This Gateway Services Agreement (“Agreement”) is entered into as of the Effective Date by and between CARATIPAY LIMITED, E-mail: office@CaratiPay.com (“CaratiPay”) and the entity indicated on the registration or application form (whether hardcopy or electronic) submitted for use of the Services (“Company”). This Agreement will be binding upon Company upon the earliest of: (i) Company or any person acting or purporting to act on behalf of Company accepting the terms of this Agreement by clicking “I Accept”, checking a box indicating acceptance, or otherwise affirmatively accepting the terms of this Agreement; (ii) Company’s integration with, registration with, or submission of any transaction to CaratiPay; or (iii) Company’s use or attempted use of any Service (“Effective Date”). If Company does not agree to any terms and conditions contained herein, Company must not accept this Agreement and must not use the Services. The person or entity entering into this Agreement on behalf of Company represents that: (a) he, she, or it has the authority to bind Company to this Agreement; and (b) all information provided to CaratiPay in connection with the execution of this Agreement (including without limitation on any written or electronic registration or application form) is true, complete, and not misleading in all respects.

1. Services
Subject to and in accordance with the terms and conditions of this Agreement, including payment of all applicable fees, CaratiPay grants to Company a limited, non-exclusive, non-transferable, non-sublicenseable right to access and use certain payment gateway services (“Services”), including related technology such as, software, platforms, application programming interfaces, and other online tools, all in accordance with the applicable specifications and documentation provided by or available from CaratiPay or its designated vendors from time-to-time. Company agrees to purchase the Services or any similar payment services exclusively from CaratiPay for the term of this Agreement.

2. Add-On Services

Those Services which constitute functions, filters, screens, tools, and other solutions, including but not limited to software and hardware which filter and block transactions based on IP address, limit the velocity of transactions, verify the customers address, reduce chargebacks, verify the card security code, identify and prevent duplicate transactions, identify or rank transactions based on riskiness, filter transactions based on dollar amount, filter transactions based on card issuer, identify and screen cards which are likely to be stolen or unauthorized, protect, encrypt, and/or truncate sensitive, confidential, or personally identifiable information, tokenize payment information, or any other software or hardware which offers functionality or features supplemental to the routing of transaction information (collectively “Add-On Services”) may be made available to Company by CaratiPay from time-to-time in its sole discretion. The use of certain Add-On Services may require Company’s execution of a separate agreement related to such Add-On Service. Company will be solely responsible for its use of each Add-On Service and each transaction regardless of any data, analysis, or other information generated or not generated by any Add-On Service. Company will be solely responsible for configuring the applicable settings for and monitoring of the Add-On Services it elects to use and will take all appropriate and necessary steps to guard against any fraudulent activity. Company understands that use of the Add-On Services may result in the decline of legitimate transactions, the approval of fraudulent or illegitimate transactions, or otherwise interfere with the normal payment processes and procedures in place and Company assumes all liability associated with the foregoing.

3. Trademark License

• Caratipay Solely in connection with Company’s authorized use of the Services and during the term of this Agreement, Caratipay grants Company the right to use and display (for example, on Company’s website or printed marketing material) Caratipay’s name and logo (the “Caratipay Marks“;”),below and any guidelines or policies issued by Caratipay. Each use of Caratipay Marks by Company must receive Caratipay’s prior written approval, which shall be provided or withheld by Caratipay in Caratipay’s sole discretion.
• Merchant Merchant grants to Caratipay a non-exclusive, royalty free, perpetual license to use, reproduce, publish, perform, and display Company’s name, logo, and other identifying marks in connection with the use, display, publication, and performance of the Services on Company’s behalf and in any promotional and marketing materials, whether oral, electronic, or printed, including but not limited to press releases, advertisements, newsletters, mailings, and customer lists.

