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Paymentus <br />4.4 Merchant Account <br />Paymentus will arrange for the Client to have <br />a merchant account with the Paymentus Authorized <br />Processor for processing and settlement of the credit <br />card transactions. <br />4.5 Card Authorization <br />For authorization purposes, Paymentus will <br />electronically transmit all Card transactions to the <br />appropriate card associations in real time as the <br />transactions occur. <br />4.6 Settlement <br />Paymentus together with its authorized Card <br />processor shall forward the payment transactions to <br />the appropriate card organizations for settlement <br />directly to the Client's depository bank account <br />previously designated by the Client (hereinafter the <br />"Client Bank Account"). <br />Paymentus will debit the Paymentus Service Fees <br />from Client's account on a monthly basis. <br />Paymentus together with Paymentus Authorized <br />Processor will continuously review its settlement and <br />direct debit processes for its simplicity and <br />efficiencies. Client and Paymentus agree to fully co- <br />operate with each other if Paymentus were to change <br />its settlement and invoicing processes. <br />5 General Conditions of Services <br />5.1 Service Reports <br />Paymentus shall provide Client with reports <br />summarizing use of the Services by Users for a given <br />reporting period. <br />5.2 User Adoption Communication by Client <br />Client will make Paymentus' Services <br />available to its residential and commercial Clients by <br />different means of Client communication including a) <br />through bills, invoices and other notices; b) by <br />providing IVR and Web payment details on the <br />Client's website including a "Pay Now" or similar link <br />on a mutually agreed prominent place on the web site; <br />c) through Client's general IVR/Phone system; and d) <br />other channels deemed appropriate by the Client. <br />Paymentus shall provide Client with logos, graphics <br />and other marketing materials for Client's use in its <br />communications with its users regarding the Services <br />and/or Paymentus. <br />Master Services Agreement — Absorbed <br />Confidential & Proprietary <br />Both parties agree that Paymentus will be presented <br />as a payment method option. Client will communicate <br />Paymentus option to its end residential and <br />commercial Clients wherever Client usually <br />communicates its other payment methods. <br />5.3 Independent Contractor <br />Client and Paymentus agree and understand <br />that the relationship between both parties is that of an <br />independent contractor. <br />5.4 Client's Responsibilities <br />In order for Paymentus to provide Services <br />outlined in this Agreement, the Client shall co-operate <br />with Paymentus by: <br />(i) Client will enter into all applicable merchant <br />Card or cash management agreements. <br />(ii) For the duration of this Agreement, Client will <br />keep a bill payment link connecting to Paymentus <br />System at a prominent and mutually agreed location <br />on the Client website. The phone number for the IVR <br />payment will also be added to the web site. Client will <br />also add the IVR payment option as part of the <br />Client's general phone system. <br />(iii) User Adoption marketing as described in 5.2. <br />(iv) Within 120 days of the merchant account <br />setup, Client will launch the service to the Users. <br />(v) For the purpose of providing Client a posting <br />file for posting to Client's billing system, Client will <br />provide the file format specification currently used to <br />post its payments to the billing system. Client will fully <br />cooperate with Paymentus and provide the <br />information required to integrate with Client's billing <br />system. <br />6 Governing Laws <br />This Agreement shall be governed by the <br />laws of the state of Florida. <br />7 Communications <br />7.1 Authorized Representative <br />Each party shall designate an individual to <br />act as a representative for the respective party, with <br />the authority to transmit instructions and receive <br />Page 4 of 8 <br />100205 <br />