Acknowledgment. Subscriber acknowledges that the Accounts and Master Accounts shall be subject to suspension (blocking) and cancellation at any time by YASBe ("YASBe"), subject to Applicable Law. YASBe ("YASBe") acknowledges that Subscribers maintain independent customer relationships with End Users, and Subscriber may have independent reasons to suggest suspension or cancellation of an End User Account. As such, where Subscriber (a) reasonably believes in good faith that an End User may be using its Account for fraudulent, illegal purposes, or other suspicious activity; or (b) otherwise intends to suspend or terminate its independent customer relationship with such End User due to actual or suspected fraud or illegal purposes or for violation of any agreement between Subscriber and such End User, it shall promptly notify YASBe ("YASBe") in writing so that such Account be suspended or terminated, as applicable. Any such notice must be accompanied by the reason for suspension or termination, as well as any document supporting such reason. YASBe ("YASBe") may request, and Subscriber shall immediately provide, any information related to an End User and its relationship with Subscriber. Notwithstanding anything to the contrary, YASBe ("YASBe") may, without notice, restrict or terminate an End User’s or Subscriber’s ability to open or maintain an Account. Subscriber agrees that neither Subscriber nor End User may make excessive or repetitive requests for Accounts or custodial accounts.

End User Disputes and Support. As between the Parties, Subscriber agrees that it is solely responsible for resolving disputes with, and providing support to, End Users. Subscriber agrees to handle support requests in accordance with YASBe ("YASBe")’s written instructions, as may be updated from time to time, and Applicable Law. Without limiting the foregoing, Subscriber is responsible for (i) maintaining End User support channels, which must be approved by YASBe ("YASBe") (such approval not to be unreasonably withheld or delayed); (ii) authenticating the identity of End Users; (iii) investigating and resolving End User complaints and support requests; and (iv) promptly communicating to End Users the resolution of complaints and support requests within the time period required by Applicable Law. Notwithstanding the foregoing, for any complaint related to YASBe ("YASBe") or its services, including the Platform and Accounts, or any complaint and support request relating to the Platform that relate to a regulatory matter (including but not limited to “errors” under Regulation E, complaint to regulatory agencies, claim of identity theft, and any assertion that the Platform or Services are unfair, deceptive or otherwise violate Applicable Law), Subscriber will notify YASBe ("YASBe") of such complaint or request within two (2) business days of receipt of such complaint or request (notice to be delivered to cs@beeznis.com or any other contact address specifically designated by YASBe ("YASBe")) and will communicate the resolution to the End User in accordance with YASBe ("YASBe")’s instructions and promptly take steps to remediate any underlying issue in accordance with YASBe ("YASBe")’s instructions. Subscriber shall ensure all transaction disputes and complaints (including “errors” under Regulation E) are resolved in accordance with Applicable Law.

Investigations. Subscriber will notify YASBe ("YASBe") if it becomes aware of any investigation, inquiry, proceeding, claim or action commenced by any governmental authority that relates in any way to the Platform. Subscriber will provide any information related to such action reasonably requested by YASBe ("YASBe") and use good faith efforts to comply with any reasonable request by YASBe ("YASBe") related to any elements of such action that may affect YASBe ("YASBe").

Changes; Actions. Subscriber shall promptly give written notice to YASBe ("YASBe") of any material adverse change in the business, properties, assets, operations or condition, financial or otherwise, of Subscriber. Subscriber shall promptly notify YASBe ("YASBe") of any action, suit, litigation, proceeding, facts and circumstances, and of all tax deficiencies and other proceedings before governmental bodies or officials affecting Subscriber, and the threat of reasonable prospect of same, which (a) relate to the Front End, Platform or the Services, (b) might give rise to any indemnification obligation hereunder, or (c) might materially and adversely affect Subscriber’s ability to perform its obligations under this Agreement.

Third Party Sender. If Subscriber is a Third-Party Sender, as defined in the rules, guidelines, and/or bylaws of the National Automated Clearinghouse Association (“NACHA” and the rules, guidelines and bylaws, “NACHA Rules”), Subscriber agrees to the additional terms and conditions set forth in Schedule B (the “Third Party Sender Addendum”).

Security Procedures. Subscriber covenants and agrees to comply with and utilize the security procedures and protocols set forth in Schedule C (the “Security Procedures”), which may be updated or modified by YASBe ("YASBe") from time to time. Subscriber agrees that the Security Procedures, including any code, password, personal identification number, user identification technology, token, certificate, or other element, means, or method of authentication or identification used in connection with the Security Procedures, are commercially reasonable security procedures under Applicable Law, including for the initiation of ACH entries and a responsible method of providing security against unauthorized ACH entries. Subscriber acknowledges and agrees that the Security Procedures are not designed to prevent errors in the transmission or content of communications or transactions initiated by Subscriber, and that Subscriber bears sole responsibility for detecting and preventing such errors.

Nested Payments Prohibition. Subscriber covenants and agrees that neither it nor any End User will not facilitate Nested Payments in connection with any services provided by YASBe ("YASBe"). “Nested Payments” means (a) a payment or payment instruction provided by Subscriber or End User (or any party acting on behalf of any such party) (i) that relates to more than one underlying transaction or party; (ii) where, in the case of receipt of funds, the ultimate beneficiary of the transaction is not the Subscriber or End User; or (iii) where, in the case of sending of funds, the funds do not belong exclusively to the Subscriber or End User; (b) any event in which Subscriber or End User provides access to YASBe ("YASBe")’s services hereunder or under a Customer Agreement to another financial institution (including non-bank financial institution, whether licensed or unlicensed). Subscriber shall ensure that any transaction for which YASBe ("YASBe") settles or processes under this Agreement or in connection with an End User transaction must be conducted for the benefit of and by only Subscriber or End Users, unless otherwise approved in writing by YASBe ("YASBe"). Subscriber may not offer any YASBe ("YASBe")’s services to or use YASBe ("YASBe")’s services in connection with providing its services to, any financial institution (including non-bank financial institution, whether licensed or unlicensed), except as approved in writing by YASBe ("YASBe")s.

