HomeMy WebLinkAboutContract CAG-19-241
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SERVICES AGREEMENT
WITH BRIDGEPAY NETWORK SOLUTIONS LLC
THIS AGREEMENT, dated 8/5 , 2019, is by and between the City of Renton (the
"City" or "Client"), a Washington municipal corporation, and BridgePay Network Solutions, LLC
("BridgePay"), a Florida corporation. The City and BridgePay are referred to collectively in this
Agreement as the "Parties." Once fully executed by the Parties, this Agreement is effective as of
the last date signed by both parties.
1. Scope of Work: BridgePay agrees to provide services concerning sending and receiving
electronic transaction data relating to electronic payment processing as specified in
Attachment 1, which is attached and incorporated herein by reference.
2. Changes in Scope of Work: [Intentionally Omitted]
3. Time of Performance: [Intentionally Omitted]
4. Compensation:
A. Amount. The amount of compensation under this Agreement shall be as set forth in
Attachment 1, except that the total compensation to BridgePay shall not exceed
$34,500 (thirty-four thousand five hundred dollars).
B. Method of Payment. The method of payment under this Agreement shall be as set
forth in Attachment 1.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against BridgePay for failure of BridgePay to
perform the Work or for any breach of this Agreement by BridgePay.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination: This Agreement shall terminate as set forth in Attachment 1.
6. Warranties And Right To Use Work Product: Warranties and Disclaimers under this
Agreement shall be as set forth in Attachment 1.
7. Record Maintenance: BridgePay shall maintain accounts and records, which properly
reflect all direct and indirect costs expended and Work provided in the performance of
this Agreement and retain such records for as long as may be required by applicable
Washington State records retention laws, but in any event no less than six years after the
termination of this Agreement. BridgePay agrees to provide access to and copies of any
records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW). The provisions of this section shall survive the expiration or termination of this
Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, BridgePay shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
BridgePay believes said records need to be protected from disclosure, it may, at
BridgePay's own expense, seek judicial protection. BridgePay shall indemnify, defend, and
hold harmless the City for all costs, including attorneys' fees, attendant to any claim or
litigation related to a Public Records Act request for which BridgePay has responsive
records and for which BridgePay has withheld records or information contained therein,
or not provided them to the City in a timely manner. BridgePay shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this section
shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. BridgePay is retained by the City only for the purposes and to the extent set forth in
this Agreement.The nature of the relationship between BridgePay and the City during
the period of the Work shall be that of an independent contractor, not employee.
BridgePay, not the City, shall have the power to control and direct the details, manner
or means of Work. Specifically, but not by means of limitation, BridgePay shall have
no obligation to work any particular hours or particular schedule, unless otherwise
indicated in the Scope of Work or where scheduling of attendance or performance is
mutually arranged due to the nature of the Work. BridgePay shall retain the right to
designate the means of performing the Work covered by this agreement, and
BridgePay shall be entitled to employ other workers at such compensation and such
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other conditions as it may deem proper, provided, however, that any contract so
made by BridgePay is to be paid by it alone, and that employing such workers, it is
acting individually and not as an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to BridgePay
or any employee of BridgePay.
C. If BridgePay is a sole proprietorship or if this Agreement is with an individual,
BridgePay agrees to notify the City and complete any required form if BridgePay
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through BridgePay's failure to do so.
10. Hold Harmless: See hold harmless provisions as set forth in Attachment 1.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute BridgePay's waiver of immunity under the Industrial Insurance
Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have
mutually negotiated and agreed to this waiver.The provisions of this section shall survive
the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, BridgePay shall not give a gift of any kind to
City employees or officials. BridgePay also confirms that BridgePay does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting BridgePay, negotiating or administering this Agreement,
or evaluating BridgePay's performance of the Work.
12. City of Renton Business License: [Intentionally omitted.]
13. Insurance: BridgePay shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$1,000,000 aggregate for the Term of this Agreement.
B. Cyber liability insurance with minimum limits of$1,000,000 per occurrence.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
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D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of BridgePay's vehicles on the City's Premises by or on
behalf of the City, beyond normal commutes.
14. Delays: BridgePay is not responsible for delays caused by factors beyond BridgePay's
reasonable control. When such delays beyond BridgePay's reasonable control occur, the
City agrees BridgePay is not responsible for damages, nor shall BridgePay be deemed to
be in default of the Agreement.
