Payment Terms and Conditions

PLEASE READ THESE PAYMENT TERMS CAREFULLY. THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF THE COMPANY OR OTHER LEGAL ENTITY COMPLETING THE APPLICATION TO USE THE PAYMENT SOFTWARE AND PAYMENT SERVICES, REPRESENTS AND WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND SUCH ENTITY AS WELL AS ANY AFFILIATE WITH AN ACCOUNT USED WITH THE PAYMENT SERVICES (COLLECTIVELY, THE “CLIENT”) TO THIS AGREEMENT. THESE PAYMENT TERMS GOVERN CLIENT’S RIGHTS TO USE THE PAYMENT SERVICES. BY ASSENTING TO THESE PAYMENT TERMS (EITHER BY CLICKING ACCEPT, CHECKING A BOX, OR USING THE PAYMENT SOFTARE) CLIENT ACCEPTS THESE TERMS AND CONDITIONS, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN CLIENT AND JSQ TS. IF CLIENT DOES NOT AGREE TO ALL THE TERMS AND CONDITIONS OR IF THE INDIVIDUAL DOES NOT HAVE AUTHORITY TO BIND THE CLIENT, THEN DO NOT ACCPET THE TERMS AND CONDITIONS AND CLIENT WILL NOT BE AUTHORIZED TO ACCESS OR USE THE PAYMENT SOFTWARE AND PAYMENT SERVICES.

These terms and conditions, including any schedules attached hereto (collectively, the “Payment Terms”) are entered into by and between Client and JSQ Treasury Services, LLC (“JSQ TS”) as of the earliest of the date the Client accepts the Payment Terms or begins using the Payment Software (the “Effective Date”). Capitalized terms have the meanings set forth in Schedule A.

1. JSQ TS Payment Services Overview. JSQ TS provides services that allows Clients to distribute money to their investors (each investor, an “Investor;” the services, the “Payment Services”) by communicating payment instructions via the Payment Software. Client must complete an application to access and use the Payment Services. The application will require submission of information about Client, its beneficial owners, its Accounts, and other information reasonably required for JSQ TS and Bank to complete a customer due diligence review of Client. All information submitted as part of the application shall be treated as Client’s Confidential Information. Client will be not granted access to the Payment Software or be able to use the Payment Services until JSQ TS has reviewed and approved Client’s application. Approval of Client’s application is subject to JSQ TS’s discretion based on a risk review conducted on the information submitted as part of the application. If JSQ TS approves Client’s application, JSQ TS shall provide Client with access to the Payment Software to enable Client to send Payments and use the Payment Services as specified in these Payment Terms. The Payment Software is only accessible through the software-as-a-service platform of JSQ TS’s affiliate Juniper Square, Inc. (the “JSQ Software”). Client or its affiliate must have a separate subscription to the JSQ Software in order to access and use the Payment Software, it being understood that Client has no right to independently access the Payment Software if Client’s subscription to the JSQ Software has ended. Client understands that the Payment Software is separate from the JSQ Software. Juniper Square, Inc. shall be solely responsible for the JSQ Software under the terms of a separate agreement related to the JSQ Software and JSQ TS shall be solely responsible for the Payment Software. In no event will Juniper Square, Inc. be responsible for any liability of JSQ TS, or vice versa.

2. Fees. For access to and use of the Payment Services, Client must pay JSQ TS a fee (the “Fee”) for payments initiated in the Payment Software as set forth on the Rate Card for Add-On Services, as posted at https://www.junipersquare.com/terms-and-policies/rate-card (the “Rate Card”). JSQ TS may make updates to the Rate Card at any time, and any such changes shall be effective immediately upon posting to the Rate Card web page. Fees incurred by Client will be billed monthly in arrears based on Client’s usage of the Payment Services. Fees shall be past due if not paid within 30 days of the date of invoice. All amounts past due shall bear interest at the rate of ten percent (10%) per annum, or the highest rate permitted by Applicable Law, whichever is less. Fees paid are non-refundable. Client is responsible for paying all taxes associated with the Payment Services, including sales, use, value added and excise taxes as applicable, but excluding taxes assessed on the income or gross receipts of JSQ TS. To the extent JSQ TS is obligated to pay or collect any taxes for which Client is responsible under these Payment Terms, Juniper Square will invoice Client for such taxes unless Client provides a valid tax exemption certificate authorized by the applicable taxing authority or provides proof of use tax payment. If Juniper Square receives less than the full Fees due to tax withholding, the Fees shall automatically be increased to the extent necessary to ensure that Juniper Square receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made.

3. Accepted Payment Methods. Client may fund transfers to Investors via an automated clearinghouse (“ACH”) transaction debiting Client’s bank account (its “Account”) or via wire transfer from Client’s Account. In each case, funds from Client’s Account will be received to a pooled custodial account at JSQ TS’s banking partner (“Bank”) identified to Client via the Software. Bank is currently Cross River Bank, a New Jersey state chartered bank, but may change at JSQ TS’s discretion. Investors may receive payments via domestic ACH transfer, domestic wire, , or other payment method supported by the Payment Software, per Client’s instructions.

4. Initiating Payments. Payments may be initiated by the Client by submitting a payment request via the Payment Software in the form and format specified by JSQ TS (“Instructions”). Additionally, if Client has purchased administration services offered by JSQ TS’s affiliate JSQ Administrative Services LLC (“JSQ AS”), Instructions may be submitted on the Client’s behalf by JSQ AS as part of the administration services the Client receives under a separate agreement between Client and JSQ AS. In each case, Client must approve each payment within the Payment Software using a Payments Administrator or Payments Manager account.