4. CaratiPay 

Solely in connection with Company’s authorized use of the Services and during the term of this Agreement, CaratiPay grants Company the right to use and display (for example, on Company’s website or printed marketing material) CaratiPay’s name and logo (the “CaratiPay Marks”), subject to the limitations of Section 6(b) below and any guidelines or policies issued by CaratiPay. Each use of CaratiPay Marks by Company must receive CaratiPay’s prior written approval, which shall be provided or withheld by CaratiPay in CaratiPay’s sole discretion.

5. Company

Company grants to CaratiPay a non-exclusive, royalty free, perpetual license to use, reproduce, publish, perform, and display Company’s name, logo, and other identifying marks in connection with the use, display, publication, and performance of the Services on Company’s behalf and in any promotional and marketing materials, whether oral, electronic, or printed, including but not limited to press releases, advertisements, newsletters, mailings, and customer lists.

6. Information

In connection with Company’s application or registration for the Services, Company will provide to CaratiPay detailed information, in the form and manner required by CaratiPay. During the term of this Agreement and for two (2) years thereafter, Company will promptly deliver to CaratiPay any information requested by CaratiPay regarding Company, its employees, contractors, or any transaction. Company will maintain detailed records of all transactions, transaction information, and use of the Services.

7. Payment

The payment of the services under this agreement is subject to separate agreement between the Merchant and the Acquirer.

8. Updates

CaratiPay may release new or modified versions of its Services from time-to-time without notice to Company, as determined by CaratiPay in its sole discretion. These updates and releases may include, without limitation, additional features, removal of existing features, functionality modifications, security updates, modifications necessary to cause the Services to comply with applicable laws and rules, modifications to the API and integration methods, changes to the user interface, content enhancements, and/or other modifications. If Company uses the API or developer frameworks provided by CaratiPay and an updated version of these has been released, Company shall promptly, but in all cases within two (2) months, update to the latest version of the API or developer framework.. CaratiPay will have no liability for any losses, damages, Service failures, settlement issues, improper data routing, improper transaction approval, improper transaction rejection, or other errors or failures resulting from the failure of Company to update its hardware, software, procedures, or other operations in accordance with the latest version of the API or developer framework, and Company assumes all such risk and liability.

9. Transaction Data

Company authorizes CaratiPay to act on behalf of Company and to accept and transmit transaction data and other information as necessary for CaratiPay to deliver the Services and fulfill its obligations under this Agreement. CaratiPay will collect, retain, use, process, and transfer information and data from Company and Company’s customers, including but not limited to non-public, personally identifiable data, financial data, transaction data, payment information, payment history, and other cardholder data, in accordance with this Agreement and CaratiPay’s then-current privacy policy made available on CaratiPay’s website. Company agrees that: (i) Company is solely responsible for verifying the accuracy and completeness of all transactions and associated data submitted to CaratiPay, and for verifying that all corresponding funds associated with each transaction are accurately processed; (ii) CaratiPay shall not be liable for any transactions, including without limitation those that are unauthorized, improperly processed or approved, wrongfully declined, or otherwise; and (iii) CaratiPay shall not be liable for any third party access to any transaction data, Company’s bank accounts, or Company’s customers’ personal, payment, or transaction data, including without limitation illegal or fraudulent access.

10. Compliance

Company shall comply with, and will ensure that all of its vendors, terminals, software, third party service providers, and systems comply with, all applicable and then-current: legal obligations, including without limitation all laws and regulations regarding data protection, anti-bribery, and anti-money laundering; card brand rules, requirements, procedures, and guidelines; security standards, processes, and procedures issued by the PCI Security Standards Council LLC, including without limitation the Payment Card Industry Data Security Standard and the Payment Application Data Security Standard (accessible at https://www.pcisecuritystandards.org/); and all CaratiPay security protocols, policies, notices, and safeguards, as they may be updated from time to time. Without limiting the foregoing, in order to comply with PCI PIN security requirements, Company shall implement, document and follow PCI security requirements designed to prevent PIN entry devices (PEDs) from being manipulated, exchanged or used in an unintended way. Company will only use appropriately qualified and registered professionals to integrate, install, and/or configure Company’s hardware, software, the Services, any other aspect of Company’s payment ecosystem in accordance with the applicable card brand rules. CaratiPay will under no circumstances be held liable for any damages resulting from Company’s (or Company’s employees, contractors, agents, third party service providers, or vendors) noncompliance with any of the above, and Company will defend, hold harmless, and indemnify CaratiPay against all Losses (defined below) resulting from such noncompliance by Company or its employees, contractors, TPSPs, or agents.