15. Successors and Assigns: Neither the City nor BridgePay shall assign, transfer or encumber
any rights, duties or interests accruing from this Agreement without the written consent
of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service.Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON BRIDGEPAY
Jan Hawn Rick Taylor, CEO
1055 South Grady Way 4300 West Lake Mary Blvd., Suite 1010-409
Renton, WA 98057 Lake Mary, FL 32746
Phone: (425) 430-6858 Phone: 866-531-1460
jhawn@rentonwa.gov Rick.taylor@bridgepaynetwork.com
Fax: (425) 430-6957 Fax: 800-983-8842
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, BridgePay agrees as follows:
A. BridgePay, and BridgePay's agents, employees, representatives, and volunteers with
regard to the Work performed or to be performed under this Agreement, shall not
discriminate on the basis of race,color,sex, religion, nationality, creed, marital status,
sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
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sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. BridgePay will take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, creed, color,
national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or
marital status. Such action shall include, but not be limited to the following
employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If BridgePay fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. BridgePay is responsible to be aware of and in compliance with all federal, state and
local laws and regulations that may affect the satisfactory completion of the project,
which includes but is not limited to fair labor laws, worker's compensation, and Title
VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council
Resolution Number 4085.
18. Miscellaneous: The parties hereby acknowledge:
A. This is a non-exclusive agreement and BridgePay is free to provide its Work to other
entities, so long as there is no interruption or interference with the provision of Work
called for in this Agreement.
B. BridgePay is responsible for its own insurance, including, but not limited to health
insurance.
C. BridgePay is responsible for its own Worker's Compensation coverage as well as that
for any persons employed by BridgePay.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and BridgePay represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or BridgePay.
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B. General Administration and Management. The City's project manager is Kristina
Raabe. In providing Work, BridgePay shall coordinate with the City's contract manager
or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between BridgePay proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent BridgePay prepared
exhibit conflicts with the terms in the body of this Agreement or contains terms that
are extraneous to the purpose for which it is referenced, the terms in the body of this
Agreement shall prevail and the extraneous terms shall not be incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
• Renton. BridgePay and all of BridgePay's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort.This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor.
H. Severability. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
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forth in the description of the Work is essential to BridgePay's performance of this
Agreement.
K Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding, Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to a
covenants of the Agreement.
M. Waivers. All waivers shah be in wriung and signed by the waiving party Either party's
failure to enforce any pray son of this Agreement shall not be a waiver and shall not
prevent either the City or Br:dgePay from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shad not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing
N Counterparts The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which wii! together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF TON BRIDGEPAY
By:
By:
Denis Law, Mayor Rick Taylor, CEO
BridgePay Network Solutions, LLC
Attes .
Jaso City Clerk -----
Date
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Approved as to Legal Form
Shane Moloney
Renton City Attorney
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ATTACHMENT 1 TO
SERVICES AGREEMENT
WITH BRIDGEPAY NETWORK SOLUTIONS LLC
Products and Services Agreement
I. Definitions
"Documentation" means the operations manuals, help files and other documentation designed
to be used in conjunction with the Products and Services.
"Fees" means those fees payable to BridgePay, as set forth on the attached Exhibit A attached
hereto.
"Payment Brand" means Visa, MasterCard and any other association, payment brand, payment
instrument issuer, debit network or payment methodology or system having proprietary rights
to and clearing and oversight responsibilities with respect to any payment instrument used to
affect payment-related transactions.
"Products and Services" means the products and services described in this Agreement,
including any upgrades, modifications or improvements thereto made available to Client by
BridgePay under the terms of this Agreement.
"Provider" means the entity providing electronic payment processing services to Client
pursuant to a separate merchant processing agreement.
II. Client's Rights and Obligations
2.1 Installation, Servicing, Maintenance. In consideration of use of the Products and
Services, Client agrees to: (i) provide true, accurate, current, and complete information about
Client and Provider as requested on any registration or application form, and (ii) to maintain
and update this information to keep it true, accurate, current and complete. If any information
provided by Client is untrue, inaccurate, not current, or incomplete, BridgePay has the right to
terminate Client's access to the Products and Services and refuse any and all current or future
use of the Products and Services. Client will be responsible for the installation, servicing and
maintenance of the point-of-sale devices and related equipment at Client's facilities, and will
likewise be responsible for the connection of those devices to the Products and Services in
compliance with BridgePay's requirements.
