MERCHANT SERVICE AGREEMENT

KINDLY READ THIS MSA TOGETHER WITH OUR TERMS AND CONDITIONS, TERMS OF USE AND PRIVACY POLICY BEFORE USING ANY OF OUR SERVICES. BY ACCESSING OUR PLATFORM AND/OR USING OUR SERVICES YOU AGREE TO BE LEGALLY BOUND TO THIS MSA.

‍

PARTIES

THIS MERCHANT SERVICE AGREEMENT (“MSA”) is a legal agreement between PARKCROWDY NIGERIA LIMITED, (“OurPass”), which expression shall where the context so admits include its successors, duly appointed representatives and affiliates).

‍

AND

YOU, (“Merchant”) which expression shall where the context so admits include your heirs, successors-in-title, subsidiaries, duly appointed representatives and assigns);FOR YOUR USE OF THE SOLUTION (hereinafter defined).OurPass and the Merchant shall individually be referred to as a “Party” and jointly as “Parties”

‍

RECITALS:

(A) OurPass develops tools and products which allows businesses to accept payments from their customers seamlessly and track sales activities, amongst others, thereby creating business insights for enterprises (the “Solution”).

(B) The Merchant carries on a legitimate business in the Territory (hereinafter defined) (the “Business”).

(C) The Merchant warrants that it is licensed to carry on the Business and has indicated interest in collaborating with OurPass for the use of the Solution to power its Business;.

(D) The Parties have agreed to enter into an agreement to leverage the use of the Solution, subject to the terms and conditions of this Agreement

‍

(1) DEFINITIONS

In this Agreement, the following words and expressions shall have the meanings assigned to them, except where the context otherwise requires:

(1.1) “API” means Application Programming Interface belonging to OurPass by which the Solution is integrated into the Platform;

(1.2) “Business Day” means every day of the week.;

(1.3) “Customers” means the Users of the products or services provided by the Merchant via the Platform and in connection with this Agreement.

(1.4) “Data Subject” means an identifiable person; one which can be identified directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity;

(1.5) “The Merchant's Business Account” means the business account(s) created for the Merchant by OurPass.

(1.6) “Industry Standards” means guidelines or regulations issued from time to time by the Central Bank of Nigeria to regulate payment processing in Nigeria;

(1.7) “Intellectual Property” means all vested contingent and future intellectual property right including but not limited to copyright, patents, trademarks, service marks, design rights (whether registered or unregistered), know-how, trade secrets, inventions, get-up, database rights and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world whether now known or created in the future;

(1.8) “Merchant Onboarding Workflow” means the onboarding documentation to be provided by OurPass to the Merchant.

(1.9) “NDPR” means the Nigerian Data Protection Regulations;

(1.10) “Personal Data” means any information relating to a Data Subject;

(1.11) “Payment Card Industry Data Security Standard” “PCI DSS” means a set of security standards designated to ensure that all companies that accept, process, store or transmit credit card information maintain a security environment, www.pcicomplianceguide.org;

(1.12) “Platform” means the Merchant’s Business platform.

(1.13) “Pricing Schedule” means https://ourpass.co/pricing. Such agreed pricing schedule which OurPass may update from time to time after the concurrence of parties to this Agreement.

(1.14) “Services” mean the services provided by the Merchant to Sub-merchants (Customers) and Users which forms a part of the Merchant’s Business;

(1.15) “Territory” means Nigeria and includes other states of the world duly approved by OurPass;

(1.16) “Trademark" means the trademarks registered in the name of OurPass and such other trademarks as are used by OurPass on or in relation to the Services during the term of this Agreement.