Pooled Account Prohibition. Subscriber may not use, and shall ensure no End User uses, any YASBe ("YASBe")’s services provided hereunder or under the Customer Agreement to pool funds of more than one Person. Each account provided to Subscriber or End User by YASBe ("YASBe") may only be used by such Subscriber or End User (as the case may be) and may not be used to pool funds of any other Person or used to facilitate payments on behalf of multiple customers, except as permitted, in writing, by YASBe ("YASBe")s.

Prohibited Transactions. Subscriber shall not, and shall ensure End Users do not, without YASBe ("YASBe")’s prior approval, use any YASBe ("YASBe")’s services hereunder or under the Customer Agreement to engage in a Prohibited Activity, or authorize or deliver any payment instruction related to a Prohibited Activity. “Prohibited Activity” means any activity YASBe ("YASBe") designates, from time to time and in writing, as prohibited.

Statements of Work. Subscriber may elect to have YASBe ("YASBe")s provide Professional Services. All such Professional Services will be covered by one or more Statements of Work agreed on by the Parties. The work covered by a particular Statement of Work will be referred to in this Agreement as a “Project.” Each Statement of Work will be in writing, signed by an authorized representative of each Party, will reference this Agreement, and will specify for the Project covered by that Statement of Work: (i) a Project contact for each Party; (ii) a description of the Project, including any applicable specifications, milestones, and deliverables to be developed (“Deliverables”); and (iii) the applicable Professional Services Fees. For the avoidance of doubt and as set forth in Section 2.2, any Subscriber requests for services that are outside the scope of services described in Section 2.2, are subject to YASBe ("YASBe")s’ approval and execution of a Statement of Work. In the event of a conflict between the terms contained herein and the terms of a Statement of Work, the terms contained herein shall control unless the Statement of Work specifically states otherwise.

Ownership of Deliverables and Work Product. Unless otherwise set forth in a Statement of Work, YASBe ("YASBe")s shall own all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to all Deliverables and other work product created by YASBe ("YASBe")s in the performance of the Professional Services; provided, however, that upon the full payment of the applicable Professional Services Fees, any Deliverables shall be considered part of the Platform hereunder.

Fees. The Subscription Fees are set forth in the applicable Order Form. The Professional Services Fees are set forth in the applicable Statement of Work. All Fees are in United States Dollars.

Payments. Unless otherwise provided in an Order Form, YASBe ("YASBe")s shall invoice Subscriber for the applicable Fees monthly in arrears in United States Dollars (USD), and Subscriber authorized YASBe ("YASBe")s to debit the bank account designated by Subscriber from time to time via internal transfer or ACH within seven (7) business days after the end of the prior calendar month. In the event such transfer, or ACH does not fully cover such Fees, Subscriber will immediately pay YASBe ("YASBe")s such outstanding Fees. Except as otherwise expressly provided in this Agreement, Subscriber shall not be entitled by reason of any set-off, counterclaim, or other similar deduction to withhold payment of any amount due to YASBe ("YASBe")s. If Subscriber disputes any invoice or payments due hereunder, Subscriber shall notify YASBe ("YASBe")s within sixty (60) days of delivery of such invoice or assessment or notice of such payments. Failure to notify YASBe ("YASBe")s in writing of any dispute regarding an invoice or payment within sixty (60) days of receipt or notice thereof waives Subscriber’s right to dispute such invoice.

Late Payments. Undisputed payments that are past due shall accrue interest at the lesser of one- and one-half percent (1.5%) per month, or the maximum rate permitted by law. YASBe ("YASBe")s shall be entitled to recover all reasonable costs of collection (including reasonable attorneys’ fees, expenses, and costs) incurred in attempting to collect undisputed payments from Subscriber that are more than thirty (30) days delinquent. Undisputed payments from Subscriber that are delinquent shall constitute a material breach of this Agreement.

Reserve Account. Upon YASBe ("YASBe")s’ request, Subscriber will establish an account (the “Reserve Account”), as security for all obligations of Subscriber under this Agreement, which shall include, but is not limited to, accountholder fraud, negative balances in the FBO Account, chargebacks, and overlimit. YASBe ("YASBe")s will determine the Reserve Account structure and the minimum required Reserve Account balance to be maintained, which may be adjusted by YASBe ("YASBe")s from time to time upon written notice to Subscriber due to, among other things, unexpected or excessive changes that YASBe ("YASBe")s reasonably believes could result in a higher risk to YASBe ("YASBe")s or could reasonably be expected to affect YASBe ("YASBe")s’ ability to fulfil its obligations under this Agreement. In such case, Subscriber shall have two (2) business days from the notice time to fund the Reserve Account as adjusted by YASBe ("YASBe")s. The funds may be used by YASBe ("YASBe")s to pay for any Subscriber or End User’s obligations associated with or arising out of either this Agreement or the Customer Agreement. Absent any adjustment by YASBe ("YASBe")s, Subscriber shall replenish the Reserve Account on a monthly basis, unless mutually agreed otherwise by the Parties, for any debits pursuant to this Section to maintain the minimum Reserve Account balance. If Subscriber does not replenish the Reserve Account, YASBe ("YASBe")s may offset any funds otherwise payable to Subscriber hereunder and credit such funds to the Reserve Account until it has been replenished. All funds in the Reserve Account shall be returned to Subscriber as soon as commercially practicable after the termination of this Agreement once all Services have been terminated, and any outstanding invoices from YASBe ("YASBe")s have been paid.

