1. WELCOME

As part of ApexPayTT (the Service), ApexPayTT will provide the Client with use of the Service, including a browser interface and data transmission, access and storage. Client's registration for, or use of, the Service shall be deemed to be agreement to abide by these Terms of Use ("Agreement") including any materials and terms available on the ApexPayTT websites incorporated by reference herein, including but not limited to ApexPayTT privacy and security policies.

2. DEFINITIONS

Application means one or more of the ApexPayTT software applications listed above or such other software application as notified by ApexPayTT from time to time.

Email means any email or other communications generated or sent through the Service by a User.

Fees means the charges by ApexPayTT for subscription to or use of the Service.

ApexPayTT means ApexPayTT Software Limited of ****************************.

Order Form means the ApexPayTT order or invoice form or forms and any ancillary ApexPayTT terms completed and processed by and with Client to sign up for the relevant Service.

Service means hosting of the specific ApexPayTT software Application identified during the ordering process, developed or licensed, operated, and maintained by ApexPayTT, accessible via https://ssisolutions.biz or another designated ApexPayTT web site or IP address, or ancillary online or offline products and services provided to Client by ApexPayTT, to which Client is being granted access under this Agreement.

Client means the individual or entity that has subscribed for the Service under the terms and conditions of this Agreement.

Client Data means data submitted, stored, sent or received via the Services by Client or a User (as defined below).

Term means the Initial Term or any Renewal Term, as defined in Section 7 below.

User means Client's employees, representatives, consultants, contractors, customers or agents who are authorized to use the Service and have been supplied user identifications and passwords by Client (or by or for ApexPayTT at Client's request).

3. TERMS OF SERVICE FOR ApexPayTT

3.1. Terms of Service.

Client acknowledges and agrees to the terms of service herein. In addition, Client agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service, and/or any new Service(s) subsequently purchased by the Client will be subject to this Agreement.

3.2. Client Must Have Internet Access.

In order to use the Service, Client must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based content. Client must also provide all equipment necessary to make such (and maintain such) connection to the World Wide Web.

3.3. Accuracy of Client's Registration Information.

Client agrees to provide accurate, current and complete information ("Registration Data") about Client as prompted by the registration form, which Client will fill out online in order to gain access to the Service. Client further agrees to use commercially reasonable efforts to maintain and promptly update the Registration Data to keep it accurate, current and complete. Client acknowledges and agrees that if Client provides information that is intentionally inaccurate, not current or incomplete in a material way, or ApexPayTT has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete in a material way, ApexPayTT has the right to suspend or terminate Client's account.

3.4. User Email and Notices.

Client agrees to provide ApexPayTT with Client's e-mail address, to promptly provide ApexPayTT with any changes to Client's e-mail address, and to accept emails (or other electronic communications) from ApexPayTT at the e-mail address Client specifies. Except as otherwise provided in this Agreement, the Client further agrees that ApexPayTT may provide any and all notices, statements, and other communications to the Client through either e-mail or posting on the Service.

3.5. Passwords, Access, and Notification.

The maximum number of Users that Client may designate under Client's account is the number of seats purchased by Client, and Client may provide and assign unique passwords and User names to each authorized User for each seat purchased. Client acknowledges and agrees that Client is prohibited from sharing passwords and/or User names with unauthorized users. Client will be responsible for the confidentiality and use of Client's (including its employees') passwords and User names.

3.6. Third-Party Software.

Client agrees to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by ApexPayTT. Until notified otherwise by ApexPayTT, Client agrees to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by ApexPayTT and to follow logon procedures for services that support such protocols. Client acknowledges that ApexPayTT is not responsible for notifying Client of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks not owned or operated by ApexPayTT or telecommunications facilities, including, but not limited to, the Internet.

3.7. Transmission of Data.

ApexPayTT employs security measures designed for the protection of information and data. However, Client understands that the technical processing and transmission of Client's electronic communications is fundamentally necessary to Client's use of the Service. Client agrees that ApexPayTT is not responsible for any electronic communications and/or Client Data which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by ApexPayTT.