(1.17) “UAT” means the last phase of testing of the solution to ensure successful implementation and functionality;

‍

(2)INTERPRETATIONS

(2.1) Words importing persons or parties shall include any individual, body corporate, unincorporated association or partnership; and in the case of an individual, to that person’s legal personal representatives, successors or assigns;

(2.2) Save as expressly provided under this Agreement, this Agreement shall not create an agency, employee or partnership relationship between the Parties. The Parties shall not pledge credit in the name of the other

(2.3) One gender shall include all other genders;

(2.4) The words “including” and “in particular” shall be deemed to be followed by the expression “(but not limited to)”;

‍

(3)SINGULAR AND PLURAL

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and vice versa.

‍

(4)REFERENCES TO LIABILITIES

References to any liabilities are to include any liability whether actual, contingent, present or future in accordance with Clause 12 of this Agreement.

‍

(5)INTEGRATIONS

OurPass hereby grants the Merchant the non-exclusive right to integrate into and make use of the Solution on the Platform for the purpose of accepting payments and managing its sales activities.

‍

(6)ONBOARDING

(6.1) OurPass shall provide the Merchant with onboarding process documentation (the “Merchant Onboarding Workflow”) with the aim of walking the Merchant through the process of onboarding.

(6.2) The Merchant shall comply with the Merchant Onboarding Workflow and provide the necessary information as may be required from time to time.

(6.3) The Merchant represents and warrants that it has obtained consent and/or is authorized to supply any information requested by OurPass in connection with the integration and use of the Solution.

(6.4) The Merchant agrees to fully indemnify OurPass for any damages, costs or liabilities which are attributable to failure to obtain the requisite consent and/or authorization as stated in clause 6.3 above.

‍

(2)THE MERCHANT'S OBLIGATIONS

(7.1) Subject to the terms of this Agreement, the Merchant agrees to:

(7.1.1) Offer the Solution as the preferred method of checkout or payment on the Platform. The Merchant shall use the Solution to process transactions of both high and low value without any form of discrimination or neglect.

(7.1.2) Promote the Solution to its Customers.

(7.1.3) Provide general orientation, training, and necessary documentation, including but not limited to sales slide decks and other documentation reasonably requested by OurPass, needed to educate OurPass on the details of the Platform that may be required for OurPass to integrate the Solution.

(7.1.4) Access the Pricing Schedule provided by OurPass which shall include authorized commercial terms and conditions;

(7.1.5) Actively manage all Customers using its Platform. The Merchant further undertakes to ensure the confidentiality and protection of all Customer data which comes into the possession of the Shopper/Merchant in connection with this Agreement in line with the Applicable Law

(7.1.6) Carry out an end-to-end UAT in the live environment with selected internal users only within the Merchant’s organization and not the general public to certify that the integration process was successful.

(7.1.7) Close the project, following the successful implementation of the UAT, by clicking the toggle to be provided by OurPass on the Merchant dashboard.

(7.1.8) Not allow or neglect to allow the perpetuation of fraud on the Platform or in connection with this Agreement.

(7.1.9) Inform OurPass once it becomes aware of any breach of information security that may have an adverse effect on OurPass, provided that unawareness of any such breach shall not be as a result of the Merchant’s negligence or fault.

(7.1.10) Inform OurPass once it becomes aware of any breach of information security that may have an adverse effect on OurPass, provided that unawareness of any such breach shall not be as a result of the Merchant’s negligence or fault.

(7.1.11) Not use OurPass’s Trademark without obtaining prior written consent from OurPass, provided that such consent may not be unreasonably withheld

(7.1.12) to immediately notify OurPass of any act, omission or error which does or may adversely affect the Merchant's ability to perform their obligations under this Agreement or cause liabilities or damage to OurPass (including but not limited to any material change in the nature or extent of the Merchant's business).

(7.1.13) Be fully liable for the actions and inactions of its employees

(7.1.14) The Merchant shall not sell, resell the POS devices issued to the Merchant under any circumstances.

(7.1.15) Where reasonably practicable the Merchant shall inform OurPass of any changes in applicable laws, guidelines or regulatory circulars or directive which might impact upon the relationship between the Parties.

(7.1.16) Fully comply with all applicable law, including the Payment Scheme rules.

