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Organization Rule. You must also ensure that all third parties and software that you
<br />use for payment processing comply with the PCI DSS.
<br />C) You must deploy Data Protection (including implementing any upgrades to such
<br />service within a commercially reasonable period of time after receipt of such
<br />upgrades) throughout your systems including replacing existing Card numbers on
<br />your systems with Tokens. Full Card numbers must never be retained, whether in
<br />electronic form or hard copy.
<br />d) You must use the Token in lieu of the Card number for ALL activities subsequent
<br />to receipt of the authorization response including, settlement processing, retrieval
<br />processing, chargeback and adjustment processing and transaction reviews.
<br />e) If you send or receive batch files containing completed Card transaction
<br />information to/from us, you must use the service provided by us to enable such files
<br />to contain only Tokens or truncated information.
<br />f) You must use truncated report viewing and data extract creation within reporting
<br />tools provided by us.
<br />g) You are required to follow rules or procedures we may provide to you from time
<br />to time regarding your use of Data Protection. We will provide you with advance
<br />written notice of any such rules or procedures or changes to such rules or
<br />procedures.
<br />h) You will use only unaltered version(s) of Data Protection and will not use, operate
<br />or combine Data Protection or any related software, materials or documentation, or
<br />any derivative works thereof with other products, materials or services in a manner
<br />inconsistent with the uses contemplated in this section.
<br />1) You will promptly notify. us of a breach of any these terms.
<br />38.5. Tokenization Limited Warranty.. Subject to the terms of this Agreement, we
<br />(i) warrant that each token returned to you through Data Protection cannot be used
<br />to initiate a financial sale transaction by an unauthorized entity/person outside your
<br />point of sale systems and facilities where you process and /or store transaction data
<br />(the "Limited Warranty"); and (ii) agree to indemnify and hold you harmless from
<br />direct damages, including third party claims, resulting from our breach of the Limited
<br />Warranty. This express remedy for our breach of the Limited Warranty constitutes
<br />our entire liability and your sole and exclusive remedy for our breach of the Limited
<br />Warranty.
<br />The Limited Warranty is void if (a) you use Data Protection in a manner not
<br />contemplated by, or you are otherwise in violation of, this Agreement or any other
<br />agreement relating to Cards eligible for Data Protection; (b) you are grossly
<br />negligent or engage in intentional misconduct; or (c) you no longer have a
<br />processing relationship with us.
<br />38.6. Disclaimer; Clover Security Plus Does Not Guarantee Compliance or Security.
<br />38.6.1. USE OF CLOVER SECURITY PLUS, SOFTWARE OR ANY EQUIPMENT
<br />(INCLUDING ANY SERVICES, SOFTWARE OR EQUIPMENT PROVIDED BY OR
<br />THROUGH A THIRD PARTY) IS AT YOUR OWN RISK AND TO THE MAXIMUM
<br />EXTENT PERMITTED BY APPLICABLE LAW THE CLOVER SECURITY PLUS,
<br />EQUIPMENT AND ANY SOFTWARE IS PROVIDED "AS IS" AND WE DISCLAIM
<br />ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO
<br />YOU OR ANY OTHER PERSON, INCLUDING ANY WARRANTIES REGARDING
<br />QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br />PURPOSE OR THAT THE CLOVER SECURITY PLUS, EQUIPMENT OR ANY
<br />SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT
<br />THE CLOVER SECURITY PLUS, EQUIPMENT OR SOFTWARE ARE SECURE,
<br />FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR DO NOT
<br />INFRINGE THE RIGHTS OF ANY PERSON.
<br />38.6.2. YOU MUST COMPLY WITH ALL RULES OR PROCEDURES RELATING
<br />TO CLOVER SECURITY PLUS (OR ANY COMPONENT OF CLOVER SECURITY
<br />PLUS) THAT WE GIVE YOU FROM TIME TO TIME. YOU MUST ALSO
<br />IMPLEMENT ALL UPDATES TO CLOVER SECURITY PLUS WITHIN A
<br />REASONABLE PERIOD OF TIME AFTER YOU RECEIVE THEM. YOU ARE
<br />SOLELY . RESPONSIBLE FOR BACKING UP AND/OR OTHERWISE
<br />PROTECTING YOUR DATA, SYSTEMS, AND'SERVICE.
<br />38.6.3. Use of Clover Security Plus does not (a) guarantee. compliance with any
<br />laws; Rules; or applicable standards (including the PCI DSS), (b) affect your
<br />obligation to comply with laws, Rules, and applicable standards (including the PCI
<br />DSS), or (c) guarantee protection against a -Data Incident. Your use of Clover
<br />Security Plus involves inherent risks, including system performance, availability, and
<br />data corruption. We make no promise, and disclaim all warranties of any kind, that
<br />the use of Clover Security Plus will detect all vulnerabilities on your system, or that
<br />our vulnerability assessments, suggested solutions, information, or advice is error -
<br />free or complete.
<br />38.7. Intellectual Property Rights.
<br />38.7.1. All right, title, and interest in and to all confidential information and
<br />intellectual property related to the Clover Security Plus (including the Marks, all
<br />Software , the content of any materials, web screens, layouts, processing
<br />techniques, procedures, algorithms, and methods and any updates, changes,
<br />alterations, or modifications to or derivative works from such intellectual property),
<br />owned, developed or licensed by us prior to, during the term of, or after this
<br />Agreement, or employed by us in connection with the Clover Security Plus, shall be
<br />and remain, as among the Parties or our Affiliates', our vendors' or our licensors' (as
<br />applicable) sole and exclusive property, and all right, title and interest associated
<br />with the Clover Security Plus, Equipment and Software not expressly granted by us
<br />in this Agreement are deemed withheld. You may not use our Marks in any manner,
<br />including in any advertisements, displays, or press releases, without our prior written
<br />consent.
