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INFORMATION OBTAINED IN CONNECTION WITH THE CLOVER SERVICE MAY
<br />BE SUBJECT TO LOCAL, STATE, AND/OR FEDERAL LAWS, RULES, AND
<br />REGULATIONS, (II) YOU ARE SOLELY RE SPONS -IBLE FOR KNOWING SUCH
<br />LAWS, RULES, AND REGULATIONS, AND (III) YOU WILL AT ALL TIME
<br />STRICTLY COMPLY WITH ALL SUCH LAWS, RULES, AND REGULATIONS.
<br />e) If TransArmor software is resident on your Device at the time we provide you with
<br />the Device and therefore part of the Clover Service, it will be used to perform such
<br />encryption and tokenization ("TransArmor Service") and the additional terms set
<br />forth in Section 38 apply. However you will only receive the applicable TransArmor
<br />service subscribed by you as set forth in the Application.
<br />f) You are responsible to provide and obtain any disclosures and consents related to
<br />the E -SIGN Act that may be required in connection with your communications and
<br />agreements with your Customers.
<br />41.5. Fees. You shall pay Processor the fees for Clover Service as set forth on the
<br />Application.
<br />41.6. Term and Termination. The Clover Service may be terminated at any time by
<br />either party upon thirty (30) days' written notice to the other party. Notwithstanding
<br />the foregoing sentence, upon as much advance notice as is commercially
<br />practicable, we may suspend or terminate the Clover Service if (a) we determine
<br />that you are using Clover Service for any fraudulent, illegal, or unauthorized
<br />purpose, (b) you violate the terms of this Section 41 or an Event of Default occurs
<br />under the Agreement, (c) we terminate our agreement with any third parties that are
<br />involved in providing the Clover Service, or (d) Processor otherwise decides to
<br />discontinue providing the Clover Service. You acknowledge and agree that an
<br />occurrence of (a) or (b) above may be deemed an Event of Default under the
<br />Agreement, thereby affording Processor and Bank all rights and remedies as set
<br />forth in the Agreement triggered by such an Event of Default, which may include
<br />immediate termination of the Agreement without notice.
<br />41.7. Third Party Services. The Clover Service may contain links to Third Party
<br />Services (e.g., an application marketplace). If you decide to use Third Party
<br />Services, you will be responsible for reviewing and understanding the terms and
<br />conditions associated with Third Party Services (including obtaining and maintaining
<br />any required third party hardware and /or software that is required for the Third
<br />Party Services to work with the Clover Service). Your access of any Third Party
<br />Services is at your own risk. Third Party Services are not governed by the terms and
<br />conditions of this Section 37 or the Agreement. ANY CONTENT DOWNLOADED
<br />OR OTHERWISE OBTAINED THROUGH THE USE OF THIRD PARTY SERVICES
<br />(E.G., APPLICATION MARKETPLACE AND ANY APPS AVAILABLE AT SUCH
<br />APPLICATION MARKETPLACE) IS DOWNLOADED AT YOUR OWN RISK.
<br />PROCESSOR WILL NOT BE RESPONSIBLE FOR ANY ACTIONS OR ANY
<br />FAILURES TO ACT OF ANY THIRD PARTY, AND PROCESSOR EXPRESSLY
<br />DISCLAIMS ANY LIABILITY RELATED TO ALL THIRD PARTY SERVICES.
<br />PROCESSOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
<br />RESPONSIBILITY FOR ANY THIRD PARTY SERVICE OR PRODUCT
<br />ADVERTISED OR OFFERED THROUGH THE CLOVER SERVICE OR ANY
<br />HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR
<br />OTHER ADVERTISING, AND PROCESSOR WILL NOT BE A PARTY TO OR IN
<br />ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF
<br />THIRD PARTY SERVICES OR PRODUCTS.
<br />41.8. Account Registration. We may require you to register and create a "Member"
<br />or "Merchant" account to use the Clover Service. If and when prompted by our
<br />registration process, you agree to (a) provide true, accurate, current and complete
<br />information about yourself and/or your business, and (b) maintain and update this
<br />information to keep it true, accurate, current and complete. If any information
<br />provided by you is untrue, inaccurate, not current or incomplete, we have the right to
<br />terminate your Clover Service account ("Account") and refuse any and all current or
<br />future use of the Clover Service.
<br />41.9. Privacy and Data Use. All data collected from you at www.clover.com or in
<br />connection with your use of the Clover Service, including Customer Information and
<br />information about your business and employees used with or stored in or by the
<br />Clover Services (collectively, "Account Data"), is collected by Clover and not
<br />Processor or Bank; therefore, the use and sharing of such Account Data is
<br />controlled by the Clover Privacy Policy (available at https://www.clover.com
<br />/privacy_policy). You acknowledge and agree that we may access your Account
<br />Data upon our request to Clover, and our use of your Account Data is governed by
<br />the terms set forth in the Agreement.
