST UNAUTHORIZED CHANGES TO ITS PAYSPAN ACCOUNT AND BANKING INFORMATION.

3.6. Company permits Payspan to access, review, compile and analyze data generated by the Services in connection with product development, quality initiatives, benchmarking, improving security, detecting broad demographic trends, reporting services and other lawful purposes. If permitted by applicable law, this data may also be shared with Payspan's affiliates and third parties on an aggregate basis.

4.       Fees. Except as stated otherwise on the Website, all fees for the Services, at present, are paid by payers. Company's account and all transactions are made and displayed in U.S. dollars unless otherwise specified. There are no fees charged by Payspan associated with Company's access to basic payment documentation or receipt of funds as a user of the Service. However, Company may be charged a fee or service charge by Company's financial institution for the electronic receipt of funds via the ACH network. It is Company's responsibility to confirm with its financial institution as to whether such charges or fees may apply to Payspan transactions. From time to time, Payspan may choose to provide additional Services not described herein for a fee that may provide additional value to Company as a user of the Services. Should Company desire to subscribe to any of these additional Payspan Services, some of which are provided by third parties (collectively, the "Enhanced Services"), additional or varying terms may apply. Unless otherwise specified, this Agreement also governs such other Enhanced Services.

5.       Receiving Payments. In order to receive payments from Payspan, we require Company to provide Payspan with a number of forms of identification. We require this information to authenticate your identity. We may require additional information from Company depending upon its location (U.S. or international), credit rating, and other factors. Generally, we require Company to complete authentication procedures, such as confirming: Company's email address, Company's bank account, and Company's Federal tax ID number.

6.       HPX App Store.

6.1. Some of the Enhanced Services require or allow users access to execute, and/or the ability to download, certain software applications, some of which are provided by third parties. No license under any intellectual property right of Payspan or any third party is provided for Enhanced Services pursuant to this Agreement. To the extent Company desires to use or access any Enhanced Services, such usage and access is subject to, and conditioned on, Company's further agreement to certain terms and conditions presented within the Website, including end user license agreements ("EULA(s)"), that apply to such Enhanced Services.

6.2. Company may not decompile, reverse engineer, disassemble, attempt to derive the source code of any security components or any software components of the Applications, unless such uses are expressly allowed under a EULA; or modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any Enhanced Services, unless such uses are expressly allowed under EULA.

6.3. Payspan allows Company to pay for Enhanced Services using any of the payment methods described on the Website. Company may pay by credit, debit or check card, which such payments may be accepted and processed by Payspan's third party services providers. When Company provides Payspan or its third party service providers with Company's card information and submits a payment transaction, Payspan or its third party service provider will charge Company's payment card the license fees as indicated on the Website for such Application. Company represents, warrants and covenants that it has the right and is authorized to use the credit, debit or check card presented for payment of the license fees and that the billing and related information Company provides is accurate and truthful. If for any reason Company has not authorized charges to be made to its credit, debit or check card, or the credit, debit or check card issuer does not pay Payspan or its third party service provider for charges, Payspan reserves the right to immediately suspend or terminate the access to the Application and related licenses. By licensing or subscribing to any Application, Company signifies its acceptance of any EULA that governs such Application. Company may review, print and copy any EULA prior to licensing or subscribing to any related Application. Unless otherwise stated at time of payment, the fee charged for the Application is for monthly usage of the Application (the "Subscription Period") and is paid in advance. Once payment is received by Payspan or its third party service provider, the Application will be available for use by Company. Should Company elect to cancel its usage of the Application at any time during the paid Subscription Period, access to the Application will terminate at the conclusion of the current paid Subscription Period. No refunds will be issued by Payspan or its third party service providers for any remaining portion of a paid Subscription Period as a result of Company's cancellation of an Application.

6.4. Pricing, Taxes, Pricing Errors. Prices offered on the Website are quoted in U.S. Dollars. Such prices do not include sales taxes. Company is responsible for any state and local sales or use taxes that may apply to Company's licensing of any Application. If the amount Company pays for an item is incorrect, regardless of whether it is an error in a price posted on this Website or otherwise communicated to Company, then Payspan reserves the right, at its sole discretion, to revoke Company's license to the Application and refund to Company the amount that Company paid, regardless of how the error occurred, or request Company to pay the correct fees in order to continue using such Application. Except for refunds granted by accepted warranty claims, if any are granted through the EULA, or pricing errors, all sales are final at the time Company pays for the license fees for the Application. Payspan may modify its prices for Enhanced Services at any time.

