Term of Service

 These Terms of Service (“Terms“) govern access to and use of the Services (as defined below) and any other applications, content, products and Services made available by Payfederate, Inc. or its representatives, affiliates, officers and directors. 

1. DEFINITIONS
   • Capitalized words and phrases in these Terms not otherwise defined shall have the meanings set forth in Schedule 1 hereto.
2. SERVICES
   • Acceptance. Payfederate provides the Services solely on the terms set forth in these Terms and any associated Order Form and on the condition that Customer accepts and complies with them. By using the Services, Customer accepts these terms and agrees that Customer is legally bound thereby. If there is any inconsistency between the Terms and the Order Form, the Order Form shall control and supersede.
   • Provision of Services. During each Subscription Period, Payfederate shall make the Services available to Customer pursuant to these Terms and the Order Form entered into by Payfederate and Customer no later than thirty (30) days following the Effective Date of this Agreement.

Customer agrees that its subscription to the Services hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Payfederate regarding future functionality or features.  Customer shall not (i) permit any third party to access the Services except as permitted herein or in any Order Form, (ii) create derivative works based on the Services except as permitted herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for its own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

Customer agrees to comply with all Documentation and Use Limitations.

• License Grant and Scope. Subject to and conditioned upon Customer’s compliance with these Terms and any applicable terms of the Order Form, Payfederate hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services solely for Customer’s internal purposes. By way of inclusion, and not limitation, this license specifically allows Customer the right to upload information from Payfederate Modules and convert such information into other data formats for the purpose of facilitating Customer’s use of such information in its compensation benchmarking, budgeting, offer management, and employee communication processes.
• Use Conditions. The license set forth in Section 2.3 is subject to Customer’s compliance with the terms and conditions set forth in these Terms and any applicable terms of the Order Form and Key Terms Form. Without limitation of the forgoing, Customer shall not, and shall not permit any Person to directly or indirectly, take any Prohibited Actions.
• Payfederate Responsibilities. Payfederate will use commercially reasonable efforts to provide and maintain the Cloud Service except, but not limited to:  (a) planned downtime (which Payfederate shall schedule, to the extent practicable, during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific time), or (b) any unavailability caused by circumstances beyond Payfederate’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, pandemics, epidemics, civil unrest, acts of terror, suppliers, strikes or other labor problems (other than those involving Payfederate employees), Internet service provider failures or delays, or denial of service attacks.  
• Payfederate Protection of Customer Data. Payfederate shall use industry standard efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Payfederate shall not, except as expressly permitted by Customer or in accordance with this Agreement, (a) modify Customer Data, (b) disclose Customer Data, or (c) access Customer Data except to provide the Services and prevent or address service or technical problems, or at Customer’s request in connection with customer support matters.   Customer retains all right to Customer Data, except rights granted by this Agreement to Payfederate.  Payfederate shall not use Customer Data for any purpose outside of the scope of this Agreement.  Payfederate shall notify Customer immediately of any data breach, and work with Customer, at its own expense, to ameliorate any breach and secure Customer Data.
• Service Level. If there is an SLA and the Services does not meet the SLA, Payfederate will provide the remedies outlined in the SLA and will not be responsible for any other remedies. Any credits earned under the SLA wil only apply to future invoices and expire if the Agreement ends. In any event, if the Services is temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because of other causes beyond Payfederate’s reasonable control, no SLA remedies will accrue. Payfederate will try to inform Customer before scheduled service disruptions through the Services or by email.
• Support. During the Subscription Period, Payfederate will provide Technical Support as described in the Order Form, if any.