3.8. Proprietary Rights.

1. Client acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Client further acknowledges and agrees that content or information presented to Client through the Service or by advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

1. Each party retains all right, title and interest in its data, information and intellectual property rights, and nothing in this Agreement is intended to transfer or diminish such rights. The parties further acknowledge and agree that as between the parties, ApexPayTT owns all right, title, and interest in the Service, Applications and the ApexPayTT Technology and underlying software and proprietary and intellectual property rights therein. The use by Licensee of any of these rights is authorized only for the purposes set forth herein and upon expiration or termination of this Agreement for any reason such authorization will cease.

3.9. Confidentiality.

Except as expressly and unambiguously permitted hereunder, each party shall hold in confidence and not use or disclose any materials or information disclosed by the other party that are marked as confidential or proprietary, or if disclosed verbally, reduced to writing and marked confidential within thirty (30) days after the date of disclosure ("Confidential Information"). Confidential Information will also include the Applications, Software, Documentation and any new product or service information. Each party shall treat the other party's Confidential Information with at least the same degree of care it uses to prevent unauthorized disclosure or use of its own Confidential Information, but in no event less than reasonable care. Confidential Information will not include:

1. Any materials or information that the recipient can prove is now, or later becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public.
2. Is known by the receiving party at the time of disclosure as evidenced by its records.
3. Is furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure.
4. Is independently developed by the receiving party without any breach of this Agreement.
5. Is the subject of a written permission to disclose provided by the disclosing party.
6. is disclosed in response to a valid order of a court or other governmental body or any political subdivision thereof in the jurisdiction in which the confidential information is required to be disclosed; provided, however, that the receiving party shall first have given notice to the disclosing party and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for which the order was issued.
7. Is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.

Access to the Confidential Information is limited to employees and agents of the receiving party who have a legitimate "need to know" of the information for their performance of this Agreement, who have been advised of the confidential nature thereof and who have agreed in writing, as a condition of employment, engagement or otherwise, to protect the Confidential Information with terms no less than are imposed by this Agreement. Notwithstanding the above, ApexPayTT may use aggregate information to measure general Service usage patterns and characteristics of its user base, and may include such aggregate information about its audience in promotional materials or reports to third parties. This aggregate information will not reference names, phone numbers, email addresses, or other personally identifiable information, and it is not traceable to a specific recipient or user email address. ApexPayTT may assign its rights in this agreement to any third party as it determines in its absolute discretion.

3.10. Storage Limits.

ApexPayTT does not limit the amount of database storage per client.

3.11. Compliance with Applicable Laws.

Your use of the Service must comply with all applicable Laws. This includes laws applicable to you and also laws applicable to ApexPayTT and the recipients of any Email. Examples of applicable laws include laws relating to spam or unsolicited commercial email (UCE), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Service and the Emails you generate and send through the Service. 

