Due to circumstances beyond the control of Us, particularly delays in handling and posting Bill Payments by the Payee or financial institutions, some Bill Payment transactions may take longer to be credited to your account. We will bear no responsibility for any late payment related charges due to the actions of others or that are outside of our direct control. You agree that this Website is being offered as a service only. You acknowledge and agree that We will take commercially reasonable steps to ensure the validity of each check you enter into/through Our Website. We do not guarantee funds and if funds are not available when processed through your financial institution it is your sole responsibility to collect said funds. In addition, We do not guaranty that once funds have been verified that the status of your client’s bank/financing account will not change prior to the withdrawal or depositing of funds. We do not process ACH transactions. By agreeing to use our services, you acknowledge and agree that all checks are processed directly to Your client’s banking/financing institution by Demand Draft or Check 21 imaging, or sent to the address You provided for your customer, as directed by you.

The contents of this Website and the materials located thereon are protected by copyright, trademark, trade secret and other laws and are the sole and exclusive property of us and/or other owners. We grant you a limited, non-exclusive, revocable, non-assignable, non-sublicensable, non-transferable license to access and make personal use of the Website and the materials located thereon. This license does not include any resale, redistribution, replication, public display, republication or similar commercial use of this Website or its contents or the materials located thereon, except as expressly provided herein or any other agreement that you have entered into with us; any collection and use of any materials located on the Website, descriptions, or prices; any derivative use of this Website or its contents or the materials located thereon; any downloading or copying of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. This Website or any portion of this Website or the materials located thereon, may not be reproduced, duplicated, copied, sold, resold, visited, modified, disclosed, publicly displayed, reverse engineered, disassembled, decompiled or otherwise exploited for any similar commercial or other purpose without our express written consent or as otherwise permitted in any other agreement with us. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information or materials (including images, text, page layout, or form) of ours or of any third party on the website without our express written consent. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Any unauthorized use of the Website, materials located thereon or services terminates the permission and license granted by us. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Website so long as the link does not portray us or any products or Services offered on the website in a false, misleading, derogatory, or other manner which we deem offensive. You may not post any material or information on the Website that is false, misleading, derogatory, defamatory, obscene, harassing, violative of the law or anyone's rights or which we deem offensive. We have the right, but not the obligation to monitor your use or other users' postings or other use of this Website. You may not use any logo or other proprietary graphic or trademark on the website as part of the link without our express written permission. You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website. You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. We reserve all rights in the Website, Services and materials located thereon that are not expressly granted under this Agreement and no additional rights or licenses are granted to you by implication, estoppel, course of dealing or otherwise.

If you link to the Site you agree not to:
- create frames around the Site or use otherwise alter the Site's visual presentation;
- imply that We are endorsing you or your products and services or your website;
- imply an affiliation between you and Us without our prior written consent;
- present false or misleading impressions about our products and services or your products and services;
- contain materials that may be interpreted as distasteful or offensive.
In establishing links, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of the Website. You agree to remove any links you have to the Website immediately upon our request.

We are not responsible for the availability of any other site to which the Website links. We do not endorse or take responsibility for the content, advertising, products or other materials made available through any other site. Under no circumstances will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, goods or services available on any other site. You should direct any concerns to that site's administrator or webmaster.

This Website is intended for use by people over the age of Eighteen (18). BY AGREEING TO USE OUR SERVICES, YOU REPRESENT THAT YOU ARE OVER THE AGE OF EIGHTEEN (18).

Information included in your Service profile, as identified in the application, including, but not limited to, your user name, password, and payment account data, is used as part of the Service with participating billers that offer their own biller direct sites through our Website.

THE SERVICE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

You agree not to give or make available your password or other means to access your account to any unauthorized individuals. If you permit Authorized Users or other persons to use the Service or your password or other means to access your account, you are responsible for any transactions they authorize or process. If you believe that your password or other means to access your account has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify the Service at once by calling 1.770.361.3993 during customer service hours.

