Master Subscription Agreement

This Master Subscription Agreement (as amended from time to time, this “Agreement”) is by and between REDA One, LLC, a Princeton limited liability company, having its principal place of business at 5 Independence Way, Suite 300, Princeton, NJ 08540 (“REDA Pay”, “we”, “us” or “our”), and you. As used in this Agreement, the words “you”, “your” and “Client” mean the person or legal entity that agrees to this Agreement (as provided herein), that uses any REDA Pay products or services, or that purchases any REDA Pay products or services directly from REDA Pay or through a contract with a third party that is an REDA Pay reseller or implementation partner (each, a “Reseller”). This Agreement contains those terms and conditions by which REDA Pay shall provide the Services (as defined below) to Client and governs Client’s use of the Services. This is a legal agreement between you and REDA Pay and includes by reference REDA Pay’s https://www.redapay.com/privacy-policy/ and any applicable Sales Contract.

BY ACCEPTING, PURCHASING OR USING OUR SERVICES, ENTERING INTO A SALES CONTRACT, OR AGREEING TO THIS AGREEMENT AS A PART OF ANY CONTRACT YOU ENTER INTO WITH A RESELLER, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. ANY INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CLIENT”, “YOU” OR “YOUR” (OR SIMILAR REFERENCES) SHALL REFER TO SUCH ENTITY. IF SUCH INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST REFUSE THE SERVICES.

A. DEFINITIONS

"Accepted Order” means a Reseller Order that has been accepted by REDA Pay, in REDA Pay’s sole discretion. For clarity, REDA Pay shall have no obligation to provide any product or service to a Reseller Client unless and until REDA Pay has accepted a Reseller Order from a Designated Reseller for such product or service, which Reseller Order REDA Pay may accept or reject in its sole discretion.

“Client Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received by REDA Pay, directly or indirectly, from Client or an authorized user by or through the Services or that incorporates or is derived from such information, data, or content by or through the Services. For the avoidance of doubt, Client Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Client or any authorized user.

"Designated Reseller” means the Reseller through which a Reseller Client purchases any REDA Pay products or services.

“Direct Client” means a Client that enters into a Sales Contract with REDA Pay.  If, in addition to purchasing any product or service through a Sales Contract (and thereby becoming a Direct Client under this Agreement), a Client also purchases any REDA Pay product or service through a Reseller, that Client will be a “Reseller Client” under this Agreement with respect to each product or service purchased through the Reseller. 

“Documentation” means any manuals, instructions, or other documents or materials that REDA Pay provides or makes available to Client in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

“Intellectual Property Rights” means patents, trademarks, service marks, designs, trade and business names, copyrights (including future copyright), works of authorship, know-how, database rights, rights in designs and inventions and rights of confidentiality, trade secrets and/or all other intellectual property rights, in each case whether registered or unregistered, and including registrations and applications for such rights and renewals or extensions thereof, and all similar or equivalent rights or forms of protection in any part of the world.

“Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, consumer, resident, or household, including, but not limited to, name, signature, Social Security number, Social Insurance Number, address, telephone number, fax number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, bank account number, credit card number, debit card number, or any other financial information, physical illness, mental illness or disabilities, location data, an online identifier, and as otherwise designated under applicable data privacy laws and regulations.

“Provider Materials” means the Services, Documentation, Resultant Data and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by REDA Pay or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include any information, data, or other content derived from REDA Pay’s monitoring of Client’s access to or use of the Services, but do not include Client Data.

“Provider Systems” means the information technology infrastructure used by or on behalf of REDA Pay in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by REDA Pay or through the use of third-party services.

"Reseller Client” means a Client that enters into a contract with a Reseller for the purchase of any REDA Pay products or services and pursuant to which the Client is obligated to pay the Reseller directly for such purchase.  If, in addition to purchasing any REDA Pay product or service through a Reseller (and thereby becoming a Reseller Client under this Agreement), a Client also purchases any product or service through a Sales Contract, that Client will be a “Direct Client” under this Agreement with respect to each product or service purchased through the Sales Contract.

“Reseller Order” means an electronic order properly submitted by or on behalf of a Designated Reseller to REDA Pay for the provision of any REDA Pay product or service to a Reseller Client based on the Reseller Client’s purchase of the REDA Pay product or service through the Designated Reseller.

“Residuals” shall mean any technique, information or general concept that is retained in the unaided memory of any of REDA Pay’s representatives who have access to Confidential Information in connection with this Agreement.

“Resultant Data” means data and information related to Client’s use of the Services that is used by REDA Pay in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

"Sales Contract” means a written sales contract or other document signed (whether in electronic or physical form) by a Client and REDA Pay for the purchase of any REDA Pay products or services and pursuant to which the Client is obligated to pay REDA Pay directly for such purchase.