2.2 License Grant. Subject to the terms and conditions of this Agreement, BridgePay hereby
grants to Client a limited, non-exclusive, non-transferable, revocable, royalty free right, during
the Agreement, to use the Products and Services, subject to the restrictions herein and any
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other restrictions communicated by BridgePay to Client, solely for Client's internal use.
BridgePay and its suppliers shall retain title and all ownership rights to the Products and
Services and this Agreement shall not be construed in any manner as transferring any rights of
ownership or license to the Products and Services or to the features or information therein,
except as specifically stated herein.
2.3 Description of Products and Services. BridgePay is providing Client with information
concerning the technical requirements for allowing the Products and Services to send and
receive electronic transaction data for authorization and/or settlement from and to Provider.
To utilize the Products and Services, Client must: (i) provide for Client's own access to the World
Wide Web and pay any fees associated with such access, and (ii) provide all equipment
necessary for Client to make such connection to the World Wide Web, including a computer,
modem and Web browser. Client will receive a password when registering. Upon approval,
that password will allow Client access to the Products and Services. Client is responsible for
maintaining the confidentiality of the password and account, and is fully responsible for all
activities that occur under Client's password or account. Client agrees to immediately notify
BridgePay of any unauthorized use of Client's password or account or any other breach of
security.
2.4 Data Collection. Client is solely responsible for the security of data residing on the
servers owned, controlled or operated by Client or a third party designated by Client (e.g., a
web hosting company, Provider, or other service provider). Client will comply with all state and
federal laws and Payment Brand rules and regulations, including without limitation laws, rules
and regulations regarding disclosure to customers on how and why personal information and
financial information is collected and used. Furthermore, Client shall comply with all of
BridgePay's policies, procedures and guidelines governing the Products and Services provided
hereunder, as may be amended from time to time. Client agrees not to use, disclose, sell or
disseminate any cardholder information obtained in a card transaction to any third party other
than to, or authorized by, BridgePay. Client agrees that BridgePay shall not be liable for any
improperly processed transaction or third party, illegal or fraudulent access to Client's account,
Client's IDs and passwords, end-user data or transaction data.
2.5 Compliance, Data Privacy and Security. Client agrees to comply with all Payment Brand
rules and regulations as amended from time to time. Client shall comply with all applicable
federal, state and local statutes and BridgePay required procedures and identified best
practices. Client agrees (i) not to use the Products and Services for illegal purposes; and (ii) to
comply with all applicable laws regarding the transmission of technical data exported from the
United States. Client agrees to comply with the Security Standards. For purposes of this
Agreement "Security Standards" means all security protocols, advisories, standards and
guidelines required by the Payment Brands. Client warrants that its servers and electronic
systems are secure from breach or intrusion by unauthorized third parties and will hold
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BridgePay harmless for a breach of End User's systems. If there is a security breach of Client's
system and/or access to end-user data or transaction data by an unauthorized third party,
Client shall notify BridgePay promptly of such breach and shall take such precautions as may be
necessary to prevent such breaches from occurring in the future, as required by BridgePay.
2.6 Other Obligations. Client shall not alter or remove any copyright or other legal notices
contained in the Products and Services and the related Documentation. Client shall not: (A)
decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise
reverse engineer the Products and Services; (B) circumvent any technological measure that
controls access to the Products and Services; or (C) use the Products and Services other than
pursuant to the terms of this Agreement. Client shall utilize its BridgePay assigned developer ID
in each application utilizing the Products and Services. Client shall have no right to (i) disclose
any BridgePay source code or Documentation to any third party, (ii) use or reproduce any
BridgePay source code or Documentation other than as permitted or contemplated by this
Agreement. No licenses are granted by BridgePay to Client by implication or estoppels to the
BridgePay source code or Documentation.