   Each payment or associated transaction (each, a “Payment”) is subject to the prior approval of an Authorized Person in such form or format as JSQ TS may designate from time to time and execution by JSQ TS of the foregoing shall be deemed an authorized transaction of the Account. Client is responsible for all Instructions submitted to JSQ TS, and covenants that all submitted Instructions are true, correct and complete. JSQ TS shall have no obligation to execute any Instructions or effect a Payment or associated transaction if Client is in default of any of its obligations under these Payment Terms. JSQ TS makes no representations or warranties regarding its performance except as set forth in these Payment Terms.

5. Payment Purposes & Prohibited Recipients. Client agrees to use the Payment Services solely for making distributions or payments to Investors (or to correct a previously transmitted erroneous Payment). Client further represents, warrants, and covenants that it is not any of the prohibited business types or engaged in transactions of such types and that it will not use the Payment Services to engage in the activities or to send Payments to Investors or other persons that are engaged in such prohibited business types as listed as prohibited at https://www.junipersquare.com/terms-and-policies/restricted-industries (the “Restricted Industries List”). Client further acknowledges that if it is a business type listed as restricted it may be subject to additional due diligence questions as part of the application to use the Payment Software. The Restricted Industries list may be updated from time to time based on JSQ TS or Bank’s requirements. JSQ TS shall notify Client of any update to the Restricted Industries List, which may take place via notice in the Payment Software itself. Client’s continued use of the Payment Services after such notice shall be evidence of Client’s continued representation and warranty that it is not engaged in any of the prohibited business types or engaged in transactions of such types and that it will not use the Payment Services to engage in the activities or to send Payments to Investors or other persons that are engaged in such prohibited business type. If any update to the Restricted Industries list caused Client to be on the prohibited business types list or the restricted business types list, Client shall promptly notify JSQ TS.

6. Fund Ownership & Instructions. Payments to Investors do not pass into JSQ TS’s legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds. Payments are performed using one or more accounts at Bank held in the Bank’s name and owned by the Bank (“Custodial Accounts”). The Custodial Account titles also show that these Custodial Accounts are for the benefit of Clients of JSQ TS. Client acknowledges that Bank does not maintain an “account” for Client or Client’s customers within the meaning of Regulation E (12 C.F.R. Part 205), and is not subject to the error resolution procedures required under Regulation E. On Client’s Instructions, JSQ TS will instruct Bank on the use of funds in the Custodial Accounts, including receiving funds from Client and sending funds to an Investor based on Client’s instructions. The Bank transfers all funds for the benefit of JSQ TS’s Clients upon JSQ TS’s instructions.

7. Payment Services Limitations.

   1. Client acknowledges and agrees that: (i) the Payment Services shall be as made available through the Payment Software and any other services offered by Bank shall not be supported by JSQ TS. Such Payment Services may be amended from time to time, as the Bank and JSQ TS may mutually agree. JSQ TS shall have no liability for any use of Bank services outside of the Payment Services; (ii) Bank may, in its sole and absolute discretion, refuse to provide or otherwise suspend or terminate the Payment Services at any time; and (iii) Payments may be subject to processing cut-off times and transaction limits as further detailed in the Payment Software and JSQ TS online help center.
   2. Client acknowledges and agrees that: (i) it shall maintain a sufficient balance in an Account to ensure satisfaction of an Entry initiated by Client to the Account; (ii) JSQ TS may, at its discretion, refuse to provide or otherwise suspend or terminate Payment Services (A) if Client fails to maintain in the Account immediately available funds to satisfy Entries that Client may initiate or (B) if Client fails to authorize JSQ TS or Bank to debit its Account, including without limitation, by use of a “debit block”.
   3. Payment Services shall be subject to processing and timing requirements that will limit Client’s use of funds associated with such Payment Services, including that, following Bank’s processing of any funds, Bank may hold Client funds for up to an additional 48 hours. JSQ TS makes no guarantee in respect of the timing required to effect a Payment or an applicable Settlement Date.
   4. In respect of any outgoing Wire Transfer from a Custodial Account: (i) JSQ TS may reject Instructions for such Wire Transfer (A) if there any inconsistency between the Wire Transfer or Check request and other information provided to Bank or JSQ TS, (B) if there are insufficient collected funds in the applicable Account or (C) if Bank has any other reasonable grounds to refuse to honor the Wire Transfer request; (ii) JSQ TS has no obligation to discover and shall not be liable to Client for errors made by Client or its counterparties (prospective or otherwise), including but not limited to errors made in identifying the recipient of a payment or for errors in the amount of an authorized payment; and (iii) if Client requests an international Wire Transfer in U.S. Dollars to an Investor (and such transfer is supported in the Payment Software), the correspondent bank or Bank may exchange the funds for the appropriate currency at a current rate of exchange. Client will be responsible for any applicable currency conversion costs incurred by the correspondent bank or Bank, if any, and for any fees, commissions or charges imposed by the correspondent bank or any intermediary bank. JSQ TS makes no representations or warranties regarding any conversion rate and will not be liable for any currency risk such as sudden change in value. Payment to a foreign country is subject to the laws of such country and any international Wire Transfers shall be done at Client’s sole risk, therefore, there may be delays out of the control of JSQ TS and JSQ TS shall not have liability therefor.