<br />A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />u 38.7.2. You may not, nor may you permit a 4hW14 t(eiIA% of the following:
<br />(a) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct
<br />or discover by any means any source code, underlying ideas or algorithms of the
<br />Clover Security Plus, Software or Equipment (or any part), except to the extent that
<br />such restriction is expressly prohibited by law; (b) modify, translate, or alter in any
<br />manner, the Clover Security Plus, Software or Equipment (or any part) or the Marks;
<br />(c) create derivative works of or based on the Clover Security Plus (or any part),
<br />Software or the Marks; (d) except for backup and archival purposes, directly or
<br />indirectly copy the Clover Security Plus or any Software (or any part); (e) republish,
<br />upload, post, transmit, disclose, or distribute (in any format) the Clover Security Plus
<br />or Software (or any part) except as permitted in this Agreement; or (f) remove,
<br />relocate, or otherwise alter any proprietary rights notices from the Clover Security
<br />Plus, Software or Documentation (or any part) or the Marks.
<br />38.7.3. If we provide you with copies of or access to any Software or
<br />Documentation, unless otherwise expressly stated in writing, that Software and
<br />Documentation is provided on a personal, non-exclusive, non -transferable, non -
<br />assignable, revocable limited license for the period of your subscription to the
<br />applicable Clover Security Plus service and solely for you to access and use the
<br />Software and Documentation to receive the relevant Clover Security Plus service for
<br />its intended purpose on systems owned or licensed by you. Software can only be
<br />used with certain computer operating systems and it is your responsibility to ensure
<br />that you have the appropriate hardware and software to use the Software.
<br />38.7.4. You shall not take any action inconsistent with the stated title and ownership
<br />in this Section 38. You will not file any action, in any forum that challenges the
<br />ownership of any part of the Clover Security Plus or any software, materials or
<br />Documentation. Failure to comply with this provision will .constitute a material breach
<br />of this Agreemerrt. We have the right to immediately terminate your access to and
<br />use of the Clover Security Plus in the event of a challenge by you.
<br />38.7.5. If you are acquiring any of the Clover Security Plus services on behalf of any
<br />part of the United States Government (Government): any use, duplication, or
<br />disclosure by the Government is subject to the restrictions set forth in
<br />subparagraphs (a) through (d) of the Commercial Computer Software -Restricted
<br />Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the
<br />Rights in Technical Data and Computer Software clause at DFARS 252.227-7013,
<br />and in similar clauses in the NASA FAR Supplement; (b) we are the contractor
<br />/manufacturer, with the address set forth in this Agreement; and (c) any use,
<br />modification, reproduction, release, performance, display or disclosure of Clover
<br />Security Plus and /or the accompanying documentation by the Government or any
<br />of its agencies shall be governed solely by the terms of this Agreement and shall be
<br />prohibited except to the extent expressly permitted by this Agreement.
<br />38.8. Software Updates, Maintenance and Changes.
<br />38.8.1. We may perform maintenance on Software or Clover Security Plus which
<br />may result in service interruptions, delays, or errors. We will not be liable for any
<br />such interruptions, delays, errors, or bugs. You agree that we may contact you in
<br />order to assist you with the Software or Services and obtain information needed to
<br />identify and fix any errors. We may, at our discretion, release enhancements,
<br />improvements or other updates to any Software, or otherwise make any changes to
<br />the Clover Security Plus (or any part).
<br />38.8.2. You acknowledge and understand that certain Software can automatically
<br />install, download, and /or deploy updated and /or new components, which may
<br />include a new version of the Software itself. You shall not, in any event or in any
<br />manner, impede the update process. You agree to assume full responsibility and
<br />indemnify us for all damages and losses, of any nature, for all adverse results or
<br />third party claims arising from your impeding the update process.
<br />38.9. Accessing Services via the Internet or third parties. You agree that we shall
<br />not be liable to you for any claims, damages, losses, obligations, costs or expenses
<br />or other liability arising directly or indirectly from or otherwise concerning (a) any
<br />termination, suspension,delay or disruption of service (including billing for a service).
<br />by the internet, any common carrier or any third party service provider; (b) any
<br />failure, disruption or malfunction of the Clover Security Plus, the Internet, or any
<br />communications network, facility or equipment beyond our or a third party's
<br />reasonable control, whether or not attributable to one or more common carriers; or
<br />(d) any failure to transmit, obtain or collect data or for human, machine or software
<br />errors or faulty or erroneous input by you.
<br />38.10. Access and Use of Services.
<br />38.10.1. Unless we otherwise agree in writing, .the Clover Security Plus shall be for
<br />your internal business use in the United States and US territories or possessions
<br />only.
<br />38.10.2. You shall not and shall not permit any third party to: (a) access or attempt
<br />to access any of the Clover Security Plus service that is not intended to be available
<br />to you;
<br />(b) access or use (in any format) the Clover Security Plus (or any part) through any
<br />time- sharing service, service bureau, network, consortium, or other means; (c)
<br />without our advanced written consent, use, ship or access TransArmor (or any part)
<br />outside or from outside of the United States; (d) perform or attempt to perform any
<br />actions that would interfere with the proper working of any part of the Clover
<br />Security Plus, prevent access to or use of any of the Clover Security Plus by other
<br />users, or in our reasonable judgment, impose a large load on our infrastructure,
<br />network capability or bandwidth; or (e) use the Clover Security Plus (or any part)
<br />except as permitted in this Agreement.
<br />38.10.3. We have the right to rely on user names, password and other sign on
<br />credentials/access controls for the Clover Security Plus or any Software (including
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