In case of errors or questions about your Service transactions, you should as soon as possible notify us via one of the following:
- Telephone us at 770.361.3993 during customer service hours;
- Write us at: Advanced Merchant Processing, llc, 1355 Bardstown Rd. Ste. 295, Louisville, KY 40204
If you tell us verbally, we may require that you send your complaint in writing within ten (10) Business Days after your verbal notification. We will tell you the results of our investigation within ten (10) Business Days after we hear from you, and will correct any error promptly. However, if we require more time to confirm the nature of your complaint or question, we reserve the right to take up to ninety (90) days to complete our investigation. If it is determined there was no error we will mail you a written explanation within three (3) Business Days after completion of our investigation. You may ask for copies of documents used in our investigation.

The Service's policy with respect to use of your information will be in accordance with Our privacy statement that may be viewed at[https://amppayments.com]. You understand and agree that all data will be entered by you or your authorized agent (See above regarding allowing others to access your Website account). You are responsible for all charges processed using your Website account. By agreeing to use our services, you are accepting full legal responsibility for collecting and entering accurate checking and/or savings account data from your clients and You are certifying to Us that You have the right to process a check, demand draft or payment from Your client’s account(s). Any invalid, fraudulent or missing data is your responsibility and not Our responsibility. BY ENTERING DATA, YOU REPRESENT, WARRANT AND CERTIFY THAT YOU HAVE THE LEGAL RIGHT TO PROCESS A CHECK, PAYMENT OR DEMAND DRAFT FROM SUCH CLIENT’S CHECKING ACCOUNT.

By agreeing to use our services, you agree that you have read this Agreement, have been informed of and agree to the fees and expenses charged to you for the use of Our Website. You agree that We may make deposits to any bank account you designate and that We may verify such accounts in advance (or at any time thereafter) as We deem necessary. Any fees associated with your existing financial institutions accounts will continue to apply. You are responsible for any and all telephone access fees and/or internet service fees that may be assessed by your telephone and/or internet service provider. When applicable, you agree to pay any other applicable charges and authorize the Service to deduct such charges from your designated bank account, credit card or debit card You provide to Us. You agree to allow your signature on file with Our Service to be placed on your fee checks due and payable to Us, as well as on refund checks, bill payments, or any other item where it may be required. All fees are charged in United States Currency. By agreeing to use our services, you agree that We may deduct our fees from Your bank/financing account or institution. You agree to pay Us for any of Our expenses in attempting to collect the amount of unpaid fees incurred by Us. You acknowledge that We may report any facts concerning the return of any items to any credit reporting agency. On Credit Card and Debit Card processing you will be charged through the provider that we place you with, unless you use Us as a gateway only. If you utilize Us solely as a gateway to process transactions to your current Credit Card processor we may charge a setup fee, monthly fee, and per transaction fees. These fees may be deducted from Your checking account on file.

a) Email Notices
A One Dollar and 00/100 ($1.00) fee will be charged if you don’t provide an electronic mail address or Two Dollars and 00/100 ($2.00) fee if you provide a non-working electronic mail address.

b) Automated Electronic Verification Fee
We charge a fee for every Automated Electronic Verification (hereinafter referred to as AEV) performed. Once Your merchant account is approved We will activate the AEV system, which will be performed on each and every check You enter into Our system. This service is provided by a recognized national third party. NO GUARANTEE OR WARRANTY IS GIVEN ON ANY VERIFICATION. If You wish to be removed from this AEV it must be requested and approved in writing.
All approved AEVs will be billed at the time the checks are processed, unless You are approved for monthly billing. Checks that fail the AEV will not be processed, unless you override the warning. All of the rejected AEV fees will be billed after the full month has been completed, billed together.

