Last Updated: 10/20/2022

This end user license agreement is a binding agreement(“Agreement”) between you (“End User”, “your” or “you”) and Zero Technologies, LLC and/or its affiliates (“Strictly”) (the “Terms”). This Agreement govern your use of Strictly solutions (the “Services”). The Services are proprietary payment solutions created by Strictly, and are licensed, not sold, to you.

By executing the agreement referencing these Terms or by otherwise using the Services to submit a payment (each, an “Order”), you (a) acknowledge that you have read and understood these Terms; (b) represent that you are 18 years of age or older/of legal age to enter into a binding agreement; and (c) accept these terms and agree that you are legally bound by the terms. If you do not agree to these terms, do not use the services. Strictly Zero and End User agree as follows:

1. Services. You acknowledge that Strictly owns and retains all right, title and interest in and to the Strictly Trademarks, Services, copyrights and any related technology utilized under or in connection with this Agreement, including but not limited to all intellectual property rights associated therewith. No title to or ownership of any of the foregoing is granted or otherwise transferred to End User or any other entity or person under this Agreement. End User will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any of the Services or related technology.

2. License 

a) Grant.  Strictly grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Services to submit debit, prepaid and credit card payments using a terminal owned or otherwise controlled by you ("Terminal") strictly in accordance with the Services’ documentation; and access, and use on such Terminal the Services, strictly in accordance with the Terms. 

b) Restrictions. End User agrees to not (i) copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services; (ii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; (iii) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof; and (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time.

3. End User Responsibilities.

a) ID and Password. ZeroTech will issue End User access codes or user IDs with End User-generated passwords to enable End User to access End User's payment gateway account and use the Services. End User will restrict access to such ID, password, and account to End User's employees and agents as may be reasonably necessary consistent with the purposes of this Agreement and will ensure that each such employee and agent accessing and using the account is aware of and otherwise complies with all applicable provisions of this Agreement regarding such use and access. End User is solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes for purposes of giving End User access to the Services. Strictly shall be entitled to rely on information it receives from End User and may assume that all such information was transmitted by or on behalf of End User. End User shall comply with all Strictly recommendations and notices regarding the security of End User's ID, password and payment gateway account(s).

b) Relationship to Merchant Service Providers. End User may have enrolled in the Services via a Merchant Service Provider. “Merchant Service Provider” means any third party through whom ZeroTech may offer the Services to End User, including but not limited to a reseller, Independent Sales Organization ("ISO"), application service provider, merchant aggregator, acquiring bank and financing agency. In addition to any other agreement End User may have with the Merchant Service Provider, the terms and conditions of this Agreement govern End User's use and Strictly's provision of the Services. End User expressly acknowledges and agrees that Strictly may share information about End User and End User's account with its Merchant Service Providers.

c) Compliance. In connection with the exercise of End User's rights and obligations under this Agreement (including, without limitation, any related to individual privacy), End User will comply, at End User's own expense, with all laws, policies, guidelines, regulations, ordinances, rules applicable to End User, this Agreement, End User data or the Transactions and/or orders of any governmental authority or regulatory body having jurisdiction over the subject matter hereof, including, without limitation, the Rules, the Federal Trade Commission and Services Documentation. “Transaction” means any card authorization, credit, ticket only, capture or settlement request, decline transaction, or other related transaction, completed or submitted under End User’s account to Strictly.  Strictly reserves the right to amend, modify or change the Services Documentation at any time. “Services Documentation” means collectively, the operating instructions, user manuals, and help files, in written or electronic form, made available to End User and that are intended for use in connection with the Services. End User shall not use the Services in any manner, or in furtherance of any activity that may cause Strictly to be subject to investigation, prosecution, or legal action.

d) Additional Solutions and Services. In the event that End User enrolls in and/or utilizes any of Strictly's Additional Services, End User hereby acknowledges and agrees to the terms and conditions contained in Appendix B, Additional Services Terms and Conditions.  
e) Third Party Products and Services. End User's use of third-party products and services shall be governed by and subject to separate third-party product, service, software and/or license agreements. Strictly will not be a party to such third-party agreements and does not warrant or guarantee any third party product or service.

