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k. accept a Card issued by a U.S. Issuer to collect or refinance an existing debt, unless expressly authorized by, and in
<br />full compliance with, Operating Regulations;
<br />1. request or use a Card account number for any purpose other than as payment for its goods or services; and
<br />in. add any tax to transactions, unless applicable law expressly requires that a Merchant be permitted to impose a tax. In
<br />such event, any tax amount, if allowed, must be included in the transaction amount and not collected separately.
<br />n. If applicable, Merchant will provide Provider with a copy of its annual PCI Attestation of Compliance (AOC) and/or
<br />PCI Self -Assessment Questionnaire (SAQ) (as applicable based on PCI DSS qualifications) annually.
<br />2.3. American Express. If Merchant chooses to accept American Express, then Merchant agrees to the terms and conditions set
<br />forth below.
<br />i. Processing Restrictions. Merchant is prohibited from processing Transactions or receiving payments on behalf of, or (unless
<br />required by law) re -directing payments to any other party.
<br />ii. Third Party Beneficiary Rights.
<br />a. Merchant confers on American Express the beneficiary rights, but not obligations, to the Agreement and, as such,
<br />American Express has the express right to enforce the terms of the Agreement against the Merchant.
<br />b. Merchant warrants that it does not hold third party beneficiary rights to any agreements between Provider and
<br />American Express and at no time will attempt to enforce any such agreements against American Express.
<br />iii. American Express Liability. MERCHANT ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL
<br />AMERICAN EXPRESS, ITS AFFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO MERCHANT
<br />FOR ANY DAMAGES, LOSSES, OR COSTS INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE,
<br />CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON
<br />CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES,
<br />REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT.
<br />iv. The American Express Merchant Operating Guide may be viewed at: www.americanexpress.com/merchantopguide
<br />2.4. PayPal. If Merchant chooses to accept PayPal, then Merchant authorizes and directs Provider to:
<br />i. establish a PayPal account for and on behalf of Merchant ("Merchant's PayPal Account");
<br />ii. authorize and direct PayPal to deposit Payments from Customers to Merchant via PayPal ("PayPal Payments") into the
<br />Merchant's PayPal Account;
<br />iii. authorize and direct PayPal to link Merchant's PayPal Account to Merchant's bank account described below ("Merchant's
<br />Bank Account");
<br />iv. authorize and direct PayPal to regularly sweep funds from the Merchant's PayPal Account to Merchant's Bank Account; and
<br />V. administer and manage the Merchant's PayPal Account, including receipt of any PayPal notices in connection with each
<br />account.
<br />Provider believes that, pursuant to its contract with PayPal as outlined above, Provider does not receive, transfer and/or transmit funds.
<br />Rather, funds flow from Customers to PayPal, and then from PayPal to Merchant.
<br />If, however, any governmental entity asserts that Provider does receive, transfer and/or transmit funds, then:
<br />i. Merchant hereby appoints Provider as its lawful agent to receive and process PayPal Payments; and
<br />ii. Merchant acknowledges and agrees that, with respect to the payor, payment to Provider constitutes delivery of such payment
<br />to Merchant; and, as such, Merchant will not hold the Customer responsible for Provider's failure to deliver payment, but
<br />rather Merchant will seek redress only from Provider.
<br />2.5. Exclusivity. Merchant will not accept credit card or other Electronic Payments through a similar E -Payment System for
<br />Payments from Customers for the services listed in the SOW hereto other than through Provider without the prior written consent of
<br />Provider.
<br />2.6. Compliance with Law. Each party will comply, at such party's own expense, with all laws, policies, guidelines, regulations,
<br />ordinances, orders, and rules of all governmental authorities and/or regulatory bodies having jurisdiction over such party and/or the
<br />subject matter of this Agreement, including, without limitation, the rules promulgated by the Credit Card Payment Networks, the
<br />Payment Card Industry (PCI) Data Security Standard, Visa Cardholder Information Security Program (CISP), the MasterCard Site Data
<br />Protection Program (SDP), and the Federal Trade Commission. Provider shall comply with applicable laws and regulations governing
<br />electronic check processing, check conversion, and/or the initiation of preauthorized electronic debit entries, including but not limited
<br />to the Electronic Fund Transfer Act of 1978, Federal Reserve Regulation E, the Electronic Signatures in Global and National Commerce
<br />Act, and all FTC and NACHA rules and regulations. Merchant may be responsible for any fines and/or penalties related to ACH
<br />notifications of change (NOC) and/or electronic check return cancellations that are not remedied in accordance with the NACHA Rules.
<br />2.7. Nondisclosure. Each party agrees to keep confidential and to use only for purposes of performing under this Agreement, any
<br />proprietary or confidential information of the other party disclosed pursuant to this Agreement which is appropriately marked as
<br />confidential or which could reasonably be considered of a proprietary or confidential nature ("Confidential Information"), and, except
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