3. CUSTOMER RESPONSIBILITIES
• Registration. In order to use the Services, each User must register for an account (each, an “Account” and collectively, the “Customer Accounts”) following the administrator account set-up instructions provided by Payfederate. When registering for an Account, Users shall provide complete and accurate information during the registration process and will update such information to ensure continued accuracy. Customer is responsible for keeping, and causing all Users to keep, such Account credentials, including the applicable passwords, confidential and secured, and refrain from sharing, and causing all Users to refrain from sharing, Account credentials or access with any Person unless otherwise permitted herein. Customer is responsible for all activity attributable to the Customer Accounts.
• Other Customer Responsibilities.  Customer shall (i) be responsible for Affiliates and Users’ compliance with these Terms, (ii) be responsible for the accuracy, quality and legality of Customer Data and of the means by which it acquired Customer Data, (iii) be responsible for the proper license and rightful use of any third-party systems in furtherance of the Services, including confirming authorized access to such systems by Customer, Payfederate, and any third-party provider engaged by Payfederate (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Payfederate promptly of any such unauthorized access or use, and (v) use the Services only in accordance with applicable laws and government regulations. Customer shall not (a) make the Services available to anyone other than Users, (b) allow the Services to be utilized or accessed for the benefit of any entity other than the authorized Users listed on the applicable Order Form, (c) sell, resell, rent or lease the Services, (d) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (e) use the Services to store or transmit Malicious Code, (f) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (g) attempt to gain unauthorized access to the Services or their related systems or networks. Customer shall be responsible for all activities attributable to the Customer Accounts, regardless of whether undertaken by Customer, Customer’s employees or a third party (including contractors and agents). Payfederate is not responsible for unauthorized access to the Customer Accounts. Customer will notify Payfederate immediately if Customer believes unauthorized activity has occurred in any Customer Account or if any Customer Account information is lost or stolen.
4. PROPRIETARY RIGHTS
   • Reservation of Rights in Services. As between Payfederate and Customer, Payfederate is the owner of all intellectual property rights in and with respect to the Services and except as expressly set forth in Section 2.3 herein reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
   • License to Customer Data to Improve Services. Customer hereby grants to Payfederate a royalty-free, worldwide, irrevocable, perpetual license to use the Customer Data for the purpose of improving, troubleshooting, or augmenting the Services, creating additional functionality for Payfederate’s software platform that may be offered subject to separate fees as Services in the future and (solely with respect to derivatives of Customer Data that have been aggregated, deidentified or otherwise anonymized) for analytic, statistical, security, quality control or any other business or legal purpose, so long as such use does not compromise the confidentiality and security of Customer Data.
   • Suggestions. Payfederate shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Services.
5. PRIVACY AND SECURITY
   • Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Payfederate. If the parties have a DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data and the terms of the DPA will control in the event of any conflict with this Agreement.
   • Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms Form.
   • Payfederate will comply with the Security Policy, if any.
6. PAYMENTS AND TAXES
   • Fees. Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.
   • Invoicing Payment. For a Payment Process with invoicing, Payfederate will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.
   • Automatic Paymen For a Payment Process with automatic payment, Payfederate will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. In this case, Payfederate will make a copy of Customer’s bills or transaction history available to Customer.
   • Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Payfederate itemizes and includes in an invoice. However, Customer is not responsible for Payfederate’s income taxes.
   • Payment. Customer will pay Payfederate fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency, according to the Payment Process.
   • Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Payfederate about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.
7. CONFIDENTIALITY
   • Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.  Confidential Information of Customer shall include Customer Data; Confidential Information of Payfederate shall include the Services; and Confidential Information of each party shall include these Terms and all Statements of Work, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.  However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
   • Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.  Neither party shall disclose these Terms or any Statement of Work to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
   • Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
8. WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
   • Payfederate Warranties. Payfederate warrants that (i) it has the corporate authority to enter into this Agreement. For any breach of the warranty above, Customer’s exclusive remedy shall be as provided in the “Termination for Cause” section below.
   • Customer’s Warranties. Customer warrants that it has validly entered into these Terms and has the legal power to do so.If Customer is an organization, Customer warrants that it is authorized to enter into this Agreement and any Statement of Work on behalf of such organization, and all references to Customer reference the applicable entity.
   •  EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYFEDERATE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND DISCLAIMS ALL OTHER WARRANTIES, SUCH AS: (i) ANY WARRANTY THAT THE SERVICES SHALL BE ERROR-FREE OR UNINTERRUPTED, (ii) ANY WARRANTY ON MODIFICATIONS TO THE SOLUTION OR (iii) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
9. MUTUAL INDEMNIFICATION
   • Protection by Payfederate. Payfederate will indemnify, defend, and hold harmless Customer from and against all Payfederate Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Payfederate Covered Claims in an amount not to exceed $1,000,000 for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives Payfederate written notice of the Claim Against Customer, (b) gives Payfederate sole control of the defense and settlement of the Claim Against Customer (provided that Payfederate may not settle or defend any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) provides to Payfederate all reasonable assistance, at Payfederate’s expense. 

