mMoney Merchant Terms & Conditions

1. INTRODUCTION

1. Introduction. In this Merchant Service Agreement ("Agreement"), "Merchant", "you" and "your" refer to each customer ("Merchant") and its designated agents, including your administrative contact, and "Company", "we", "us" and "our" refer collectively to MMONEY INC. #8, Hastings Plaza, Hastings, Christ Church, Barbados ("Company"). This Agreement explains our obligations to you, and your obligations to us in relation to the service(s) you signed up for. By signing up for the service(s) you agree to establish an account with us for such services. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional service(s) or to modify or cancel your service(s) (even if we were not notified of such authorisation), this Agreement as amended covers any such service or actions. Additionally, you agree that the administrative contact for any services provided to you is your agent with full authority to act on your behalf with respect to such services, as permitted by the Services and related documentation, including (but not limited to) the authority to terminate, transfer (where transfer is permitted by the Agreement), or modify such services, or purchase additional services. Any acceptance of your application(s) or requests for our services and the performance of our services will be deemed to occur at our offices in Barbados.

2. DEFINITIONS

1. "Financial Institution" shall mean banks or financial institutions having business relationships with one or more Financial Processors that have agreed to evaluate and provide merchant accounts and payment authorisation services to merchants.
2. "Financial Processor" shall mean an entity with which the Company has established a relationship that performs the back-end authorisation and processing of Transactions between the Merchant's Financial Institution.
3. "Software" shall mean the mMoney application and mMoney merchant application, any Software development kits ("SDKs") or other client applications, as well as any HTML, application programming interfaces (APIs), related documentation and other client software or code which the Company provides to Merchant, including updates, to enable the Company to provide the Services to Merchant. Unless otherwise specified, Software shall not include any source code. The Software is proprietary to the Company.
4. "mMoney Merchant App" means the software application available in the Appstore and Google Playstore that enables digital fiat currency and other digital asset payments to be used in exchange for goods and services.
5. "Transaction" shall mean information related to the purchase of goods and services from Merchant by a third party. Specifically a Transaction is an authorisation, delayed capture, sale, void, voice authorisation or credit data transmission between Company and its back end processors.

3. MERCHANT OBLIGATIONS

1. General Service Requirements. Merchant shall be solely responsible for:
   1. Establishing, hosting and maintenance of its connection to the Internet, fulfilling all orders for products and services sold by Merchant to its users via the mMoney Merchant App, including without limitation transmitting Merchant's registration information and Transaction data to Company servers or via the mMoney Merchant App and ensuring that any data stored or transmitted by Merchant in conjunction with the Services and for enrollment for the Services is accurate, complete and in the form as requested by Company, is securely collected and is not corrupted due to Merchant's systems. Merchant is also responsible for reviewing the Transactions in its account on a regular basis and notifying Company promptly of suspected unauthorised activity through its account;
   2. Keeping its login name and password confidential. Merchant shall be solely responsible for (i) updating its passwords for access to the Services periodically, and (ii) creating passwords that are reasonably "strong" under the circumstances, both in accordance with Company's requirements. A "strong" password is at least six characters long, does not contain all or part of the user's account name, and contains at least three of the four following categories of characters: uppercase characters, lowercase characters, base 10 digits, and symbols found on the keyboard (such as !, @, #). Strong passwords should be generated in such a way that knowledge of one does not lead to knowledge of another.
   3. Maintaining commercially reasonable business practices in conjunction with use of the Services, collecting, storing and transmitting its customer data in a secure manner and protecting the privacy of its customer data. Merchant shall comply with Company's requests for reasonable action on Merchant's part, to the extent necessary, to maintain security and integrity of the Services;
   4. Updating to the most current Software version and security updates and patches necessary to properly operate the Services and keeping all Merchant enrollment and payment information current and updated on the mMoney Merchant App; and
   5. Merchant agrees, and hereby represents and warrants that Merchant shall (A) use the Services in accordance with the applicable user guides and other documentation; and (B) not use or permit others to use information obtained through the use of the Services for any purpose other than in conjunction with the Services and in a manner described in the documentation for the Services.
2. Proprietary Rights. Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Services identified herein ("mMoney Intellectual Property Rights") are owned by Company or its licensors, and you agree to make no claim of interest in or ownership of any such mMoney Intellectual Property Rights. You acknowledge that no title to the mMoney Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the Company or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that you create any Derivative Work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such Derivative Work shall be owned by Company and all existing and future copyright and other right, title and interest in and to each such Derivative Work, are assigned to, and shall automatically vest in, Company. Company shall have no obligation to grant you any right in any such Derivative Work. Except to the extent permitted by applicable law, Merchant shall not disassemble, decompile, decrypt, extract, reverse engineer, prepare a derivative work based upon, distribute, or time share the Services or any components thereof, or otherwise apply any procedure or process to the Services or components thereof in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings or any algorithm, data, process, procedure or other information contained therein. Merchant shall not rent, sell, resell, lease, sublicense, loan or otherwise transfer the Services or components thereof.