8. Client Obligations, Representations, Warranties, & Covenants.

   1. Client represents, warrants and covenants that: (i) it is, and will remain, in compliance with the Rules and these Payment Terms and in no way limit such compliance; (ii) it will not violate Applicable Law or seek to use or use Payment Services or an Account in violation of Applicable Law, including, but not limited to, sanctions laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and (iii) it will not seek to use or use services provided by Bank, including Account features except as expressly permitted.
   2. Client agrees to designate for purposes of these Payment Services an Account. Client represents, warrants and covenants that the Account is a business deposit account at a United States-based depository institution and that Client owns or has authority to transact on such Account. In the event such authority is terminated, Client agrees to notify JSQ TS immediately and designate an alternative Account. Client further represents, warrants and covenants that any funds held in the Account are attributable to Client or its Affiliates, and Client shall use such Account and the Payment Services only for commercial use and not for any personal, family or household purposes. Client authorizes JSQ TS to initiate ACH debits to the Account in accordance with the Rules for any and all amounts necessary to provide the Payment Services, including any amounts owed to JSQ TS pursuant to these Payment Terms. Should there be insufficient funds in the Account to pay all such sums when due, the full amount of such deficiency shall be immediately due and payable by Client to JSQ TS. Client agrees to reimburse JSQ TS for any fees or charges incurred by JSQ TS as a result of any transaction that is refused by Client’s financial institution for insufficient funds.
   3. In respect of any Payment, Client acknowledges, agrees and certifies to JSQ TS that such Payment satisfy the Rules, including any warranties required thereunder. Without limiting the foregoing, Client warrants and agrees that: (i) each Instruction is accurate, timely, has been authorized by the person or entity whose account will be credited or debited, and otherwise will cause the requested Payment to comply with the Rules; (ii) Client will comply with all pre-notification requirements in the Rules; (iii) each requested Payment, as set forth in the Instructions, is for the sum which, on the Settlement Date with respect to it will be owing to a party by Client, is for a sum specified by Client to be paid to such party, or is a correction of a previously transmitted erroneous Payment; (iv) it shall retain all Payments transmitted to JSQ TS on file and in a format adequate to permit remaking of applicable eligible Payments for seven (7) Business Days following the date of their transmittal, and shall be made available to JSQ TS or Bank upon their respective requests.
   4. Client agrees to promptly provide JSQ TS with any changes to Client’s name, principal business location, and beneficial ownership. Client further agrees to provide, upon JSQ TS’s request, additional information about Client’s lines of business and transactions, including information about Client’s financial condition, operational capabilities, physical security, and internal audit procedures sufficient (i) for JSQ TS to perform financial analysis necessary to set an exposure limit regarding the Payments that may be initiated under these Payment Terms; and (ii) demonstrate Client’s continued ability to perform its obligations under the Rules in an accurate and timely manner to the satisfaction of the ODFI.
   5. Client agrees to maintain policies and procedures to ensure that Payments comply with Applicable Law regarding the requirements of the Bank Secrecy Act (“BSA”), anti-money laundering (“AML”), and OFAC compliance, including Know-Your-Customer (“KYC”) procedures to verify the identity of Client’s Investors. Client represents and warrants that, as of the Effective Date and the date of each Payment, (i) Client has in place KYC procedures and any legally required AML procedures to verify and screen Client’s Investors, (ii) Client, or its service providers, have performed any legally required or advisable BSA, AML, OFAC, and KYC screens on its Investors; and (ii) Client has determined that no Payment violates Applicable Law; Client further agrees to collect and promptly provide JSQ TS with any evidence of completion of Investor screening (unless such screening is outsourced to JSQ AS as part of separately purchased administration services) and information about Investors if requested by Bank, including name, address, and ownership information or other information.
   6. Client agrees to pay any fines or penalties imposed by OFAC, Nacha, or any other organization, that are incurred as a result of non-compliance by Client and Client agrees to fully reimburse and indemnify JSQ TS and Bank for such charges or fines.

9. Additional Terms Applicable to ACH Services.

   1. Roles of the Parties. Client, as Originator, has requested that JSQ TS, acting as a Third-Party Sender, initiate Entries through Bank as Originating Depository Financial Institution (“ODFI”) on behalf of Client by means of the ACH Network JSQ TS has agreed to provide Third-Party Sender services in accordance with the Rules and the terms of these Payment Terms. Client authorizes ODFI to originate Entries on behalf of Client to Receiver’s accounts.
   2. Types & Amounts of Entries. Client may only request initiation of Entries that comply with Applicable Law, the Rules, that use the following Standard Entry Class Codes, as such terms are defined in the Rules: (i) PPD (Prearranged Payment and Deposit); and (ii) CCD (Corporate Debit or Credit), and that otherwise comply with these Payment Terms. Client warrants to JSQ TS the warranties that ODFI makes to each RDFI under the Rules for the respective SEC codes for Entries requested by Client. Client acknowledges and agrees to comply with all applicable measures as set forth in the Rules for each applicable code.
   3. Provisional Credit. Client acknowledges that (i) the Rules make provisional any credit given for an Entry until the RDFI crediting the account specified in the Entry receives final settlement, and (ii) if RDFI does not receive final settlement, RDFI is entitled to a refund from the credited party, and the originator of the Entry (i.e., the Client) shall not be deemed to have paid the credited party. Client agrees that Client shall be responsible for all such refunds and ODFI shall have the right to be reimbursed by Client for any and all such refunds that are charged to ODFI by the RDFI.
   4. Cancellation or Amendment of Entries. Client shall have no right to cancel or amend any Instructions for an Entry after receipt of such Instructions by JSQ TS. However, JSQ TS shall use reasonable efforts to act on a request by Client to cancel an Entry before transmitting it to the ACH Network or processing it as an on-us Entry. JSQ TS shall have no liability if it fails to effect the cancellation.
   5. Rejection of Entries. JSQ TS may reject any Entry, including an on-us Entry, for any reason, including Entries with inconsistent name and account number or missing and/or incorrect information, Entries which do not comply with the requirements of these Payment Terms or the Rules, and any Entry while Client is not otherwise in compliance with the terms of these Payment Terms. It shall be the responsibility of Client to correct any Instructions for Entries rejected by JSQ TS prior to resubmission. JSQ TS shall have no liability to Client for a rejection of any Entry or any failure to provide notice of such rejection at an earlier time than that provided for in the Rules.
   6. Re-initiation of Returned Entries. Client agrees it shall not reinitiate Instructions for a Return Entry unless Client has taken corrective action to remedy the reason for the return (e.g., restoring sufficient funds); provided that if an Entry has been returned as unauthorized, stop payment, or authorization revoked, the Client will contact the necessary parties and resolve any dispute. Client agrees not to re-originate any such Return Entry unless authorized.
   7. Notifications of Change.Client acknowledges that JSQ TS may update the Software for any Notification of Change (“NOC”) received outside of the Software.
   8. Investor Identity. If Client identifies the Investor with respect to an Entry by account number or identifying number, or by name and account number or identifying number, Client acknowledges that payment of the proceeds of the Entry to the Investor shall be made by the RDFI (or by Bank in case of an On-Us Entry) on the basis of the identifying or Bank account number even if Bank identifies a person different from the named Investor.
   9. Authorizations. Client shall retain an original or a copy of each debit or credit authorization from a person or entity whose account is to be debited or credited by JSQ TS, or a record evidencing any other authorization, for two (2) years after termination or revocation of such authorization, or for such other period as required by the Rules. It is the sole responsibility of the Client to verify that the individual providing the authorization is, in fact, entitled to use of the specified account. Client’s obligation to pay the amount of the Entry to JSQ TS is not excused if the individual providing the authorization is not entitled to use of the specified account. Client shall provide a copy of such written authorization, or record evidencing any other authorization upon request from JSQ TS, Bank or any RDFI in response to an alleged unauthorized transaction or error.
   10. Errors. In respect of any ACH Entry, JSQ TS has no obligation to discover and shall not be liable to Client for errors made by Client, including but not limited to: (i) errors made in identifying the Receiver, an intermediary or Receiving Depository Financial Institution (RDFI), (ii) errors in the amount of an Entry or (iii) errors in settlement dates. JSQ TS shall likewise have no duty to discover and shall not be liable for duplicate Entries issued by Client. Notwithstanding the foregoing, if Client discovers that any Entry it has initiated was in error, it shall notify JSQ TS of such error. JSQ TS will use commercially reasonable efforts to initiate an adjusting Entry or stop payment of any on-us Entry within the time limits provided by the Rules but cannot guarantee such efforts will be effective.
   11. Third Party Beneficiaries. Client and JSQ TS agree that Bank is a third party beneficiary of these Payment Terms as they relate to Payments made by ACH. There are no other third party beneficiaries of these Payment Terms.