In the event of a Claim Against Customer, or if Payfederate reasonably believes the Services may infringe or misappropriate, Payfederate may in its discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, without breaching Payfederate’s warranties under “Payfederate Warranties” above, (ii) obtain a license for Customer’s continued use of the Services in accordance with these Terms, or (iii) terminate Customer’s subscriptions for such Services upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of such subscriptions after the effective date of termination.

• Protection by Customer. Customer will indemnify, defend, and hold harmless Payfederate from and against all Customer Covered Claims made by someone other than Payfederate or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claims; provided that Payfederate (a) promptly gives Customer written notice of the Claim Against Payfederate, (b) gives Customer sole control of the defense and settlement of the Claim Against Payfederate (provided that Customer may not settle or defend any Claim Against Payfederate unless it unconditionally releases Payfederate of all liability), and (c) provides to Customer all reasonable assistance, at Customer’s expense.
• Exclusions.
  1. Payfederate’s obligations as an Indemnifying Party will not apply to Payfederate Covered Claims that result from (i) modifications to the Product that were not authorized by Payfederate or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Payfederate; or (iv) use of an old version of the Product where a newer release would avoid the Payfederate Covered Claim.
  2. Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.
• Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.

10. LIMITATION OF LIABILITY
    • Limitation of Liability.
    • Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT WITH REGARDS TO CUSTOMER BREACH OF SECTION 2 OR SECTION 5 HERETO.  THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
    • No Third-Party Liability. Payfederate shall not be liable for any claims, demands, or actions made by any third party, including but not limited to the clients of Customer, if any, arising out of or related to the use of the Services and related Product.
11. TERM AND TERMINATION
    • Subscription Period. For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice date.
    • Termination for Cause. Payfederate may immediately terminate or suspend Customer access to the Services, any Customer Accounts and/or terminate these Terms in their entirety or any individual Statement of Work if: (i) Payfederate materially alters or discontinues the Services; (ii) Customer payment of Fees or other charges is in arrears; (iii) Customer breaches these Terms; (iv) Payfederate determines in its sole discretion that Customer use of the Services poses a risk to the availability, functionality or security of the Services; (v) Payfederate determines that Customer use of the Services may be unlawful; or (vi) Customer has ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or similar disposition of assets, or has become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceedings. Either party may terminate these Terms for cause (i) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) or if Payfederate materially alters or discontinues the Services.
    • Effect of Termination. Termination of the Agreement will automatically terminate all Order Forms. Upon expiration or termination, the Customer will no longer have any right to use the Product. Upon any termination of these Terms, (i) Customer shall pay any unpaid fees applicable to the remainder of the term in force and effect on the date of such termination, (ii) all Customer rights under these Terms immediately terminate and (iii) Customer remains responsible for all Fees and charges incurred up to and including the date of termination, as well as any expenses associated with collections, including legal fees.
    • Deletion of Customer Data. After thirty (30) days from any termination of these Terms, Payfederate shall have no obligation to maintain any Customer Data and shall thereafter, upon Customer’s request and unless legally prohibited, delete all non-anonymized Customer Data in Payfederate’s systems or otherwise in its possession or under its control.
    • Force Majeure. Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Payfederate will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer’s obligation to pay Fees accrued prior to termination.
    • Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights,” “Confidentiality,” “Warranties and Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Deletion of Customer Data,” “Surviving Provisions” and “General Provisions” shall survive any termination or expiration of these Terms.
12. GENERAL PROVISIONS
    • Export The Services, other Payfederate technology, and derivatives thereof may be subject to economic sanctions or export control laws and regulations of the United States and other jurisdictions.  Each of Payfederate and Customer represents that it is not named on any U.S. government denied-party list.  Customer shall not permit Users to access or use Services in a U.S.-embargoed country (currently Crimea, Cuba, the so-called Donesk People’s Republic, Iran, the so-called Luhansk People’s Republic, North Korea, or Syria) or in violation of any U.S. export controls, including those applicable to Russia.
    • Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a Payfederate employee or agent in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.  If Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify Payfederate’s Legal Department by email at [email protected].
    • Relationship of the Parties. The parties are independent contractors.  These Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
    • No Third-Party Beneficiaries.  There are no third-party beneficiaries to these Terms.
    • Except as otherwise specified in these Terms, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv), except for notices of termination or an indemnifiable claim (“Legal Notices”), the first business day after sending by email.  Notices to Payfederate shall be addressed to [email protected].  Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer, and Legal Notices to Customer shall be addressed to Customer and be clearly identified as Legal Notices. All other notices to Customer shall be addressed to the relevant Services system administrator designated by Customer.
    • No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. 
    • If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by  law, and the remaining provisions of these Terms shall remain in effect.
    • Amendment. This Agreement may be amended or modified at any time upon prior written agreement signed by both parties.
    • Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Payfederate.  Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    • Governing Law. These Terms, and any disputes arising out of or related hereto, shall be governed exclusively by the laws of Delaware, without regard to its conflicts of laws rules.
    • Venue; Waiver of Jury Trial. The state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms.
    • Entire Agreement. These Terms, including all exhibits and addenda hereto and all Statements of Work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.  To the extent of any conflict or inconsistency between the provisions in the body of these Terms and any Statement of Work, the terms of such Statement of Work shall prevail.  Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Statements of Work) shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void.
    • These Terms may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.