(7.1.17) Make available its technical personnel in a timely fashion to work with OurPass to implement all necessary integration to the Platform and provide any reasonably required help on other issues that may affect the integration of the Solution.

(7.1.18) to notify OurPass of any change in the Merchant’s registered office address, Merchant’s activities and/or line of business prior to such change.

(7.1.19) Maintain communication channels and discuss future collaborations and initiatives that the Parties can mutually benefit from.

(7.1.20) Where required by applicable law or regulator, obtain licenses and permits required for its operations under this Agreement and provide OurPass with a copy of such regulatory permits and licenses upon request.

‍

‍

(8)OURPASS' OBLIGATIONS

(8.1) Subject to the terms of this Agreement, OurPass agrees to:

   (8.1.1) Grant to the Merchant and the Merchant herein accepts from OurPass a non-exclusive, non-transferable license and right to the OurPass API and accompanying integration technical specifications in respect of this Agreement subject to the acceptance of the OurPass Terms and Conditions by the Merchant;

     (8.1.2) Where necessary, implement the Solution together with the Merchant;

     (8.1.3) Provide value added services on POS devices.

     (8.1.4) Provide the Merchant with point of sale devices for the purpose of facilitating the Merchant's outdoor sales within all the Merchant’s stores. The Merchant understands that OurPass has decided to provide the devices to the Merchant for the above purposes only. The Merchant undertakes to procure the safe use of the point of sale devices. The Merchant also understands and agrees that OurPass may validly retrieve all or a part of the point of sale devices provided to the Merchant and undertakes to return the devices upon demand by OurPass without protest.

          (8.1.4.1) The Merchant agrees to refund OurPass the total value of the devices in cases of theft, loss or complete damage of the POS devices occasioned at the premises or under the care (or neglect to care) of the Merchant. The Merchant shall process a refund of the value of the POS dev

          (8.1.4.2) Subject to Clause 8.1.3.1 above, OurPass agrees to replace or repair any damaged POS devices upon request by the Merchant.

          (8.1.4.3) Save as expressly provided in this Agreement, the maintenance and effective operation of the POS devices shall primarily be the responsibility of the Merchant.

          (8.1.4.4) Notwithstanding any other provision in this Agreement, the Merchant shall not directly or indirectly sell, procure the sale or accept the resale of the POS devices under any circumstances. The Merchant understands that OurPass may validly terminate this Agreement without notice and/or institute an action against it for a breach of this term and criminal conversion of the POS devices.

     (8.1.5) Provide such post-implementation support as may be reasonably required by the Merchant in connection with this Agreement.

     (8.1.6) Maintain communication channels and discuss future collaborations and initiatives that the Parties can mutually benefit from.

     (8.1.7) Work together with the Merchant to prevent fraud and ensure adequate compliance with anti-fraud protection and compliance rules in the Federal Republic of Nigeria.

     (8.1.8) Attend all meetings and performance review meetings as may be mutually agreed by the Parties;

(8.1.9) Be fully liable for the actions and inactions of its employees.

     (8.1.10) Implement and maintain security systems for the transmission of Transaction Data consisting of encryption “firewall” technologies and compliance with the minimum requirement of the PCI DSS.

     (8.1.11) Not use the Merchant’s Trademark without obtaining prior written consent from the Merchant, provided that such consent may not be unreasonably withheld.

     (8.1.12) Undertakes to provide reasonable support for reconciliation and settlement activities when and if required

     (8.1.13) Undertakes to safeguard Merchant and customers data and firmly commits not to utilize same without prior written authorization of the Merchant

‍

(9)MUTUAL OBLIGATIONS

(9.1) Subject to the terms of this Agreement, OurPass agrees to:

(9.2) Both Parties shall use all reasonable measures to maintain confidentiality, prevent fraud, money laundering and terrorist financing using the Platform.

(9.3) Each Party agrees to execute such further documents and instruments as may be reasonably requested by the other in order to give effect to the terms and intentions of this Agreement.