Ill. BridgePay's Rights and Obligations
3.1 Ownership and Use of the Products and Services. Client shall use the Products and
Services only for bona fide transactions between Client and a cardholder. Unless otherwise
specifically permitted by this Agreement, Client's use of the Products and Services shall be
restricted to a single merchant account owned and controlled by Client. Client agrees not to
submit payment data to BridgePay or otherwise process orders on behalf of any other entity or
individual. BridgePay retains all right, title and interest in and to the Products and Services and
all related Documentation and all technology utilized under or in connection with this
Agreement, and Client shall not take any action inconsistent with such ownership. The Products
and Services, Documentation and the related Confidential Information (defined below) may be
protected by copyright, trade secret and other intellectual property laws, all of which belongs
to BridgePay. Client acknowledges that Client shall have no intellectual property or ownership
rights in the Products and Services. Client will not contest the ownership of the Products and
Services, and will cooperate with BridgePay in defending BridgePay's ownership rights to the
Products and Services. The restrictions in this Agreement shall not be construed to supersede
or eliminate any rights which BridgePay may have under applicable laws pertaining to trade
secrets.
3.2 Cardholder Information Security. BridgePay hereby acknowledges to Client User that
BridgePay is responsible for the security of cardholder information BridgePay possesses or
otherwise stores, processes, or transmits on behalf of Client, or to the extent that BridgePay
could impact the security of the Client's cardholder information environment. BridgePay will
maintain and comply with all applicable PCI DSS requirements.
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3.3 Warranty and Disclaimers. Each party represents and warrants to the other that (a) it
has all necessary right, power and ability to execute this Agreement and to perform its
obligations therein, (b) no authorization or approval from any third party is required in
connection with such party's execution, deliver or performance of this Agreement, (c) this
Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance
with its terms, and (d) the party's obligations under this Agreement do not violate any law or
breach of any other agreement to which such party is bound. THE PRODUCTS AND SERVICES
ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR
WARRANTIES. BRIDGEPAY DOES NOT REPRESENT OR WARRANT THE PRODUCTS AND SERVICES
WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, ACCURATE, COMPLETE OR
ENTIRELY ERROR-FREE. CLIENT MAY NOT RELY ON ANY REPRESENTATION OR WARRANTY
REGARDING THE PRODUCTS AND SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE
FOREGOING STATEMENTS. BRIDGEPAY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS,
WARRANTIES AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE,
OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT
NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE PRODUCTS AND
SERVICES. CLIENT UNDERSTANDS AND AGREES THAT BRIDGEPAY SHALL BEAR NO RISK WITH
RESPECT TO CLIENT'S SALE OF ITS PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION,
ANY RISK ASSOCIATED WITH CREDIT CARD FRAUD OR CHARGEBACKS. BRIDGEPAY MAKES NO
WARRANTY THAT THE PRODUCTS AND SERVICES WILL MEET CLIENT'S REQUIREMENTS, NOR
DOES BRIDGEPAY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM
THE USE OF THE PRODUCTS AND SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY
INFORMATION OBTAINED THROUGH USE OF THE PRODUCTS AND SERVICES.
IV. Fees
4.1 Fees. Client will pay to BridgePay on a monthly basis all Fees and other amounts owed
to BridgePay under this Agreement on or prior to 60 days from the date of receipt of an invoice
therefor. Client will promptly examine all invoices, and will notify BridgePay in writing within
30 days of any error. Unless BridgePay is notified of an error within 30 days of the date of the
invoice, BridgePay shall be under no obligation to adjust invoiced amounts.
V. Confidential Information
5.1 Confidential Information. Except as may be required under applicable Law, expressly
including the Washington Public Records Act, chapter 42.56 Revised Code of Washington,
neither party will use for any purpose other than contemplated by this Agreement, will not
disclose to any third party, and will cause its employees, independent contractors, and agents
to not use or disclose the Products and Services, the Documentation, and any information
learned about the business practices and ways in which either party conducts business that is
not generally known to others, including without limitation details about BridgePay's Products
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and Services, any data or information that is a trade secret or competitively sensitive such as
computer software and documentation, data and data formats, and financial information
(collectively, "Confidential Information"). This Section will survive termination of this
Agreement.
5.2 Exclusions. The Receiving Party will not be obligated to maintain the confidentiality of
Confidential Information: (i) it is required to reveal in performing its obligations under this
Agreement, (ii) that is or becomes within the public domain through no act of the Receiving
Party in breach of this Agreement, (iii) was legitimately in the possession of the Receiving Party
prior to its disclosure under this Agreement, and the Receiving Party can prove that, or (iv) is
required to be disclosed by state or federal law.
5.3 Remedy. In the event of a breach of this section, the parties agree that the Disclosing
Party will suffer irreparable harm, and that the amount of monetary damages would be
impossible to calculate. Thus, the Disclosing Party will be entitled to seek injunctive relief in
addition to any other rights to which it may be entitled, without the necessity of proof of actual
damages or the requirement of a bond.