4. Data Collection, Privacy and Security.

a) End User

• End User is solely responsible for the security of data residing on servers owned or operated by End User, or a third party designated by End User (e.g., a Web hosting company, processor or other service provider). End User shall comply with all applicable laws, policies and regulations governing the security, privacy, collection, retention and use by End User of End User data, including, without limitation, financial information, card account numbers, and all other personally identifiable End User information. End User agrees to provide notice to End Users on End User's website that discloses how and why personal and financial information is collected and used, including uses governed by this Agreement. 

• End User will comply with all then-current legal obligations and security measures, as applicable, including without limitation those issued by Payment Networks and the Federal Trade Commission, associated with the collection, security, dissemination and destruction of End-User and Transaction data, and expressly including the Payment Card Industry Data Security Standard (PCI DSS). End User acknowledges that End User is responsible for the security of End User cardholder data while in End User's possession. End User warrants that End User has taken such precautions as are necessary to ensure that End User's server and electronic systems are secure from breach or intrusion by unauthorized third parties. In the event that End User's system is breached and an unauthorized third party has access to or has accessed End-User data or Transaction data, End User shall notify Strictly promptly of such breach and shall take such precautions as may be necessary to prevent such breaches from occurring in the future. 

• End User agrees that End User will comply with all Strictly security protocols and security advisories in effect during the term of this Agreement. End User is solely responsible for verifying the accuracy and completeness of all Transactions submitted and processed by Strictly associated with End User's account and verifying that all corresponding funds are accurately processed. End User acknowledges that Strictly shall not be liable for any improperly processed or unauthorized Transactions or illegal or fraudulent access to End User's account, End-User or Transaction data. Strictly's liability for improperly processed or unauthorized Transactions solely attributable to the negligence of Strictly is limited pursuant to Section 8.

b) Strictly

• Strictly will collect, retain, and disclose information and data collected from End User and End Users in accordance with the Services Documentation and Privacy Policy. In addition, Strictly, its subsidiaries, Merchant Service Providers, partners, suppliers and/or their agents/contractors may transfer data amongst themselves as necessary for the purpose of the provision and management of the Services. “Privacy Policy” is available at https://strictlyzero.com/privacy . Strictly may further transfer data: (1) to third parties assisting Strictly in evaluating End User's eligibility for, provision of, administration and management of the Services; (2) with non-affiliated entities that assist Strictly in providing products and services that End User has requested; (3) with companies that provide support services to Strictly or with which Strictly has agreements to provide marketing services on its behalf; or (4) as otherwise permitted by law. While Strictly uses commercially reasonable efforts to safeguard data, Strictly does not warrant that End-User data and Transaction data will be transported without unauthorized interception or modification or that data will not be accessed or compromised by unauthorized third parties. 

• With respect to the Services, at all times while this Agreement is in effect, Strictly will maintain compliance with the Payment Card Industry Data Security Standard (PCI DSS). Strictly acknowledges that Strictly is responsible for the security of End User cardholder data while in Strictly 's possession. 

c) Data Retention. End User is solely responsible for compiling and retaining permanent records of all Transactions and End-User data for End User's reference. Except as otherwise provided herein, at no time shall Strictly have an obligation to store, retain, report or otherwise provide any copies of or access to any records of Transactions or End-User data collected or processed by Strictly.

5. Service Fee.  Any "Service Fee" charged to you when you use the Services is non-refundable. A "Service Fee" is processed as a separate transaction from the primary transaction amount.