Each Reseller Client and each Direct Client is also referred to as a “Client” in this Agreement. Except where expressly provided otherwise in this Agreement, the terms and conditions of this Agreement apply to all Clients.

B. SERVICES

1. Services. On the terms and conditions set forth herein, Client hereby engages REDA Pay to perform those services and provide those products specified in each Sales Contract and each Accepted Order (collectively, the “Services”), and REDA Pay hereby accepts such engagement. All Sales Contracts are hereby incorporated herein by this reference. Additionally, REDA Pay is permitted to rely on the accuracy and completeness of the information provided by a Reseller concerning a Reseller Client and the Services purchased by a Reseller Client, and REDA Pay shall have no liability to a Reseller Client for any inaccuracies or incompleteness of any such information. REDA Pay shall use reasonable efforts to render the Services and deliver the required deliverables in accordance with the timetable and milestones set forth in the respective Sales Contract or Accepted Order. Any estimates of availability or any other statements or agreements in respect of the Services made verbally by REDA Pay prior to acceptance of this Agreement and an applicable Sales Contract or Accepted Order shall not constitute a commitment of resources or constitute a timeline for delivery of Services. Client acknowledges and understands that any timetable provided by REDA Pay hereunder or in any Sales Contract or in connection with any Accepted Order is subject to Client’s cooperation. REDA Pay shall have no liability to Client for any breach of its obligations related to the Services due to a failure of Client’s cooperation and performance of its obligations hereunder. REDA Pay reserves the right to monitor and review information pertaining to (and each Client hereby consents to REDA Pay’s monitoring and review of) Client’s use of the Services to verify compliance with this Agreement and any Sales Contract or Accepted Order, including, but not limited to, retrieving and reviewing end user information and activity to confirm use by designated individuals only. REDA Pay is not and will not be bound by any representations, warranties, guarantees or covenants made by a Reseller to a Reseller Client; REDA Pay’s obligations to a Reseller Client shall be only as set forth in this Agreement.
2. Sales Contract Authorization and Modification (Direct Clients Only). Each Sales Contract is to be signed by an authorized representative of the Client. Any deviation from or modification to a Sales Contract will be binding only if agreed to by the parties in writing. In the event of any express conflict between the provisions of a Sales Contract and the provisions of this Agreement, the provisions of the Sales Contract will govern and control with respect to the interpretation of that Sales Contract; provided, however, that the provisions of the Sales Contract will be so construed as to give effect to the applicable provisions of this Agreement to the fullest extent possible.

