User Agreement

Merchant Sentinel LLC (“Merchant Sentinel”) provides a platform allowing its Customers (“Customer” or “You”) to monitor Customer’s own compliance with its legal and business requirements and compliance with legal and requirements by Customer’s counterparties and other stakeholders. This User Agreement (“Agreement”) govern Customer’s use of Merchant Sentinel’s Services. Merchant Sentinel and Customer are each a Party or together the Parties.

Definitions

“Affiliate” shall mean, with respect to a party, each public or private agency, corporation, partnership, limited liability company, non-profit or other entity which controls, is controlled by or is under common control with such party (in each case “control” meaning the direct or indirect ownership of 50% or more of all outstanding voting securities).
“API” shall mean the Application Program Interface developed, maintained, and owned by Merchant Sentinel.
“Applicable Law” shall mean any statute, regulation, regulatory directive, judicial decision, or other administrative decision that applies to either Party and any provision of this Agreement and the execution of that provision.
“Business Entity” shall mean any Customer that is legally organized as a corporation, limited liability corporation, limited partnership, statutory partnership, or any other organization registered and in good standing under the laws of any state in the United States.
“Compliance Reports” shall mean analysis and reports obtained by the Customer from the Platform using Customer Data or Third-Party Data.
“Customer Data” shall mean all data and information about the Customer accessed and processed through and produced using the Services.
“Individual” shall mean any Customer who is a natural person in the United States with a U.S. taxpayer identification number.
“Intellectual Property Rights” shall mean worldwide statutory and common law rights associated with: (i) patents and patent applications; (ii) works of authorship, including copyrights, copyright applications, copyright registrations, and “moral rights”; (iii) the protection of trade and industrial secrets; (iv) trademarks, trade names, service marks, and logos, whether registered or unregistered; and (v) divisions, continuations, renewals, and re-issuances of any of the foregoing, whether now existing or acquired in the future.
“Material Breach” shall mean any breach, violation, failure, omission, or default by a Party under this Agreement that:
materially affects the rights, obligations, operations, reputation, compliance status, financial interests, or legal exposure of the other Party;

results in a violation of applicable laws, regulations, card network rules, compliance requirements, or third-party obligations;

involves fraud, misrepresentation, negligence, willful misconduct, unauthorized use of confidential information, intellectual property infringement, or unlawful activity;

causes or is reasonably likely to cause financial loss, reputational damage, regulatory action, chargebacks, fines, penalties, suspension of services, or termination of banking or processing relationships; or

remains uncured for a period of thirty (30) days after written notice from the non-breaching Party, unless such breach is incapable of cure, in which case it shall constitute an immediate Material Breach upon occurrence.
“Merchant Sentinel Platform” shall mean proprietary software platform, computing environments, and other technology or solutions to digitally gather, analyze, and distribute information, which have been developed by Merchant Sentinel and comprise Merchant Sentinel’s platform and are used to provide the Services.
“Order Page” shall mean the webpage, screen, or other location on the user interface that allows Customer to purchase the Services, select the payment terms and method, and select the period for which the purchased Services will be provided.
“Platform” shall mean any and all technology resources designed, licensed, owned, or otherwise in the lawful possession of Merchant Sentinel made available or delivered available to the Customer pursuant to the terms of this Agreement.
“Services” shall mean any and all technological or other goods and services provided to the Customer according to the terms of this Agreement.
“Service Period” shall mean the period for which the Services have been ordered by the Customer.
“Third-Party Data” shall mean all data and information about a third-party accessed and processed through and produced using the Services at the direction of the Customer.