(9.4) Both Parties shall be responsible for obtaining and maintaining all relevant permits, licenses and approvals required to fulfill their respective obligations under this Agreement.

(9.5) Each Party shall ensure adequate compliance with all applicable regulatory requirements.

(9.6) The Parties understand that the acquirer/acquirer processor shall be responsible for settlement and all domestic transactions shall be settled in T+1 or as may be determined by applicable laws.

‍

(10)WARRANTIES AND REPRESENTATIONS

(10.1) The Parties warrant that they are duly registered and/or licensed to transact business and fulfill their respective obligations under this Agreement.

(10.2) The Parties represent and warrant that this Agreement is legal and binding on them and is validly enforceable against them.

(10.3) The Parties shall keep each other indemnified against all costs, liabilities, actions, claims, proceedings or other expenses arising out of any breach of these warranties or out of any claim by a third party based on any facts which if substantiated would constitute such a breach or a breach of other relevant legal or contractual duty.

(10.4) The Merchant warrants that it shall not submit any transaction which the Merchant knows or reasonably should know is fraudulent, illegal or not authorized by the Customer to be processed.

(10.5) The Merchant warrants that it shall collaborate with OurPass for the purpose of investigating a transaction or Customer of the Merchant.

‍

(11)FEES, CHARGEBACK AND SETTLEMENT PROCESS

(11.1) As consideration for the fulfillment of its obligations under this Agreement, OurPass shall be entitled to the fee contained in the Pricing Schedule including but not limited to the Monthly Service Charge. OurPass may update the Pricing Schedule from time to time. The Merchant agrees to monitor and stay abreast of the Pricing Schedule from time to time.

(11.2) The Merchant may charge certain fees to the Customer(s) without recourse to OurPass.

(11.3) Each party shall be responsible for remitting to the relevant tax authorities any taxes, including value added tax and income tax, payable on amounts earned by it under this Agreement.

(11.4) CHARGEBACKS DISPUTES

     (11.4.1) In the event that a chargeback dispute is lodged by a Customer, with regards to any transaction processed by OurPass in connection with this partnership, OurPass shall communicate to the Merchant and the Merchant shall respond within eighteen hours (18) hours of such notification.

     (11.4.2) The Merchant may initiate a partial or full refund to a Customer using the refund API made available on the dashboard for that purpose.

(11.5) SETTLEMENT PROCESS

     (11.5.1) The Parties shall be able to view records of all the transactions in relation to this Agreement. The Merchant shall be able to monitor in real-time all the transactions processed via the dashboard provided by OurPass .

     (11.5.2) The Parties understand that all fees charged on each transaction shall be settled into such account(s) provided by either Party for that purpose (the “Settlement Account”). The Settlement Account shall be funded with the applicable transaction fees so charged upon conclusion of each relevant transaction.

     (11.5.3) In the event that OurPass has reasonable cause to believe that any transaction may be fraudulent or involve other criminal activity, OurPass may suspend the processing of such transaction until investigations have been timeously certified as completed or concluded by OurPass.

‍

(12)INTELLECTUAL PROPERTY

(12.1) All Intellectual Property rights of each Party (“IP Owner”) will remain the IP Owner’s property exclusively or that of its licensors. The other Party (“IP User”) shall not assert any claim to such Intellectual Property rights during the term of this Agreement, or after the termination of the Agreement, except as expressly provided in this Agreement.

(12.2) The IP User shall respect the IP Owner’s Intellectual Property rights and will not infringe on such rights. The IP Owner’s Intellectual Property shall not be used by the IP User for purposes not contemplated under this Agreement or for any purpose not expressly agreed to in writing by the IP Owner.

(12.3) If and to the extent that the IP User’s performance of its obligations under this Agreement requires the IP Owner to grant a license and/or any other rights to any Intellectual Property, the IP Owner may grant such licenses and or other rights as may be required, subject to the terms of this Agreement.