6. Payment of Fees. You agree that in the event you participate in any direct processing program (“Direct Funding”) the funds paid by your customers for the Services will be paid to you by the Direct Funding provider. When you receive Direct Funding, you acknowledge that a portion of the amount included after the deduction of your sales proceeds and costs of Direct Funding belongs to Strictly (the “Strictly Funds”). Strictly will periodically (daily, monthly, etc.) calculate the amounts of Strictly Funds due and debit the account that you designate (“Designated Account”) to collect those amounts via automated clearing house (ACH). Strictly has a right to round, assess and determine the Strictly Funds in accordance with its standard operating procedures. You may be charged a $25 fee if any of ACH debit authorized under these Terms is returned as a result of insufficient funds in your Designated Account, closure of your Designated Account, or if the bank account number or other information provided is incorrect. Strictly reserves the right to resubmit for collection any ACH item authorized by you that is returned. Strictly will notify you within 2 (two) business days of the receipt of a returned ACH item and may resubmit any rejected ACH item up to 3 times.

7. Term and Termination. This Terms commences when you begin to use the Services and will continue in effect until terminated the expiration or termination of the Order, unless otherwise terminated earlier as provided within this Agreement. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination (i) all rights granted to you under this Agreement will also terminate; and (ii) termination will not limit Strictly’s right and remedies at law or in equity.

8. Termination and Suspension.

a) Termination by End User. End User may terminate this Agreement, at any time and for any reason, with or without cause, upon written notice to Strictly. In the event End User is billed by a Merchant Service Provider, End User hereby authorizes the Merchant Service Provider to terminate this Agreement on End User's behalf.

b) Termination by Strictly. Strictly may terminate this Agreement and/or End User's access to the Services, at any time and for any reason, with or without cause, upon thirty (30) days' written notice.

c) Termination or Suspension of End User by a Merchant Service Provider. If Strictly is to be paid for End User's access to and use of the Services by a Merchant Service Provider, and if Strictly receives notice from such Merchant Service Provider that it has terminated or suspended its relationship with End User, Strictly may suspend and/or terminate End User's right to access and use the Services and/or this Agreement without notice and without liability. In addition, Strictly may suspend and/or terminate the Services and/or this Agreement without notice and without liability upon receipt of notice from End User's Processor or acquiring bank that End User is no longer entitled to send an authorization message, settlement message, or other message or payment data related to a card transaction to End User's Processor. “Processor” means a card processor that accepts Transactions from Strictly and processes Transactions for End User.

d) Threatening Condition. In the event that Strictly reasonably believes that End User is in violation of its obligations hereunder, including, without limitation, selling products or services that violate law or regulation, or that End User's conduct poses a threat to Strictly's systems, equipment, processes, or Intellectual Property (the "Threatening Condition"), Strictly may immediately suspend End User's Account(s). Intellectual Property shall mean all (i) copyrights (including, without limitation, the right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations and applications, trademark rights (including, without limitation, registrations and applications), patent rights, trade names, mask-work rights, trade secrets, moral rights, author's rights, privacy rights, publicity rights, algorithms, rights in packaging, goodwill and other proprietary rights, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of any state, country or jurisdiction; (ii) intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, enhancement or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; and (iii) all derivatives of any of the foregoing. Account means a top-level gateway identifier that is issued by Strictly to End User to enable End User's use of Services hereunder. For each business unit within End User's organization that requires invoices to be sent to an address different than the primary Account, a new Account is required. In any event, Strictly may terminate this Agreement if the Threatening Condition remains uncured more than thirty (30) calendar days after End User is notified of the Threatening Condition.

e) Effect of Termination. Upon termination of the Agreement for any reason, all rights and obligations of the parties under this Agreement shall be extinguished, except that (a) all payment obligations hereunder shall survive such termination; and (b) the rights and obligations of the parties under Sections 1, 9, 10, 11, 12, and 13 shall survive such termination.