License; Restrictions; Rights

License to the API. Subject to the terms and conditions in this Agreement, Merchant Sentinel hereby grants Customer a non-exclusive, non-transferable, revocable, non-assignable right and license to access the API for the purpose of (i) integrating into the Customer’s platform into the Platform in order to use the Merchant Sentinel services and (ii) retrieving and viewing the Customer Data and Third-Party Data to create customized Compliance Reports. This license does not transfer to Customer any ownership rights to the API, the Customer Data, the Third-Party Data, the Platform, or any Intellectual Property Rights embodied or used in connection with the API, the Customer Data, the Third-Party Data, or the Platform. All rights not expressly granted herein to a party, including without limitation title and all copyrights, patents, trade secrets, trademarks, and all other Intellectual Property Rights, are reserved to Merchant Sentinel. Customer may use Services in any jurisdiction where access and use are not prohibited by Applicable Law.
Restrictions on Use. Customers’ use of the Platform and Services are limited as described in this Subsection 2.b.
Customer shall not (1) reproduce, save, store, modify, sublicense, or distribute the API, the Platform, Customer Data, Third-Party Data, or any other proprietary data, information, access codes, or software programs provided by Merchant Sentinel without Merchant Sentinel’s written consent, which consent may be withheld for any reason at Merchant Sentinel’s sole discretion; (2) reproduce, save, store, modify or distribute Customer Data or Third-Party Data other than as permitted by Section 2(a) above, (3) remove any legal, copyright, trademark, watermark, or other proprietary rights notices contained in or on the Customer Data and Third-Party Data received; (4) use the API, the Customer Data, the Third-Party Data, or the Platform for any illegal, unauthorized, or otherwise improper purposes or in any manner other than expressly stated herein; (5) reverse-engineer, disassemble, or decompose the API, the Platform, or any other software programs provided by Merchant Sentinel and shall not remove any copyright or proprietary notices thereon; (6) sublicense, rent, lease, sell, or otherwise dispose of the API; (7) alter, amend, modify, or otherwise change the Customer Data, the Third-Party Data, or contents of the API, (8) upload, transmit, or publish any illegal, threatening, abusive, defamatory, libelous, deceptive, unfair or offensive data or content through the API or to the Platform, (9) use the API in any way or for any purpose not permitted by applicable law, or (10) use the Services, the API or the Platform in any manner that is not described in the Specifications (as defined below). Customer shall not insert Merchant Sentinel logos, brands, or other copyrighted material in any media whether for external or internal use.
Customer agrees that it will not sell access to the API, Customer Data, Third-Party Data, Compliance Reports, or use of the Platform or Services to any individual or entity that is not an Affiliate of the Customer.
Customer acknowledges and agrees that it is solely responsible for building and maintaining any and all applications and solutions that will interface with the API, and Merchant Sentinel has no obligation to assist with the development, building, or maintenance of such Customer applications and solutions.
Customers may utilize the Platform and Services by uploading a CSV File (Comma Separated Values File).

Intellectual Property Rights

Merchant Sentinel owns and shall retain all right, title, and interest, including, without limitation, any Intellectual Property Rights, in and to the Merchant Sentinel Platform and the Merchant Sentinel API, together with all algorithms, artificial intelligence technology, models, tools, methodologies, or other proprietary materials contained therein or related to the API or Platform.
Notwithstanding anything to the contrary, Merchant Sentinel shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Compliance Reports derived from the Platform), and Merchant Sentinel will be able during and after the Term of this Agreement to (1) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Merchant Sentinel offerings, and (2) disclose such data solely in aggregate or other anonymized or de-identified form in connection with its business, including its obligations under Applicable Law. No rights or licenses are granted except as expressly set forth in Section 2.a. of this Agreement.
Merchant Sentinel hereby grants Customer a non-exclusive right to use and reproduce Merchant Sentinel’s trademarks, logos, and name (“Marks”) on materials used in the ordinary course of Customer’s trade or business provided that Customer’s use of the Marks shall not be for the purpose of offering or appearing the offering of any of the Services for resale. Use of the Marks shall conform to Merchant Sentinel’s specifications as to style, color, and typeface, as such specifications may be modified by Merchant Sentinel from time to time and in its sole discretion. Customer acknowledges that the goodwill value of the Marks belongs solely to Merchant Sentinel and that the Customer shall take no action to damage the goodwill associated with the Marks or with Merchant Sentinel. In the event that Merchant Sentinel notifies Customer in writing by email or regular mail that any use of the Marks does not conform to the requirements of this section, Customer shall promptly modify or remove the Marks.
Any ideas or suggestions (“Product Suggestions”) provided by Customer to Merchant Sentinel in any form at any time do not constitute intellectual property or Confidential Information for purposes of this Agreement. Customer is not entitled to any compensation whatsoever for Product Suggestions. Merchant Sentinel may use, profit from, disclose, publish, keep secret, or otherwise exploit any Product Suggestion without restriction, at any time, in any manner, and without the consent of Customer.