4. RESTRICTIONS AND RESPONSIBILITIES
5. This is a contract for Services and the Application software will be installed, accessed and maintained only by ApexPayTT and no license is granted thereto. Client agrees that it will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any Application, software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. The Client represents, covenants, and warrants that the Client will use the Services only in compliance with ApexPayTT’s standard policies then in effect (the "Policy") and all applicable laws (including but not limited to policies and laws related to spamming, privacy (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation). The Client hereby agrees to indemnify and hold harmless ApexPayTT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client's use of Services or the Storage Service as described below. Although ApexPayTT has no obligation to monitor the content provided by Client or Client's use of the Services, ApexPayTT may do so and may remove any such content or prohibit any use of the Services it believes may be (or are alleged to be) in violation of the foregoing.
6. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, web services, long distance and local telephone service (collectively, "Equipment"). Client shall be responsible for ensuring that such Equipment and services are compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in ApexPayTT' published policies then in effect. Client shall also be responsible for maintaining the security of the Equipment, Client account, ancillary services, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account, Services or the Equipment with or without Client's knowledge or consent.
7. Client acknowledges and agrees that Client is the controller of personal data and Client remains responsible for the obligations of a controller, including but not limited to, the responsibility for complying with any laws and regulations providing for notice, choice, and/or consent prior to transferring the personal data to ApexPayTT for processing. The Client acts as a data exporter, and decides what data to upload and process, or to allow its users/customers to upload and process, on the Services. The data subjects may include the Client's representatives and end users, such as employees, job applicants, contractors, collaborators, partners, and customers of the Client. Data subjects also may include individuals attempting to communicate or transfer Personal Data to users of the Services. Personal Data may include, among other information, personal contact information such as name, home address, home telephone or mobile number, fax number, email address, and passwords; information concerning family, lifestyle and social circumstances including age, date of birth, marital status, number of children and name(s) of spouse and/or children; employment details including employer name, job title and function, employment history, salary and other benefits, job performance and other capabilities, education/qualification, identification numbers, social security details and business contact details; financial details; and goods and services provided. The Client shall disclose personal data to ApexPayTT, the data importer, only as necessary for ApexPayTT to provide the Services in accordance with these Terms of Service.
8. In order to enable the Client to meet requirements under applicable data protection laws, the parties hereby agree that transfers from Client to ApexPayTT are made subject to these Terms of Service and with Client acting as the “data exporter” and ApexPayTT acting as the “data importer(s)”; or (ii) other appropriate transfer mechanisms that provide an adequate level of protection in compliance with the applicable data protection laws. Client may terminate the SCC 2010 at its discretion by written notice to ApexPayTT. The SCC 2010 shall apply only to the transfer of personal data to any country not recognized by the European Commission as providing adequate protection of personal data or any recipient not covered by a legal framework deemed by the European Commission as providing an adequate level of protection for personal data. The SCC 2010 are effective as of the Effective Date and will not apply retroactively. The SCC 2010 will automatically terminate upon (i) the end of the Term or otherwise upon conclusion of ApexPayTT's provision of the Services or (ii) ApexPayTT having implemented alternative adequate safeguards in compliance with the applicable requirements of respective data protection laws and other applicable local laws and regulations concerning international and onward data transfers (e.g. Binding Corporate Rules for Processors).
9. ApexPayTT shall maintain appropriate administrative, physical and technical safeguards designed to protect personal data provided through the Services as described at Security Policy, to the extent applicable to ApexPayTT’s processing of personal data.
10. Client hereby instructs and authorizes the use of sub-processors to assist ApexPayTT with respect to the performance of ApexPayTT's obligations in provision of the Services. ApexPayTT requires such sub-processors undertake obligations of a sub-processor as required by these Terms of Service. ApexPayTT and its sub-processors provide the Services globally, but any processing of personal data shall only take place in facilities in jurisdictions in which ApexPayTT and its sub-processors support the provision of the Services.
11. For any audits or certifications, except where applicable law requires otherwise, the parties agree they will utilize the details set forth at Data &Security Policy. If such details do not satisfy the requirement, or if Client makes some other request or instruction of ApexPayTT, ApexPayTT shall respond in good faith and provide Client with commercially reasonable information on ApexPayTT's standard processes and an estimate of additional fees and costs that Client would have to pay before ApexPayTT has to grant any requests or instructions that ApexPayTT does not offer as part of its standard services. The Client shall not be obligated to pay such additional fees or costs, unless and until Client, at its sole discretion, agrees to such payment obligations in writing. ApexPayTT shall not be obligated to meet Client's requests or instructions until agreement on additional payments, if any, is reached, and ApexPayTT has received such payments, if any. If the parties, acting reasonably and in good faith, cannot come to an agreement on such payments, requests or instructions, the Client may terminate their use of the Service, subject to Client’s payment of all fees for the then-current term, as such term had originally been agreed by the parties.
12. Until the Termination of Services (under Section 7 of this agreement), ApexPayTT shall provide Client access to the personal data so that Client may correct, delete, or block such personal data. If the Client is unable to correct, delete, or block such personal data, then to the extent permitted by law and pursuant to the Clients detailed written instructions, ApexPayTT will make such corrections, amendments, or deletions on the Client's behalf pursuant to a mutually agreeable statement of work in which Client agrees to pay ApexPayTT’s reasonable fees associated with the performance of any such correction, deletion or blocking of personal data. If Client or a User uses the Services to delete any Client Data and the Client Data cannot be recovered by Client or an End User (such as from the “inactive" list feature), this use will constitute an instruction to ApexPayTT to delete the relevant Client Data from ApexPayTT’s systems in accordance with applicable law. ApexPayTT will comply with this instruction as soon as reasonably practicable (but in not less than 30 days to allow for recovery from backups in the instance of an accidental deletion by a Client or User) and within a maximum period of 180 days, unless EU or EU Member State law requires storage. If a Client cancels the Service, ApexPayTT will delete the Client Data from ApexPayTT's systems within a maximum period of 180 days, unless EU or EU Member State law requires storage.
13. In the event of a Security Incident, ApexPayTT will notify Customer in accordance with ApexPayTT’s obligations under the applicable law or regulatory requirement that applies to the Security Incident. “Security Incident” shall mean the misappropriation of personal data located on ApexPayTT systems or processed by providing the Services that compromises the security, confidentiality, or integrity of such personal data. Security Incidents will not include unsuccessful attempts or activities that do not compromise the security of Client data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems. Notification(s) of any Security Incident(s) will be delivered to the Client Email Address or, at ApexPayTT’s discretion, by direct communication (for example, by phone call or an in-person meeting). Client is solely responsible for ensuring that their Email Address is current and valid. ApexPayTT will not assess the contents of Client Data in order to identify information subject to any specific legal requirements. Client is solely responsible for complying with incident notification laws applicable to Client and fulfilling any third party notification obligations related to any Security Incident(s). ApexPayTT’s notification of or response to a Security Incident under this Section 4(h) will not be construed as an acknowledgement by ApexPayTT of any fault or liability with respect to the Security Incident.
14. If ApexPayTT receives a request from a data subject in connection with the processing of such person’s personal data on Client's behalf, then ApexPayTT shall notify Client, to the extent legally permitted; provided, however, that Client shall have the sole obligation of responding directly to such data subject. ApexPayTT shall reasonably cooperate with the Client in the event of an investigation by a data protection regulator or similar authority, if and to the extent that such investigation relates to ApexPayTT's processing of personal data.
15. ApexPayTT shall keep a list of sub-processors and make it available for Client’s review upon request on an annual basis or in the event that a new sub-processor is added. Customer consents to ApexPayTT’s use of sub-processors in performance of the Applicable Services.