11. Prohibited Activities 

Company will not: (i) engage in, license, sell, display, advertise, deliver, or promote, any adult, sexually oriented, or obscene products or services (including without limitation child pornography) or harmful content such as viruses, bots, or other software or products that are designed or intended to damage, disrupt, infiltrate, interfere with, or otherwise breach any system, program, data, software, or hardware; (ii) infringe on the patents, copyrights, trademarks, trade secrets, or other intellectual property rights of any third party; (iii) discriminate against any individual or group of individuals falling within a protected class; or (iv) violate any applicable law or card brand rule, including but not limited to the illegal import or export any data, product, or service, engaging in unfair, deceptive, or abusive acts or practices, or violating any consumer protection laws.

12. Service Restrictions

Company will not use the Services: (i) in a harmful, abusive, obscene, deceptive, fraudulent, illegal, tortious, infringing, threatening, or unethical manner; (ii) in connection with the sale, transfer, or other transaction involving illegal product or service, including but not limited to illegal gambling, telecommunication, or prohibited substances; or (iii) in connection with the sale or distribution of any product, media, or substance which Company is not appropriately licensed or authorized to sell or distribute. Company’s use of the Services shall be restricted to Company and Company shall not use the Services on behalf of any third party. Any attempt by Company to use the Services on behalf of a third party may result in additional fees, charges, fines, or assessments.

13. Confidential Information Received by Company

Company acknowledges that it may receive or otherwise access from CaratiPay, TPSPs, or their employees, representatives, and/or vendors certain confidential information, including but not limited to: this Agreement; all non-public know-how; technical information; business information; information relating to the pricing, finances, systems, methods, techniques, programs, technology, devices, and operations of CaratiPay, the Services, third-party processors, vendors, banks, and/or credit card associations and brands; and/or any other information which is marked confidential or should, by its nature, be reasonably considered confidential. Company agrees: (i) not to disclose any such confidential information to any person or entity (other than to those employees and suppliers of Company who need access to such information to fulfill Company’s obligations hereunder and who are legally bound to keep such information confidential); and (ii) not to use such confidential information for any purpose other than to exercise its rights or fulfill its obligations under this Agreement. Company also agrees that it will fully comply with any and all applicable confidentiality and security laws, regulations, rules, and requirements issued by governmental agencies or relevant industry authorities (e.g., credit card associations or banks). Upon request by CaratiPay or upon any termination or expiration of this Agreement, Company will return to CaratiPay or securely destroy all materials, in any medium, that contain, embody, reflect, or reference any of CaratiPay’s confidential Information, including without limitation any copies, reproductions, or derivative works thereof.

14. Passwords

Company is solely responsible for, and will adopt all security measures necessary to prevent the unauthorized access or use of, all user names, passwords, or any other credentials issued to or used by Company in connection with: the Services; transaction processing; or CaratiPay’s online portal. CaratiPay shall be entitled to rely on information it receives using the credentials issued to Company, through its online portal, from an e-mail address associated with Company, or which is otherwise purported to be transmitted by or on behalf of Company. The credentials (including but not limited to any identification number for Customer) shall be owned solely by CaratiPay, and CaratiPay may disable or revoke the credentials issued to Company at any time in its sole discretion without notice to Company.