4. COMPANY'S OBLIGATIONS

1. Services. Subject to the terms in this Agreement, Company agrees to (i) provide to Merchant the Services for which Merchant enrolls; (ii) provide to the Merchant, without limitation, the transmission of Transaction information to Financial Processors; and (iii) provide Merchant with access to standardised reports regarding Merchant's Transactions processed using the Services and certain reporting tools to assist Merchant in accounting activities. Company hereby grants to Merchant the right to access and use the Services in accordance with the Agreement. Company is not bound by nor should Merchant rely on any representation by (i) any agent, representative or employee of any third party that Merchant may use to apply for our services; or in (ii) information posted on our Web site of a general informational nature.
2. Modification of Terms; Changes to Services. Except as otherwise provided in this Agreement, Merchant agrees that Company may: (1) revise the terms and conditions of this Agreement, including without limitation modifying the service fees or payment terms; and/or (2) change part of the Services provided under this Agreement at any time. Any such revision or change will be binding and effective either, at Company's sole discretion, 30 days after posting of the revised Agreement or change to the Services on the Company Website, or upon electronic or written notification to you. You agree to periodically review the Company website, including the current version of this Agreement available on the Company Website, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice as set forth in this Agreement. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are non-refundable, except as otherwise expressly stated herein, but you will not incur any additional fees. By continuing to use mMoney services after any revision to this Agreement or change in Services, you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for our Services; or in (ii) information posted on our Website of a general informational nature. No employee, contractor, agent or representative of Company is authorised to alter or amend the terms and conditions of this Agreement.
3. Secure Transactions. Company has implemented and will maintain security systems for the transmission of Merchant's Transactions, consisting of encryption and "firewall" technologies that are understood in the industry to provide adequate security for the transmission of such information over the Internet. mMoney does not guarantee the security of the Services or Transaction data, and Company will not be responsible in the event of any infiltration of its security systems, provided that Company has used commercially reasonable efforts to prevent any such infiltration. Merchant further acknowledges and agrees that Merchant, and not Company, is responsible for the security of Transaction data or information or any other information stored on Merchant's servers, and that Company is not responsible for any other party's servers (other than subcontractors of Company solely to the extent Company is liable for its own actions hereunder).
4. Technical Support for Services. Company shall provide the technical support services to Merchants, specific to the support package selected by Merchant during enrollment. Company's then-current, standard technical support descriptions for these Services shall be posted at the URL: https://support.mmoneybb.com

5. PRIVACY

1. The Company Privacy Policy. Our Privacy Policy for the Services is located on our Website at https://www.mmoneybb.com/policy/privacy-policy and is incorporated herein by reference, as it is applicable to the Services. The privacy policy sets forth your and our rights and responsibilities with regard to your personal information. You agree that we may, in our sole discretion, modify our privacy policy. We will post such revised statement of policy on our Website. You agree to monitor our Website periodically to review such revisions. By using our Services after modifications to the Privacy Policy, you have agreed to these modifications. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement.
2. Use of the Data. Merchant acknowledges and agrees that in the course of providing the Services, Company will capture certain transaction and user information (collectively, the "Data"). Merchant agrees to provide to Company, and Company shall capture, such Data as Company may consider appropriate. Subject to the Company Privacy Policy, Company agrees to use Data in its personally identifiable form only as necessary to provide the Services. For the avoidance of doubt, Company shall have the rights (i) to use the Data as necessary to perform the Services contemplated in this Agreement (including distributing the Data to third parties providing services requested by Merchant); (ii) to maintain the Data as long as necessary or as required by law and used internally for record keeping, internal reporting, and support purposes; (iii) to compile and disclose Data in the aggregate where individual merchant Data is not identifiable, including without limitation, calculating merchant averages by region or industry; and (iv) to provide the Data as required by law or court order, or to defend Company's rights in a legal dispute. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us as part of our services with regard to: (i) the purposes for which such third party's personal data has been collected, (ii) the intended recipients or categories of recipients of the third party's personal data, (iii) which parts of the third party's data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data you hold about them. You further agree to provide such notice and obtain such consent with regard to any third party personal data you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals nor for your providing outdated, incomplete or inaccurate information.