9. Confidential Information

a) Each Party (the "Receiving Party") hereby agrees (i) to hold the other party's (the "Disclosing Party") Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person; (iii) not to make any use whatsoever at any time of such Confidential Information except as contemplated hereunder, (iv) not to remove or export from the United States or re-export any such Confidential Information or any direct product thereof, except in compliance with, and with all licenses and approvals required under, applicable U.S. and foreign export laws and regulations, (v) not to copy or reverse engineer any such Confidential Information, and (vi) that any employee, subcontractor, or agent given access to any such Confidential Information must have a legitimate "need to know" and shall be bound in writing to comply with the Receiving Party's confidentiality obligations, whether generally or specific to this Agreement.

b) Except as otherwise provided in this Agreement, within thirty (30) calendar days of termination of this Agreement, the Receiving Party shall, destroy all materials that constitute Confidential Information and/or Intellectual Property of the Disclosing Party and upon request provide to the Disclosing Party written certification signed by an authorized officer of the Receiving Party that all such information was so destroyed. Notwithstanding the foregoing, each party may retain Confidential Information that is (i) stored on archival or back-up files or (ii) required for compliance with applicable law, Payment Network Rules or its obligations pursuant to this Agreement, provided that such party continues to maintain confidentiality of such Confidential Information pursuant to the terms of this Agreement.

c) Notwithstanding any provision in this Agreement to the contrary, each party may disclose Confidential Information of the other party to the extent it is required to be disclosed pursuant to a valid order or requirement of a governmental agency or court of competent jurisdiction.

10. Representation and Warranties; Disclaimer.

a) Mutual Warranties. Each party represents and warrants to the other that (a) it has all necessary right, power and ability to execute this Agreement and to perform its obligations therein; (b) no authorization or approval from any third party is required in connection with such party's execution, delivery or performance of this Agreement, (c) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, (d) the party's obligations under this Agreement do not violate any law, policy or regulation or breach any other agreement to which such party is bound; and (e) it has all right, title or interest, or valid license to use its respective marks, and that its grant of rights associated therewith do not violate any intellectual property or other proprietary rights of any third party.

b) Strictly Warranty. With respect to the Services, Strictly represents and warrants that the Services provided to End User hereunder will conform substantially to specifications set forth in the applicable Services Documentation, as may be amended from time to time at Strictly's sole discretion. The preceding warranty will not apply if (a) any Services or products provided hereunder are used in material variation with this Agreement or Services Documentation; (b) any Services or products have been modified without the prior written consent of Strictly; or (c) a defect in any Services or products has been caused by any of End User's malfunctioning equipment or software. End User expressly acknowledges that the Services are computer network-based services, which may be subject to outages, interruptions, attacks by third parties and delay occurrences.

c) In the event End User discovers that any Services or products are not in conformance with the representations and warranties made in Section 10(b) and report such non-conformity to Strictly or if the Services are subject to outages, interruptions, attacks by third parties and delay occurrences, Strictly shall use commercially reasonable efforts to remedy material interruptions and will provide adjustments, repairs and replacements, within its capacity, that are necessary to enable the Services to perform their intended functions in a reasonable manner. End User acknowledges that Strictly does not warrant that such efforts will be successful. If Strictly's efforts are not successful, End User may immediately terminate this Agreement. The foregoing shall constitute End User's sole remedy, and Strictly's sole liability, in the event of interruption, outage or other delay occurrences in the Services. Strictly does not warrant the services of any third party, including without limitation, the Merchant Service Provider, bank or any third-party processor.

d) Disclaimer. THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. STRICTLY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. END USER MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS, INCLUDING REPRESENTATIONS OR WARRANTIES OF ANY MERCHANT SERVICE PROVIDER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10(b), STRICTLY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT. END USER UNDERSTANDS AND AGREES THAT STRICTLY SHALL BEAR NO RISK WITH RESPECT TO END USER'S SALE OF PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH CARD FRAUD OR CHARGEBACKS.