Term. The term of this Agreement begins on the Effective Date hereof and will continue for two (2) years after such date (the “Initial Term”), and thereafter shall renew automatically for successive annual periods (each, a “Renewal Term” and collectively with the Initial Term, the “Term”), unless terminated by either Party by giving no fewer than ninety (90) days’ written notice to the other Party.

Effect of Termination or Expiration. In the event of any termination or expiration of this Agreement: (i) Subscriber shall pay YASBe ("YASBe")s for all amounts payable hereunder as of the effective date of termination or expiration; (ii) all rights and licenses granted hereunder to Subscriber shall immediately cease, and Subscriber and its Authorized Users and End Users shall immediately cease all access to, and usage of, the Platform and the Documentation; and (iii) each Receiving Party shall either return to the Disclosing Party, or, at the Disclosing Party’ direction, destroy and provide the Disclosing Party with written certification of the destruction of, all documents, computer files, and other materials containing any Confidential Information of the Disclosing Party that are in the Receiving Party’s possession, custody, or control; provided, however, that each Receiving Party may keep a copy of such Confidential Information for legal and/or regulatory purposes and/or as part of any electronic archival back-up systems.

Transition Assistance. Upon any expiration or termination of this Agreement, subject to Subscriber’s compliance with all terms of this Agreement and Applicable Law, YASBe ("YASBe")s will use reasonable efforts to provide such information, cooperation, and assistance to Subscriber for a period not to exceed sixty (60) days from the effective date of termination, at YASBe ("YASBe")s’ then-current Professional Services rates, as Subscriber may reasonably request, to assure an orderly transition to Subscriber or a new service provider. For the avoidance of doubt, nothing in this Section shall be construed as granting Subscriber or any third party any license or right to the Platform, the Documentation, or any other materials provided by YASBe ("YASBe")s hereunder, and, notwithstanding anything to the contrary, YASBe ("YASBe")s may refuse to provide transition assistance hereunder if Subscriber or any End User owes payment to YASBe ("YASBe")s or in the event YASBe ("YASBe")s concludes such transition assistance may pose a risk to YASBe ("YASBe")s or any third party and such risk is not remediated by Subscriber to the satisfaction of YASBe ("YASBe")s.

Survival. The following provisions shall survive any termination or expiration of this Agreement: Section 1 (“Recitals and Definitions”), Section 2.5 (“Title”), Section 4 (“Financial Terms; Audits”) until all monies due have been paid in full, Section 5.3 (“Effect of Termination or Expiration”), Section 5.4 (“Transition Assistance”), Section 6 (“Confidentiality and Data”), Section 7.4 (“Disclaimer”), Section 8 (“Indemnification”), Section 9 (“Limitation of Liability”), and this Section 5.5 (“Survival”).

Use and Disclosure of Confidential Information. The Receiving Party shall, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; (ii) subject to Section 6.3 below, restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those employees and consultants of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; provided, however, that each Party may disclose the other Party’s Confidential Information to Custodians as needed for Custodians to perform their obligations to Subscriber and/or YASBe ("YASBe")s (and Custodians’ agreements with such Disclosing Party shall govern Custodians’ use and disclosure of such Confidential Information); and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so.

Protection of Confidential Information. The Receiving Party shall protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).

Compliance by Personnel. Except with respect to disclosures made to Custodians pursuant to Section 5.1(ii): (i) the Receiving Party shall, prior to providing any employee or consultant access to any Confidential Information of the Disclosing Party, inform such employee or consultant of the confidential nature of such Confidential Information and require such employee or consultant to comply with the Receiving Party’s obligations hereunder with respect to such Confidential Information; and (ii) the Receiving Party shall be responsible to the Disclosing Party for any violation of this Section 5 by any such employee or consultant.

Required Disclosures. In the event the Receiving Party becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), the Receiving Party shall provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use commercially reasonable efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.

Use of Data. Not with standing anything to the contrary contained in this Agreement, YASBe ("YASBe")s may either itself or through its service providers: (i) during the Term, process and use any data it receives from Subscriber, Authorized Users, and/or End Users, including, without limitation, to use all End User Data in accordance with the Privacy Policy and to perform its obligations hereunder and operate, maintain, and improve the Services; and (ii) both during and after the Term, anonymize any and all such data so that the applicable Authorized Users and End Users are not identified, merge such anonymized data with other data, and use such anonymized data for its reporting, planning, development, and promotional purposes and to improve the Services. Subscriber represents and warrants that it has all necessary rights in and to such data to provide YASBe ("YASBe")s the rights granted herein to use such data in accordance with this Agreement. Subscriber acknowledges that YASBe ("YASBe")s has a customer relationship with End Users with respect to the Platform and may collect information from or about such End Users, and such information provided to or obtained by YASBe ("YASBe")s does not constitute End User Data.

Appropriate Safeguards. Subscriber shall establish and maintain appropriate administrative, technical and physical safeguards designed to (i) protect the security, confidentiality and integrity of the End User Data; (ii) ensure against any anticipated threats or hazards to its security and integrity; (iii) protect against unauthorized access to or use of such information or associated records which could result in substantial harm or inconvenience to any End User; and (iv) ensure the proper disposal of End User Data (collectively, the “Information Security Program”). At all times during the Term, (x) Subscriber shall use at least the same degree of care in protecting the End User Data against unauthorized disclosure as it accords to its other confidential customer information, but in no event less than a reasonable standard of care; and (y) the Information Security Program shall be in compliance with all Privacy Laws. Subscriber will maintain commercially reasonable, industry standard data encryption policies and controls governing the storage and transmission of data, tapes, images, recordings, and records maintained, produced, or received by Subscriber in connection with the Platform.