6. FEES AND PAYMENT TERMS

1. Company agrees to withhold and the Merchant agrees to have withheld such fees as set out in the Schedule hereto, unless otherwise agreed in writing between the Parties.
2. Merchants are hereby prohibited from imposing on its customers any charges and/or fees in addition to the advertised price of a product or service on the basis of a consumer's choice of mMoney as their method of payment. For the avoidance of doubt, this prohibition applies to transactions concluded on business premises (for example, a shop), away from business premises (for example, at the customer's home) or at a distance (for example, mail order, internet, telephone or email).

7. WARRANTY; DISCLAIMER

1. Company represents and warrants that (a) it has all requisite corporate or other power to enter into this Agreement and to carry out the terms of this Agreement; (b) all corporate action on the part of Company, its officers, board of directors and stockholders necessary for the performance of its obligations under this Agreement has been taken.
   1. Except as expressly set forth above and to the extent permitted by applicable law, Company and its licensors, as applicable, make no warranty of any kind, express, implied or statutory, regarding the services or software,
   2. To the maximum extent permitted by law, all such conditions and warranties, including without limitation the implied warranties of merchantability, fitness for particular purpose and non-infringement are hereby expressly disclaimed by Company and its licensors, except any implied condition or warranty the exclusion of which would contravene any statute or cause any part of this clause to be void.
   3. Company's liability to Merchant for breach of any non-excludable condition is limited, at Company's option, to refunding the price of the Services in respect of which the breach occurred or to replacing or providing those Services again.
   4. Merchant acknowledges that neither Company nor its licensors have represented or warranted that the services will be uninterrupted, error free or without delay or without compromise of the security systems related to the services or that all errors will be corrected.
2. Merchant represents and warrants that it shall comply with all applicable privacy, consumer and other laws and regulations with respect to its (i) provision, use and disclosure of the Data; (ii) dealings with the users providing the Data; and (iii) use of the Services. Additionally, Merchant represents and warrants that (a) it has all requisite corporate or other power to enter into this Agreement and to carry out the terms of this Agreement; (b) all corporate action on the part of Merchant, its officers, board of directors and stockholders necessary for the performance of its obligations under this Agreement has been taken; (c) this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with the terms hereof; (d) if Merchant is a corporation, then it is a corporation in good standing in its jurisdiction of incorporation; (e) it has read and understands the entire Agreement and desires to be bound thereby, and it has been represented by counsel of its own choosing; and (f) it represents and warrants that, except as expressly set forth herein, no representations of any kind or character have been made to induce it to execute and enter into this Agreement.

8. INDEMNIFICATION

This section is subject to the terms of Section 9.

1. Either party will defend, indemnify, save and hold harmless the other party and the officers, directors, agents, affiliates, distributors, franchisees and employees of the other party from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees, resulting from the indemnifying party's material breach of any duty, representation or warranty of this Agreement. A party's right to indemnification under the Agreement ("indemnified party") is conditioned upon the following: prompt written notice to the party obligated to provide indemnification ("indemnifying party") of any claim, action or demand for which indemnity is sought; control of the investigation, preparation, defense and settlement thereof by the indemnifying party; and such reasonable cooperation by the indemnified part, at the indemnifying party's request and expense, in the defense of the claim. The indemnified party shall have the right to participate in the defense of a claim by the indemnifying party with counsel of the indemnified party's choice at the indemnified party's expense. The indemnifying party shall not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any judgment that makes any admissions in the indemnified party's name or imposes any liability upon the indemnified party.

9. LIMITATIONS ON LIABILITY

1. Merchant acknowledges that the Company is not a financial or credit reporting institution. Company is responsible only for providing data transmission to effect or direct certain payment authorisations for Merchant and is not responsible for the results of any credit inquiry, the operation of web sites of ISPs or Financial Institutions or the availability or performance of the Internet, or for any damages or costs Merchant suffers or incurs as a result of any instructions given, actions taken or omissions made by Merchant, Merchant's financial processor(s), Merchant's Financial Institution or any ISP. In no event will Company's liability (including liability for negligence) arising out of this Agreement exceed the fee paid to Company by Merchant hereunder during the twelve (12) month period immediately preceding the event which gave rise to the claim for damages. In no event will Company or its licensors have any liability (including liability for negligence) to merchant or any other party for any lost opportunity or profits, costs of procurement of substitute goods or services, or for any indirect, incidental, consequential, punitive or special damages arising out of this Agreement, under any cause of action or theory of liability (including negligence), and whether or not Company has been advised of the possibility of such damage. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. Notwithstanding the above, the limitations set forth above shall be enforceable to the maximum extent allowed by applicable law.