1. Modification of Accepted Orders (Reseller Clients Only). Any deviation from or modification to the terms of an Accepted Order will be binding only if agreed to in writing by REDA Pay and the Designated Reseller in writing. Reseller Client acknowledges and agrees that REDA Pay will implement the Services (and any modifications agreed to by REDA Pay) based on the specifics provided by the Designated Reseller to REDA Pay, and Reseller Client is responsible for ensuring that all information and any requests for changes submitted by the Designated Reseller are accurate and complete.
2. Changes. REDA Pay reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services; (ii) the competitive strength of or market for REDA Pay’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law. Without limiting the foregoing, either REDA Pay or a Direct Client may, at any time during the Term, request in writing changes to the Services. REDA Pay and the Direct Client shall evaluate and, if agreed, implement all such requested changes in accordance with mutually agreed upon change procedures and other applicable terms and conditions mutually agreed upon by the parties (including any changes to the applicable Fees). No requested changes will be effective unless and until memorialized in a written Sales Contract signed by both parties. Reseller Clients must work directly with their Designated Resellers to request any changes to the Services. REDA Pay reserves the right to work directly with a Reseller Client in connection with any requested changes or any other matter pertaining to the Services. Client acknowledges that certain products and services made available by or through REDA Pay may be provided by third parties (each a “Third-Party Product”), and Client agrees that (i) such third parties may change any or all of the Third Party Products and the fees related thereto, and may cease providing any or all of the Third-Party Products, without notice, and (ii) REDA Pay shall have the right, in its sole discretion, to change any or all of the Third-Party Products and the fees related thereto, and may cease providing any or all of the Third-Party Products, without notice, in the event of any such changes or cessation by such third parties (however, REDA Pay will attempt to provide notice in advance where commercially practicable). Additionally, Client acknowledges and agrees that Client’s ability to purchase or use Third-Party Products may be subject to approval or acceptance by the relevant third parties and/or Client’s agreement to terms and conditions with the relevant third parties.
3. Subscriptions. If Client and REDA Pay enter into a Sales Contract related to subscription services or REDA Pay has agreed to an Accepted Order related to subscription services (including, in either case, any implementation, customization or maintenance of the Services), the following additional terms shall apply to such Services:some text
   1. User Subscriptions. Unless otherwise specified in the applicable Sales Contract or an Accepted Order, (i) subscription services may not be accessed by more than the specified number of users and/or subscriptions as set forth in the applicable Sales Contract or Accepted Order, (ii) additional subscriptions may be added during the applicable subscription term by a Direct Client as mutually agreed upon by the parties in a Sales Contract. A Reseller Client must work directly with its Designated Reseller to add or remove user subscriptions. Subscriptions are for designated users (identified by name) only and cannot be shared, transferred or reassigned.
   2. General Ledger Accounts and Variables. Subscriptions include a fixed number of general ledger accounts and general ledger variables. Use of the subscriptions resulting in any increased need for general ledger accounts or general ledger variables will be subject to additional Fees for Direct Clients as established by REDA Pay. Reseller Clients should check with their Designated Resellers for applicable fees.
   3. Transaction, Payment or Data Fees. For Direct Clients, transaction, payment or data usage-based Fees set forth in a Sales Contract include a threshold for transaction or usage amounts over a specified measurement period (e.g., monthly, quarterly, etc.), and additional fees shall apply for transaction or usage amounts that exceed the specified threshold in the given measurement period. Reseller Clients should check with their Designated Resellers for applicable fees.
4. Subcontractors. REDA Pay may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”).
5. Testing New Releases and Push to Production. REDA Pay will make available to Client a “sandbox” for testing new releases of REDA Pay’s subscription Services. REDA Pay will push each new release to Client’s sandbox, and Client will have the opportunity to test the new release and determine when Client will push the new release into their production instance. REDA Pay reserves the right to stop providing product or technical support for any product or service that is more than two (2) release versions behind the then-current release of the product or service. 
6. Additional Services. From time to time we may invite you to try, at no charge, additional products or services other than the Services (“Trial Services”). You may accept or decline any such Trial Services in Your sole discretion. Any Trial Services will be clearly designated as such, and REDA Pay shall have no obligation to provide any Trial Services. Trial Services are provided for evaluation purposes only and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. CLIENT ASSUMES ALL RISKS RELATED TO USING ANY TRIAL SERVICES. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REDA Pay SHALL HAVE NO LIABILITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO CLIENT’S USE OF ANY TRIAL SERVICES. TRIAL SERVICES ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY (AND REDA Pay HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING TRIAL SERVICES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT). We may discontinue Trial Services at any time in our sole discretion and may never make them generally available.
7. Support Services. Customer support (e.g., for product questions or technical issues) for Direct Clients will be as set forth in the Sales Contract. Reseller Clients must contact their Designated Reseller for all customer support needs.