Security Incident. In the event a Party suffers authorized access to End User Data, such Party will notify the other Party in writing as soon as reasonably practicable, but in no event later than forty-eight (48) hours (or such shorter timeframe if required under Applicable Law), after such incident is discovered by such Party unless prohibited by Applicable Law. Such notification will include, to the extent known at the time of such notice and unless otherwise prohibited by Applicable Law, (i) a description of the facts and circumstances surrounding such incident and the known effects thereof on the other Party; (ii) End User Data that was subject to such incident; and (iii) the corrective actions taken or to be taken by such Party in response to such incident. In the event of any such incident, the accessed Party will promptly use its best efforts to prevent a recurrence of any such incident. The access Party agrees to cooperate in good faith with the other Party in handling such incident, including assisting with any investigation and, unless prohibited by Applicable Law, making available records, logs, files, data reporting and other materials reasonably requested by the other Party or required to comply with Applicable Law. YASBe ("YASBe")s shall have final approval over any notice to End Users regarding any such incident, such approval not to be unreasonably withheld, conditioned or delayed.

Irreparable Injury. Each Party acknowledges that the other Party may be irreparably harmed by any breach of this Section, and agrees that such other Party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non-breaching Party would otherwise have under or with regard to this Agreement.

Mutual Representations and Warranties. Each Party represents and warrants that: (i) this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; and (ii) the execution and delivery of this Agreement by it and the performance of its obligations and exercise of its rights hereunder: (a) will not conflict with or violate any Applicable Law; or (b) are not in violation or breach of, and will not conflict with or constitute a default under, any contract, agreement, or commitment binding upon it, including, without limitation, any non-disclosure, confidentiality, non-competition, or other similar agreement.

Representations and Warranties of YASBe ("YASBe")s. In addition to the representations and warranties set forth in Section 7.1, YASBe ("YASBe")s represents and warrants that: (i) YASBe ("YASBe")s shall use commercially reasonable efforts to ensure that the Platform will not contain any Malicious Code; (ii) all Professional Services and Support Services shall be performed in a professional and workmanlike manner; (iii) the SaaS Services shall comply in all material respects with the Documentation; (iv) YASBe ("YASBe")s is, and shall remain during the Term, duly authorized under all Applicable Laws, and has made or obtained and shall maintain in full force and effect during the Term all licenses, permits, and registrations necessary, to provide the Services; and (v) YASBe ("YASBe")s has not received on or before the Effective Date any written notice or other communication from any governmental body regarding any alleged failure to make or obtain any license, permit, or registration necessary to provide the Services.

Representations and Warranties of Subscriber. In addition to the representations and warranties set forth in Section 7.1, Subscriber represents, warrants and covenants that: (i) Subscriber and its respective officers, directors, employees, and agents (collectively, the “Subscriber Representatives”) are in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations thereunder, and similar laws of foreign jurisdictions; (ii) the Subscriber Representatives are in compliance with the U.S. money laundering laws and regulations, the U.S. Bank Secrecy Act, as amended by the USA Patriot Act of 2001 (including any record keeping or reporting requirements thereunder), all applicable KYC laws and regulations, and the anti-money laundering laws and regulations of other jurisdictions; (iii) Subscriber’s products and services made available through the Front End are in compliance with Applicable Law and provide all disclosures required to comply with Applicable Law, including Regulation E issued by the Consumer Financial Protection Bureau (CFPB); (iv) none of its officers, directors, or principals has been convicted of, or have agreed to enter into a pretrial diversion or similar program in connection with the prosecution of, a criminal offense involving theft, dishonesty, breach of trust, money laundering, the illegal manufacture, sale, distribution of or trafficking in controlled substances, or substantially equivalent activity in a domestic, military, or foreign court; and (v) the Subscriber Representatives and the End Users (a) are not a Prohibited User; and (b) do not, to Subscriber’s knowledge, engage in any dealings or transactions with Prohibited Users.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, SECTION 6.2, AND SECTION 7.3, THE SERVICES, THE PLATFORM, THE FRONT END, THEIR COMPONENTS, ANY UPDATES, THE DOCUMENTATION, THE DELIVERABLES, AND ANY OTHER MATERIALS PROVIDED HEREUNDER, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER PARTY MAKES ANY WARRANTIES IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. To the extent that a Party may not as a matter of Applicable Law disclaim any warranty, the scope and duration of such warranty shall be the minimum permitted under such law.

Indemnification by YASBe ("YASBe")s. Subject to Section 8.2, YASBe ("YASBe")s shall defend, indemnify, and hold harmless Subscriber and its officers, directors, managers, and employees from any and all liabilities, losses, fines, penalties, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”) incurred by them in connection with any third-party claim, action, or proceeding (each, a “Claim”): (i) arising from YASBe ("YASBe")s’ fraud, gross negligence, or wilful misconduct; and (ii) alleging that the use of the Platform in accordance with this Agreement infringes, violates, or misappropriate any third-party Intellectual Property Rights.

Exceptions to YASBe ("YASBe")s Indemnification Obligations. YASBe ("YASBe")s shall not be obligated to indemnify, defend, or hold harmless the parties set forth in Section 8.1 to the extent that the Claim arises from: (i) use of the Platform in combination with modules, apparatus, hardware, software, or services not provided by YASBe ("YASBe")s; (ii) use of the Platform that violates this Agreement or any Applicable Law; (iii) the alteration or modification of the Platform by a party other than YASBe ("YASBe")s; or (iv) any action taken by YASBe ("YASBe")s or its personnel, including, without limitation, changes to the Subscriber’s data or any transaction executed on behalf of the Subscriber, as a result of instructions from Subscriber to YASBe ("YASBe")s.