Specifications; Updates; Duties

Accessing the API. Following the Effective Date, Merchant Sentinel will provide instructions and technical specifications for Customer to access the API including implementation requirements (the “Specifications”).
Updates. Merchant Sentinel may update or make enhancements to the API at any time and in its sole discretion, but shall provide Customer with 30 days’ notice, whenever possible, in connection with implementing any changes to the API change that would materially interrupt or degrade the transmission of the Customer Data and Third-Party Data.
Merchant Sentinel Duties. Merchant Sentinel will use its best, commercially reasonable efforts to perform the duties described in this Subsection.
Merchant Sentinel shall provide web-based access to the API through the Platform to Customer, including assigning security access, passwords, and user IDs necessary for such access and providing configuration, hosting, and implementation services in support of continuous access thereto in accordance with the terms and conditions set forth in this Agreement.
Merchant Sentinel will provide basic levels of support and training to allow Customer to access and use the Services.
Services will be provided as described in this Agreement and on the Order Page.
Customer Duties. Customer will use its best, commercially reasonable efforts to perform the duties described in this Subsection.
Customer shall ensure that platforms used by the Customer to host the API are configured to conform to industry standard security requirements and applicable data security laws and that its hardened platforms are monitored for unauthorized access.
Customer shall comply with any and all data breach and data privacy laws throughout the term of this Agreement and after termination of the Agreement if required under Applicable Law.
In the event Customer’s use of the Services requires Merchant Sentinel to take any actions pursuant to data breach and data privacy laws, including but not limited to providing notification to government agencies or third-parties, Customer shall fully and promptly cooperate with Merchant Sentinel to complete those actions.
If Customer uploads a CSV File onto the Platform, Customer must ensure that the file is not corrupted and will not damage the Platform in any way. Customer is liable for any damage resulting from the upload of a corrupted or damaged CSV File.

Orders and Payment Terms

Customer shall select the Services and the period for the Services on the Order Page. The cost and payment terms for the Services are described on the Order Page.
Customer will pay Merchant Sentinel the fees and for the Services and Service Period described on the Order Page together with any sales and excise taxes that may apply. Acceptable methods of payment including credit and debit cards and ACH transfer will be shown on the Order Page. The Services will be available after the payment, or initial payment if an installment payment plan has been selected, has been successfully processed.
Invoices. If Customer selects payment terms that require Merchant Sentinel to invoice Customer for payments due during the Service Period, any invoice presented shall be payable within fifteen (15) days of the date shown on the invoice. Invoices will reflect prices and payment terms shown on the Order Page for the Services selected and be sent to the email address provided by Customer on the Order Page. Customer has fifteen (15) days from the date of the invoice to dispute any charges or amounts shown on the invoice. Merchant Sentinel will review the dispute, document or adjust the invoice accordingly, and reply to Customer. Any amount due after the dispute has been resolved is payable within five (5) days from the date of the notification on the reply to the Customer.
Automatic Renewal. The Services renew automatically at the end of each service period for a service period equal to the service period originally purchased. The payment method and payment information provided for the original purchase will be used to pay for each renewal.
Cancelation. The Customer may cancel the Services at any time. Cancelation is effective at the end of the month when the Services are canceled. Cancelation does not eliminate Customer’s obligation to pay for Services used including single use services. No refunds are provided for unused Services.
Payment Failure. In the event a Customer’s payment method fails for any reason, access to the Services will be terminated immediately, without notice. If a Customer seeks to reverse a payment for access to the Services through a dispute process offered by the Customer’s financial institution or any other method, Merchant Sentinel reserves the right to collect the fee for Services purchased through any lawful means.