(12.4) The IP Owner may at its discretion agree to the display of its logo on the IP User’s website, payment forms and any other marketing materials for the purposes of promoting and providing the services as contemplated under this Agreement to potential merchants.

(12.5) Where the Intellectual Property referred to in the context of this clause does not vest in the IP Owner and to the extent permitted by the licensor of such Intellectual Property, the IP Owner shall take the necessary steps to ensure that it has the right to sub-license and or grant such other rights in and to the Intellectual Property referred to in the context of this clause

(12.6) On the expiration of this Agreement or the termination of this Agreement by either Party, a Party must:

     (12.6.1) Immediately cease to use the other Party’s Intellectual Property; and

     (12.6.2) Deliver to the other Party and/or destroy any and all materials in its possession or control that bears or contains the Intellectual Property of the other Party and confirm in writing to the other Party that it has done so.

(12.7) All Intellectual Property rights in or pertaining to the Trademarks and any promotional material, point of sale material, brochures, sales commercial training or other literature provided by either Party shall remain the property of the Party providing it, and the other Party shall acquire no rights in the same. In a similar manner, one party shall not be permitted to use the Intellectual property of the other Party for any reason whatsoever without the prior written consent of the other Party whose consent shall not be unreasonably withheld.

‍

(2)CONFIDENTIAL INFORMATION

(13.1) Each Party shall keep confidential, any information concerning the other Party, which comes to its knowledge as a result of access to the other Party’s premises or contact with its personnel pursuant to this Agreement and which:

(13.1.1) At the time of coming to a Party’s knowledge is not already a part of the public domain;

(13.1.2) Has not after coming to a Party’s knowledge, become part of the public domain through no fault of that party; and

(13.1.3) Is not required to be disclosed for a proper purpose to any governmental, regulatory or other public authority or to a court of law or other tribunal.

(13.2) Each party shall endeavor to use a reasonable degree of care to avoid unauthorized dissemination or publication of the data and information disclosed to it by the other party under this Agreement as it employs with respect to its own information which it has disclosed in respect of this Agreement and does not desire to have disseminated or published or otherwise employed in any manner whatsoever.

‍

(2)TERMINATION OF SERVICE

(14.1) Either Party may terminate this Agreement by giving the other Party at least thirty (30) days written notice of its intention to terminate the Agreement and such termination shall be effective upon the expiration of the 30-day notice.

(14.2) Notwithstanding any other provision contained in this Agreement, Parties reserve the right to terminate this Agreement, without notice , in the event:

     (14.2.1) Of any material breach of any of the terms of this Agreement;

     (14.2.2) If a change of control of any Party which is in the reasonable opinion of the other Party is detrimental to its interests;

     (14.2.3) If any material breach of the Trademarks or intellectual property rights.

(14.3) Notwithstanding anything contained in this Agreement, where any Party (the “Defaulting Party”) commits a breach of any provision of this Agreement and fails to remedy such breach within fourteen (14) days of receiving a written notice from the other Party (the “Aggrieved Party”) requiring the Defaulting Party to do so, the Aggrieved Party shall be entitled, in addition to its other remedies in law or in terms of this Agreement, to cancel this Agreement immediately and without prejudice to its right to claim damages or outstanding payments; provided that if the Defaulting Party commits two (2) or more breaches of any provision of this Agreement in any six (6) month period of this Agreement, irrespective of whether or not the breach is remedied by the Defaulting Party, the Aggrieved Party shall be entitled, without prejudice to any of its other rights or remedies in law or under this Agreement, to terminate this Agreement immediately by notice in writing to the Defaulting Party.

(14.4) In the event that fraudulent transactions account for more than 0.10% of the Merchant’s sales turnover in any one (1) month, OurPass shall be entitled to unilaterally, upon written notification, terminate this Agreement and/or request the Merchant to remove the affected customer from the use of the Platform.