C. FEES AND BILLING

1. Fees. Each Direct Client will pay to REDA Pay the charges set forth in each Sales Contract (“Fees”). Reseller Client obligations to pay fees will be governed by Reseller Client’s agreement with their Designated Reseller. All Fees owed hereunder or under any Sales Contract by a Direct Client are non-refundable and non-transferable and may not be applied toward any other payments due under this Agreement or any Sales Contract. For the avoidance of doubt, for all Clients, the Services contracted for in any Sales Contract or specified in an Accepted Order must be utilized within a twelve (12) month period (or, if otherwise stated in the Sales Contract or Accepted Order, the time period specified therein) from the date of the applicable Sales Contract or Accepted Order, and any unused portion of Services shall be forfeited upon expiration of such term. Fees, charges and costs payable hereunder by a Direct Client shall not be credited toward any subscription or other fees payable to REDA Pay, regardless of whether the Services corresponding to such Fees were utilized. For the avoidance of doubt, any unused portion of the Services (and, in the case of Direct Clients, any Fees corresponding thereto) are forfeited under any and all circumstances. All monies in connection with this Agreement shall be paid in U.S. Dollars.
2. Expenses. Each Direct Client shall pay or reimburse REDA Pay for reasonable out-of-pocket expenses (including without limitation, travel expenses) (collectively, “Expenses”) incurred by REDA Pay in the course of providing Services to the Direct Client, which shall be sent to the Direct Client in writing and paid on the terms and conditions set forth in this Agreement, Sales Contract, or the applicable invoice. Reseller Client obligations to pay expenses, if any, will be governed by Reseller Client’s agreement with their Designated Reseller.
3. Payment; Suspension for Non-Payment. Unless otherwise expressly provided in a Sales Contract, REDA Pay will invoice each Direct Client for Fees and Expenses on a periodic basis, with each invoice setting forth the Fees and Expenses related to the previous period. Unless otherwise expressly provided in a Sales Contract, any amount due to REDA Pay under this Agreement and each Sales Contract shall be payable by the Direct Client in full upon receipt of an invoice therefore, without withholding, deduction or offset of any amounts for any purpose. Any amount not paid by a Direct Client within thirty (30) days of the date of each invoice shall be subject to an interest charge equal to the lesser of 1.5% monthly or the maximum interest charge permissible under applicable law, payable on demand. Each Direct Client shall be responsible for the payment of all invoices. REDA Pay may suspend performance of the Services to a Direct Client for repeated failures to pay any amounts due hereunder, until all past due amounts and interest thereon (if any) have been paid, without incurring any obligation or liability to Client or any other person by reason of such suspension. REDA Pay may also suspend performance of the Services to a Reseller Client for failure of the Designated Reseller to pay any amounts due REDA Pay in connection with the Services until all past due amounts and interest thereon (if any) have been paid, without incurring any obligation or liability to Client or any other person by reason of such suspension. It is Reseller Client’s responsibility to ensure its Designated Reseller timely pays all fees and expenses owed to REDA Pay in connection with the Services.
4. Taxes. All Fees and other amounts payable by a Direct Client under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, each Direct Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on REDA Pay’s income. For the avoidance of doubt, if REDA Pay is obligated to collect applicable taxes, REDA Pay may include them on any Direct Client invoice, and the Direct Client shall be obligated to pay all such amounts to us unless the Direct Client provides REDA Pay with a valid tax exemption certificate.
5. Fee Increases. Other than as explicitly set forth in a Sales Contract, REDA Pay may increase Fees (i) for any renewal period of a Sales Contract in its sole discretion by providing written notice to the Direct Client at least ninety (90) days prior to the beginning of the applicable renewal period, or (ii) at any time for a Sales Contract upon providing at least thirty (30) days’ advance written notice to the Direct Client in the event of any increase in fees being charged to REDA Pay with respect to any Third Party Products (a “Third-Party Fee Increase”); provided, however, that, in the event of a Third-Party Fee Increase, Direct Client may terminate this Agreement by providing at least thirty (30) days’ advance written notice to REDA Pay no later than thirty (30) days after Direct Client receives REDA Pay’s notice of the Third-Party Fee Increase.

D. WARRANTIES

1. Client’s Warranties. For each Sales Contract and each Accepted Order, Client hereby represents and warrants that (i) with respect to tools, hardware, software and other products provided by Client for use by REDA Pay under this Agreement and any Sales Contract or Accepted Order, Client has obtained all licenses and permits which are required to be obtained to enable such use by REDA Pay; (ii) the information furnished by or on behalf of Client to REDA Pay or a Designated Reseller on which REDA Pay or the Designated Reseller based the description of the Services and the fees to be paid by Client therefore, as set forth in each Sales Contract or Accepted Order, is accurate and complete in all material respects; and (iii) Client has, or will have, the personnel and other resources available, and will provide, or cause to be provided, such personnel and resources, to fulfill Client’s obligations set forth in each Sales Contract or Accepted Order. Client acknowledges and understands that proper performance of the Services is subject to Client’s cooperation and performance of its obligations hereunder. 
2. WARRANTY DISCLAIMER. ALL REDA Pay PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND REDA Pay HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. REDA Pay SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. REDA Pay MAKES NO WARRANTY OF ANY KIND THAT THE REDA Pay PRODUCTS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED REDA Pay "AS IS", AND ANY REPRESENTATION OR WARRANTY, IF ANY, OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. CLIENT ACKNOWLEDGES THAT IT IS A SOPHISTICATED PARTY TO THIS AGREEMENT AND RECOGNIZES AND AGREES THAT THESE DISCLAIMERS ARE AN INTEGRAL PART OF REDA Pay’S PRICING AND AN IMPORTANT FACTOR IN ITS WILLINGNESS TO PROVIDE ANY PRODUCTS OR SERVICES HEREUNDER.
3. For the avoidance of doubt, if Client licensed, sublicensed, purchased or leased any third-party software or hardware from REDA Pay, Client must refer to the separate limited warranty documentation, if any, provided with the software and/or hardware by the manufacturer or licensor for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties by a manufacturer or licensor will be limited to those expressly set forth in such documentation. If the software and/or hardware did not include a limited warranty from the manufacturer or licensor, Client agrees that the software is accepted “AS IS”.
4. Client shall make no warranty, representation, guarantee or commitment to any third party relating to this Agreement, any Sales Contract, any Accepted Order, the Services, deliverables, software or hardware.

E. LIMITATION OF LIABILITY

1. Limitation on Consequential Damages, etc. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL REDA Pay BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER REDA Pay WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
2. Limitation on Cumulative Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL REDA Pay'S AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SALES CONTRACT OR ANY ACCEPTED ORDER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID TO REDA Pay UNDER THIS AGREEMENT AND (B) $100.00.