6.5. Payment Disputes. If Company disputes any charge for an Application, Company must notify Payspan in writing within sixty (60) days of any such charge.  Failure to so notify Payspan shall result in the waiver by Company of any claim relating to such disputed charge.  Charges shall be calculated solely based on records maintained by Payspan.

  1. Confidential Information and Restricted Activities.

7.1. Definitions. "Confidential Information" means (i) any and all information which is disclosed by the Owner to the Recipient orally, electronically, visually, or in a written or other tangible form which is either (a) marked as "confidential" (or with a similar legend), or (b) is identified at the time of disclosure as being confidential, or (c) should be reasonably understood to be confidential or proprietary; and (ii) the terms, including without limitation, this Agreement and any previous or future proposals or other documents that preceded this Agreement. Confidential Information may include, but not be limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, employee information, financial information, and confidential information concerning Owner's business or organization, as Owner has conducted it or as Owner may conduct it in the future. In addition, Confidential Information may include information concerning any of Owner's past, current, or possible future services, products or methods, "Owner" means the Party providing Confidential Information to the Recipient. "Recipient" means the Party receiving Confidential Information from the Owner.

7.2. Ownership of Confidential Information. The Recipient shall not obtain, by virtue of this Agreement, any rights, title, or interest in any Confidential Information of the Owner.

7.3. Treatment of Confidential Information. The Recipient shall hold Owner's Confidential Information in strict confidence and the Recipient (i) shall not use Owner's Confidential Information for any purpose other than to carry out the purposes of this Agreement and always within the applicable laws that protect such Confidential Information; and (ii) shall not disclose Owner's Confidential Information to any third party except to those third parties operating under non-disclosure provisions no less restrictive than in this Section and who have a justified business "need to know", which includes, but not limited to, the disclosure of Owner's Confidential Information to payers under whose instructions healthcare providers received Website registration invitations. Company shall protect the deliverables resulting from Services with the same degree of care as Company uses to protect Company's own confidential and proprietary information, but in any case not less than reasonable care. This Agreement imposes no obligation upon the parties with respect to Confidential Information which either Party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Owner; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to any Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Owner and provided further that diligent efforts are undertaken to limit disclosure.

7.4. Trademarks and Copyrighted Material. PayspanHealth.com, Payspan, and all related logos, products and services described in the Website are either trademarks or registered trademarks of Payspan and may not be copied, imitated or used, in whole or in part, without the prior written permission of Payspan. In addition, all page headers, custom graphics, button icons, textual content, and scripts are service marks, trademarks, and/or otherwise copyrighted material of Payspan and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Payspan. Payspan intellectual property is protected by law, including, but not limited to United States and international copyright and trademark law and violations of this policy may result in infringement of intellectual property and contractual rights of Payspan and/or third parties, which is prohibited by law and could result in substantial civil and criminal penalties. Company acknowledges and agrees that Payspan or third parties own all legal rights, title and interest in and to the Enhanced Services and that they are protected by worldwide copyright and trademark laws and treaty provisions. Enhanced Services may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way without Payspan's or such third party owner's prior written permission, unless such uses are expressly allowed under a EULA. Except as expressly provided herein, Payspan does not grant any express or implied right to Company under any patents, copyrights, trademarks, or trade secret information

7.5. Passwords. Company assumes all responsibility for maintaining the confidentiality of Company's information and any passwords used to facilitate Company's access to the Website and agrees to notify Payspan immediately of any unauthorized ACCESS TO Company's information OR UNAUTHORIZED USE OF COMPANY'S PAYSPAN passwords.

