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8. INTELLECTUAL PROPERTY. In order that Agency may promote the Services and OPC's role in providing the
<br /> Services, OPC grants to Agency a revocable, non exclusive, non transferable, royalty -free license to use OPC's logo,
<br /> trademarks and other service marks (the "OPC Marks for such purpose only, in a form as approved by OPC. Agency
<br /> does not have any other right, title, license or interest, express or implied, in and to any object code, software, hardware,
<br /> OPC Marks, service mark, trade name, trade dress, formula, OPC System, know -how, telephone number, telephone line,
<br /> domain name, URL, copyrighted image, text, script (including, without limitation, IVR or the OPC Website scripts) or other
<br /> intellectual property right of OPC (collectively "OPC Intellectual Property All such OPC Intellectual Property, and all
<br /> rights and title therein (other than rights expressly granted in this Agreement) are owned exclusively by OPC. Agency's
<br /> license to use any OPC Marks shall terminate upon the earlier of (a) the effective date of termination or expiration of this
<br /> Agreement, or (b) immediately, in the event of any breach of this section of the Agreement by Agency. Agency will not
<br /> utilize any OPC Intellectual Property in any manner that would diminish its value or harm the reputation of OPC. Agency
<br /> agrees that any use of the OPC Marks will conform to reasonable standards of acceptable use specified by OPC.
<br /> 9. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.
<br /> The parties shall comply with all applicable laws, rules and regulations of federal, state and local governmental authorities
<br /> and governing industry associations, including without limitation, Federal Reserve Regulation E (12 C.F.R. Part 205), the
<br /> rules of the NACHA, the Card company rules and regulations, and all applicable privacy laws and regulations, all of which
<br /> are incorporated herein by reference and made a part of this Agreement as if set forth in full herein. OPC may from time
<br /> to time establish reasonable rules, regulations and operational guidelines with respect to use of the Services by Agency,
<br /> and Agency agrees to be bound by and comply with such rules, regulations and guidelines thirty (30) days after delivery
<br /> thereof to Agency, unless immediate compliance is required by law or regulation or otherwise agreed upon in writing by
<br /> the parties.
<br /> 10. WARRANTY AND DISCLAIMER.
<br /> 10.1 Warrantv. Each party represents and warrants that it has the full legal right, authority and power to enter into this
<br /> Agreement and perform its obligations hereunder and that the person who signs the Agreement for each party has full
<br /> authorization to bind the respective party. Agency shall provide to OPC the standard set up form for electronic check
<br /> transactions "Agency Set Up Form and deposit instruction form for Card transactions "Electronic Deposit Instructions
<br /> within ten (10) days of full execution of this Agreement. Agency represents and warrants to OPC that all information
<br /> provided in such form is current, correct and complete. Agency agrees to notify OPC in writing of any changes to such
<br /> Agency information within ten (10) days of such change.
<br /> 10.2. Disclaimer. OPC and its Suppliers are providers of the Services, not insurers, and as such, Agency
<br /> acknowledges that electronic payment transactions and data processing involves the inherent risk of human and machine
<br /> errors, omissions, delays and losses including inadvertent loss or misstatement of data. OPC and its Suppliers do not,
<br /> and cannot, control the flow of data to or from the OPC System, which depends in large part on the Internet and third
<br /> parties, including without limitation connectivity /access providers. Accordingly, neither OPC nor its Suppliers warrant that
<br /> the Services will be error free, uninterrupted, and secure or virus free, and OPC and its Suppliers disclaim liability
<br /> resulting from or related to such events. Except as expressly provided for herein, the Services are provided "AS IS" and
<br /> "AS AVAILABLE and OPC and its Suppliers make no other representations or warranties of any kind whatsoever,
<br /> whether express or implied, by operation of law or otherwise, including, without limitation, any implied or statutory
<br /> warranties of merchantability or fitness for particular purpose.
<br /> 11. INDEMNIFICATION. The parties shall indemnify, defend, and hold each other harmless from any and all claims
<br /> and suits for any loses, damages, or costs arising therefrom, including reasonable attorney's fees, alleged or asserted by a
<br /> third party to the extent arising from the indemnifying party's gross negligence or willful misconduct which results in (i) bodily
<br /> injury, sickness, disease or death or (ii) any loss, damage or destruction of personal tangible property. This obligation is
<br /> further conditioned on the indemnifying party receiving from the other party prompt written notification of any such claim and
<br /> the other party cooperating fully with the indemnifying party in the defense of any such action.
<br /> 12. LIMITATION OF LIABILITY. OPC OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL,
<br /> PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS,
<br /> REVENUE, DATA OR DAMAGES FROM LOSS OFUSE OR DELAY, ARISING OUT OF OR IN CONNECTION WITH
<br /> THIS AGREEMENT, HOWEVER ARISING UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE,
<br /> CONTRACT, STRICT LIABILITY OR UNDER STATUTE), EVEN IF OPC HAS BEEN INFORMED IN ADVANCE OF THE
<br /> POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. OPC'S TOTAL AGGREGATE LIABILITY FOR
<br /> DAMAGES FOR ANY ACTION ASSOCIATED WITH THIS AGREEMENT OR THE SERVICES PROVIDED SHALL IN NO
<br /> EVENT EXCEED THE AMOUNT OF THE CONVENIENCE FEE PAID TO OPC IN CONNECTION WITH THE
<br /> PARTICULAR PAYMENT TRANSACTION GIVING RISE TO DAMAGES HEREUNDER. The foregoing limitation of
<br /> liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
<br /> Agency acknowledges that without its agreement to the limitations contained herein, OPC would be compensated
<br /> OPC Proprietary and Confidential Page 6 513012007
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