15. Data Management

Company, and not CaratiPay, is solely responsible for the security of all payment information, transaction data, confidential information, and personally identifiable information. CaratiPay will not be responsible for the security and safety of data and any unauthorized access or use of such data, including without limitation while such data is held, hosted, stored, accessible through, or transmitted through Company’s, or any third party’s systems and servers. Company agrees to provide notice to its customers that discloses (and include in Company’s privacy policy) how and why transaction data, payment data, and other personally identifiable data is collected and used in accordance with applicable law, including the uses governed by this Agreement. Company agrees not to use, disclose, sell, or disseminate any card, cardholder, or other transaction information obtained in connection with a transaction except for purposes of completing or settlement of the transaction, or to resolve chargebacks, retrievals, or similar issues involving the transaction, unless otherwise required by a court order, governmental agency request or subpoena, or applicable law. Company represents and warrants that it has adopted all security measures and taken all precautions necessary to ensure that all transaction data, cardholder data, and personally identifiable data are adequately protected and that Company’s and its vendor’s and third party service provider’s (including without limitation any TPSP’s) electronic systems (including without limitation all hardware and software used) are secure from access, breach, intrusion, or compromise by any unauthorized person or entity. Prior to discarding any hardware, data, or records, Company will render any confidential, personally identifiable, payment, or other sensitive data unreadable and comply with any applicable laws regarding data destruction. CaratiPay will have no obligation with regard to, and Company assumes all risk associated with, the transport of data, including without limitation any delays, interruptions, vulnerabilities, losses, or other issues. CaratiPay will have no liability with regard to, and Company assumes all risk associated with the unauthorized interception or modification of data or the access, compromise, or use of data by third parties. In the event that Company’s or any TPSP’s systems are breached or an unauthorized person has gained access to such systems, Company’s credentials, or any confidential, personal, or transaction data, Company shall promptly: (i) notify CaratiPay in writing and by e-mail of such occurrence; (ii) notify any affected parties as required under any applicable laws or industry guidelines; (iii) take all actions and precautions necessary to prevent any continuous or additional breach; and (iv) commence all remedial efforts and other actions required under the applicable laws, regulations, or card brand rules.

16. Investigations and Audit

In connection with Company’s application or registration for the Services, Company authorizes CaratiPay to investigate and obtain various consumer reports regarding Company and its owners, executives, employees, and agents from third parties, including but not limited to consumer reports, credit reports, and personal background checks. At any time during the term of this Agreement and for two (2) years after termination of this Agreement, Company authorizes CaratiPay to, directly or through a third party, audit the books, records, operations, and performance of Company. In connection with such audit, CaratiPay may make copies of such books, records, and findings, provided that such information may only be used or disclosed in accordance with the confidentiality obligations applicable for CaratiPay in this Agreement or as necessary or appropriate for CaratiPay to enforce its rights under this Agreement.

17. Ownership

As between CaratiPay and Company, all right, title, and interest in and to the Services are owned exclusively by CaratiPay (or its licensors and suppliers), including without limitation all intellectual property rights of any kind in the Services and all related software, hardware, source code, technology, trademarks, trade names, trade dress, logos, patents, copyrights, trade secrets, domain names, any derivatives of any of the foregoing (collectively, “IP Rights”). All IP Rights granted hereunder are licensed, not sold. Company agrees that it shall (i) not use the IP Rights in any manner other than as expressly permitted under this Agreement; (ii) not do anything to contest or impair the IP Rights, (iii) not modify, sell, lease, timeshare, transfer, distribute, create derivative works of, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code or any trade secrets of the Services, the IP Rights, or any portion thereof; and (iv) immediately notify CaratiPay if it becomes aware of any unauthorized use of the IP Rights. The parties agree that all improvements, enhancements, modifications, or derivative works made from the Services or the IP Rights (by any party) shall be the exclusive property of CaratiPay.