10. Security Procedures.

    1. As set forth in Schedule B, Client shall comply with the Security Procedures and establish and maintain strict procedures to maintain the confidentiality and security of the Security Credentials and all other security procedures, passwords, codes, security devices, and related instructions and to safeguard against unauthorized transactions. Client acknowledges and agrees that any person to whom Client provides access to any Security Credentials shall be considered an Authorized Person for purposes of these Payment Terms, with full right, power and authority to use such Security Credentials, including to order funds transfers on behalf of Client, and Client shall be responsible for the actions of each Authorized Person, including all Instructions prepared and/or transmitted by such Authorized Person, and JSQ TS shall be entitled to rely on any such Instructions received. If Client believes or suspects that any Security Credentials or other security information has been accessed by an unauthorized individual or if the authority of any Authorized Person or any person to use Security Credentials has been revoked, Client shall notify JSQ TS in writing immediately. The occurrence of such notification will not affect any transfers made in good faith by JSQ TS prior to receipt of such notification, or within a reasonable time period thereafter as necessary for JSQ TS to disable the Security Credentials or otherwise implement additional steps to prevent unauthorized transfers.
    2. As part of the Security Procedures, Client represents, warrants and covenants, for the applicable Term, that: (i) Client shall designate one (1) Control Person, and shall promptly notify JSQ TS of any changes or replacements to any designated Control Person(s); (ii) Client has implemented, and shall maintain, controls such that only an Authorized Person may access an Account and provide Instructions in respect thereof; and (iii) Client shall satisfy the Security Procedures, including, if applicable, any supplemental request if required for the purposes of Bank’s anti-money laundering requirements.
    3. Client acknowledges and agrees that JSQ TS has no obligation to monitor Client’s use of the Payment Services for transactions and activity that are impermissible or prohibited under these Payment Terms (including as set forth in Schedule B).

11. Audit and Review. Client agrees, upon ten (10) Business Days’ notice by JSQ TS, to permit JSQ TS or Bank and their designated third parties to audit, inspect, and review its policies and processes for purposes of ensuring Client’s compliance with these Payment Terms, the Rules, and Applicable Law. Client agrees to cooperate with any such audit and to respond to reasonable requests for information necessary to complete such audit in a timely manner. JSQ TS or Bank, as applicable shall conduct any such audit in a manner designed to avoid any adverse impact on Client’s normal business operations, including without limitation, limiting and consolidating its audit-related requests. JSQ TS acknowledges that the content and form of Client’s books and records, and any other information or materials shared in connection with an audit initiated under this section are the Confidential Information of Client.

12. Electronic Communications. All communications, disclosures and notices (“Communications”) provided to Client pursuant to these Payment Terms will be sent to Client in electronic form at the email address belonging to Client reflected in JSQ TS’s records. Client agrees to promptly notify JSQ TS in the event its contact information changes. All notices will be deemed to have been given or made the earlier of (a) its actual receipt by the intended recipient or (b) the Business Day following the day in which it was sent; provided, however, that JSQ TS shall not be deemed to have received an email until JSQ TS confirms such receipt by returning an email to Client. Client further acknowledges that electronic communications are inherently insecure due to the possibility of error, delay or observation or receipt by an unauthorized person. JSQ TS may rely in good faith on Client’s communications or Instructions received via email that JSQ TS reasonably believes to have been initiated by Client.

