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as otherwise permitted by this Agreement, the terms of this Agreement and all negotiations relating thereto (but not the existence of this
<br />Agreement generally). The obligation of confidentiality does not apply to information which is required by law to be disclosed (including
<br />public right -to -know laws), which is publicly available through authorized disclosure, is known by the receiving party at the time of
<br />disclosure, or is rightfully obtained from a third party that has the right to disclose it. All Confidential Information will remain the
<br />property of the disclosing party.
<br />2.8. Privacy and Security. Merchant is solely responsible for the security of data residing on servers owned or operated by
<br />Merchant and all third parties (other than Provider) designated by Merchant (e.g., a Web hosting Merchant, processor and other service
<br />providers), and for data transmitted to Provider. Merchant will not use, disclose, sell, and/or disseminate any cardholder information
<br />obtained in connection with a Payment (including the names, addresses and card account numbers of cardholders) except for purposes
<br />of authorizing, completing, and settling a Payment and resolving any Chargebacks, retrieval requests, or similar issues involving a
<br />Payment, other than pursuant to a court or governmental agency request, subpoena, or order. Merchant will use proper controls for and
<br />limit access to, and render unreadable prior to discarding, all records containing card account numbers and card imprints. Merchant
<br />agrees that it will comply with all Provider security protocols and security advisories in effect during the Term. Merchant is responsible
<br />for verifying the accuracy and completeness of all Payments submitted and processed by Provider associated with Merchant's account
<br />and verifying that all corresponding funds are accurately processed.
<br />2.9. System Breach. Merchant warrants that Merchant has taken such precautions as are necessary to ensure that Merchant server
<br />and electronic systems are secure from breach or intrusion by unauthorized third parties. In the event that Merchant system is breached,
<br />or is suspected of having been breached, and an unauthorized third party has access to or has accessed end-user data or Payment data,
<br />Merchant will notify Provider promptly of such breach and will take such precautions as may be necessary to prevent such breaches
<br />from occurring in the future.
<br />2.10. Specific Prohibitions. Notwithstanding anything contrary in this Agreement, Merchant will not:
<br />i. rent, lease, assign, sublicense, transfer, distribute, allow access to, and/or time share the E -Payment System to or with any
<br />third party;
<br />ii. disassemble, decompile, decrypt, extract, reverse engineer and/or modify the E -Payment System, or otherwise apply any
<br />procedure or process to the E -Payment System in order to ascertain, derive, and/or appropriate for any reason or purpose the
<br />source code or source listings for the E -Payment System or any algorithm, process, procedure, or other information contained
<br />in the E -Payment System;
<br />iii. distribute, facilitate, enable or allow access or linking to the E -Payment System in any manner deemed by Provider in its sole
<br />and absolute discretion to be objectionable or harmful to the business and/or reputation of Provider and/or for any unlawful,
<br />illegal, pornographic, and/or injurious purpose;
<br />iv. make any use of the E -Payment System that impairs the functionality of the E -Payment System;
<br />V. make use of the E -Payment System in any way, other than in accordance with this Agreement or as otherwise instructed by
<br />Provider in writing;
<br />vi. use the E -Payment System, either directly or indirectly, to develop any product or service that competes with the products
<br />and/or services provided by Provider;
<br />vii. make any copies of the E -Payment System;
<br />viii. circumvent or attempt to circumvent any applicable security measures of the E -Payment System;
<br />ix. attempt to access or actually access portions of any Provider systems and/or software not authorized for Merchant's use; and/or
<br />X. use the E -Payment System in any manner, or in furtherance of any activity that may cause Provider to be subject to
<br />investigation, prosecution, and/or legal action.
<br />2.11. Intellectual Property. Provider represents that it owns, licenses or has the right to use and will retain during the Term all
<br />proprietary rights in and to the E -Payment System and related materials that Provider may use in connection with implementation and
<br />operation of the E -Payment System. Merchant acknowledges that, as between Merchant and Provider, Provider owns, licenses and/or
<br />has the right to use, all right, title and interest, including without limitation any and all rights existing under patent law, copyright law,
<br />moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other
<br />proprietary rights in and to all of the intellectual property developed, owned, used and/or licensed by Provider in connection with its
<br />performance under this Agreement, including the E -Payment System (the "Provider IP") and that Merchant will not acquire any right,
<br />title, or interest in or to the Provider IP, including the E -Payment System. There are no implied licenses granted under this Agreement,
<br />and any rights not expressly granted to Merchant hereunder are reserved by Provider. Merchant will not take any action inconsistent
<br />with Provider's property rights in and to the E -Payment System, and/or any other intellectual property right of Provider.
<br />Payment Processing Services Statement of Work: nCourt, LLC & Indian River County -Solid Waste Disposal District I Page 11 of 14
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