18. Trademarks

Company shall comply with all standards, restrictions, and instructions furnished by CaratiPay from time to time with respect to the CaratiPay Marks. All right, title, and interest in and to the CaratiPay Marks belong to CaratiPay, and all usage and goodwill of the CaratiPay Marks shall inure to the benefit of CaratiPay. Company shall not use, register, or attempt to register any trademarks or domain names that are confusingly similar to the CaratiPay Marks or CaratiPay’s domain names, nor use the CaratiPay Marks in any manner that would indicate that Company has any rights thereto other than as a licensee. Company will not take any action that is inconsistent with CaratiPay’s ownership of the CaratiPay Marks. Company will not use the CaratiPay Marks in a way which expresses or implies that CaratiPay endorses Company, TPSP, or any of their products or services. Company’s rights to use or display the CaratiPay Marks, in whole or in part, may be revoked by CaratiPay at any time in its sole discretion and will be deemed immediately revoked upon termination of this Agreement. Company’s use of CaratiPay’s name, logo, or any other CaratiPay Mark must include a statement of ownership identifying CaratiPay’s ownership of such mark.

19. Third Party Marks

To the extent any third party’s name, logo, trademarks, copyrights, or other intellectual property rights (“Third Party Marks”) appear on or in the Services or any material related thereto, all ownership, rights, interest and title in and to such Third Party Marks, and all use, derivatives, and modifications thereof accrue to the benefit of and shall belong solely to the applicable third party. Third Party Marks used or included in the Services are pursuant to a license agreement between CaratiPay and the applicable third party and shall constitute part of the Services for the purposes of this Agreement. Notwithstanding the foregoing, Company will have no right to use, modify, display, or reproduce any Third Party Marks without CaratiPay’s prior written consent. Company will not do anything to contest or impair the Third Party Marks and will immediately notify CaratiPay if it becomes aware of any unauthorized display or use of the Third Party Marks. To the extent CaratiPay authorizes Company to use or display any Third Party Mark, such authorization shall: constitute a limited, non-exclusive, non-sublicenseable, non-transferable, revocable license which may be revoked by Company or the applicable third party rights holder at any time; be subject to the terms and conditions of CaratiPay’s license to the Third Party Marks from the applicable third party; and not constitute the transfer or grant of any ownership, interest, or title in or to the Third Party Marks to Company. Any license to use the Third Party Marks in accordance with this Section shall be deemed revoked upon the termination of this Agreement.

20. Company’s Representations and Warranties

Company represents, warrants, and covenants that:

• It is Engaged in a lawful business that includes the sale of products and/or services, and is duly licensed to conduct such business under the laws of all relevant jurisdictions;
• All statements made by Company or on Company’s behalf in connection with this Agreement, its registration, its application, or related documents are true, accurate, complete, and not misleading in all material respects;
• This Agreement constitutes a legal, valid and binding obligation, enforceable against Company in accordance with its terms;
• It has all necessary right, power, and ability to execute this Agreement and to perform its obligations therein, and no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement;
• The performance of its obligations under this Agreement will not violate any law or breach any other agreement to which it is bound;
• If Company elects to use any Add-On Service, such use will be fully compliant with all applicable laws, rules, and regulations, and will be in accordance with all terms and conditions associated with such Add-On Service;
• It will be wholly responsible for credits, returns, chargebacks, disputes, fees, fines, and assessments submitted by Company’s customers, Company’s bank, any TPSP, any card brand or network, or Company’s customers’ bank, and that CaratiPay will have no liability for the foregoing whatsoever;
• For each item or transaction for which the Services are used or which is presented to CaratiPay, Company has truthfully delivered merchandise or completed a service to the customer, as the case may be; and
• It will not be involved in any harmful, obscene, or abusive activity over CaratiPay’s network, systems, or the internet, including but not limited to: spamming, mass unsolicited emailing, distribution of mass emailing programs, cross-posting messages to large number of Usenet groups, posting obscene or inflammatory messages, threatening other users, mail bombing, running packet sniffers or port scanners, or spamming CaratiPay’s support staff or otherwise preventing them from performing their duties.
• CaratiPay’s Representations and Warranties
• Disclaimer. CaratiPay makes no representation or warranty of any kind, express, implied, or arising by statute, operation of law, usage of dealing, or course of dealing, related to the Services. CaratiPay expressly disclaims any and all representations, warranties, and conditions relating to the Services, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, performance, functionality, security, availability, performance, revenue, non-infringement, or that the Services will meet Company’s needs, requirements, specifications, or expectations. The Services are provided solely on an “as is” and “as available” basis. Company understands and agrees that the Services may not be available, uninterrupted, secure, accurate, complete, error free, or compatible with certain hardware or software platforms. CaratiPay does not warrant or guarantee access to its website or the Services, and CaratiPay shall have no liability for any down time of the Services or related systems. Company may not rely on any representation or warranty regarding CaratiPay or the Services from any third party. CaratiPay does not represent or warrant that any data, including without limitation confidential information or personally identifiable information, will be transported without unauthorized interception or modification, or that such data will not be accessed or compromised by any third parties. CaratiPay makes no representation or warranty with regard to any transaction, including but not limited to the legitimacy of any such transaction. CaratiPay makes no representation or warranty, express or implied, regarding any software, hardware, Services, or other services provided by any TPSP or other third party, even if such third party is recommended or chosen by CaratiPay, and except as otherwise provided in this Agreement, Company will look solely to such third parties with regard to warranties, maintenance, or other support.