13. Processing of the Investor Information in light of the California Consumer Privacy Act.

    1. Client acknowledges and agrees that Client may constitute a Business and that JSQ TS may constitute a Service Provider with respect to the Payment Services it provides to Client with respect to each Investor that is a Consumer.
    2. To the extent that Client discloses a Consumer’s Personal Information to JSQ TS, JSQ TS shall Process such Personal Information only on behalf of Client, pursuant to these Payment Terms, and in accordance with all Applicable Law, rules, and regulations.
    3. JSQ TS certifies that it shall not Process, retain, use, or disclose a Consumer’s Personal Information for any purpose other than for the specific purpose of performing the services specified in this Payment Services. JSQ TS further certifies that it shall not Sell a Consumer’s Personal Information for any reason or combine such information with other Personal Information.
    4. In the event that a Consumer makes a request to JSQ TS to exercise his or her rights under the California Consumer Privacy Act, JSQ TS shall make prompt, commercially reasonable efforts to determine if such Consumer is an Investor and, if so, shall notify Client of the request, in writing, as soon as reasonably possible.
    5. Upon request from Client, JSQ TS shall make all reasonable efforts to assist Client in implementing any requests Client receives regarding request from an Investor that is a Consumer regarding the exercise their rights under the California Consumer Privacy Act.
    6. Client may to take reasonable and appropriate steps to help ensure that the JSQ TS uses the Personal Information transferred in a manner consistent with its business’ obligations hereunder and, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Information regarding an Investor that is a Consumer.
    7. JSQ TS shall notify Client if it makes a determination that it can no longer meet its obligations under this Section 14.
    8. Capitalized terms in this Section not otherwise defined herein shall have the meanings ascribed to them in Section 1798.140 of the California Civil Code, as of the date of execution these Payment Terms.

14. Confidentiality.

    1. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to another 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. Client’s Confidential Information includes information submitted as part of its application to use the Payment Software and Payment Services; JSQ TS’s Confidential Information includes these Payment Terms, functionality of the Payment Software, the scope of the Payment Services, and the contents of any SOC-2 or other audit reports provided by JSQ TS to Client; and Confidential Information of each Party includes the business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information does not include any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (3) is received from a third party without breach of any obligation owed to the Disclosing Party, or (4) was independently developed by the Receiving Party.
    2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party will (1) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Payment Terms, and (2) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and service providers who need that access for purposes consistent with these Payment Terms. Without JSQ TS’s prior written consent, Client will not disclose the Payment Terms, to any third party other than its Affiliates, legal counsel and accountants who agree to keep such materials confidential, provided, that Client will remain responsible
    3. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. Additionally, in order to provide the Payment Services, JSQ TS may, in accordance with Applicable Law, disclose Confidential Information in respect of Client, the Account or Payments, solely as necessary to facilitate the Payment Services, including, for example, (a) to verify the existence and condition of such funds for a third party; (b) to comply with government agency, government regulation, court order, or other legal or administrative reporting requirements; (c) to JSQ TS’s respective employees, auditors, Affiliates, service providers, attorneys, or Bank; (d) with Client’s written permission; or (e) if JSQ TS becomes aware of illegal activity or if Client is involved in a prohibited industry as described in the Restricted Industries List.

15. Limitations of Liability.

    1. DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED, JSQ TS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND JSQ TS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER (EXCEPT AS EXPRESSLY PROVIDED HEREIN), INCLUDING ANY WARRANTIES OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. JSQ TS DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY SERVICE PROVIDER. Without limiting the generality of the foregoing, and without limiting the indemnities provided by JSQ TS, JSQ TS does not warrant that the Payment Software or the Payment Services do not infringe the intellectual property rights of any person.
    2. No Consequential Damages. JSQ TS shall not be liable for any indirect, special, incidental, exemplary, punitive or consequential loss or damage of any kind, including without limitation, loss of data, diminution in value or lost business or profits, whether arising in tort (including negligence), equity, breach of contract or otherwise (and whether or not such damages are foreseeable or JSQ TS has been advised of the possibility of such loss or damage).
    3. JSQ TS shall not be liable for any action or inaction by Bank or other third party (e.g., ACH Operator, Check printing service provider, RDFI) that results in JSQ TS’s failure to perform under these Payment Terms, or otherwise causes the suspension, termination, restriction or other delay in JSQ TS’s performance, in whole or part, of the Payment Services, including the execution of any Instructions or effectiveness of any Payment. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE PAYMENT TERMS, JSQ TS’S MAXIMUM AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE PAYMENT SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO JSQ TS FOR THE PAYMENT SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE DATE THAT SUCH LIABILITY AROSE. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THIS LIMITATION. If applicable law limits the application of the provisions of this Section 15(c), a JSQ TS’s liability will be limited to the maximum extent permitted by such applicable law.
    4. IN THE PERFORMANCE OF THE PAYMENT SERVICES REQUIRED BY THESE PAYMENT TERMS, JSQ TS SHALL BE ENTITLED TO RELY SOLELY ON THE INFORMATION, REPRESENTATIONS, AND WARRANTIES PROVIDED BY CLIENT PURSUANT TO THESE PAYMENT TERMS, AND SHALL NOT BE RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS THEREOF. JSQ TS SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE SERVICES EXPRESSLY PROVIDED FOR IN THESE PAYMENT TERMS. JSQ TS SHALL NOT BE RESPONSIBLE FOR CLIENT’S ACTS OR OMISSIONS (INCLUDING, WITHOUT LIMITATION, THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY ENTRY RECEIVED FROM CLIENT) OR THOSE OF ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, THE ODFI, ANY FEDERAL RESERVE FINANCIAL INSTITUTION, ACH OPERATOR OR TRANSMISSION OR COMMUNICATIONS FACILITY, ANY RECEIVER OR RDFI (INCLUDING, WITHOUT LIMITATION, THE RETURN OF ANY ENTRY BY SUCH RECEIVER OR RDFI), AND NO SUCH PERSON SHALL BE DEEMED JSQ TS’S AGENT.
    5. IN ADDITION, JSQ TS SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD (i) RESULT IN JSQ TS EXCEEDING LIMITS IN PLACE IN ITS THIRD PARTY SENDER AGREEMENT WITH BANK; (ii) RESULT IN BANK HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES; (iii) VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTALAUTHORITY, IN BANK’S OR JSQ TS'S REASONABLE JUDGMENT.
    6. SUBJECT TO THE FOREGOING LIMITATIONS, JSQ TS’S LIABILITY FOR LOSS OF INTEREST RESULTING FROM ITS ERROR OR DELAY SHALL BE CALCULATED BY USING A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE AT THE FEDERAL RESERVE BANK OF NEW YORK FOR THE PERIOD INVOLVED.