e) End User's Warranties. End User represents and warrants that at all times during the term of this Agreement and any renewal thereof: (i) all representations and statements made by End User in this Agreement, or in any other document relating hereto by End User or on End User's behalf, are true, accurate and complete in all material respects; (ii) it is engaged in a lawful business and has all necessary rights and authorizations to sell and distribute its products and/or services; (iii) End User will comply, at End User's own expense, with all laws, policies, guidelines, regulations, ordinances or rules applicable to End User, this Agreement, End User data or the Transactions, including, without limitation: (a) the Rules; (b) the Payment Card Industry Data Security Standard (PCI DSS); (c) any regulatory body or agency having jurisdiction over the subject matter hereof; and (d) the Services Documentation.

f) Third Party Programs. End User acknowledges that the Services are designed for use with certain third-party programs, including, without limitation, certain Internet browser and software programs developed and owned by third parties. End User will look solely to the developers and manufacturers of such programs with regard to warranty, maintenance or other support regarding the same. Strictly does not warrant and shall not be responsible for services or software provided by unaffiliated third-party vendors. End User authorizes Strictly to disclose to any third-party vendor information concerning End User to the extent required to deliver the requested service.

g) Strictly acknowledges the importance to its business of the content, accuracy, completeness, performance, and timeliness of the Services. However, Strictly disclaims any responsibility for errors or omissions in the content, accuracy, completeness, performance, or timeliness of the Services, nor does Strictly guarantee the content, accuracy, completeness, performance, or timeliness of the Services. Similarly, information provided by the Services or the Terms is subject to change at any time by Strictly without prior notice. The continued use of the Services constitutes your agreement to any changes.

11. Limitation of Liability.

a) LIMITATIONS. UNDER NO CIRCUMSTANCES (I) WILL STRICTLY OR ANY OF ITS AFFILIATES OR VENDORS (OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR ITS PARENTS, AFFILIATES OR VENDORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGE OR LOSS SUFFERED OR INCURRED BY END USER, REGARDLESS OF THE FORM OF ACTION, OR ANY LOSS OF REVENUE, PROFITS OR BUSINESS, ANTICIPATED SAVINGS, LOSS OF GOODWILL OR REPUTATION, COSTS OF DELAY, LOST OR DAMAGED DATA, OR THE INCURRING OF LIABILITY FOR LOSS OR DAMAGE OF ANY NATURE WHATSOEVER SUFFERED BY THIRD PARTIES, ALL WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) WILL STRICTLY'S TOTAL AGGREGATE LIABILITY TO END USER UNDER THIS AGREEMENT EXCEED THE GREATER OF THE AGGREGATE COMPENSATION STRICTLY RECEIVED FOR PROVIDING THE SERVICES TO END USER DURING THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE OR $1,000. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

b) DISCLAIMER. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, END USER EXPRESSLY AGREES THAT STRICTLY SHALL NOT BE LIABLE FOR ANY LOSS (HOWEVER OCCURRING, INCLUDING NEGLIGENCE), ARISING FROM OR RELATED TO: (A) END USER'S FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE END USER'S MERCHANT ACCOUNT; (B) FRAUDULENT TRANSACTIONS PROCESSED THROUGH END USER'S PAYMENT GATEWAY ACCOUNT(S); (C) DISRUPTION OF SERVICES, SYSTEMS, SERVER OR WEBSITE BY ANY MEANS, INCLUDING WITHOUT LIMITATION, DDOS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER TECHNOLOGY; (D) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, A MERCHANT SERVICE PROVIDER, PAYMENT PROCESSOR OR BANK; OR (E) THE LIMITATION OF THE FUNCTIONING OF ANY SERVICES OR SOFTWARE, HARDWARE, OR EQUIPMENT ASSOCIATED THEREWITH.

c) THIRD PARTY PRODUCTS AND SERVICES. STRICTLY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN RELATION TO THIRD PARTY PRODUCTS OR SERVICES. END USER'S USE OF THIRD PARTY PRODUCTS AND SERVICES IS AT END USER'S OWN RISK. STRICTLY ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM THE USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD PARTY PRODUCT OR SERVICE, REGARDLESS OF WHETHER OR NOT STRICTLY IS A RESELLER OF OR REFERRAL AGENT FOR SUCH PRODUCT OR SERVICE.