Payfederate:                                                                               Customer:

Authorized Signature                                                  Authorized Signature

Name                                                                        Name

Title                                                                          Title

Date                                                                          Date

Schedule 1

DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.  “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.   

“Customer” means the Person for whose benefit any User accesses or uses the Services.

“Customer Data” means all electronic data or information submitted by Customer to the Services, either explicitly or through integration or interaction of Customer databases, third party systems, and other software with the Services.

“Customer Covered Claims” means any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.2, Section 3.2 or Prohibited Actions.

“Documentation” means the usage manuals and instructional materials for the Services or Software that are made available by Payfederate

“Fees” means the applicable amounts described in an Order Form.

“Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.

“Framework Terms” means these Terms of Service, the Key Terms between Payfederate and Customer, and any policies and documents referenced in or attached to the Key Terms.

“GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.

“Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Order Form” mean the documents for placing orders hereunder that are entered into between Customer and Payfederate or any of its Affiliates from time to time, including addenda and supplements thereto.  By entering into a Order Form hereunder, an Affiliate agrees to be bound by the terms of these Terms as if it were an original party hereto.  Order Form shall be deemed incorporated herein by reference.

“Payfederate Covered Claims” means any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

“Person” means an individual, corporation, trust, partnership, limited liability company or partnership, joint venture, unincorporated organization, governmental authority or any agency or political subdivision thereof, or other entity.

“Product” means the Cloud Service, Software, and Documentation

“Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.

“Prohibited Actions” means to use the Services in connection with any fraudulent or illegal conduct, transaction, or business; “spam” others or “phish” for others’ personal information; post contact information, such as a business or personal email address, phone number or business or personal address; use the Services in a manner that is unlawful, abusive, harassing, defamatory, libelous, profane, threatening, invasive of a person’s privacy, violative of any third party proprietary rights, tortious, or is otherwise inappropriate; use the Services to transmit software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, limit, obtain unauthorized access to, or interfere with the proper function of the Services; take any action that imposes or may impose (as determined by Payfederate in its sole discretion) an unreasonable or disproportionately large load on Payfederate’s (or Payfederate’s third party providers’) infrastructure; use the Services for purposes of competitive analysis of the Services, the development of a competing product or service or any other purpose that is to Payfederate’s commercial disadvantage; interfere or attempt to interfere with the proper working of the Services; bypass, circumvent, or attempt to bypass or circumvent any measures Payfederate may use to prevent or restrict access to the Services any other accounts, computer systems, and networks connected thereto; frame or mirror any portion of the Services or incorporate any portion of the Services into any product or service; use meta tags or any other “hidden text” using any Payfederate trademark; remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Services, including any copy thereof; decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of the Services or make or attempt to make any modification to the Services, except to the limited extent applicable laws specifically prohibit such restriction; modify, translate or otherwise create derivative works of the Service; sell, resell, copy, rent, lease, loan, distribute, or charge any party for access to the Services; use or launch any automated system, including “robots,” “spiders,” or “offline readers,” to access the Services; act as an intermediary, aggregator, or service bureau in itself or on behalf of any third party; combine the Services or any part thereof with, or incorporate the Services or any part thereof in, any other programs.

“Services” means the specific products and services that are ordered by Customer under a Order Form and made available by Payfederate.

“Software” means the client-side software or applications made available by Payfederate for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.

“Subscription Period” means for each of the Services, the active term of the Order Form pursuant to which the Customer ordered such Services.

“Users” means individuals who are authorized by Customer to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by Customer (or by Payfederate at Customer’s request).  Users may include but are not limited to employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.