Infringement Claims. In the event that YASBe ("YASBe")s reasonably determines that the Platform is likely to be the subject of a Claim of infringement, violation, or misappropriation of third-party rights, YASBe ("YASBe")s shall have the right (but not the obligation), at its own expense and option, to: (i) procure for Subscriber the right to continue to use the Platform as set forth hereunder; (ii) replace the infringing components of the Platform with other components with the same or similar functionality that are reasonably acceptable to Subscriber; or (iii) suitably modify the Platform so that it is non-infringing and reasonably acceptable to Subscriber. If none of the foregoing options is available to YASBe ("YASBe")s on commercially reasonable terms, YASBe ("YASBe")s may terminate this Agreement without further liability to Subscriber. This Section 8.3, together with the indemnity provided under Section 8.1, states Subscriber’s sole and exclusive remedy, and YASBe ("YASBe")s’ sole and exclusive liability, regarding infringement, violation, or misappropriation of any Intellectual Property Rights of a third party.

Indemnification by Subscriber. Subscriber shall defend, indemnify, and hold harmless YASBe ("YASBe")s and its officers, directors, managers, and employees (each, a “YASBe ("YASBe")s Indemnitee”) from any and all Losses incurred by them in connection with any Claim: (i) arising from Subscriber’s or End User’s actions or omissions; (ii) arising from Subscriber’s breach of its obligations, representations and warranties hereunder, including those applicable to End Users, or failure to comply with YASBe ("YASBe") Requirements; (iii) alleging that the use of any materials provided by Subscriber in accordance with this Agreement infringes, violates, or misappropriate any third-party Intellectual Property Rights; (iv) arising from any Authorized Users’ or End Users’ access to, and use of, the Account, Platform and/or Front End, including any transaction initiated or effectuated by or on behalf of an Authorized User or End User; (v) arising from Subscriber’s or End User’s breach of any Custodian Agreements; (vi) arising from Subscriber’s provision of End User Data to YASBe ("YASBe")s or the processing or use of the End User Data as permitted in this Agreement; (vii) alleging or arising out of any breach of any Customer Agreement with End User; or (viii) Subscriber’s products or services, except to the extent related to the SaaS Services.

Procedure for Handling Indemnification Claims. In the event of any Claim for which indemnification is available, the indemnified Party shall give prompt written notice of any such Claim to the indemnifying Party; provided, however, that the failure of the Party seeking indemnification to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that the indemnifying Party demonstrates actual damage caused by such failure. The indemnifying Party shall have the right to control and direct the investigation, defense, and settlement of each such Claim; provided that YASBe ("YASBe")s shall have the right to control and direct the investigation, defense and settlement of any such Claim brought by a governmental authority. The indemnified Party shall reasonably cooperate with the indemnifying Party (at the indemnifying Party’s sole cost and expense) in connection with the foregoing. The indemnified Party may participate in the defense of the Claim with counsel of its own choosing, at its own cost and expense, on a strictly monitoring basis. The indemnifying Party shall not enter any settlement or resolution of any Claim that would constitute an admission of guilt or liability on the part of the indemnified Party, without the indemnified Party’s express prior written consent. Amounts owing to YASBe ("YASBe")s Indemnitee under this Agreement shall be paid immediately upon written demand for indemnification containing in reasonable detail the facts giving rise to such Losses.

Liability Exclusion. SUBJECT TO SECTION 9.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY'S RIGHTS) FOR CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF USE, OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT, OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. FROM TIME TO TIME, SUBSCRIBER MAY INSTRUCT YASBe TO TAKE CERTAIN ACTIONS, INCLUDING BUT NOT LIMITED TO, MAKING CHANGES TO SUBSCRIBER’S DATA OR EXECUTING TRANSACTIONS ON BEHALF OF THE SUBSCRIBER; IN NO EVENT WILL YASBe HAVE ANY LIABILITY WITH RESPECT TO ANY SUCH ACTION TAKEN AT SUBSCRIBER’S INSTRUCTION, UNLESS DUE TO YASBe’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Limitation of Damages. SUBJECT TO SECTION 9.3, YASBe’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO YASBe BY SUBSCRIBER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES.

Exceptions. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9.1 AND SECTION 9.2 SHALL NOT APPLY TO: (I) SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.4; (II) A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; OR (III) SUBSCRIBER’S FAILURE TO PAY ANY UNDISPUTED SUMS DUE HEREUNDER OR BREACH OF SECTION 2.4.

Notices. Unless otherwise specified herein, all notices and other communications between the Parties (other than routine operational communications) required or permitted by this Agreement or by Applicable Law, will be deemed properly given, if given by: (i) personal service; (ii) registered or certified mail, postage prepaid, return receipt requested; or (iii) nationally or internationally recognized private courier service to the respective addresses of the Parties set forth in the Order Form or such other address as the respective Parties may designate by like notice from time to time. Notices so given shall be effective upon: (a) receipt by the Party to which notice is given; or (b) on the fifth (5th) business day following mailing, whichever occurs first.

Relationship of the Parties. Each Party is an independent contractor of the other Party. Nothing herein shall constitute a partnership between or joint venture by the Parties or constitute either Party the agent of the other.

Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that YASBe ("YASBe")s may, upon written notice to Subscriber and without the consent of Subscriber, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise). Any assignment or other transfer in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

Publicity. During the Term, YASBe ("YASBe")s shall have the right, but not the obligation, to: (i) publicly announce in any and all media now known or hereafter devised that Subscriber is a customer of YASBe ("YASBe")s and a user of the Services; and (ii) use Subscriber’s trademarks, service marks, and trade names, in any and all media now known or hereafter devised, in accordance with any guidelines provided by Subscriber, to promote YASBe ("YASBe")s and/or the Services. For the avoidance of doubt, Subscriber shall be solely responsible for the marketing, advertising, and promotion of its own products and services.

Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay or both is caused, directly or indirectly, without fault by such Party, by any reason beyond its reasonable control, including but not limited to, fire, flood, earthquake, elements of nature or acts of God, acts of state, acts of war, terrorism, riots, civil disorders, rebellions, revolutions, quarantines, epidemics, pandemics, embargoes, and other similar governmental action (each a “Force Majeure Event”). Any Party so delayed in its performance will promptly notify the other by telephone or by the most timely means otherwise available (to be confirmed in writing within two (2) business days of the inception of such delay) and describe in reasonable detail the circumstances causing such delay. In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the excusable delay; provided, however, if the delay or failure continues for more than thirty (30) consecutive days, the Party not relying on the excusable delay may terminate this Agreement upon written notice to the other Party. To avail itself of the relief provided in this Section, a Party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure.

Governing Law, Venue. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflicts of law’s provisions thereof. Any disputes, controversies, or claims in connection with or arising out of this Agreement, its negotiation, breach, existence, validity, or termination, shall proceed in a federal or state court located in the State of Delaware. Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts. Each Party irrevocably waives, to the fullest extent permitted by Applicable Law, any objection to the laying of venue in such courts of any legal action or proceeding arising out of or relating to this Agreement and any claim that any such action or proceeding has been brought in an inconvenient forum. Service of process shall be made in any manner allowed by Applicable Law.

Modification. YASBe ("YASBe")s may modify all or any part of this Agreement from time to time, in which case YASBe ("YASBe")s will revise the “Last Updated” date at the top of this Agreement, and such updated Agreement will be effective as of the time of posting or such other date as may be specified in the updated Agreement or YASBe ("YASBe")s’ notice to Subscriber. If YASBe ("YASBe")s makes changes to the Agreement that are material, it will use reasonable efforts to notify Subscriber. Subscriber’s continued access or use of the SaaS Services after the modified Agreement has become effective will be deemed Subscriber’s acceptance of the modified Agreement. Except as set forth in this Agreement, this Agreement may not be modified except in writing and signed by authorized representatives of both Parties.

No Waiver. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the Party so charged. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent.

Entire Agreement. This Agreement, each Order Form and any executed Statements of Work contain the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms, or conditions, and neither Party has relied upon any representation, express or implied, not contained in this Agreement or an Order Form. In the event of any conflict between any terms or conditions contained in this Agreement, an Order Form, any Statement of Work, or any Schedule to this Agreement, the following agreements and documents shall control in the following order of descending precedence: (i) the Order Form; (ii) the body of this Agreement; (iii) the applicable Statement of Work; and (iv) the applicable Schedule. Notwithstanding the foregoing, provisions of this Agreement may be modified in a Statement of Work, solely for the purposes of that Statement of Work, only by an express statement specifically identifying the Section(s) of this Agreement to be modified.

Scope. This Schedule A is entered into in connection with the PLATFORM AGREEMENT (the “Agreement”) to which it is attached. YASBe agrees to use commercially reasonable efforts to provide the support services stated herein with respect to the production version of the Platform (the “Support Services”) to Subscriber, but not to any End Users, in connection with the Services. 

Definition. Any capitalized term used but not otherwise defined in this Schedule A shall have the meaning assigned thereto in the main body of the Agreement. 

Performance Standards. YASBe agrees to use commercially reasonable efforts to meet the performance standards set forth in this Schedule A (the “Performance Standards”). 

Performance Standards – Services:

Support and Problem Resolution

Subscriber Responsibilities

Responsible times

Exclusions

Maintenance Downtime. The Maintenance Downtime shall be no more than twenty-four (24) hours total in any calendar month, unless previously agreed by the Parties, and YASBe shall use commercially reasonable efforts to conduct such maintenance during off-peak hours for Subscriber. YASBe reserves the right to conduct unscheduled maintenance at any time if it believes in good faith that doing so is necessary to protect the security and/or integrity of the system or to safeguard any data. YASBe shall use commercially reasonable efforts to provide Subscriber at least twenty-four (24) hours advance written notice of any such unscheduled maintenance and will use commercially reasonable efforts to restore service as rapidly as possible in such a situation. For the avoidance of doubt, any unscheduled maintenance performed pursuant to this Section 9 shall be considered Maintenance Downtime. 

Measurement and Reporting. Subscriber shall use the necessary and appropriate measuring and monitoring tools and procedures to measure the Availability and promptly report any alleged deficiencies to YASBe. Subscriber will be given access to statuspage.io, which will have Downtime and Availability information.  

Environments. YASBe will provide the Subscriber with access to two environments throughout the duration of the Agreement. Data initiation or migration will be the responsibility of the Subscriber.- Testing environment (non production)

Subscriber shall be bound by and comply with the NACHA Rules. 

Subscriber acknowledges that its ability to transmit ACH entries on behalf of End Users is subject to (i) the applicable bank’s initial and ongoing approval of Subscriber and its End User’s use of the applicable Services, (ii) receipt by the applicable bank of all required and properly executed addenda, forma, authorizations and such other information as the applicable bank may request from time to time; and (iii) Subscriber’s compliance with this Agreement, the NACHA Rules and all Applicable Laws.

Subscriber authorizes the applicable bank to originate ACH entries on behalf of End Users to receiver accounts.

Subscriber authorizes the applicable bank to register Subscriber with NACHA as a Third -Party  Sender and to disclose all information required by NACHA to complete and maintain such registration.

Subscriber will not use the applicable Services as a Third -Party Sender on behalf of any nested Third Party Sender without the applicable bank’s prior written approval, and, in connection with such approval, Subscriber will provide such bank with all additional information and documents requested by such bank and that bank may require Subscriber to execute additional agreements or addenda.