12. Indemnification

a) Indemnification by Strictly.

• General. Strictly shall defend, indemnify and hold End User and any of End User's officers, directors, agents and employees harmless from and against any and all third party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by End User, arising out of or relating to any alleged infringement of a U.S. patent or copyright of any other entity or person by the Services.

• Limitation; Prevention of Infringement. Strictly's obligations in Section 12(a)(i) do not apply if: (i) the Services have been modified by parties other than Strictly; (ii) the Services are used in conjunction with data where use with such data gave rise to the infringement claim; (iii) End User's failure to install upgrades or patches provided by Strictly where such upgrade or patch would have removed the infringing condition; (iv) End User's use of the Services in a manner inconsistent with Services Documentation; or (v) End User's use of the Services with software or hardware not authorized by Strictly, where use with such other software or hardware gave rise to the infringement claim. If the Services or any component thereof becomes, or in Strictly's opinion is likely to become, the subject of a claim of infringement, then End User shall permit Strictly, at Strictly's sole option and expense, either to (i) procure for End User the right to continue using the Services as permitted in this Agreement, or (ii) replace or modify the affected Services or infringing component so that it becomes non-infringing. If, after using commercially reasonable efforts, Strictly is unable to cure the infringement, either party may immediately terminate this Agreement. THIS SECTION 12(a)(ii) STATES THE ENTIRE LIABILITY OF STRICTLY TO END USER WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES.

b) Indemnification by End User. End User shall defend, indemnify, and hold harmless Strictly and its affiliates, parents, and/or subsidiaries, and any of their officers, directors, agents and employees, from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by Strictly, arising out of or relating to (a) any breach or alleged breach by End User of any representation, warranty, or obligation of End User set forth in this Agreement; (b) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by End User or any of End User's employees, agents or End Users; (c) the reliability, accuracy, or legitimacy of payment data or purchase orders submitted by End User to Strictly; (d) payment card transactions submitted by End User to Strictly and rejected by Strictly or an issuing bank; (e) any alleged infringement of a patent, copyright, trademark or other intellectual property right resulting from End User's actions; (f) claims by End Users, including, without limitation, claims relating to the disclosure of End User or consumer data; or (g) any alleged or actual violation by End User of any applicable laws, regulations, the Payment Network Rules or any regulatory body or agency having jurisdiction over the subject matter hereof. In the event End User causes fines and/or penalties to be charged to Strictly by the Payment Networks or any other entity, End User agrees to immediately reimburse Strictly for said fines or penalties.

c) Indemnification Procedure. The obligations of each party ("Indemnitor") under this Section 11 to defend, indemnify and hold harmless the other party ("Indemnitee") shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.

d) Exceptions. If End User is an agency or instrumentality of a state of the United States and are precluded by the law of End User's state from entering into indemnification obligations, then the obligations under Sections 12(b) and 12(c) shall apply only to the extent permitted by such state law.

13. General Provisions.

a) Marketing. Except for any announcement intended solely for internal distribution or any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of either party, all media releases, public announcements or public disclosures (including, but not limited to, promotional or marketing material) by either party or its employees or agents relating to this Agreement or its subject matter, or including the name, trade name, trademark, or symbol of the other party, are prohibited without the prior written consent of both parties. Notwithstanding the foregoing, either party shall be entitled to disclose the existence of the relationship formed hereunder between Authroize.Net and End User without the prior written consent of the other party and Strictly shall be entitled to include End User's name and/or logo in End User lists within Strictly corporate presentations without prior written consent.

b) Non-exclusivity. Each party acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.

c) Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall make them joint venturers, partners, employees, agents or other representatives of the other party. Neither party shall make any representation that suggests otherwise. End User further recognize that if End User contracted for the Services with a Merchant Service Provider, such provider is an independent contractor and is not a joint venturer, partner, or agent of Strictly.