F. CONFIDENTIALITY

1. Confidential Information. As used herein, “Confidential Information” means all nonpublic information in tangible or intangible form disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of REDA Pay shall include, without limitation Provider Materials, information related to the Services, the terms and conditions of this Agreement, information contained in design documentation relating to any programs of REDA Pay (including any source code), development level documentation, all REDA Pay development tools, data files, databases, marketing plans, supplier and customer information, proprietary and technical information, business and marketing strategies and plans, and information received from others that REDA Pay is obligated to treat as confidential. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
2. Nondisclosure. Each party acknowledges that in performance of this Agreement, it may acquire knowledge of the other’s Confidential Information. The Receiving Party agrees to protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care as the Receiving Party uses to protect its own confidential information, which degree of care shall not be less than a reasonable degree of care. The Receiving Party shall not disclose any Confidential Information to any person or entity except to its employees, directors and professional advisors and only to the extent required to perform this Agreement or as expressly permitted by the Disclosing Party in writing, and in all cases only after the third party agrees to be bound by confidentiality terms substantially similar to those contained in this Agreement. Neither party shall use the other party’s Confidential Information for any purpose other than performance of its obligations and the exercise of its rights under this Agreement. Each party shall be responsible and liable to the other for any disclosure of Confidential Information by any employee, contractor, agent or other person or entity to whom such party discloses Confidential Information of the other.
3. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights hereunder; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
4. Irreparable Harm. In addition to all other legal or equitable remedies to which a Disclosing Party may be entitled to enforce this Section F, both parties acknowledge that any violation of the confidentiality obligations of this Agreement by the Receiving Party or its representatives would cause irreparable harm to the Disclosing Party and agree that the Disclosing Party shall be entitled to seek an immediate injunction or other equitable relief to prevent such violations without the necessity of proving actual harm or posting bond.
5. Independent Development; Residuals. REDA Pay shall be free to use for any purpose the Residuals resulting from access to or work with Confidential Information, provided REDA Pay shall maintain the confidentiality of Confidential Information as provided in this Agreement. Notwithstanding the foregoing, this Section shall not be construed to grant REDA Pay a license of Client’s copyrights or other intellectual property. In addition, nothing contained in this clause shall relieve either party of its confidentiality obligations with respect to the proprietary and Confidential Information or material of the other party.
6. User Activity and Credentials; Restrictions. You are responsible for: (i) the confidentiality of user access credentials that are in your possession or control; (ii) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of the Services, (iii) the activity of your users in the Services; and (iv) your users’ compliance with this Agreement, any Sales Contract and applicable law. You must notify us promptly if you become aware, or reasonably suspect, that your systems’ security or any access credentials have been compromised. REDA Pay reserves the right to limit or disable Client’s access to or use of any Services, any Client portal access, or any other REDA Pay material, product, service or website, if REDA Pay, in its sole discretion, has a concern about the security or integrity of REDA Pay’s or Client’s systems or data. Except as expressly authorized by us prior to each instance, you shall not: (i) provide the Services to any third party other than your users, use the Services in any manner not contemplated in this Agreement or any Sales Contract; (ii) derive the source code or use tools to observe the internal operation of, or scan, probe or penetrate, the Services; (iii) copy, modify or make derivative works of the Services; (iv) remove any proprietary markings or notices from any materials provided to you by us; (v) frame or mirror the Services or any part thereof; or (vi) use the Services: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to store sensitive data such as bank account data, social security (or equivalent) numbers and credit card data outside of the designated fields therefor; (c) to send or store material that violates the rights of a third party; (d) to send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (e) for any other illegal or unlawful purpose. You may not knowingly facilitate or aid a third party in any of the foregoing activities. Client shall use its best efforts to assist REDA Pay in the protection of REDA Pay’s legal rights and to enforce REDA Pay’s and applicable third party’s Intellectual Property Rights. Client shall cooperate fully with REDA Pay in any action by REDA Pay in the event of an actual or threatened violation of REDA Pay’s proprietary rights by any person or entity, including clients of Client.