21. Add-On Services

All Add-On Services are Services and the disclaimer of representations, warranties, and guarantees set forth above applies to each Add-On Service. Use of such Services is at Company’s sole risk and Company understands that the Add-On Services will not prevent: unauthorized or fraudulent transactions from occurring; authorized or legitimate transactions from being blocked; chargebacks; or any other losses, damages, or harms. Company will remain responsible for all transactions, regardless of whether such transactions are monitored by an Add-On Service. Company’s sole remedy with respect to any Losses arising out of an Add-On Service will be to discontinue use of such Add-On Service. The disclaimers regarding the Add-On Services in this Section are in addition to, and not in lieu of, the disclaimers for the Services generally, and all such disclaimers for the Services generally also apply to the Add-On Services.

22. Damages

CaratiPay will not be liable for any indirect, incidental, special, exemplary, or consequential damages, including but not limited to lost data, lost profits, anticipated profits, lost business, injury to reputation, or cost of substitute goods or services, however arising, even if it has been advised of the possibility of such damages. CaratiPay will have no liability for fraud, duplicate charges, chargebacks, or any transactions created, caused, or submitted by Company or Company’s customers, nor can CaratiPay refund processing charges to Company. As between CaratiPay and Company, it shall be Company that is solely liable for and bears all risk associated with its sale of products and services and each transaction associated with its merchant identification number, including but not limited to any credit transactions. Company assumes all risk and liability associated with improperly processed, improperly routed, illegal, or fraudulent transactions, chargebacks, refunds, unauthorized access to the Services using Company’s credentials or identification markers, and all conclusions drawn from the data generated in connection with any transaction.

23. Limitation

Notwithstanding anything to the contrary in this Agreement, CaratiPay’s total aggregate liability for claims, causes of action, fees, fines, assessments, penalties, errors, damages, harms, costs, expenses, or other losses (collectively “Losses”) under this Agreement, regardless of the form of action, whether in contract, tort (including without limitation for negligence), or otherwise, shall in no event exceed the lesser of (i) the amount paid by Company to CaratiPay for the Services during the previous three (3) month period, measured as of the date the claim arose; or (ii) one thousand (1000) euro. CaratiPay will have no liability for any damage, harm, loss, expense, or other amount which was directly or indirectly caused by or the result of, whether in whole or in part, the action or inaction of Company, or any third party, including but not limited to: any malfunctioning equipment, software, or integration; the incompatibility of or modification of any product or Service used by Company or any third party service provider in connection with the Services; or the security of any information or data accessible from, transmitted through, hosted on, or stored on Company’s or any third party’s servers.

24. Company Actions

CaratiPay is not obligated to correct any errors and will not have any liability for any losses, however occurring, which are created or result from, in whole or in part, (i) the acts, omissions, negligence, or willful misconduct of Company, including without limitation any unauthorized modification or use of the Services; (ii) any failure or defect of Company’s, TPSP’s, or any third party’s equipment, software, facilities, applications, or internet connectivity; (iii) Company’s use of the Services other than in accordance with CaratiPay’s documentation; (iv) Company’s or any of its customer’s or third party service provider’s improper use, installation, or mistakes in connection with the Services; or (v) any event outside of CaratiPay’s control.