5. FEES, BILLING AND RENEWAL
6. Unless otherwise indicated by ApexPayTT for the relevant Service, Fees for the subscription or use of a Service are payable and remitted to ApexPayTT, as further described in this paragraph immediately below. ApexPayTT charges and collects non-refundable Fees in advance for use of the Service and no Fees are refundable for any reason during the Initial Term or any Renewal Term. During any Term, ApexPayTT will automatically renew and issue an invoice (a) every month for monthly service, (b) every quarter for quarterly service, (c) each year on the subsequent anniversary for annual service, or (d) as otherwise mutually agreed upon.
7. Payments made by the Client under this Agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by ApexPayTT, the Client must pay to ApexPayTT the amount of such taxes or duties in addition to the Service Fees under this Agreement. Notwithstanding the foregoing, the Client may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In such event, Client shall have the right to provide to ApexPayTT with any such exemption information and ApexPayTT will use reasonable efforts to provide such invoicing documents as may enable the Client to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

6. NON-PAYMENT AND SUSPENSION

All payments for Fees shall be due according to the terms in Section 5 (Fees, Billing and Renewal) and as provided on the relevant Service, and shall be deemed delinquent if not received by the due date. In addition to any other rights granted to ApexPayTT herein, ApexPayTT reserves the right to suspend or terminate this Agreement and Client's access to the Service if Client's account becomes delinquent for 30 or more days. Delinquent invoices are subject to interest charges of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Client will not be charged for User seats during any period of suspension. If Client or ApexPayTT initiates termination of this Agreement, Client will be obligated to pay the balance due on account computed in accordance with this Section and the Fees, Billing and Renewal Section above. Client agrees that ApexPayTT may charge such unpaid Fees and charges to Client's credit card or otherwise bill Client for such unpaid Fees and charges. Client agrees and acknowledges that ApexPayTT has no obligation to retain Client Data and that such Client Data may be irretrievably deleted if Client's account becomes delinquent for 30 or more days.