8.       Covenants, Representations and Warranties. In addition to the other obligations stated herein, Company covenants, represents and warrants the following:

8.1. Company is duly organized, validly existing and in good standing under the laws of its state of organization, (2) it has all the requisite power and authority to execute, deliver, and perform its obligations under this Agreement, (3) it is duly licensed, authorized, or qualified to do business and is in good standing in every jurisdiction in which a license, authorization, or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it except where the failure to be so licensed, authorized, or qualified would not have a material adverse effect on its ability to fulfill its obligations under this Agreement, (4) the execution, delivery, and performance of this Agreement has been duly authorized by Company, (5) no approval, authorization, or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement, and (6) the entity Company is acting on behalf of shall comply with all applicable Federal, state, and local laws and regulations, and shall obtain all applicable permits and licenses, in connection with its obligations under this Agreement.

8.2. You are authorized by Company (a) to accept these terms and conditions on its behalf, (b) if electing to receive vendor payments via ACH electronic deposits, that you are authorized to grant permission to Company's bank for the purposes of validating the registration information provided to the Services, and (c) if electing to receive vendor payments via ACH electronic deposits, or other payment method Company elects, to permit access to Company's bank account, as designated during the Payspan enrollment process, for the purpose of receiving ACH electronic deposits as payment on account of the payer designated in the Payspan enrollment invitation.

8.3. Company acknowledges that (i) Payspan is not a bank and the Services described herein are payment processing services rather than banking services, and (ii) Payspan is not acting as a trustee, fiduciary, or escrow with respect to Company's funds, but is acting only as facilitator.

8.4. Company will cooperate with Payspan in a reasonable fashion, to assist Payspan in the performance of Payspan's obligations to fulfill its duties and Services under this Agreement. This includes, without limitation, Company or employee(s) of Company providing assistance and goodwill concerning certain technical issues related to the Services, their implementation, technical support, upgrade, and/or removal.

8.5. Establish and maintain security, virus protection, backup and disaster recovery plans for any data, images, software or equipment (the Services do not include recovery of lost data or images). This responsibility includes maintaining secure network and network security components, firewalls and security-related hardware or software, preventing unauthorized access to the Services and preventing interception of communications.

8.6. Further, Company acknowledges that certain technical and specific information may be required by Payspan to accomplish its ongoing accreditation, installation, technical support, upgrade and/or removal of the Services, and that Company or employee(s) of Company will provide such necessary information in a timely fashion so as to maintain any agreed upon implementation, support and/or removal schedules.

9.       Privacy and Security. Our Website Privacy Policy describes Payspan's information practices and procedures for personal information we collect at this Website or through the Services. We strongly urge representatives of Company to read our Website Privacy Policy, which is accessible through the home page of the Website. Payspan is not liable for protection of the privacy or security of information Company transfers through the Internet or any other network provider that Company may use. We utilize encryption technology to protect transactions during delivery over the Internet. If Company objects to Company's information being transferred or used in this way, then Company should not use our Services.

10.   Termination of Company's Registration. Company or Payspan may terminate Company's registration and access to the Services and Website at any time for any reason. Upon such termination, any pending transactions will be cancelled. If an investigation is pending at the time we receive notification of Company's desire to terminate Company's registration, Company may not use the termination of Services or of Company registration as a means of evading such investigations. Company will remain liable for all obligations related to its registration even after the effective date of the notice terminating Company's access to the Services. If Company does not utilize the Services for a period of one year, its registration may be terminated or suspended by Payspan. Violation of these terms may result in civil or criminal liability. The failure of Payspan to notify any user of a violation of this Service Agreement or redress any particular violation of this Service Agreement in a certain manner or time shall not prejudice the rights of Payspan hereunder.

11.   Release. In the event that Company has a dispute with one or more users, Company releases Payspan (and our officers, directors, agents, subsidiaries, suppliers, subcontractors, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. If Company transacts business in California, Company waives California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."

  1. No Warranty.

12.1.                      Payspan shall make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and check issuances are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing because the Services are largely dependant upon many factors outside of Payspan's control, such as delays in the banking system, the availability of communications facilities, or the U.S. or international mail service.