25. Indemnification

Company agrees to indemnify, defend, and hold CaratiPay harmless from any and all claims, causes of action, demands, judicial and administrative proceedings, fees, fines, penalties, assessments, errors, liabilities, damages, costs, expenses, and other Losses, including without limitation court costs, expert witness fees, and attorney’s fees, relating to or arising out of Company’s use of or access to the Services, or this Agreement, including without limitation those arising from: (a) any breach or alleged breach of this Agreement; (b) any negligence, fraud, dishonesty or willful misconduct by Company, TPSP, or either of their employees, agents, or customers; (c) the reliability, accuracy, or legitimacy of transaction data; (d) the response code to transactions received by CaratiPay from the processor, issuing bank, or other applicable third party; (e) the breach of Company’s or TPSP’s computer systems or the unauthorized access or use of any confidential information, payment instrument information, personally identifiable information, or Company’s account; (f) any transaction submitted to Company and improperly rejected or accepted by a processor, the applicable card brand, an issuing bank, or any other third party; (g) any actual or alleged infringement of any third party’s intellectual property rights (including without limitation the Service’s actual or alleged infringement of a third party’s intellectual property rights due to combination of the Services with any products, processes, services, or materials not supplied by CaratiPay or any modification of the Services by Company, a TPSP, or other third party), (h) any of Company’s customers; or (i) violation or alleged violation of any applicable law, rule, regulation, policy, or requirement of any card brand or payment network.

26. Terms

This Agreement is effective as of the Effective Date, shall continue for a period of two (2) years after the Effective Date, and shall thereafter automatically renew for successive one (1) year terms, unless either party notifies the other party of its intent not to renew at least sixty (60) days before the end of the initial term or any renewal term, or unless this Agreement is otherwise terminated in accordance with this Section.

27. Termination and Suspension

Company may terminate this Agreement upon written notice if CaratiPay fails to observe any material obligation and such failure is not cured within thirty (30) days of CaratiPay’s receipt of written notice of such breach from Company. CaratiPay may immediately suspend or terminate this Agreement or one or more of the Services without notice if: (i) Company breaches any provision of this Agreement; (ii) CaratiPay, in its sole discretion, has reason to believe Company is damaging to or may damage CaratiPay’s reputation, or would subject CaratiPay to additional regulatory scrutiny; (iii) CaratiPay’s vendors require termination of this Agreement or are unwilling to provide any portion of the Services to Company for any reason; (iv) CaratiPay believes Company’s activity or operations may harm CaratiPay, any customer or vendor of CaratiPay, or any third party; (v) CaratiPay is instructed to terminate its relationship with Company by its sponsor bank or a card brand; (vi) Company’s or CaratiPay’s relationship or contract with Company’s processor, service provider, or other TPSP terminates; or (vii) changes in law, regulation, or card brand rule makes it impossible or commercially unreasonable for CaratiPay to continue to provide the Services, in CaratiPay’s sole discretion.

28. Effect of Termination

Upon termination or expiration of this Agreement, Company shall immediately cease using the Services, the CaratiPay Marks, and all other material of CaratiPay. Termination or expiration of this Agreement shall not relieve Company from any liability or obligation to CaratiPay incurred prior to the effective date of termination, including but not limited to: all fees and other accrued payment obligations; or any liability or obligation which arises after termination of this Agreement but relates to or arises out of Company’s transactions or obligations prior to termination of this Agreement.

29. Governing Law and Venue

This Agreement shall be governed and construed in accordance with the laws of Bulgaria, without giving effect to any choice or conflict of law provision or rule. The parties agree that any controversy and all matters of dispute arising under this Agreement or relating to the subject matter thereof shall be resolved in the courts located in Bulgaria.