c) Phone Verification Fee
We charge a fee if You request that We verify a check by calling the financial institution from which the funds are drawn prior to presenting the check to Your financial institution. We do not offer any guarantee that once the check has been verified by phone that it will clear. We do not guarantee that We can verify all checks, or all information relating to such check/s. Information verified by financial institutions varies from institution to institution. We may only be able to verify the account is open and active, and such verification will be considered a Pass if confirmed with the financial institution. We may only be able to verify the Routing and Account numbers, and if funds are available. In most cases We Do Not verify the Name and Address or Telephone number on the check. NO GUARANTEE OR WARRANTY IS GIVEN ON ANY PHONE VERIFICATION.
All approved Phone Verifications will be billed at the time the checks are processed, unless You are approved for monthly billing. Checks that fail the Phone Verification will not be processed. All of these verifications fees will be billed after the full month has been completed billed together.

d) Address Validation Fee
Some High Risk and Prepaid Merchant accounts are required to have Address Validation performed on all checks entered and processed. This validation is a US Postal Service Address Validation, and NOT a validation of the address associated with the bank account. We charge a fee of TWENTY FIVE CENTS ($0.25) on all address validations performed. If You wish to be removed from this service it must be requested and approved in writing.

e) Returned Service Fee
If Our Service fee is returned unpaid by Your financial institution, then We charge a returned check fee based on the allowable amount in your state. If a second item is returned unpaid, then We may place your account on High Risk Status and require a backup funding source (e.g., credit or debit card, security deposit, etc.).

f) Setup and Monthly Fee
We charge a Setup Fee of Forty Nine Dollars and 95/100 ($49.95), and for high risk accounts as much as Four Hundred Ninety Nine Dollars and 95/100 ($499.95). We charge a Monthly Fee of Five to Twenty-Five Dollars and 00/100 ($5.00 - $25.00), and may charge higher based on your account.

g) Annual Gateway Fee
We charge an annual fee of One Hundred Ninety Nine Dollars and 95/100 ($199.95). If You process at least One (1) check each Three (3) months we may waive the annual charge.

If You have signed a twelve (12) or twenty-four (24) month agreement You are required to give at least sixty (60) days advance written notice of cancellation before the expiration of your contract or the agreement will continue for an additional twelve (12) or twenty-four (24) months. If You are NOT on a twelve (12) or twenty-four (24) month agreement You are still required to give thirty (30) days written notice of cancellation. If you fail to do so we will charge You a one-time early termination fee of Two Hundred Fifty Dollars ($250.00). If You cancel service within the first thirty (30) days of approval of Your merchant account You will incur an additional fee of One Hundred Dollars ($100.00).

If You are approved as a Prepaid Merchant all deposits received will be credited to your Merchant Account. However, You understand and Agree that all deposits received are NON-REFUNDABLE for any reason. Any unused funds are considered FORFEIT after one year. If You choose to close Your account there will be NO REFUND. Prepaid funds may NOT be transferred to another merchant account, even under the same business name. If Your account is closed for Fraud there will be NO REFUND issued. You understand as a Prepaid Merchant same day deposits to financial institutions are Not Available. All checks processed will be through the financial institution or branch where you opened your account. This will be based on information You give to us regarding Your bank account. You understand that there may be different Prepaid Merchant plans offered from time to time. If You would like to switch plans You must do so in writing and pay the Activation Fee associated with the new plan in full prior to being switched to the new plan. Also, You must be approved for the new plan. New plan offers may not be automatic, and not all account holders will qualify.

It is our corporate policy not to knowingly provide Services for any person or organization whose use of the Services involves or pertains to any activity which is illegal under U.S. law or involves an activity or business with which we decline to accept and conduct business generally ("Excluded Activities"). These Excluded Activities include but are not limited to the following:
- Internet Gaming / Gambling
- Pornography or other Sexually-Oriented Business
- Psychic or Horoscope Consultation Services
- Outbound Telemarketing
- Debt Consolidation Services
- Prepaid Vacation / Timeshare Solicitation Services
We may make exceptions from time to time as long as the merchant is not involved in illegal activities. We may publish from time to time a more detailed and comprehensive list of businesses and activities which we include within the scope of Excluded Activities. We reserve the right to reject any proposed Merchant account which we deem in our sole discretion could use our Services in conjunction with any Excluded Activity. If we discover after accepting a Merchant account that the Merchant is utilizing our Services in conjunction with an Excluded Activity, we may immediately terminate or suspend the account without notice, without liability to us or our Resellers.