7. TERM, REDUCTION IN USERS and TERMINATION
8. This Agreement commences on the Effective Date. Unless earlier terminated under Sections 6 or 7, this Agreement will automatically renew at the end of the initial Term specified in the Order form (the "Initial Term") and any Renewal Term for successive renewal terms equal in duration to the Initial Term, or one year, if the Initial Term is equal to or greater than one year (each a "Renewal Term") at ApexPayTT then current rates, unless a different rate is specified in the Order Form covering a term of greater than one year. Either party may terminate this Agreement or reduce the number of employees, effective only upon the expiration of the then current Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following Term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of Client's breach), ApexPayTT will make available to Client a file of the Client Data within 30 days of termination if Client so requests at the time of termination. Client agrees and acknowledges that ApexPayTT has no obligation to retain the Client Data, and may delete such Client Data, more than 30 days after termination.
9. Any breach or delinquency of Client's payment obligations or unauthorized use of the ApexPayTT Technology or Service will be deemed a material breach of this Agreement. ApexPayTT, in its sole discretion, may terminate Client's password, account or use of the Service and this Agreement if Client breaches or otherwise fails to comply with this Agreement. In addition, ApexPayTT may terminate a free account at any time in its sole discretion. Client agrees and acknowledges that ApexPayTT has no obligation to retain the Client Data, and may delete such Client Data, if Client has materially breached this Agreement, including, but not limited to, failure to pay outstanding Fees, and such breach has not been cured within 30 days of payment delinquency or notice of such breach.
10. Sections 2 (Definitions), 3 (Terms of Service for ApexPayTT), 4 (Restrictions and Responsibilities), 5 (Fees, Billing and Renewal) (surviving until all Fees and charges are paid and Client responsibilities fulfilled), 6 (Non-Payment and Suspension) (surviving until all Fees and charges are paid), 7 (Term, Reduction in Users and Termination), 8 (Assignment, Successors and Assigns), 11.b. (Indemnification), 12 (Disclaimer of Warranties), 13 (Exclusion of Damages and Limitation of Liability), and 14 ("General Provisions"), shall survive expiration or termination of this Agreement.

8. ASSIGNMENT, SUCCESSORS AND ASSIGNS

Client shall not transfer or assign this Agreement or any rights or obligations hereunder without the prior written consent of ApexPayTT, and any attempted assignment or transfer in violation of the foregoing will be void. This Agreement will be for the benefit of the permitted successors and assigns, and will be binding on heirs, legal representatives and permitted assignees.

9. PUBLICITY RIGHTS

Client grants ApexPayTT the right to include the Client as a customer in ApexPayTT' promotional material. Client can opt to have their name excluded from such use by ApexPayTT as agreed to in writing on a case-by-case basis by providing a sufficiently detailed email request regarding the same to ; the subject line in such email should be entitled "Non-use of Client Name."

10. REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ApexPayTT represents and warrants that it will use commercially reasonable efforts to provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and substantially in accordance with the online ApexPayTT help documentation under normal use and circumstances. Client represents and warrants that Client has not provided any false information to gain access to the Service and that billing information is correct.

11. INDEMNIFICATION
12. By ApexPayTT. ApexPayTT shall defend, indemnify and hold Client harmless from all settlements agreed to by ApexPayTT and all costs and direct damages finally awarded to a third party to the extent they arise out of a claim that the Service as delivered to Client infringes a third party's registered patent or copyright. Client will be entitled to indemnification only

(i) if Client notifies ApexPayTT in writing within thirty (30) days of the date Client first becomes aware of a claim;

(ii) ApexPayTT has sole control of the settlement, compromise, negotiation and defence of any such action; and

(iii) Client gives ApexPayTT all reasonably available information and assistance, at ApexPayTT' expense.