30. Entire Agreement

This Agreement, including all schedules and attachments which are incorporated by reference, sets forth the entire understanding of the parties relating to its subject matter, and all other understandings, written or oral, are superseded. This Agreement will also be deemed to include all policies, procedures, and requirements published by CaratiPay from time-to-time and Company will adhere to all such policies, procedures, and requirements. Except as otherwise provided in this Agreement, this Agreement may not be amended except in a writing executed by all parties.

31. Notices

All notices, requests, demands and other communications to be delivered hereunder, unless specified otherwise herein, shall be in writing and shall be delivered by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to the following addresses: if to CaratiPay: Cyprus. ; and if to Company: to the address provided by Company in its application or otherwise to CaratiPay, including any email addresses, to which electronic notification may be sent by CaratiPay, or by posting such notice in the message/inbox section of CaratiPay’s online portal which may be accessed by Company after Company’s login. Each party may update its respective address with written notice. Company must promptly provide CaratiPay with any change of address. Notices sent by mail will be deemed delivered upon receipt and notices sent by e-mail or through posting in the CaratiPay online portal will be deemed delivered upon sending or posting.

• Assignment. Company may not transfer, assign, or delegate this Agreement or any of its rights or obligations, whether by operation of law or otherwise (including in connection with any merger, sale of assets, or change of control), without the prior written consent of CaratiPay, and any unauthorized attempted assignment will be null and void. CaratiPay may transfer, assign, or delegate this Agreement, or any rights or obligations related thereto, to any third party in its sole discretion. Subject to the foregoing, this Agreement will inure to the benefit of and will be binding upon the parties and their respective permitted successors and assigns.
• Force Majeure. No failure or delay on the part of any party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right. No waiver will be valid unless provided in writing and signed by the party waiving its rights hereunder. Notwithstanding any other provision in this Agreement, CaratiPay will not be liable to Company for any failure or delay in its performance of this Agreement if such failure or delay arises out of causes beyond the control of CaratiPay, including but not limited to acts of god, terrorism, riots, fire, floods, accidents, strikes, shortages, communication outages, communication interception, and the actions of any issuing bank, card network, payment processor, or TPSP.
• Severability. If any provision of this Agreement is deemed illegal, invalid, or unenforceable, the invalidity of such provision will not affect any of the remaining provisions, and this Agreement will be construed as if the illegal, invalid, or unenforceable provision is not contained. This Agreement will be deemed modified only to the extent necessary to render enforceable the remaining provisions.
• Counterparts. This Agreement may be executed and delivered in one or more counterparts, electronic or otherwise, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by electronic signatures, .pdf copies, or facsimile copies, and any such electronic signature or copy shall be sufficient to evidence the signature of such party as if it were an original signature.
• Electronic Business, Signature, and Notice. Company consents to do business electronically, which means that Company agrees that all CaratiPay agreements and Policies, including amendments thereto and documents referenced therein, as well as any notices, instructions, or any other communications regarding transactions and Company’s agreements with CaratiPay may be presented, delivered, stored, retrieved, and transmitted electronically. Company must provide CaratiPay notice of any change in its electronic mailing address. Company’s electronic signature, including without limitation clicking “Agree”, “Accept”, or an action of similar meaning or significance, shall be the legal equivalent of Company’s manual signature. The person signing on behalf of Company (including without limitation clicking “Agree”, “Accept”, or an action of similar meaning or significance) represents and warrants to CaratiPay that his, her, or its actions are authorized by Company and that such person has all required power and authority to bind Company to this Agreement. Such individual or entity also agrees that the electronic signatures that he/she/it provides online will be binding upon him/her/it and Company, and will not be construed by a court of law to have any less effect than a standard ink or paper signature. Company acknowledges that: Company is able to print a complete and legible copy of this Agreement; Company was capable of opening, reading, printing, downloading and/or saving this Agreement prior to acceptance of this Agreement; and Company had reasonable opportunity to consult with appropriate professionals prior to electronically signing this Agreement.