If You apply for an account with Us and do not provide all of the required proper documentation, or are declined due to underwriting qualifications, We have the right to place You with another provider. You will still be charged the Setup Fee and Monthly Fee associated with your account type. You understand that the other processor may not process Your checks directly to Your bank, and may mail Your processed checks to Your address on file. The other processor may also require a Credit or Debit Card in order to process Your checks, and charges a different rate per check. Should we place you with another provider You agree to abide by the Terms and Conditions set forth in their agreement.

Our third party processing services partners (Jack Henry and Associates / Profitstars and Frontline) are providing some of the processing Services specified in this Agreement, and as a result, these third party services partners shall be an intended third party beneficiary of this Agreement between AMPand the Merchant. Each third party services partner shall have the right to enforce directly against Merchant the Terms of this Agreement which relate to the provision of the third party services partner’s processing services to Merchant and the ownership and protection of the intellectual property rights of the third party services partner and its licensors in and to its processing services. Merchant acknowledges that the third party services partners shall have no responsibility or liability with regard to AMP’s obligations to Merchant under this Agreement.

Definitions: The following terms used in this Exhibit shall have the meaning identified below:
- "Depositor" shall mean the Customer who deposits checks using the Services.
- "Services" shall mean AMP and / or Jack Henry and Associates Processing Services and / or Frontline Processing Services.

Deposit Services Requirements: All checks deposited electronically by the Depositor through use of the Services shall be subject to the following requirements:
- The check will not be deposited through the Services more than once;
- All checks will conform to the requirements of the Depositor’s deposit agreement with the Depositor’s financial institution;
- All checks will conform to the requirements of the applicable NACHA Rules and Check 21 laws and regulations; and
- The Depositor shall review and validate the accuracy and completeness of the check data being captured including but not limited to the amount of the check and the legibility of the check image generated from use of the Services.

Depositor Liability: Depositors shall be solely liable and responsible for all damages, losses, expenses and claims arising from any of the following which are not caused by AMP or Jack Henry and Associates:
- Duplication of images of deposited checks using the Services;
- Alteration of images of deposited checks;
- Inaccurate or incomplete data captured from the deposited checks;
- Deposit of checks on accounts with insufficient funds, counterfeit checks, fraudulent checks, or checks bearing unauthorized or forged endorsements;
- Acts of fraud, negligence or willful misconduct committed by employees, agents or subcontractors of Depositors in depositing checks using the Services;
Depositors shall defend, indemnify and hold harmless AMP and Jack Henry and Associates from any such damages, losses, expenses and claims which arise from the foregoing events not caused by AMP or Jack Henry and Associates.

A minimum One Hundred Fifty Dollar ($150.00) Refundable Deposit is required on all active merchant accounts. We may increase or decrease the required Refundable Deposit amount at any time based on your processing volume. Upon cancellation or termination of your account we will return such deposit within one hundred eighty (180) days of Written Notice (by email or mail) from You requesting the deposit be returned, less any outstanding balance, fees, or collection costs associated with Your account. Should We find that Your account is involved in, or processing, fraudulent checks, or any possible illegal activity We may seize Your deposit, and it will be considered FORFEIT and not eligible for return unless You prove beyond a reasonable doubt that You are in no way involved in any illegal activities.

Your account may automatically come with AMP AccountProtect (GAP). GAP is an interest-free line of credit you may use that must be repaid on the next billing day. GAP is an available line of credit that Our system will use as backup in case Your credit or debit card on file fails when we attempt to charge Your fees. When Your account requires GAP, and it is used to cover Your fees, there is a Thirty Five Dollar ($35.00) fee added to Our daily processing fees. This is NOT a per check charge. It is a single, daily use fee for each batch in which You use Your GAP line of credit. Also, GAP is automatic. You will NOT receive notice. You are responsible for keeping track of Your GAP balance and usage on Your account. If You choose NOT to participate in this program DO NOT sign the GAP form presented to You.