ApexPayTT may, at its option, obtain the right to continued use of the Service, substitute other equivalent service, or modify the Service so it is no longer infringing, or, if none of the foregoing remedies are commercially feasible in ApexPayTT' sole discretion, terminate Client's right to the allegedly infringing Service and refund to Client a pro rata portion of the amount which Client has paid for such Service. The foregoing indemnity will not apply to any infringement claim arising from:

(a) Modification of the Service by parties other than ApexPayTT,

(b) combination of the Service with hardware and/or other software and/or ancillary services, if such claim would have been avoided by not so combining the Service, or

(c) Use of the Service other than in accordance with ApexPayTT instructions and documentation. THE FOREGOING STATES ApexPayTT' SOLE OBLIGATION AND CLIENT'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS OF ANY KIND.

1. By Client. Client shall defend, indemnify and hold ApexPayTT harmless from all third party claims and settlements agreed to by Client and all costs and direct damages awarded to a third party to the extent they arise out of Client's infringement of any third party rights, or breach of any provision of this Agreement, or making representations or warranties regarding the Service to other third parties. ApexPayTT agrees that

(i) it shall provide written notice promptly after it first becomes aware of a claim;

(ii) Client shall have sole control of the settlement, compromise, negotiation and defence of any such action; and

(iii) it shall give Client all reasonably available information and assistance, at Client's expense.

ApexPayTT shall have the right to participate in the defence or settlement with counsel of its own choosing at ApexPayTT expense, provided however that the same shall be at Client's expense if Client fails to put on an adequate defence of ApexPayTT.

12. DISCLAIMER OF WARRANTIES

ApexPayTT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT THEREIN OR GENERATED THEREWITH. ApexPayTT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT

(A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,

(B) THE SERVICE WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS,

(C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE,

(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENT THROUGH THE SERVICE WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS,

(E) ERRORS OR DEFECTS WILL BE CORRECTED, OR

(F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 10, THE SERVICE AND ALL CONTENT IS PROVIDED TO CLIENT STRICTLY ON AN "AS IS" BASIS; ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY ApexPayTT AND ITS LICENSORS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13. EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY

IN NO EVENT WILL ApexPayTT' AGGREGATE LIABILITY UNDER ANY CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO ApexPayTT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL EVENT RESULTING IN SUCH CLAIMS. ApexPayTT WILL NOT BE LIABLE FOR LOST PROFITS OR FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF ApexPayTT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE CUMULATIVE FOR ALL CLAIMS HOWSOEVER ARISING UNDER ALL AGREEMENTS, AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT SHALL FAIL OF THEIR ESSENTIAL PURPOSE.

14. GENERAL PROVISIONS

This Agreement is governed by the laws of St. Lucia and the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of St. Lucia. This Agreement, including all Order Forms provided by and entered with ApexPayTT in connection herewith, constitutes the entire agreement between the parties with regard to its subject matter, supersedes all prior or contemporaneous agreements, commitments, representations, writings, and discussions between the parties, whether oral or written, shall apply in lieu of the terms or conditions in any Client purchase order or other order documentation (all such terms or conditions shall be null and void), and there are no other agreements, representations, warranties, or commitments which may be relied upon by either party. Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labour conditions, or any other cause which is beyond the reasonable control of the party. If a court of competent jurisdiction finds any provision hereof invalid or unenforceable, that provision will either be amended to achieve as nearly as possible the intent of the parties, or if amendment is not possible the offending provision shall be deemed struck, and the remainder of this Agreement will remain in full force and effect. The captions and headings in this Agreement are for convenience only and shall not affect the construction and interpretation of any provision of this Agreement. Where this Agreement is executed in hard copy and not entered into by on-line acceptance, this Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. In the event of a conflict with the provisions of this Agreement, the provisions in any Order Form shall govern.