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8.3. Binding Upon Successors and Permitted Assigns. This Agreement will be binding upon and inure to the benefit of the parties,
<br />their successors and permitted assigns. Neither this Agreement nor any right, license, privilege or obligation provided herein may be
<br />assigned or transferred by a party without the other party's prior written consent, which consent will not be unreasonably withheld, and
<br />any attempted assignment or transfer without such consent is void; provided, however, that each party may, without the consent of the
<br />other party, assign this Agreement (and its rights hereunder) in connection with any reorganization, consolidation, merger, sale of stock,
<br />sale of substantially all assets and/or similar type of transaction(s), if the successor in interest to such assigning party assumes the
<br />obligations of the assigning party under this Agreement in writing, is properly licensed to conduct the business contemplated hereunder,
<br />and otherwise agrees to be bound by all of the terms of this Agreement.
<br />8.4. Relationship of Parties. The relationship of Provider to Merchant under this Agreement will be that of an independent
<br />contractor and nothing contained in this Agreement will create or imply an agency relationship between Merchant and Provider, nor
<br />will this Agreement be deemed to constitute a joint venture or partnership between Merchant and Provider.
<br />8.5. Limited Agent. Notwithstanding anything to the contrary in this Agreement, Merchant hereby appoints Provider as its lawful
<br />agent to receive and process Payments and acknowledges and agrees that: (a) a Customer payment to Provider constitutes delivery of
<br />such payment to Merchant; and (b) Merchant will not hold Customer responsible for Provider's failure to deliver payment, but rather
<br />Merchant will seek redress only from Provider.
<br />8.6. Notices. All notices required or permitted under the Agreement will be in writing and sent to the other party at the address
<br />specified on the signature page below or to such other address as either party may substitute from time to time by written notice to the
<br />other and will be deemed validly given upon receipt of such notice given by mail (postage prepaid), electronic mail, or personal or
<br />courier delivery to such address.
<br />8.7. Captions and Headings. The captions and headings appearing in this Agreement are for reference only and will not be
<br />considered in construing this Agreement.
<br />8.8. Waiver. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party
<br />against whom such waiver is sought to be enforced.
<br />8.9. Severability. If any provision of this Agreement, or the application thereof, is found invalid or unenforceable, that provision
<br />will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement
<br />will remain in full force.
<br />8.10. Publicity. The parties agree that they will not use the other party's name, trademark or service mark, or the existence of the
<br />contractual relationship in any press release, marketing, promotional, advertising, or any other materials without the other party's prior
<br />written consent.
<br />8.11. Amendment and Changes. This Agreement or any provision hereof may not be changed, amended, supplemented, discharged,
<br />terminated, or otherwise altered except by a statement in writing signed by the party against whom enforcement of same is sought.
<br />8.12. Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires,
<br />telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or suppliers,
<br />acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this clause will affect or
<br />excuse a party's liabilities and obligations for Disputed Amounts.
<br />8.13. Entire Agreement. This Agreement, including the SOW and Merchant Services Agreement for Sub -Merchants, contains the
<br />entire understanding and agreement between the parties with respect to its subject matter, superseding all prior or contemporaneous
<br />representations, understandings, and any other oral or written agreements between the parties with respect to such subject matter.
<br />8.14. Facsimile Signature and Counterparts. An SOW or Amendment to this Agreement may be executed by exchange of
<br />signature pages by facsimile, e-mail and in any number of counterparts, each of which will be an original as against any party whose
<br />signature appears thereon and all of which together will constitute one and the same instrument.
<br />8.15. E -Verify Registration. Provider is registered with and will use the Department of Homeland Security's E -Verify system
<br />(www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required
<br />by Section 448.095, F.S. Contractor is also responsible for obtaining proof of E -Verify registration and utilization for all subcontractors
<br />Payment Processing Services Statement of'Work: nCourt, LLC & Indian River County -Solid Waste Disposal District I Page 14 of 14
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