All merchant accounts that are required to be a part of our Risk Management Pool, hereinafter referred to as RMP. You understand and agree that this is NOT A RESERVE. ***IF YOU ARE NOT INFORMED IN WRITING, EITHER BY REGULAR MAIL OR EMAIL, THAT YOU ARE NOT PART OF THE RMP, THEN THIS PARAGRAPH PERTAINS TO YOU*** We expressly maintain the right, and You acknowledge, understand, and agree with Our absolute right, to maintain a RMP against your balance. We may charge a percentage of the total daily batch of checks processed by You, which We will hold in the RMP for up to 180 days. We may use the RMP for any purpose, including but not limited to attorney’s fees, bank recovery fees, and losses. Upon release of funds held in the RMP, we shall apply the same as a credit towards charges on future transactions. If Your merchant account with us goes Dormant (does not process a single Debit / Check for 60-days) without prior written consent from us, this RMP is considered forfeit and will not be returned. If Your merchant account is Closed by You, or Us, for any reason, this RMP is considered forfeit and will not be returned.

This Agreement, applicable fees and service charges may be altered or amended by the Service from time to time. In such event, the Service shall provide notice to you and all other Users on the Website. Any use of the Service after the Service provides you a notice of change will constitute your agreement to such change(s). Further, the Service may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, the Service reserves the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Service's more recent revisions and updates. You authorize us to send or provide by electronic communication (including posting a notice to the Website) any notice, communication, amendment or replacement to the Agreement, or disclosure required to be provided orally or in writing to you. You agree to receive any electronic communication provided to you and will not attempt to avoid receiving any such communication. You are deemed to have received any electronic communication provided to you when they are made available to you.

It is Your sole responsibility to ensure that the contact information in Your user profile is current and accurate. This includes, but is not limited to, name, address, phone number(s) and e-mail address(es). Changes can be made either within the application or by contacting customer service. Any changes in Your Account should also be made in accordance with the procedures outlined on the Website. Most changes made are effective immediately, with exception of banking and or credit / debit card information, which must be reviewed and approved. The Service is not responsible for any payment processing errors or fees incurred if you do not provide accurate account or contact information.

In the event You wish to cancel the Service You may do so via one of the following:
- Telephone us at 770.361.3993 during customer service hours;
- Write us at:
Advanced Merchant Processing, llc
1355 Bardstown Rd. Ste. 295
Louisville, KY 40204
- By email to: info@amppayments.com
Any payment(s) the Service has already earned or processed before the requested cancellation date will be completed by the Service. The Service may terminate or suspend Service to you at any time. Neither termination nor suspension shall affect Your liability or obligations under this Agreement.
Also, see the paragraph pertaining to EARLY TERMINATION.

You agree that the information you provide to the Service can go through a verification process. You agree that the Service reserves the right to obtain financial information regarding your Payment Account from your financial institution (for example, to resolve payment posting problems or for verification). In addition, you agree that the Service reserves the right to request a review of your credit rating at its own expense through an authorized bureau. You agree that We may contact any customer you enter into the system to verbally verify your right to process a payment from their bank or financial account.

In the event of a dispute regarding the Service, you and the Service agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and the Service which supersedes any proposal or prior agreement, oral or written, and any other communications between you and the Service relating to the subject matter of this Agreement. If there is a conflict between what an employee of the Service or customer service department says and the Terms of this Agreement, the Terms of this Agreement will prevail. All other disputes, to the maximum extent permitted by applicable law, any controversy or claim between you and us or our subsidiaries and affiliates, and our and their respective officers, directors and employees, arising out of or relating to this Agreement or your use of the Website, shall be settled by binding arbitration, before a single arbitrator, in accordance with the commercial arbitration rules of JAMS which shall administer the arbitration. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party, nor shall arbitration on a class action basis be permitted. The arbitration award shall be in writing and shall include findings of fact and conclusions of law. Judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of either party pending the completion of arbitration. You agree that the arbitration shall take place in the United States of America, State of Kentucky.