(14.5) Upon the termination of this Agreement, each Party shall immediately return to the other Party all papers, materials, data and other property of the other Party in its possession or held by it in connection with the performance of this Agreement. Notwithstanding the above, either Party shall be entitled to retain information concerning the other Party if and to the extent that it is required to do so in terms of its reasonable retention of records policy or in terms of any applicable law, subject at all times to the confidentiality obligations as set out in Clause 13 above.

(14.6) Termination of this Agreement shall not affect any obligations of the respective Parties incurred or arising prior to such termination becoming effective.

‍

‍

‍

(15)LIMITATION OF LIABILITY/INDEMNITY

(15.1) Except where directly attributable to the negligent acts or omissions of either Party, Parties shall indemnify each other, its directors, officers, employees and agents against and hold harmless thereof from any and all liabilities, obligations losses (excluding future profits), damages, penalties, claims, actions judgments expenses and disbursements or whatsoever kind and nature, arising directly or indirectly out of a negligent or fraudulent commission or omission by the defaulting party or breach of its obligations under its obligations under this Agreement.

(15.2) In no event shall OurPass be liable to the Merchant in excess of any amount that has accrued to OurPass from transactions emanating by virtue of this Agreement, in the month immediately preceding the date the first such claim arises

(15.3) Without prejudice to its strict obligations to account for all monies received through its channel and deposited on behalf of the Merchant, OurPass expressly disclaims any liabilities or damages which may arise out of the Merchant’s services to its Customers or any third party. In no event shall OurPass be liable for any claims for refunds, costs or damages by the Merchant, Customer(s) or any third party. The Merchant hereby undertakes and holds harmless OurPass in this regard.

(15.4) No liability shall be raised against OurPass (including its affiliates and subsidiaries) more than two (2) years after the accrual of the cause of such liability.

(15.5) OurPass will not be responsible in the event of any infiltration of its security systems, provided that OurPass has used commercially reasonable efforts based on Industry Standards to prevent any such infiltration.

‍

‍

(16)RETURN OF PROPERTY

Upon termination of this Agreement, the Parties shall promptly return to the other Party all drawings, documents and other tangible manifestations of Confidential Information (and all copies and reproductions thereof). In addition, the Parties will return any other property belonging to the other Party including without limitation: computers, office supplies and documents.

‍

(17)FORCE MAJEURE

(17.1)No Party shall be liable or indemnify the other Party for failure to perform any obligations hereunder when such failure is due to circumstances beyond its reasonable control including but not limited to government interference, direction or restriction, war or civil disorders, strikes, blockade, insurrections, riots, acts of nature, disasters, diseases, epidemics, terrorist actions or other emergencies (“Force Majeure”).

(17.2)In such circumstances, this Agreement may be terminated by written notice from one Party to the other Party with no further obligations and liabilities, provided that all monies due and unpaid are paid and provided that the Force Majeure event shall have continued for two (2) months from when it was notified.

(17.2.1) Compensation upon Force Majeure
The Parties shall bear their respective costs and neither Party shall be required to pay to the other Party any costs arising out of an event of Force Majeure.

‍

‍

(18)GOVERNING LAW & DISPUTE RESOLUTION

(18.1) This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

(18.2) The Parties shall use their best endeavors to settle any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably.

(18.3) Any dispute which cannot be settled in accordance with Clause 18.2 within a period of fourteen (14) days shall be settled before a Sole Arbitrator to be appointed by the mutual agreement of the Parties in accordance with the Lagos State Arbitration Law 2009, in Lagos and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. A dispute shall be deemed to have arisen when any Party notifies the other Party in writing to that effect. In the event that the Parties are unable to agree on a sole arbitrator within fourteen (14) days after the declaration of a dispute, such sole arbitrator shall be appointed by the Chairman of the Chartered Institute of Arbitrators UK (Nigeria Branch) on the application of either Party.

‍

‍

(19)PRIVACY AND DATA PROTECTION

(19.1) The Parties shall ensure compliance with the NDPR and all other applicable data protection laws and shall ensure the security and privacy of any data they hold, collect or process by implementing necessary technical, physical and organizational measures aimed at ensuring the confidentiality, integrity and availability of any such data.