12.2.                      COMPANY'S USE OF THE SERVICES AND WEBSITE IS AT COMPANY'S SOLE RISK. ALL SERVICES AND CONTENT ON THE WEBSITE AND WITHIN THE SERVICES ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, AND PAYSPAN EXPRESSLY disclaims all warranties and conditions with respect to the SERVICES, WEBSITE, AND CONTENT THEREIN, whether implied, express, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, noninfringement of third-party rights, quiet enjoyment and accuracy. PAYSPAN MAKES NO WARRANTY THAT THE SERVICES, WEBSITE OR CONTENT THEREIN ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.

12.3.                      Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to Company. This warranty gives Company specific legal rights and Company may also have other legal rights that vary from state to state.

13.   Limitation of Liability.

13.1                       In addition to the above warranty disclaimers, in no event will Payspan, its officers, directors, EMPLOYEES OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, Exemplary, special, OR incidental damages, including any damages for LOST PROFITS, arising from or relating to Company's use or the inability to use the Services, WEBSITE or content THEREIN, EVEN IF Payspan knew or should have known of the POSSIBILITY of such DAMAGES.

13.2                       Payspan's total cumulative liability arising from or related to the SERVICES, Website AND CONTENT THEREIN, whether in contract or tort or otherwise, SHALL NOT exceed the GREATER OF: (i) FEEs paid by COMPANY to Payspan, its subsidiaries or its affiliates for the Services DURING THE IMMEDIATE PRIOR SIX (6) MONTH PERIOD, OR (ii) $50.00.

13.3                       Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to Company.

14.   Indemnification. Company agrees to defend, indemnify and hold harmless Payspan, its members, affiliates and/or partners, and its and their officers, directors, partners, shareholders agents, licensees and employees (cumulatively "Payspan Indemnitees") from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney's fees, that may, at any time, arise out of or relate to Company's authorized, unauthorized, lawful or unlawful use of the Services, Website or Content therein, Company's breach of this Agreement as stated herein or as modified from time to time in Payspan's sole discretion, Company's inability to access the Services or Website, the use of any linked websites, Company's reliance on any errors or omissions on the Services or Website, or the propagation and/or contraction of any computer virus in connection with Company's use of the Services, Website or the Content therein.

15.   Remedies and Payspan's Right to Collect from Company. Without limiting other remedies, we may update inaccurate or incorrect information Company provides to us, contact Company by means other than electronically, immediately warn our payer community of Company's actions, limit access to the Payspan Services, and any or all of the Payspan functions. In the unlikely event of a Service error that results in an incorrect payment being deposited to a bank account owned by Company, Company agrees to allow Payspan access to Company's account or company account for the purpose of correcting the error and reclaiming the funds incorrectly deposited to Company's account. To secure Company's performance of this Agreement, Company acknowledges that Payspan may setoff against any accounts Company owns for any obligation Company owes Payspan at any time and for any reason allowed by law. Payspan may consider this Agreement as Company's consent to Payspan's asserting its security interest or exercising its right of setoff should any law require your consent or consent of Company. The rights described in this section are in addition to and apart from any other rights.

16.   Ownership.

16.1.                      As between the parties to this Agreement, Payspan shall, at all times, have sole and exclusive control over the design, development, management, operation, and maintenance of the Services.

16.2.                      Company acknowledges and agrees that Services do or may contain proprietary software, analyses, conclusions, ideas, know-how, interfaces, enhancements, other technical information, and all derivatives of the foregoing of Payspan, which are provided to Company by Payspan and accessed by Company through a limited subscription to such Services, and that all right, title, and interest, including all intellectual property rights, in and to the Services, any Payspan documentation, and all other Payspan materials (cumulatively, all the foregoing, "Payspan Materials"), and in or to Services, is and shall remain solely owned by Payspan, and no such right, title, or interest therein shall pass to Company, any subscriber, or any other person.

16.3.                      Company shall not cause, perform, or permit the copying, decompilation, disassembly, or other reverse engineering of any Payspan Materials or Services or the transferring of all or any part of any of the foregoing to any other person. Company shall not use any Payspan Materials or Payspan Services or its access to any of the foregoing to design, build, market, or sell any similar or substitute product or service.