You may not assign this Agreement to any other party. The Service may assign this Agreement to any future, directly or indirectly, affiliated company. The Service may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.

The Service shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Service. No delay or omission on the part of the Service in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

We reserve the right to process Your checks through Our clearing bank account with Our bank, and label the created check images payable to You and Us, or just to Us. Upon clearing Our financial institution we will then deposit Your funds into Your bank account on file made payable to You. We may or may not withdraw our fee prior to depositing Your funds. If Our fee is not withdrawn and the full amount is deposited to Your account we will withdraw our fee separately. If We use this clearing method and a check You or Your client enter into Our system is returned unpaid, for any reason, we may withdraw the returned amount from either Your next deposit to Your bank or directly from Your bank as a debit.

The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

Your are responsible for payment any taxes that may be assessed or otherwise due in connection with any transactions or purchases you make through Us or the Website.

This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky, without regard to its conflicts of laws' provisions, except that in underlying transactions involving commerce, the enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. The parties further agree that this Agreement shall be deemed to have been negotiated, entered into, executed and performed for all purposes within the State of Kentucky. Either party's failure to act with respect to a breach does not waive the non-breaching party's right to act with respect to subsequent or similar breaches.

You agree to indemnify, defend and hold us, our subsidiaries and affiliates and each of our and their respective officers, directors, agents, employees, independent contractors and suppliers, harmless from any claim, demand, action, cost and expense, including reasonable legal fees, due to or arising out of the following events: (i) your giving us any information which is inaccurate; (ii) your breach of any warranty, representation or other obligation set forth in this Agreement; (iii) your negligence or willful misconduct; (iv) your violation of any law, regulation or right of any third party; (v) any dispute or action between you and any third party, including parties selling goods or services through this Website; and (vi) your use of this Website or the products or services of us or any third party, except for claims resulting solely from our negligence or willful misconduct.

To the maximum extent permitted by applicable law, you hereby release, agree and covenant not to sue us, our subsidiaries and affiliates, and our and their respective officers, directors, agents, employees, suppliers and independent contractors, from or in connection with any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with the Website or your use of this Website, other than for our willful misconduct or our failure to honor an express commitment posted on the Website (i.e., if we fail to deliver materials or information to you which you paid for). If you are a California resident, you hereby waive California Civil Code Section 1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

The invalidity of any portion of this Agreement will not affect the validity of any other provision and any such finding of invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In the event that any provision of this Agreement is held to be invalid or unenforceable, the parties agree that the remaining provisions will be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. It is expressly understood, however, that the parties hereto intend each and every provision of this Agreement to be valid and enforceable and hereby knowingly waive all rights to object to any provision of this Agreement to the full extent permitted by law. Accordingly, if any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision(s) will, rather than be stricken in their entirety, be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

Except as otherwise provided, this User Agreement contains the entire agreement of the parties relating to its subject matter and supersedes any prior or contemporaneous agreements, negotiations, correspondence, understandings or communications, whether oral or written. If at any time you choose not to accept the Terms of this User Agreement, you will not have authorized access or authority to use the Website. This User Agreement applies to your use of this Website or other sites that we may own or operate in the future, unless such sites provide otherwise.

The parties hereto confirm that it is their wish that this Agreement as well as other documents relating hereto including notices, have been and shall be drawn up in the English language only. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO) NEGLIGENCE, WILL WE OR ANY OF OUR LICENSORS, AFFILIATES, EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE EQUIPMENT, SOFTWARE, AND/OR THE SERVICE. I HAVE READ AND UNDERSTAND THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY ALL ITS TERMS.