<br />41.10. Protecting Your Information. You are solely responsible for ensuring that
<br />your account numbers, passwords, security questions and answers, login details
<br />and any other security or access information used by you to use or access the
<br />Clover Service are kept safe and confidential. You must prevent unauthorized
<br />access to and use of any Account Data. You are responsible for all electronic
<br />communications sent to us or to any third party (including Clover) containing
<br />Account Data. When we receive communications containing Account Data, we
<br />assume you sent it to us. You must immediately notify us if you become aware of
<br />any loss, theft or unauthorized use of any Account Data. We reserve the right to
<br />deny you access to the Clover Service, in whole or in part, if we believe that any
<br />loss, theft or unauthorized use of any Account Data or access information has
<br />occurred.
<br />A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />41.11. Accuracy of Information. You af,Rs6WTr*i@h0RiK for ensuring the
<br />accuracy of all information and data regarding your business that you provide to us
<br />or our service providers in connection with the Clover Service (e.g., menus loaded
<br />onto the Device). In addition, you are solely responsible for verifying that all
<br />information and data loaded onto a Device by us or our service providers at your
<br />request are accurate prior to your business use of such Device. We and our service
<br />providers disclaim any and all liability arising out of any inaccuracies with respect to
<br />such information or data.
<br />41.12. Clover Service Disclaimer. USE OF THE CLOVER SERVICE OR ANY
<br />EQUIPMENT PROVIDED WITH THE CLOVER SERVICE IS AT YOUR OWN RISK.
<br />TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLOVER
<br />SERVICE IS PROVIDED "AS IS" AND PROCESSOR MAKES NO
<br />REPRESENTATIONS OR WAR -RANTIES OF ANY KIND (EXPRESS OR
<br />IMPLIED) WITH REGARD TO THE CLOVER SERVICE, INCLUDING, WITHOUT
<br />LIMITATION, WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS
<br />FOR A PARTICULAR PURPOSE OR NON -IN FRINGE -MENT, OR THAT THE
<br />CLOVER SERVICE WILL FUNCTION UNINTER RUPTED OR ERROR -FREE, OR
<br />THAT THE CLOVER SERVICE IS SECURE, FREE OF VIRUSES OR OTHER
<br />HARMFUL COMPONENTS OR THAT ANY DEFECTS OR ERRORS WILL BE
<br />CORRECTED.
<br />41.13. Indemnity. Without limiting your indemnification obligations in the
<br />Agreement, you agree to indemnify and hold us harmless from and against all
<br />losses, liabilities, damages, and expenses (including reasonable attorneys' fees)
<br />arising out of or relating to:
<br />a) Your failure to comply with all terms and conditions in this Section 41, including
<br />but not limited to the Clover Ops Guide;
<br />b) Your use of any Customer Information obtained in connection with your use of the
<br />Clover Service;
<br />c) The content or delivery of any marketing messages that you send or cause to be
<br />sent to any Customer phone number or email address collected through the use of
<br />the Clover Service; or
<br />d) Any other party's access and/or use of the Clover Service with your unique
<br />username, password, or other appropriate security code.
<br />41.14. Notices. We may provide notices and other information regarding the Clover
<br />Service to you via the method(s) described in the Agreement or in the E -Sign
<br />Consent Agreement set forth below.
<br />41.15. Amendment. We have the right to change or add to the terms of this Section
<br />41 at any time, and to change, delete, discontinue, or impose conditions on any
<br />feature or aspect of the Clover Service with notice provided to you as set forth in
<br />subsection 41.14 above. Any use of the Clover Service after our publication of any
<br />such changes shall constitute your acceptance of this Agreement as modified.
<br />41.16. Ideas. You may choose or we may invite you to submit comments or ideas
<br />about the Clover Service, including, without limitation, about how to improve the
<br />Clover Service ("Ideas"). By submitting any Idea, you agree that: (a) we expressly
<br />disclaim any confidentiality obligations or use restrictions, express or implied, with
<br />respect to any Idea,(b) your submission will be non -confidential, and (c) we are free
<br />to use and disclose any Idea on an unrestricted basis without notifying or
<br />compensating you. You release us from all liability and obligations that may arise
<br />from our receipt, review, use or disclosure of any portion of any Idea.
<br />41.17. Third Party Beneficiaries. Processor's Affiliates and any Persons Processor
<br />uses in providing the Clover Service are intended third party beneficiaries of this
<br />Section 41, and each of them may enforce its provisions as if it was a party hereto.
<br />Except as expressly provided in this subsection 41.17, nothing in this Section 41 is
<br />intended to confer upon anyPersons any rights or remedies, and the parties do not
<br />intend for any Persons to be third -party beneficiaries of this Section 41.
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