VI. Term, Termination
6.1 Term. This Agreement will become effective on the Effective Date and will remain in
effect for the earlier of five (5) years or until terminated as provided herein.
6.2 Termination. Client agrees that BridgePay may terminate Client's password, account or
this Agreement (i) for cause at anytime without prior notice, or (ii) without cause upon
providing not less than ten (10) days prior written notice to Client. Client acknowledges and
agrees that any termination of access privileges to the Products and Services under any
provision of the Agreement may be effected without prior notice. BridgePay agrees that Client
may terminate this Agreement (i) for cause at any time without prior notice, or (ii) without
cause upon providing not less than thirty (30) days prior written notice to BridgePay.
VII. Indemnification and Limitation of Liability
7.1 Indemnification. To the extent allowed under applicable law, each party agrees to hold
harmless the other party, its employees, directors, managers, members, officers or agents from
and against any liability, damage, penalty or expense (including reasonable attorneys' fees and
court costs) which may be claimed by a third party as a result of: (A) any failure by the other
party or any employee, agent, or affiliate of the party to comply with the terms of this
Agreement; (B) any warranty or representation made by the other party being false or
misleading; (C) negligence or willful misconduct of the party or its subcontractors, agents or
employees, or(D) any alleged or actual violations by the other party or its subcontractors,
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employees, or agents of any Payment Brand rules, laws or regulations. This section will survive
termination of this Agreement.
7.2 Limitation of Liability. The liability, if any, of BridgePay under this Agreement for any
claims, costs, damages, losses and expenses for which it is or may be legally liable, whether
arising in negligence or other tor, contract, or otherwise, will not exceed in the aggregate the
amount of compensation paid to BridgePay for the preceding 12 month period, measured from
the date the liability accrues. In no event will either party be liable for indirect, special,
consequential, or punitive damages even if advised of that possibility. Neither party will be
liable to the other for any failure or delay in its performance of this Agreement in accordance
with its terms if such failure or delay arises out of causes beyond the control and without the
fault or negligence of such party.
VIII. General
8.1 Assignability. [Deleted.]
8.2 Notice. [Deleted.]
8.3 Entire Understanding, Amendment. [Deleted.]
8.4 Severability. [Deleted.]
8.5 No Waiver of Rights. [Deleted.]
8.6 Successors and Assigns. [Deleted.]
8.7 Applicable Law. [Deleted.]
8.8 Independent Contractors. [Deleted.]
8.9 Construction. The headings used in this Agreement are inserted for convenience only
and will not affect the interpretation of any provision. All Sections mentioned in the
Agreement reference Section numbers of this Agreement. The language used will be deemed
to be the language chosen by the parties to express their mutual intent, and no rule of strict
construction will be applied against any party.
8.10 Survival. All sections that by their context are intended to survive the termination of
this Agreement will survive termination of this Agreement.
8.11 Force Majeure. In no event shall either party be liable with respect to the failure of its
duties and obligations under this Agreement which is attributable to acts of God, war, •
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terrorism, conditions or events of nature, civil disturbances, work stoppages, equipment
failures, power failures, fire or other similar events beyond its control.
8.12 Name and Trademarks. Except as otherwise provided in this Agreement, neither party
will use the other's name or trademarks in any promotional or marketing materials without
prior written consent. Client understands and agrees that this Agreement confers, and Client
shall obtain, no other right to BridgePay's name or trademarks by virtue of such use. Client
acknowledges that BridgePay is the sole owner of its trademarks (the "Marks"), and
acknowledges that the Products and Services are a proprietary product of BridgePay.
Accordingly, Client acknowledges that ownership of all existing patents, copyrights, mask work
rights, trademarks, trade names, trade secrets and other proprietary rights relating to or
residing in Products and Services, and all copies of all or any part thereof("Intellectual
Property"), will remain with BridgePay. Client will not contest the ownership of the Marks or
Intellectual Property, and BridgePay may at any time and upon reasonable notice prohibit
Client from using the Marks or Intellectual Property for any reason.
8.13 Counterparts/Signatures. [Deleted.]
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Exhibit A
Products and Fees
Tyler Technologies Per Transaction Fee $0.10
Activation Fee waived
Monthly Minimum Fee waived
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