16. Indemnification.

    1. Client Indemnification. Client shall indemnify and hold harmless JSQ TS and its parent, subsidiaries, affiliates, and their respective officers, directors, employees and permitted assigns, against any all Losses uncured as a result of a Claim arising out of or relating to: (a) Client’s breach of any representation, warranty or covenant set forth in the Payment Terms, including in respect of the Rules, (b) any act or omission by Client, its affiliates, subsidiaries, counterparties, or their respective agents or representatives or any person purporting to act on behalf of Client under these Payment Terms, including, but not limited to, an Authorized Person or a person using the Security Credentials (as defined in Schedule C), in the performance of its or their respective duties hereunder; (d) Client’s failure to maintain a sufficient balance in its Account to cover Client’s obligations under these Payment Terms, (e) Bank’s limitation, suspension, freezing, closure or termination of a particular element of the Payment Services; (f) any act or omission of an Investor or Receiver; (g) any disbursement of funds in reliance on any Instructions; (h) any loss or corruption of data received from or in transit from Client or its third party service providers, unless due to failures in the Software; (i) any actual or reasonably suspected unauthorized access to or acquisition, use, disclosure, modification or destruction of any Protected Information; or (j) without limitation of the foregoing, otherwise arising from JSQ TS’s performance or non-performance of the Payment Services as contemplated hereunder; provided, that the foregoing provision shall not apply to the extent that such Loss or such Claim result from (A) an act of fraud, embezzlement or criminal activity by JSQ TS or (B) JSQ TS’s gross negligence, or willful misconduct.
    2. JSQ TS Indemnification. JSQ TS will indemnify Client for any Losses incurred by Client as a result of any Claim that Client’s use of the Payment Software in accordance with these Payment Terms infringes a U.S. patent or infringes or misappropriates a third party’s U.S. trademark, copyright or trade secret rights, provided Client (i) promptly gives JSQ TS written notice of the Claim; (ii) gives JSQ TS the opportunity to assume sole control of the defense and settlement of the Claim; and (iii) gives JSQ TS all reasonable assistance in the defense of such Claim. Client may not enter into any settlement for any such Claim without JSQ TS’s prior written consent. Notwithstanding the foregoing, JSQ TS shall not be required to indemnify Client from any such Claim to the extent it arises out of (1) Client’s violation of these Payment Terms; (2) revisions to the Payment Software made by Client without Juniper Square’s consent; or (3) JSQ TS’s modification of the Payment Software in compliance with specifications provided by Client, or in compliance. If JSQ TS receives information about an infringement or misappropriation claim related to the Payment Software (including any notice from Client), JSQ TS may in its discretion and at no cost to Client (x) modify the Payment Software so that it no longer infringes or misappropriates; (y) obtain a license for Client’s continued use of the Payment Software in accordance with these Payment Terms; or (z) terminate Client’s access to the Payment Software and refund to Client any prepaid fees covering the remainder of the term of the terminated license, any of which actions, combined with JSQ TS’s defense obligation for a Claim shall constitute satisfaction in full of JSQ TS’s obligations under this section with respect to such Claim.

17. Covenant Not to Sue; Force Majeure. Unless otherwise required by Applicable Law, Client specifically agrees not to commence any legal action against JSQ TS for any loss arising directly or indirectly, in whole or in part, from any of the following causes: (i) any act, failure to act or delay in acting on the part of any person not within JSQ TS’ reasonable control, including Client; (ii) the negligence or misconduct of Client, or any other officer, employee or agent (apparent or otherwise) of Client; (iii) any inaccuracy or ambiguity in any information given to JSQ TS (including, without limitation, any incorrect, incomplete or untimely information) by Client; (iv) any error, failure or delay in the provision of Payment Services, execution of any Instruction, or other instruction that is caused by any natural disaster, an act of governmental or military authority, legal constraint, fire, flood, earthquake, windstorm, other natural calamity, war, riot, civil unrest, act of terrorism, labor disturbance, strike, lockout, inability of JSQ TS to obtain labor, materials or transportation in a timely manner, electrical, communication, telecommunication, word processing or computer failure or interruption of service (whether hardware, software or both) and which failure or delay in performance is not within the direct and reasonable control of JSQ TS; or (v) any other cause or circumstance beyond the reasonable control of JSQ TS or Bank.

