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PAYMENT SERVICE NETWORK, INC. SERVICE AGREEMENT
<br />not (i) sell, lease, distribute, license or sublicense PSN's Site, technology or Services, (ii)
<br />engage in spamming, mail -bombing, spoofing or any other fraudulent, illegal or unauthorized
<br />use of the Services; (iii) introduce or transmit through the Site, technology or Services, without
<br />limitation, via any portion of the Account Holder's computer system that interfaces with the
<br />Site, technology or Services, or otherwise, any virus, worm, software lock, drop dead device,
<br />trojan-horse routine, trap door, back door, timer, time bomb, clock, counter or other limiting
<br />routine, instruction or design or any other codes or instructions that may be used to access,
<br />modify, delete, damage, disable or prevent the use of the Site, technology, or services or
<br />other computer systems of PSN or its subcontractors; and (iv) should Account Holder receive
<br />notice of any claim regarding the Site or Services, Account Holder shall promptly provide
<br />PSN with a written notice of such claim.
<br />9. a. Account Holder agrees to defend, indemnify, and hold PSN harmless from and
<br />against any third -party claims and/or Customer claims, including any damages, costs,
<br />expenses and attorneys' fees to the extent arising, in whole or in part, out of (a) any
<br />inaccuracy in or breach of Account Holder's representations and warranties contained in this
<br />Agreement; (b) Account Holder's breach of any covenant or obligation contained in this
<br />Agreement; (c) any claims or disputes arising under any agreement between Account Holder
<br />and a Customer (or any third party) or otherwise relating to the relationship between Account
<br />Holder and a Customer (or any third party) including, without limitation, any dispute over the
<br />amount owed by a Customer to Account Holder (other than claims relating to PSN fees); and
<br />(d) any claims or disputes caused in whole or in part by the information or directions provided
<br />to PSN by Account Holder or its agents.
<br />b. PSN agrees to defend, indemnify, and hold Account Holder harmless from and
<br />against any third -party claims and/or Customer claims, including any damages, costs,
<br />expenses and attorney's fees to the extent arising, in whole or in part, out of (a) any
<br />inaccuracy in or breach of PSN's representations and warranties contained in this
<br />Agreement; (b) PSN's breach of any covenant or obligation contained in this Agreement; and
<br />(c) any claims or disputes arising under any agreement between PSN and a Customer (or
<br />any third party) or otherwise relating to the relationship between PSN and a Customer (or
<br />any third parry). PSN's obligations under this paragraph do not apply to any of the foregoing
<br />causes to the extent resulting from acts or omissions of Account Holder.
<br />10. PSN and Account Holder are independent contractors and this Agreement does not establish
<br />any relationship of partnership, joint venture, employment, franchise or agency between PSN
<br />and Account Holder. Neither PSN nor Account Holder will have the power to bind the other
<br />or incur obligations on the other's behalf without the other's prior written consent, except as
<br />otherwise expressly provided herein. Notwithstanding the foregoing, Account Holder
<br />acknowledges that PSN shall be Account Holder's agent solely for purposes of receiving and
<br />processing payments from Account Holder's Customers as provided in this Agreement.
<br />11, PSN represents that it owns and will retain during the term of this Agreement all proprietary
<br />rights in and to all development tools, routines, subroutines, applications, software and other
<br />materials that PSN may use in connection with implementation and operation of the Site, and
<br />has the right to license and otherwise permit Account Holder's and Customers' usage of such
<br />Site and other materials in accordance with the terms of the Agreement. This Agreement
<br />does not transfer to Account Holder any ownership or proprietary rights in PSN's Site,
<br />technology or any work or any part thereof, and all right, title and interest in and to PSN's Site
<br />and technology will remain solely with PSN. PSN agrees to indemnify and hold Account
<br />Holder harmless from any liabilities or charges, including attorney's fees, arising out of any
<br />claim that PSN or Account Holder has infringed the proprietary rights of others in performing
<br />the Services under this Agreement or in operating the Site.
<br />a. PSN shall notify Account Holder if PSN changes or adds any functionality of the Services
<br />as implemented on the Site. Under no circumstance shall PSN offer Customers of
<br />Account Holder any community features (such as mail, chat, message boards, or the
<br />ability to create home pages) from the Site. PSN shall not, in conjunction with the Site or
<br />the Services, use any interstitials Web pages, pop-up windows, other intermediate steps
<br />or any other content which acts as a barrier to the transition of a Customer from Account
<br />Holder's Web site to the Site.
<br />Note: Bank interchange rates are subject to change; therefore, this quote is valid for 15 days from date of issue. 4
<br />Payment Service Network, Inc. 12901 International Lane, Madison WI 53704 1 www.PaymentServiceNetwork.com
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