10. TERM AND TERMINATION

1. Term; Renewal. This Agreement will commence on the later of (i) the date Merchant accepts the terms of this Agreement (the "Effective Date"), or (ii) the date that Merchant's mMoney account is activated for live Transactions, if different; and will continue for a period of one (1) year, unless terminated earlier or suspended according to the provisions of this Agreement. This Agreement will thereafter automatically renew for successive twelve (12) month terms, unless either party gives the other party written or electronic notice, in accordance with the terms herein, of its intention not to renew the Agreement, at least thirty (30) days prior to the end of the then-current term or renewal term if termination is by Company. Any renewal of your Services is subject to our then-current terms and conditions, successful completion of any applicable authentication procedure, if any, and payment of all applicable service fees at the time of renewal. Additional payment terms may apply to the Company Services you enrolled for, as set forth herein and in the applicable Schedule(s) to this Agreement.
2. Suspension and Termination. Either party hereto may, at its option, and without notice, terminate this Agreement, effective immediately, should the other party hereto (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganisation under any bankruptcy act, or consent to the filing of a petition seeking such reorganisation; or (vi) have a decree entered against it by a court of competent jurisdiction appointing a receiver liquidate, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such Party's property or providing for the liquidation of such party's property or business affairs.
   1. By Merchant. Merchant may terminate this Agreement upon prior written notice to Company by notifying Company's customer support electronically or in writing and following the instructions for cancellation either (i) prior to the end of the initial period or any renewal period; or (ii) for convenience. Subject to the above, Company shall use commercially reasonable efforts to cancel the Services within seven (7) business days following such written notice from Merchant. Merchant shall be responsible for the payment of all fees due and payable through the effective date of termination. Termination requests for non-Company, third party services may not be made through Company. Merchant must instead contact such third parties directly to cancel such services.
   2. By Company. Notwithstanding Section 10.1, Company may suspend Merchant's access to the Services or terminate this Agreement as follows:
      1. Following ten (10) days prior electronic or written notice (such as an overdue invoice) if (a) Merchant breaches the Agreement, (b) perpetrates fraud, (c) causes or fails to fix a security breach relating to the Services, (d) fails to comply with Company's best practices requirements for security management or to respond to an inquiry from Company, concerning the accuracy or completeness of the information Merchant is required to provide pursuant to this Agreement, (e) if Company reasonably suspects fraudulent activity on Merchant's payment services account, (if such breach is not cured within such 10-day period), (f) in the event that certain third party licenses or access to third party components of the Services are terminated, or (g) non payment of invoice; or
      2. Immediately, without prior notice, if Company reasonably believes Merchant's breach compromises the security of the Services in any material fashion, if fraudulent Transactions are being run on your account, or Merchant's financial processor or Financial Institution with which Merchant has a merchant account requires such termination or suspension.
3. Effect of Termination. Company will cease providing the Services and cease charging any Service fees as of the expiration of period in which the termination is effective. If termination of this Agreement is due to your default hereunder, you shall bear all costs of such termination, including any reasonable costs Company incurs in closing your account. You agree to pay any and all costs incurred by Company in enforcing your compliance with this Section. Upon termination, your rights to use the Services, and any other rights granted hereunder, shall immediately cease, and you shall destroy any copy of the materials licensed to you hereunder and referenced herein. Each party will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement will not relieve Company or Merchant from any liability arising prior to the termination of this Agreement. To the extent permitted by applicable law and regulatory requirements, you agree that upon termination for any reason, we may delete all information relating to your use of the Service, as we deem fit. Notwithstanding the foregoing, the provisions of Sections 5, 7-12, Merchant's obligations to pay all fees due through the effective date of termination and terms in the Schedule(s) relating to indemnity, warranties or terms which by their nature are required to survive contract termination will survive any termination of this Agreement.
4. Reinstatement of Services. If Services are suspended or terminated by Company due to lack of payment by Merchant, reinstatement of Services shall be subject to Merchant paying Company, as applicable: (i) new set up fees, at Company's then-current rates; and (ii) all past due annual or monthly fees and Transaction fees.