18. Termination or Suspension of Payment Terms. The “Term” for the Payment Services begins on the Effective Date and ends upon the expiration of termination of Client’s (or its affiliates) subscription to the JSQ Software, unless terminated earlier in accordance with these Payment Terms. Either Client or JSQ TS may terminate these Payment Terms in event of a material breach of these Payment Terms by the other party. In addition, JSQ TS may terminate these Payment Terms immediately upon the bankruptcy, assignment for benefit of creditors, dissolution or liquidation of Client. In addition JSQ TS may terminate or suspend these Payment Terms for any of the following reasons: (a) JSQ TS or Bank reasonably determine that Client is in violation of, or anticipated to be in violation of, these Payment Terms, the Rules or Applicable Law; (b) Client commences any proceeding or files any petition seeking relief under Title 11 of the United States Code or any other federal, state, or foreign bankruptcy, insolvency, liquidation or similar law, (c) Client is in breach under any other agreement between Client and JSQ TS or its Affiliates, (d) upon direction from any competent and relevant regulatory authority to cease or materially limit the exercise or performance of these Payment Terms or the Payment Services, (e) JSQ TS or Bank has in good faith and on a reasonable basis determined that a person lacks authority to conduct Account transactions; (f) if for any reason Bank ceases or refuses to open, maintain, and/or provide services with respect to Client; or (g) if Bank or JSQ TS decided in their discretion to stop providing the Payment Services. Client’s obligations in respect of any Entry initiated prior to any termination or suspension of these Payment Terms, including its obligation to pay Fees (as set forth in these Payment Terms), shall survive termination or suspension of these Payment Terms until the applicable statute of limitations has elapsed. Any suspension of these Payment Terms pursuant to this section shall not preclude JSQ TS from subsequently terminating these Payment Terms in accordance with such terms.

19. Ownership of Intellectual Property.

    1. Ownership. The Payment Terms are not a sale and do not convey to Client any rights of ownership in or related to the Payment Software or Payment Services. As between the Parties, JSQ TS or its affiliates alone owns all right, title and interest, including all intellectual property rights, in and/or related to the Payment Software and Payment Services, and all of the content that is made available in connection with the Payment Software and Payment Services, including but not limited to visual interfaces, interactive features, graphics, design, databases, the data contained therein (other than Client’s Confidential Information that may be displayed therein), computer code, products, know-how, and all other elements and components of the Payment Software and Payment Services. Juniper Square also owns the copyrights, trademarks, trade names and/or service marks, and other intellectual and proprietary rights throughout the world associated with the Payment Software and Payment Services, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. Client’s copyrights, trademarks, trade names and/or service marks, Confidential Information and other intellectual and proprietary rights throughout the world shall remain the exclusive property of Client. Except as specifically authorized by JSQ TS in writing, Client shall not alter, change or remove from the Payment Software any trademark, other proprietary mark or proprietary rights notice. Except as expressly provided herein, JSQ TS does not grant Client any express or implied rights, and all rights in and to the Payment Software and Payment Services are retained by JSQ TS.
    2. Prohibited Uses. Except as expressly authorized by JSQ TS, Client may not, and shall not permit any of its affiliates, employees, consultants, agents or representatives to, in any manner, directly or indirectly:
       1. modify, alter, create derivative works or adaptations of, publicly display or in any way exploit any of the Payment Software, in whole or in part;
       2. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Payment Software or the Payment Services in any way;
       3. reverse engineer or disassemble the Payment Software;
       4. remove, disable, or otherwise create or implement any workaround to, any security features contained in the Payment Software;
       5. copy, reproduce or distribute the Payment Software or how to guides or manuals made available in the help center;
       6. use the Payment Software or Payment Services in violation of any Applicable Law, in violation of the rights of any third party, or in violation of any contract or agreement by which Client may be bound;
       7. use the Payment Software in any manner that could damage, disable, overburden, place an unreasonable load on, interfere with the proper working order of, or impair, the Payment Software, its computer systems or networks; or
       8. use the Payment Software or how to guides or manuals made available in the help center in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Payment Software, or (c) copy any ideas, features, functions or graphics of the Payment Software.
    3. License by Client to Use Feedback. Client grants to JSQ TS and JSQ TS’s affiliates a worldwide, perpetual, irrevocable, royalty-free, assignable, sublicensable, transferable license to use and incorporate into the Payment Software any suggestion, enhancement request, recommendation, correction or other feedback provided by Client relating to the Payment Services and/or the operation of the Payment Software.

20. Amendments. JSQ TS reserves the right to amend the Payment Terms at any time and will notify Client of any such changes. If JSQ TS makes material changes to the Payment Terms, JSQ TS will provide Client notice of such changes before they become effective, which may be through notification within the Payment Software itself. All changes shall be effective upon notice, except as otherwise noted. JSQ TS will date the terms with the last day of revision. Client’s continued use of the Payment Services after any change to the Payment Terms constitutes Client’s agreement to be bound by any such changes. JSQ TS may terminate, suspend, change, or restrict access to all or any part of the Payment Services without notice or liability.

21. Survival. The terms of these Payment Terms that would by their nature survive the termination of these Payment Terms, including without limitation, Section 15 (Limitations of Liability), Section 16 (Indemnification), Section 17 (Covenant Not to Sue; Force Majeure), and Section 22 (Miscellaneous) shall survive the termination of these Payment Terms and be enforceable under these Payment Terms.

22. Miscellaneous.

    1. Governing Law. These Payment Terms shall be governed by the laws of the State of California, regardless of conflict of laws principles.
    2. Arbitration. Any dispute, controversy, or claim arising out of or in connection with or relating to these Payment Terms or any breach or alleged breach thereof shall be submitted to a single arbitrator and settled exclusively by confidential binding arbitration pursuant to the Commercial Rules then in effect of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration proceeding shall be held in San Francisco, California or any other location mutually agreed upon by the parties. Judgment upon the award may be entered in any court of competent jurisdiction. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
    3. Independent Parties. JSQ TS and Client are independent contractors. These Payment Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Except as explicitly agreed to otherwise, no party shall have any authority to assume any obligation for any other party, or to commit any other party in any way.
    4. Entire Agreement. These Payment Terms contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. From time to time Client may enter into additional agreements in connection with the Software and/or other services. Unless otherwise specified in such additional agreements, any such additional agreements shall be subject to and in addition to (and not in lieu of) these Payment Terms to the extent they concern the Payment Services. No provision of these Payment Terms is to be interpreted for or against any party because that party or its attorney drafted the provision.
    5. Severability. If any provision of these Payment Terms is deemed to be invalid or unenforceable, the remaining provisions of these Payment terms shall be valid and binding and of like effect as though such provision were not included.