d) Notices. All notices to End User shall be given electronically, sent to the electronic mail address provided by or for End User during registration for the Services and/or posted in the Announcement section of End User's payment gateway account(s). Service termination notices to Strictly shall be given electronically by sending an email to support@strictlyzero.com . All other notices to Strictly must be in writing and sent to Zero Technologies, LLC, 6355 NW 36th Street, Ste. 408, Virginia Gardens, FL 33166, Attention: Legal Notice. Such written notice will be deemed given upon personal delivery, upon confirmation of receipt if sent by fax, or three (3) days after the date of mailing if sent by certified or registered mail, postage prepaid. Electronic mail notices shall be deemed given the next business day following the date delivered.

e) Amendment; Modifications. Strictly may update or modify this Agreement from time-to-time, including any referenced policies and other documents. In the event that Strictly makes material changes to the terms of this Master Subscription Agreement, Strictly will post the updated Agreement on its website (which will be effective immediately upon posting unless otherwise stated) and may provide End User with notice as appropriate under the circumstances (by, for example, sending End User notice via email or through the Services). Upon such notice, End User’s and its Authorized Users’ continued use of the Services constitute End User’s acceptance of such changes. Notwithstanding the foregoing, in the event that any Order is amended or renewed past its Initial Order Term or any Renewal Order Term, as applicable, upon amendment or renewal of such Order the then-current Agreement will apply. Any such updates to the Agreement  will not apply to End User to the extent that: (i) the changes concern matters which are the subject of an actual Dispute between End User and Strictly as of the date such changes take effect; and (ii) Strictly has actual notice of such Dispute as of the date such changes take effect.

f) Severability; Headings. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.

g) Governing Law; Consent to Jurisdiction. This Agreement will be deemed entered into in State of Florida, USA and will be governed by and interpreted in accordance with the laws of the State of Florida, USA excluding (i) that body of law known as conflicts of law and (ii) the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that any dispute arising under this Agreement will be resolved in the state or federal courts in Miami-Dade County, Florida, USA and the parties hereby expressly consent to jurisdiction therein.

h) Waiver. The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.

i) Assignment. End User will not have the right or the power to assign any of End User's rights or delegate the performance of any of End User's obligations under this Agreement without the prior written consent of Strictly, including in the case of a merger.

j) Force Majeure. Neither party will be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party, infiltration or disruption of the Services by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or any other software program or technology designed to disrupt or delay the Services, or other catastrophes or any other occurrences which are beyond such parties' reasonable control (each a "Force Majeure Event"), provided that the party delayed will provide the other party notice of any such delay or interruption as soon as reasonably practicable, will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event and in no event will any failure to pay any monetary sum due under this Agreement be excused for any Force Majeure Event.

k) Telephone Recording. End User acknowledges, agrees and consents to Strictly monitoring and recording any End User service telephone conversations with End User at any time, without additional further notice to the parties to such conversations.

l) Entire Agreement. This Agreement together with all of Strictly's policies referenced herein sets forth the entire understanding and agreement of the parties and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. End User acknowledges that this Agreement reflects an informed, voluntary allocation between Strictly and End User of all risks (both known and unknown) associated with the Services.

m) Survival. The provisions of this Agreement relating to any fees or other amounts owed, payment of interest on unpaid fees, confidentiality, warranties, limitation of liability, indemnification, governing law, severability, headings and this paragraph shall survive termination or expiration of this Agreement.

n) Export Control. End User understands and acknowledges that Strictly is subject to regulation by agencies of the U.S. government which prohibits export or diversion of certain products and technology to certain countries, persons, or other entities. Any and all obligations of Strictly to provide the Services shall be subject to all applicable export laws and restrictions and regulations. End User agrees to comply with all applicable export laws and restrictions and regulations and not to export or re-export any Strictly Intellectual Property (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods including, without limitation, Iran, Cuba, Syria, Sudan, the Crimea Region of the Ukraine and North Korea; or (ii) to any person on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Person's List.