G. INTELLECTUAL PROPERTY

1. Products are Licensed not Sold; No Implied Rights. REDA Pay reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any Intellectual Property Rights or other right, title, or interest in or to any Provider Materials or third-party materials. All uses in this Agreement, a Sales Contract, or an Accepted Order, of the terms "sell," "sale," "resell," "resale," "purchase," "price," and the like mean the grant of a license and shall not be deemed a sale of any copy of or rights in any Provider Materials. Nothing in this Agreement grants or conveys, or permits Client to grant or convey, any ownership right in any of the Provider Materials or any third-party materials, or any article or copy thereof or Intellectual Property Rights therein.
2. Grant of Non-Exclusive License. During the term of this Agreement, and subject to the terms and conditions of this Agreement, REDA Pay hereby grants to Client a non-exclusive, non-transferable license, without the right to sublicense, to access and use the Services, Documentation, and any Client portal made available by REDA Pay, solely (i) for Client’s internal business purposes, and (ii) in a manner that is in compliance with any Documentation made available by REDA Pay. With respect to any software provided to Client (whether alone or as incorporated into or forming a part of any Services), such license shall encompass object code only. Client shall not disclose, furnish, transfer, or otherwise make available the Provider Materials, or any portion thereof, or related documentation provided by REDA Pay in any form, to any third party other than as permitted by this Agreement. All rights not expressly granted to Client hereunder are reserved by REDA Pay and its licensors and any third parties providing third-party materials.
3. Obligation to Limit Access of Proprietary Information; Use Restrictions. Client shall limit the use and access of the Provider Materials solely to its representatives directly involved in the operation of the Services (and subject to confidentiality requirements in this Agreement). Under no circumstances shall Client (i) access, use or make available any Provider Materials beyond the scope of the permissions granted in this Agreement, (ii) license, sublicense, encumber, lease, rent or transfer any Provider Materials or any right or license granted by REDA Pay, without REDA Pay’s written permission, (iii) access, use or make available any Provider Materials for time-sharing or service bureau purposes, (iii) disassemble, decompile, create derivative works of, reverse engineer, or (except as expressly permitted herein) copy, any of the Provider Materials or portions thereof, or otherwise attempt to gain access to or learn the source code, structure or algorithms underlying the Provider Materials or portions thereof, or (iv) access or use any Provider Materials, or any third-party products or services, in a manner that infringes, misappropriates or violates any Intellectual Property Right or other right of any third party, or violates any applicable law.
4. Proprietary Rights and Ownership of Provider Materials. As between REDA Pay and Client, all right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with REDA Pay and its licensors. With respect to any third-party materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the third-party materials. Client has no right or license to any Provider Materials or third-party materials except as expressly licensed under this Agreement, and subject to the requirements and restrictions set forth in this Agreement. Client shall take no action inconsistent with the Intellectual Property Rights of REDA Pay or its licensors. Client hereby unconditionally and irrevocably assigns to REDA Pay its entire right, title, and interest in and to any Intellectual Property Rights that Client may acquire in or relating to any of the Provider Materials (including any rights in derivative works or patent improvements relating thereto), whether acquired by operation of law, contract or otherwise. To the extent the foregoing does not transfer all of such right, title and interest to REDA Pay, Client hereby grants REDA Pay a perpetual, irrevocable, worldwide license to use and fully exploit any such Intellectual Property Rights (and, to the extent not included in the foregoing, all suggestions and ideas Client communicates to REDA Pay for modifying any REDA Pay product or service), without compensation, without any obligation to report on such use, and without any other restriction. Client shall have no right to obtain the source code for any Services. All other rights in and to the Provider Materials are expressly reserved by REDA Pay.
5. Client Data. As between Client and REDA Pay, Client is and will remain the sole and exclusive owner of all right, title, and interest in and to all Client Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted herein.
6. Consent to Use Client Data. Client hereby irrevocably grants all such rights and permissions in or relating to Client Data as are necessary or useful to REDA Pay, its Subcontractors, and REDA Pay personnel to enforce this Agreement and exercise REDA Pay’s, its Subcontractors’, and REDA Pay’s personnel’s rights and perform their respective obligations hereunder.

H. PRIVACY

1. _Personal Information. You represent, warrant and covenant that all Personal Information (including any Client Data) provided or otherwise made available to REDA Pay, directly or on your behalf, is done so in compliance with applicable law, and that You have provided all necessary and appropriate notices and opt-outs, and otherwise have all necessary and appropriate rights, to enable REDA Pay to (i) access and use the Personal Information to provide the Services and as otherwise permitted under this Agreement, (ii) share any and all Personal Information you provided with any parent, subsidiary, affiliate, or related company of REDA Pay (collectively, the “Group”), and (iii) use any such Personal Information in connection with any and all of the Group’s internal operations and functions, including, but not limited to, improving the Group’s products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. The parties agree that the sharing of Personal Information between members of the Group does not constitute a “sale” of such Personal Information under applicable law. Each Reseller Client acknowledges and agrees that its Designated Reseller is permitted to share Personal Information and other Client-related information with REDA Pay.
2. Security. REDA Pay shall implement and maintain reasonable and appropriate safeguards to protect the security and confidentiality of all Client Data in its possession.