Schedule A

Definitions

“ACH Network” means the funds transfer system (network) governed by the Rules which provides for the clearing of electronic entries for participating financial institutions and Third-Party Senders.

“Applicable Law” means any and all federal, state or local laws, treaties, rules (including the Rules) and regulations, and any and all regulatory guidance issued by, determinations of, mandatory written direction from or agreements with any arbitrator or governmental agency or authority.

"Authorized Person” means each of a Payments Administrator, a Payments Manager, or a Control Person who has authority to approve Payments or otherwise instruct JSQ TS under these Payment Terms. Authorized Persons act on behalf of, and bind, Client.

"Business Day” means any day that Bank is open to the public for carrying on substantially all business functions, but excludes Bank holidays, or any day that is not a business day for the Federal Reserve.

"Check” means a draft, payable on demand and drawn on or payable through or at a United States office of a bank, whether or not negotiable, that is handled for forward collection or return, including a traveler’s check or cashier’s check. An instrument may be a check even though it is described on its face by another term, such as money order.

"Claim” means any action, claim, demand, suit or proceeding brought against a Party by any third party.

"Control Person” means an individual with significant responsibility for managing Client such as (1) an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or (2) any other individual who regularly performs similar functions.

"Entries” mean credit Entries and debit Entries, initiated through the Software or as otherwise communicated to JSQ TS, as well as on-us Entries consistent with the Rules.

"Losses” means any damages, liabilities, penalties, settlements and judgments resulting from a Claim, and any court costs, costs of appeal and reasonable fees of attorneys and other professionals that a Party incurs in defending and settling a Claim.

"ODFI or Originating Depository Financial Institution” means financial institutions that originate ACH transactions on behalf of customers.

"Originator” means a company, individual or entity that initiates entries into the ACH Network. “Payment Software” means the software-as-a-service product provided for Client’s use by JSQ TS, to enable Client to access and use the Payment Services.

"Payments Administrator” means an individual who has been granted authority by Client to set up payment approval processes and third-party payments service providers under these Payment Terms on behalf of Client. A Payment Administrator may designate one or more Payments Managers. “

“Payments Manager” means an individual who has been granted authority by a Payments Administrator to approve Payments or otherwise instruct JSQ TS under these Payment Terms on behalf of Client.

"Protected Information” means the non-public personal information, including financial information, of a natural person used to create, or contained within, an Entry and any related supplemental data.

"RDFI or Receiving Depository Financial Institution” means a financial institution qualified by Nacha to receive ACH transactions.

"Receiver” means a person that has authorized an Originator to initiate a credit Entry, debit Entry, or non-monetary Entry to the Receiver’s account at the Receiving Depository Financial Institution.

"Return Entry or Return Entries” mean any item, which cannot be processed and is being returned by the RDFI to the ODFI for correction or re-initiation.

"Rules” mean the Nacha Operating Rules which provide a complete guide to the Rules and Regulations governing the ACH Network.

"Security Procedures” means, unless Client and JSQ TS agree otherwise, the applicable security requirements and procedure for verifying the authenticity of Entries.

"Settlement Date” means the date on which settlement occurs, i.e., funds actually change hands as a result of an ACH entry.

Schedule B

Security Procedures

The following Security Procedures are required to satisfy JSQ TS and Bank’s requirements. Client acknowledges and agrees that JSQ TS’s performance of the Payment Services shall be conditioned upon satisfaction of these Security Procedures.

1. Security Credentials. Each Authorized Person shall select a username and password (collectively, the “Security Credentials”), and each Authorized Person shall be authorized to provide Instructions to JSQ TS. In connection with the foregoing, JSQ TS may require additional steps to validate and verify, on an ongoing basis, the Account, Control Person associated therewith, and transactions associated with, such Account, including but not limited to, two-factor authentication on all Authorized Persons or, in respect of certain transactions, seek approval from multiple individuals. Client agrees to maintain the confidentiality of the Security Procedures and Security Credentials. Client agrees not to use manufacturer-supplied defaults for system passwords and other security parameters on any operating systems, software or other systems. Client further agrees to mandate and ensure the use of system-enforced “strong passwords” in accordance with the best practices on all systems hosting, storing, processing, or that have or control access to the Protected Information and will require that all Security Credentials are kept confidential and not shared among different Authorized Persons. Client will maintain and enforce “account lockout” by disabling accounts with access to the Protected Information when there are multiple consecutive incorrect pass word attempts on an account. Client acknowledges that JSQ TS nor Bank will ever contact Client by e-mail in order to ask for or to verify Account numbers, Security Credentials, or any sensitive or confidential information. Client agrees that JSQ TS is not responsible for any losses, injuries, or harm incurred by Client as a result of any electronic, e-mail, or internet fraud.
2. Authorizations. Client will designate at least one (1) Payments Administrator. Client shall ensure that each Payments Administrator selects Security Credentials. Client will establish and maintain procedures to safeguard against unauthorized transactions. Client warrants that no individual will be allowed to initiate Payments or Instructions in the absence of proper supervision and safeguards. Client will regularly review the list of Authorized Persons people and services with access to Protected Information and remove accounts that no longer require access.
3. Notice. Client shall immediately notify JSQ TS of any actual or suspected information security breaches, including compromised user accounts, including those used for integrations and secure file transfers, (vii) protect the confidentiality and integrity of Protected Information, (viii) protect against anticipated threats or hazards to the security or integrity of Protected Information, (ix) protect against unauthorized use of Protected Information that could result in substantial harm to a natural person and (x) certify that it has established, implemented, and updated the data security policies, procedures, and systems required by the Rules.