11. CONFIDENTIALITY

1. Confidential Information. "Confidential Information" means any confidential, trade secret or proprietary information (which may be business, financial or technical information) disclosed by one party to the other under this Agreement that is marked confidential or if disclosed orally designated as confidential at the time of disclosure or that should be reasonably understood to be confidential. All source code and the terms of this Agreement will be considered Confidential Information.
2. Limitation of Confidentiality. The Obligations set forth in Section 11.2 ("Confidentiality Obligations") above do not apply to information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a non-disclosure obligation, (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently without access or reference to the Confidential Information, (iv) is disclosed with the written approval of the disclosing party, or (v) is disclosed five (5) years from the effective date of termination or expiration of this Agreement.
3. Exceptions to Confidentiality. Notwithstanding the Confidentiality Obligations set forth in Section 11.2 above, each party may disclose Confidential Information of the other party (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law but only after alerting the other party of such disclosure requirement and, prior to any such disclosure, allowing (where practicable to do so) the other party a reasonable period of time within which to seek a protective order against the proposed disclosure, or (ii) on a "need-to-know" basis under an obligation of confidentiality substantially similar in all material respects to those confidentiality obligations in this Section 10 to its legal counsel, accountants, contractors, consultants, banks and other financing sources.

12. MISCELLANEOUS TERMS

1. Force Majeure (Events Beyond the Parties' Control). Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder, except for Merchant's payment obligations hereunder, due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this Section shall give the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof, and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided, however, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate the Agreement.
2. Entire Agreement and Modification. The terms in this Agreement constitute the entire agreement between Company and Merchant regarding its subject matter and its terms supersede any prior or simultaneous agreement, terms, negotiations, whether written or oral, or whether established by custom, practice, policy or precedent, between the parties hereto. Except as otherwise provided for herein, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties herein. Merchant acknowledges and agrees that in the event a purchase order ("PO") contains additional terms, provisions or language ("PO Terms"), those PO Terms shall be null and void and the terms of the Agreement shall prevail.
3. Severability. In the event that any provision of this Agreement is unenforceable or invalid such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
4. No Assignment. Merchant may not assign this Agreement without the prior written consent of Company.
5. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of Barbados without reference to its conflicts of laws principles. Each party consents to the exclusive venue and jurisdiction of the court in Barbados for any dispute arising out of or related to this Agreement. The parties acknowledge and agree that this Agreement is made and performed in Barbados. The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
6. Export Restrictions. Merchant acknowledges and agrees that it shall not import, export, or re-export directly or indirectly, any commodity, including Merchant's products incorporating or using any Company products in violation of the laws and regulations of any applicable jurisdiction.
7. Notice. Except as otherwise expressly stated in this Agreement, all notices to Company shall be in writing and delivered, via courier or certified or registered mail, to Company, Attention: Compliance Officer, #8, Hastings Plaza, Hastings, Christ Church, Barbados, or any other address provided by Company. All notices to you shall be delivered to your mailing address or e-mail address as provided by you in your account information, as updated by you pursuant to this Agreement. Unless you choose to opt-out of receiving marketing notices, you authorise Company to notify you as our customer, via commercial e-mails, telephone calls and other means of communication, of information that we deem is of potential interest to you, including without limitation communications describing upgrades, new products and services or other information pertaining to the Services or other Company offerings relating to Internet security or to enhancing your identity on the Internet. Notwithstanding the above, Merchant shall not have the right to opt-out of service or support notices relating to the Services, including without limitation, notices of service modifications, security, performance issues or technical difficulties.
8. Headings. The section headings appearing in the Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
9. Independent Contractors. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint ventures of the other party, and they do not have any authority to bind the other party by contract or otherwise to any obligation. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
10. Non-Disparagement; Publicity. During the term of the Agreement, neither party will disparage the other party or the other party's trademarks, web sites, products or services, or display any such items in a derogatory or negative manner on any Website or in any public forum or press release. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third party information pertaining to the relationship arising under this Agreement, the existence or terms of the Agreement, the underlying transactions between Company and Merchant, or referring to the other party in relation to the Agreement without the other party's prior written approval.
11. Costs. Except as expressly stated in the Agreement, each party shall be solely responsible for the costs and expenses of performing its obligations hereunder.
12. Equipment. Any equipment distributed to Merchants, including mobile devices, tablets etc, shall remain the property of Company notwithstanding the fact that the Company hereby grants permission to the Merchant to use the equipment according to the terms of this Agreement. For the avoidance of doubt, Company retains the right to require the return and/or inspection of the equipment at any time, and may in its absolute discretion, modify, add, remove or replace software or hardware. The Merchant is granted no interest in the equipment and shall not represent themselves as the owner to any third-party for any reason, including for unauthorised sale, repair or other service.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year it has been agreed to for and on behalf of the said MERCHANT by its duly authorised representative as evidenced by the selection of the "ACCEPT" button below:

SCHEDULE 1

MERCHANT PRICING & LICENSE TIERS