(19.2) Both Parties undertake to be liable for any breach of their obligations to ensure the security and privacy of any Personal Data they holds, collect or process;

(19.3) The Parties shall guarantee the privacy of any Personal Data they may collect or come into its possession and assure that the requisite consent of the Data Subject to process such data and shall not disclose such data without obtaining the requisite consent to do so.

(19.4) The Parties shall, subject to applicable law, ensure that they give the right to the data subject to update or delete or transfer any such data to any third-party and shall not retain data for longer than as may be necessary for the purpose for which the data was collected.

(19.5) Upon becoming aware of any data breach under this Agreement, the Parties shall immediately notify the other of such breach and take reasonable steps to remedy such breach and notify the relevant regulatory authorities as required under the NDPR.

‍

‍

(20)GENERAL

(20.1) All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out below.

If to OurPass:
Parkcrowdy Nigeria Limited
5, Kwaji Close,
Maitama, Abuja, Nigeria
Telephone: +234 (0)810 394 2898
Email: ayodeji@ourpass.co
Notices to the Merchant shall be sent to the registered address provided by the Merchant to OurPass.

(20.2) Any such notice may be delivered personally or by courier or email and shall be deemed to have been served if delivered in person, or upon receipt of proof of delivery, if delivered by courier, and when dispatched to any or all of the addresses listed in this Clause 20.2, if delivered by email.

(20.3) No Party shall be deemed to have waived, released or modified any of its rights under this Agreement unless it has been expressly stated in a written document duly signed by both Parties. Any waiver by either Party related to a failure of the other to act in the strict performance of the terms and conditions of this Agreement shall not constitute a waiver of all rights and powers the Party waiving is entitled to.

(20.4) Headings have been used in this Agreement only for convenience and they shall be disregarded for the purpose of construing the Parties’ rights and obligations contained in this Agreement.

(20.5) All documents required under or resulting from or connected with or necessary to this Agreement shall be made in English language.

(20.6) Each Party represents and warrants to the other Party that this Agreement constitutes a valid, effective and binding obligation of such Party, being enforceable in accordance with the terms and conditions in this Agreement.

(20.7) The Parties represent and warrant that they shall not directly or indirectly, in connection with this Agreement or in connection with any other business transaction related to either party, make a payment or gift, or an offer, promise, or authorization to give money or anything of value to any public official, or person or entity for the purpose of influencing any act or decision in order to obtain or retain business for, direct business to, or secure an improper advantage for OurPass or the Merchant.

(20.8) The Parties represent and warrant that they shall maintain throughout the term of this Agreement adequate policies, procedures, and controls to ensure compliance with the anti-bribery laws, including at a minimum policies and procedures relating to the prevention of bribery, accounting for financial transactions, due diligence on third parties, and training of personnel, and will enforce them where appropriate.

(20.9) Nothing in this Agreement shall be deemed to make either Party or any of its agents or employees an employee, joint venture or partner of the other Party.

(20.10) If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) of the Agreement shall be stricken off, and shall not affect the legality, enforceability, or validity of the remainder of this Agreement, and the stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

(20.11) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

(20.12) This Agreement, its exhibits and subsequent amendments constitute the entire agreement between the Parties with respect to the matters dealt with in this Agreement and supersedes any previous agreement between the Parties in relation to such matters. Each of the Parties hereby acknowledges that in entering into this Agreement, it has not relied on any representation or warranty except as expressly set out in this Agreement or in any document referred to in this Agreement. No variation of this Agreement shall be valid or effective unless made by one (1) or more instruments in writing signed by the Parties, which would be affected by such variation.

(20.13) Either Party shall not assign any or all of its obligations under this Agreement to any third party without the prior written consent of the other Party to the assignment, such consent not to be unreasonably withheld or delayed in the case of a responsible person.

‍

‍

‍

‍

‍

‍