Subscriber will have procedures in place to identify and monitor End User transactions for activity that may be illegal, fraudulent or otherwise prohibited under this Agreement, the NACHA Rules or Applicable Law, and shall promptly notify the applicable  bank of any activity that it has reason to suspect may be a violation or attempted violation of law, including but not limited to money laundering, fraud, financial exploitation of elderly persons or persons with a disability, the Electronic Funds Transfer Act and Regulation E, Article 4A of the UCC and unfair, deceptive or abusive acts or practices. Subscriber will cooperate with the applicable bank and provide information and documents at such Bank’s request to enable it to investigate such activity and comply with Applicable Laws. 

Subscriber will establish, implement and update, as appropriate, policies, procedures and systems regarding initiation, processing and storage of ACH entries that are designed to protect (a) the confidentiality and integrity of protected information until its destruction; (b) against anticipated threats or hazards to the security or integrity of protected information until its destruction; and (c) against unauthorized use of protected information that could result in substantial harm to a natural person, in accordance with the NACHA Rules. Such policies, procedures and systems must include controls that comply with Applicable Law on access to all systems used by Subscriber to initiate, process and store ACH entries. If Subscriber’s ACH origination or transmission volume exceeds 2 million entries annually, Subscriber will protect account numbers used in the initiation of entries by rendering them unreadable at rest and in transit when stored electronically. 

Subscriber is solely responsible for determining if the titling and records of a respective settlement account are sufficient to permit the pass -through of FDIC insurance under Applicable Law.  

For each ACH entry and file transmitted by Subscriber to the applicable bank on behalf of an End User, Subscriber represents and warrants that Subscriber: (a) will perform all of its duties as a Third Party Sender in accordance with NACHA Rules; (b) will pay the applicable bank for any credit entries it originates and for any debit entries returned by a financial institution; (c) will establish exposure limits for its End Users, in addition to the exposure limits the applicable bank places on Subscriber;  (d) will review End User exposure limits on a periodic basis and modify them as needed; (e) will actively measure exposure limits when processing ACH entries on behalf of each End User; (g) will ensure it has established and implemented procedures for acting upon ACH entries and files that exceed exposure limits and for handling exceptions; (h) will ensure that its procedures for collecting and monitoring exposure limit information do not impede normal file processing; (i) will not submit ACH entries that violate Applicable Law; (j)shall not disclose, and will ensure that each End User does not disclose, a receiver’s account number or routing number to any third party for such third party’s use in initiating a separate entry; (k) shall not use the Service on behalf of an End User who is a “foreign shell bank” as defined in 31 CFR 1010.605, as amended from time to time; (l) shall not market any new service or product to its End Users, for which the applicable bank is the originating depository financial institution without first entering into a separate agreement signed by both Subscriber and the applicable bank; (m) shall obtain all consents and authorizations required for ACH entries under the NACHA Rules and shall retain such consents and authorizations for  no less than two (2) years after they expire; Subscriber agrees to produce requested consents and authorizations within three (3) Business Days of the applicable bank’s request; (n) will: (i) conduct, or has conducted, an audit of its compliance with the NACHA Rules no less frequently than annually; (ii) conduct, or have conducted, an assessment of the risks of its ACH activities; (iii) monitor the origination and return activity of its End Users as originators across multiple settlement dates; (iv) enforce restrictions on the types of ACH entries that may be originated by its End Users; and (v) enforce any exposure limit set by Subscriber or the applicable bank, and warrants that it is legally able to do so; (o) is hereby jointly and severally liable with each respective End User for the retention and delivery to the applicable bank or the receiving depository financial institution of any records, documentation or data regarding records of authorizations of ACH entries, copies of items, and copies of eligible source documents, as required by the NACHA Rules; and (p) regarding unauthorized entry, administrative or overall return rates, (i) Subscriber will provide, within five (5) calendar days, all information requested by the applicable bank in order for such bank to respond to a NACHA  inquiry regarding Subscriber’s or any End User’s unauthorized entry, administrative, or overall return rate, and (ii) if Subscriber or any End User’s unauthorized entry, administrative, or overall return rate exceeds the applicable return rate threshold, Subscriber will cooperate with the applicable bank in creating a detailed plan and timeline for reducing the applicable return rate to a rate below the threshold, and to reduce the return rate to below the threshold within thirty (30) calendar days after such bank’s receipt of NACHA’s written request for information; Subscriber and/or End User, as applicable, will maintain the applicable return rate below the threshold for at least the time required by the NACHA Rules.

Subscriber will provide the applicable bank with a list of all End Users on whose behalf it will use the applicable Services prior to submitting any ACH entry on behalf of an End User. Such list must contain the name of each End User, each End User’s principal office address and taxpayer identification number, and such other information as requested by the applicable bank from time to time. Subscriber must update such list and submit the updated list to the applicable bank each time it adds a new End Us er, removes an End User, or changes End User information included in the list. Before Subscriber can originate ACH entries for a new End User, but not less than ten (10) Business Days prior to originating entries for a particular End User, Subscriber must notify the applicable bank of its intent to onboard a new End User and provide such bank with any information reasonably necessary to identify each End User. Failure to notify the bank of any new End Users may result in processing delays or even rejection of entries. The applicable bank shall have the right, in its sole discretion, to refuse to accept ACH entries from any such End User.  

Subscriber shall ensure that each End User has access to a current version of the NACHA Rules.

Subscriber will provide a copy of all standard forms it uses for End User agreements to the applicable bank and shall promptly provide to such bank notice of any material change to any such forms it enters into with an End User. Such End User agreements must be approved by the applicable bank and satisfy all of the requirements of the NACHA Rules and this Agreement; provided, that such bank’s approval of the form to be used by Subscriber shall not be relied uponas confirming that the End User agreement complies with Applicable Law, the NACHA Rules, and this Agreement.  