I. INDEMNIFICATION

Client shall indemnify, defend and hold REDA Pay and its affiliates harmless from and against any claim, liability, damage, loss, assessment, fine or proceeding brought or assessed against REDA Pay, its representatives or its affiliates arising out of Client’s use of the Services or breach of any covenant, warranty or representation contained in this Agreement. REDA Pay will have the right, at its option, to defend itself against any such claim or proceeding or to participate in the defense thereof by counsel of its own choice.

J. TERM AND TERMINATION

1. Term.some text
   1. Term of Agreement. This Agreement shall be effective when agreed to by Client as provided in the first paragraph of this Agreement, and thereafter shall, unless terminated earlier as permitted herein, remain in effect until the expiration of all Sales Contracts and Accepted Orders as provided herein.
   2. Term of Sales Contracts and Accepted Orders. Each Sales Contract and Accepted Order shall have the initial term as provided therein, unless terminated earlier as provided herein. Upon expiration of the initial term, each Sales Contract will thereafter automatically renew for subsequent periods equal to the then-expiring initial term or renewal term, as applicable, unless the Sales Contract is non-renewed by the Direct Client (as provided below).  All Sales Contracts and Accepted Orders will terminate upon any termination of this Agreement as permitted herein. 
   3. Expiration and Non-Renewal. This Agreement shall automatically terminate upon the expiration of all Sales Contracts and Accepted Orders (including any renewal terms). A Direct Client may non-renew a Sales Contract only by providing at least ninety (90) days’ advance written notice to REDA Pay prior to the then-expiring initial term or renewal term. A Reseller Client’s ability to non-renew Services will be subject to Reseller Client’s contract with its Designated Reseller.
   4. Termination by REDA Pay. REDA Pay may terminate this Agreement with a Direct Client for any reason by providing Direct Client with at least thirty (30) days’ advance written notice. REDA Pay may also terminate this Agreement immediately upon written notice to a Client in the event that:some text
      • i. Client or a Designated Reseller breaches any payment obligation or Client breaches any obligation or restriction pertaining to REDA Pay’s Intellectual Property Rights or any licenses or access granted hereunder;
      • ii. Client fails to perform any material obligation, warranty, duty or responsibility or is in default with respect to any term or condition undertaken by Client under this Agreement, and such failure or default continues unremedied for a period of thirty (30) days;
      • iii. Client commits any act of gross negligence or willful misconduct related to its performance under this Agreement; or
      • iv. You are a Reseller Client, and REDA Pay’s contract with your Designated Reseller expires or terminates.
   5. Client may, upon written notice to REDA Pay, terminate this Agreement if REDA Pay fails to perform any material obligation, warranty, duty or responsibility or is in default with respect to any term or condition undertaken by REDA Pay under this Agreement, and such failure or default continues unremedied for a period of thirty (30) days after REDA Pay receives written notice of such failure or default from Client.
   6. Notwithstanding the foregoing, if REDA Pay does not receive payment when due from Client or its Designated Reseller, REDA Pay shall have no further obligation under this Agreement or any Sales Contract or Accepted Order.
2. Effect of Termination.some text
   1. Payment of Fees; Return of Confidential Information. Upon the effective date of termination of this Agreement: (a) Client shall promptly pay all amounts payable to REDA Pay for Services rendered and out-of-pocket expenses incurred up to the date of termination (including the entire amount of Fees applicable to the remaining subscription period); and (b) each party shall return or destroy, at the direction of the other party, all of the other party’s Confidential Information in its possession; provided REDA Pay may retain Confidential Information as required by law or its document retention practices, or in its backup systems in the ordinary course; provided such retained information shall continue to be bound by the obligations set forth herein. Each Reseller Client acknowledges and agrees that REDA Pay shall have no liability to Reseller Client with respect to termination of this Agreement as permitted herein, including without limitation, liability for any fees owed by Reseller Client to a Designated Reseller pursuant to Reseller Client’s contract with the Designated Reseller.
   2. Termination of REDA Pay’s Contract with Designated Reseller. Each Direct Client acknowledges and agrees that REDA Pay’s contract with the Designated Reseller could terminate or expire without notice to the Direct Client, and upon any termination or expiration of REDA Pay’s contract with the Designated Reseller, REDA Pay may, but will not be obligated to, continue to provide Services to Reseller Client or to reassign Reseller Client to a different Reseller. Direct Client acknowledges and agrees that to continue receiving Services under any such circumstances, Reseller Client may be required to agree to a Sales Contract with REDA Pay or to a contract with the new Reseller (each of which may include payment of additional fees).
3. Non-Solicitation. Neither party shall during the term of this Agreement and for a period of one (1) year thereafter (the “Non-hire Period”) directly or indirectly hire any employee of the other party. In the event one party directly or indirectly, hires (whether as an employee or an independent contractor) any employee of the other party during the Non-hire Period or any former employee of the other party who voluntarily terminated their employment with the other party within twelve (12) months of being hired by the other party, the hiring party shall pay the other party liquidated damages in an amount equal to 1.5 times such employee’s most recent annual salary. Notwithstanding the foregoing, it shall not constitute a violation of this Section if an employee responds to a general job advertisement that is not specifically directed at any personnel of the nonbreaching party.