16.4.                      To the extent that you or any Company representative provides any requirements, input, comments, responses, opinions, feedback and errata, concerning the definition, design or validation of the Website or any Application ("Feedback") to Payspan and Payspan incorporates such Feedback in the Website or Enhanced Services, or any Service, Company hereby grants to Payspan and Payspan accepts, a worldwide, nonexclusive, perpetual, transferrable, fully paid up, irrevocable, royalty-free license, with the right to sublicense, under Company's intellectual property rights to the Feedback to incorporate or otherwise utilize Feedback as provided by Company to Payspan in the design of the Enhanced Services, Website, and Services and to make derivative works, design, debug, display, perform, copy, make, have made, use, sell, distribute (directly and indirectly through multiple tiers), license, and otherwise dispose of and support Payspan's and its sublicensees' products and documentation embodying such Feedback in any manner and via any media Payspan chooses, without reference to the source

17.   Assignment. Company may not assign or transfer any rights or obligations it may have under this Agreement without the prior written consent of Payspan. Payspan reserves the right to transfer this Agreement or any right or obligation under this Agreement without Company's consent.

18.   Force Majeure. Payspan shall not be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of Payspan or its contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.

19.   Legal Compliance. Company shall comply with all applicable U.S. and international laws, statutes, ordinances, regulations, contracts, and applicable licenses regarding Company's use of the Services.

20.   Notices.

20.1.                      Electronic Communications. Company agrees that this Agreement constitutes "a writing signed by you" under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding Company's account and/or Company's use of the Services ("Communications"), may be provided to Company electronically and Company agrees to receive all Communications from Payspan in electronic form. Electronic Communications may be posted on the pages within the Payspan website and/or delivered to Company's e-mail address. Company may print a copy of any Communications and retain it for Company's records. All Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than five (5) business days after posting or dissemination, whether or not Company has received or retrieved the Communication. Payspan reserves the right but assumes no obligation to provide Communications in paper format.

20.2.                      Credit Report. You agree that Payspan may order and review your credit report with the sole purpose of assessing Company's fitness to be a member of the Payspan system and/or Company's ability to use the Services or features thereof.

20.3.                      Procedure. Except as explicitly stated otherwise, any notices shall be given by postal mail to Payspan, 7751 Belfort Parkway, Suite 200, Jacksonville, FL 32256 or to our online message center or the email address Company provides to Payspan during the registration process (in Company's case). Notice shall be deemed given 24 hours after posted or email is sent, unless the sending party is aware that the electronic communication was not received. Alternatively, we may give Company notice by mail to the address provided to Payspan during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

21.  Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO THE CONFLICTS OF LAW. EACH PARTY IRREVOCABLY AGREES THAT ANY LEGAL ACTION, SUIT, OR PROCEEDING BROUGHT BY IT IN ANY WAY ARISING OUT OF THIS AGREEMENT MUST BE BROUGHT SOLELY AND EXCLUSIVELY IN JACKSONVILLE, FLORIDA, AND EACH PARTY IRREVOCABLY ACCEPTS AND SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF EACH OF THE AFORESAID COURTS IN PERSONAM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY ACTION, SUIT, OR PROCEEDING BROUGHT BY IT OR AGAINST IT BY THE OTHER PARTY. COMPANY hereby waiveS any and all right to trial by jury in any action or proceeding relating to the Agreement. COMPANY represents to Payspan that this waiver is knowingly, willingly and voluntarily given.

22.   General.

22.1.                      Company agrees that any provisions of any state law adopting exactly, or in modified form, the Uniform Computer Information Transactions Act ("UCITA") shall not be applicable to this Agreement. Furthermore, each party hereby waives any and all rights arising from any such laws.

22.2.                      This Agreement, and other terms and conditions identified in the acceptance of this Agreement, including but not limited to the Website Terms of Use, which are hereby incorporated by reference into this Agreement, represent the entire agreement between the parties with respect to its subject matter, and there are no other representations, warranties, understandings, or agreements between the parties relative to such subject matter, and shall not be modified or affected by any course of dealing, course of performance, or usage of trade.

22.3.                      No delay or omission by Payspan to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by Payspan of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.

22.4.                      If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Sections 1, 3.2, 3.3, 3.4, 3.5, 5, 7, 11, and 13 through 22 shall survive any termination or expiration of this Agreement.