Before permitting an End User to originate any ACH entry through Subscriber of the applicable bank, Subscriber will enter into a written agreement with such End User that includes a provision that: (a) binds the End User to and requires compliance with  the NACHA Rules and Applicable Law, and includes a right of the applicable bank and Subscriber to terminate or suspend such agreement immediately for End User’s breach of the NACHA Rules or Applicable Law; (b) requires End User to assume the obligations and make the representations and warranties of an originator under the NACHA Rules; (c) requires End User to receive and maintain proper authorization from the receiver for each ACH entry transmitted on behalf of End User; (d) requires End User to conduct an assessment of the risks of its ACH activities as required by the Nacha Rules; (e) requires End User to authorize Subscriber and the applicable bank to originate entries on its behalf to accounts of receivers; (f) prohibits End User from originating entries that violate U.S. law; (g) sets forth restrictions on the types of entries End User may originate; (h) establishes an exposure limit for End User and requires procedure s for Subscriber to review and adjust, as needed, End User exposure limit; (i) requires End User to pay the applicable bank for any credit entries it originates and for any debit Entries returned by a receiving depository financial institution, to the extent that such bank does not receive payment from Subscriber, and makes such bank a third party beneficiary of such provision; (j) requires End User to comply with the same security requirements, including encryption of electronic ACH data, that Subscriber i s subject to under the NACHA Rules; (k) allows Subscriber and the applicable bank to regularly audit End User for compliance with the NACHA Rules, the terms and conditions of the Agreement with the End User, and Applicable Laws; (l) requires End User to be  responsible for the retention and delivery to the applicable bank or the receiving depository financial institution of any records, documentation or data regarding authorizations of ACH entries, copies of items, and copies of eligible source documents, as  required by the NACHA Rules; (m) regarding unauthorized entry, administrative, or overall return rates, (i) End User will provide, within five (5) calendar days, all information requested by the applicable bank in order for such bank to respond to a NACHA  inquiry regarding End User’s unauthorized entry, administrative, or overall return rate; and (ii) if End User’s unauthorized entry, administrative, or overall return rate exceeds the applicable return rate threshold, End User will cooperate with Subscribe r and the applicable bank in creating a detailed plan and timeline for reducing the applicable return rate to a rate below the threshold, and to reduce the return rate to below the threshold within thirty (30) calendar days after such bank’s receipt of NAC HA’s written request for information; End User, will maintain the applicable return rate below the threshold for at least the time required by the NACHA Rules; (n) binds the End User to other provisions between Subscriber and the bank in this Agreement, that are applicable to End User; and (o) otherwise meets the requirements of the NACHA Rules. 

Prior to entering into an agreement with an End User, Subscriber must utilize a commercially reasonable method to verify the identity  of an End User and its principals and shall have conducted an investigation appropriate to the degree of risk associated with the End User and in accordance with the applicable bank’s due diligence requirements, including, as deemed necessary, physical inspection of the End User’s premises, its data security and customer identification processes, and it shall have verified through such investigation that End User conducts a legal bona fide business operation and has the proper facilities, equipment, and security controls, and, where necessary, licenses and permits to do business. As part of its due diligence review, Subscriber is responsible for confirming that its customer not a Third -Party Sender under the NACHA Rules. Subscriber shall be responsible for providing the applicable bank with any information such bank reasonably deems necessary to identify each End User, including a End User’s beneficial owners as applicable. Subscriber is obligated to provide the requested information within two (2) Business Days after receiving the applicable bank’s request.

Subscriber will maintain a separate settlement account(s) for its End Users. Subscriber will not commingle End User funds with Subscriber funds.

Subscriber will be responsible for establishing, maintaining, and implementing policies and procedures to ensure that effective due diligence is performed by Subscriber (or its designee) on each End User to minimize the credit and NACHA Rules compliance risk that may arise with each End User. Subscriber shall also conduct periodic audits of its End Users to: (a) ensure each End User’s compliance with the NACHA Rules as an originator, (b) monitor each End User’s credit worthiness as an originator, and (c) monitor Subscriber’s exposure relative to each End User and relative to Subscriber’s exposure across multiple settlement dates.  

Subscriber shall also establish, maintain, and implement policies and procedures to ensure that effective due diligence is performed by Subscriber on each End User at onboarding and periodically thereafter to minimize the compliance and legal risk, and related reputation risk that may arise due to an End User’s failure to comply with Applicable Laws.  

Subscriber will provide all information requested by the applicable bank to register Subscriber with NACHA, and such information shall be provided within two (2) Business Days of such bank’s request. Subscriber agrees to promptly provide such bank such information as and in the form such bank may request in connection with its ongoing underwriting and approval process. Subscriber shall provide all information requested by the applicable bank in order for it to respond to a NACHA inquiry. Subscriber shall promptly notify the bank of (i) any change in Subscriber’s name or form of business organization, (ii) any material adverse change in Subscriber’s financial condition or operations; and (iii) any action, suit, litigation, proceeding, or written complaint or criticism directed at Subscriber relating, directly or indirectly, to the ACH entries transmitted through the Service.  

In the event a report of possible rules violation is received by the applicable bank, Subscriber will be notified and, if fees or penalties are incurred by such bank due to the violation, Subscriber will promptly pay such fees or penalties without further demand or notice.

Subscriber shall be liable to the applicable Bank and shall indemnify and hold it and its affiliates and their respective officers, directors, employees and agents harmless from and against: (i) any and all fees, fines and/or penalties imposed on the bank by NACHA, or a court or government agency, resulting from or arising out of any act or omission of Subscriber, End User or any person or entity acting on Subscriber’s behalf, under or in connection with this Agreement; and (ii) any losses resulting from or arising directly or indirectly out of: (a) Subscriber’s failure to perform its obligations under the NACHA Rules or comply with Applicable Law, (b) any breach ofany of the warranties, representations, and agreements set forth in this Agreement and the NACHA Rules; and/or (c) any other act or omission of Subscriber, End User or any person or entity acting on the Subscriber’s behalf, under or in connection with this Agreement.