K. MISCELLANEOUS

1. Independent Contractor. Each party, in rendering performance under this Agreement, is acting solely as an independent contractor. In no way is either party to be construed as the agent of the other party in any respect, any other provisions of this Agreement hereunder notwithstanding.
2. Communications and Notices. From time to time, we may communicate with you about the Services and this Agreement electronically (e.g., emails to your registered email address, notices on the REDA Pay website, etc.). Your consent to receive electronic communications from REDA Pay and further agree that any notices, agreements, disclosures, and other communications that we send to you electronically will satisfy any applicable legal notification requirements. We recommend that you keep a copy of any electronic communications we send to you for your records. Any notices or communications to REDA Pay shall be in English and in writing, and shall be sent via U.S. Certified Mail, Return Receipt Requested, or, by prepaid overnight or courier service, to the address below, or such other address as shall be designated in writing by REDA Pay. Notices are deemed given on receipt.

REDA One, LLC.

5 Independence Way
Suite 300, Princeton
NJ 08540

3. Entire Agreement; Amendments. This Agreement, including any applicable Sales Contracts, and any other document or written agreement that incorporates or is incorporated into this Agreement, constitutes the entire agreement between Client and REDA Pay with respect to the Services, and supersedes all prior agreements between you and REDA Pay, whether written, oral or implied, in relation to the Services. This Agreement may not be amended by Client without written agreement of the parties. REDA Pay may modify this Agreement from time to time by posting an updated version of this Agreement on its website. You can determine when this Agreement was last updated by reviewing the “Last Updated” date at the beginning of this Agreement. Unless agreed to otherwise by REDA Pay in writing, any updated version of this Agreement will be effective and binding upon you immediately upon such posting. Your continued use of any Services after our posting of an updated version of this Agreement constitutes your agreement to be bound by the then-current version of this Agreement posted on our website.
4. Construction; Headings. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement or any of its provisions.
5. Severability. If any provision of this Agreement or any Sales Contract is deemed by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability, will not affect any other term or provision of this Agreement or the Sales Contract, or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement or any Sales Contract so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
6. Waivers. Any failure by REDA Pay to enforce or take advantage of any provisions hereof shall not constitute a waiver of the right subsequently to enforce or take advantage of such provision, and no rights of REDA Pay shall be deemed waived, nor shall this Agreement or any terms or provisions thereof be changed or amended or waived, in any way whatsoever, except by written agreement executed by authorized officers of both parties.
7. Rights and Remedies Cumulative. Unless otherwise specifically provided, the rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have at law, in equity, or otherwise.
8. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Maryland without regard to principles of conflict of laws that would require application of the laws of any other jurisdiction. Neither the United Nations Treaty for International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to or govern this Agreement. All disputes arising out of or relating to this Agreement shall be brought solely in the Circuit Court of Howard County, Maryland or the Federal District Court for the District of Maryland as permitted by law, and the parties hereby submit to the exclusive jurisdiction and venue of such courts for the resolution of such disputes (each an “Exclusive Jurisdiction Court”). Notwithstanding the foregoing, either party may bring an action in any court of competent jurisdiction to enforce a judgment entered by an Exclusive Jurisdiction Court.
9. Assignment. Neither this Agreement nor any interest in it shall be assigned, directly or indirectly, by Client without the prior written consent of REDA Pay. REDA Pay may assign this Agreement. Subject to the terms contained herein, this Agreement shall be binding upon and inure to the benefit of the legal representatives, successors and assigns of the parties.
10. Force Majeure. REDA Pay shall not be responsible for failure to perform under this Agreement when its failure results from any of the following causes: acts of God or public enemies, civil war, epidemic, pandemic, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or work interruption or any cause beyond its reasonable control.
11. Press Releases and Publicity. Neither party shall issue any press release or similar publicity without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, REDA Pay can, without prior written consent, identify Client as one of its customers on its website and in any customer list provided to third parties.
12. Survival. All Sections of this Agreement and any Sales Contract that explicitly state they survive or, to give their full effect, would be expected to survive, shall survive any non-renewal of this Agreement and/or any Sales Contract, including, without limitation, Sections: A, C, D, E, F, G4, G5, G6, I, J2, J3 and K.

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