Confidentiality

Definition of Confidential Information. “Confidential Information” means and includes all non-public, competitively sensitive or proprietary information, documents and materials of Merchant Sentinel, Customer, and their respective employees, customers, clients, or other third parties (“Disclosing Party”), authorized to be disclosed to any other entity or individual (“Receiving Party”) according to the terms of and in connection with this Agreement, in whatever form presented (i) that have been marked as confidential; (ii) whose confidential nature has been made known by the Disclosing Party to the Receiving Party; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat the information received as confidential. Confidential Information of Merchant Sentinel includes, but is not limited to, the API and the Platform. Confidential Information does not include any information (1) already available to the public other than by a breach of this Agreement; (2) rightfully received from a third party not in breach of any obligation of confidentiality and not otherwise subject to an obligation of confidentiality; (3) independently developed by personnel or agents of a party without access to the Confidential Information from any other party; (4) proven to be already known to the Receiving Party at the time of disclosure and not otherwise subject to an obligation of confidentiality; or (5) required to be produced pursuant to Applicable Law or by the order of a court with jurisdiction over the matter which requires production of the Confidential Information, provided that to the extent permitted by law, the Receiving Party gives reasonable notice of such law or judicial order to the Disclosing Party and with sufficient time to allow the Disclosing Party to object to and/or attempt to limit production of the Confidential Information.
Duties with Respect to Confidential Information. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) to only use the Confidential Information as permitted by this Agreement in order to execute to execute the provisions of this Agreement. Disclosure to any third-party is only permitted in accordance with the terms of and in order to execute this Agreement.
Return of Information. Upon the termination or expiration of this Agreement, the Receiving Party shall promptly return all Confidential Information, or shall promptly destroy any materials containing Confidential Information, including but not limited to any copies, extracts, and summaries thereof of the Confidential Information, and shall provide the Disclosing Party with written confirmation of the return or destruction of the Confidential Information. Notwithstanding the foregoing, the Receiving Party shall not be required to destroy any automated archival backup of such Confidential Information to the extent (i) such destruction is not reasonably practicable or (ii) as required by applicable law or regulation; provided that any Confidential Information so retained shall remain subject to the confidentiality obligation of this section. Each party shall be entitled to all remedies available at law or equity, including injunctive relief, to enforce the provisions of this Section 4.

Representations and Warranties

Representations and Warranties. Each Party warrants and represents to the other Party that:
the execution and delivery of this Agreement has been duly authorized, no further approval, corporate or otherwise, is required in order to execute this Agreement and, when executed and delivered, this Agreement will constitute a legal, valid, and binding obligation of such party, enforceable against such Party in accordance with its terms;
it will comply with all Applicable Laws and regulations in performance of its duties under this Agreement;
it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;
it is not a party to any judicial or administrative proceedings that would impair or prevent the Party from performing its obligations or receiving any benefits under this Agreement;
it is solvent, not under the supervision of a bankruptcy court or tribunal, and not in default on any contract or financial obligation that would materially impair or prevent the performance of its obligations described in this Agreement; and
the execution and delivery of this Agreement and the respective rights and obligations under this Agreement does not violate any provisions of any agreement or license to which it is bound nor conflict with any court or administrative order by which it is bound. Breach of any of these representations and warranties shall be considered a Material Breach of this Agreement.

Warranty Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY MERCHANT SENTINEL (i) THAT ANY LICENSED PRODUCT OR SERVICE MADE, USED, SOLD, OR OTHERWISE PROVIDED UNDER THIS AGREEMENT IS OR WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (ii) REGARDING THE EFFECTIVENESS, VALUE, SAFETY, OR FREEDOM FROM VIRUSES, MALWARE, OR OTHER DESTRUCTIVE TECHNOLOGY; OR (iii) THAT ANY LICENSED PRODUCT WILL OBTAIN REGULATORY APPROVAL OR ENDORSEMENT OR ACHIEVE ANY OTHER MILESTONES. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, WAIVES, RELEASES, AND RENOUNCES ANY OTHER WARRANTY, EXPRESS, IMPLIED, OR ARISING UNDER APPLICABLE LAW, BUT NOT LIMITED TO, ANY WARRANTY OF PATENT SUFFICIENCY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ALL WARRANTIES FROM ANY COURSE OF DEALING, PERFORMANCE, OR USAGE OF TRADE. THE SERVICES ARE PROVIDED “AS IS”, WITHOUT ANY OTHER EXPRESS, OR ANY IMPLIED, WARRANTIES.

Indemnification and Limitation of Liability

By Customer. The Customer shall indemnify, hold harmless, and defend Merchant Sentinel and its respective officers, directors, employees, representatives, independent contractors, agents, consultants, and Affiliates (“Merchant Sentinel Indemnitees”) from and against any and all claims brought by a third party against the Merchant Sentinel Indemnitees, resulting in any losses, damages, and/or liability of kind or nature, whatsoever, foreseeable or reasonably foreseeable that are awarded against Merchant Sentinel in a final judgment by a court or other legal body of competent jurisdiction, which arise or may arise at any time due to or in connection with: (i) the Customer’s gross negligence or willful misconduct, (ii) the Customer’s breach of its confidentiality obligations under this Agreement, or (iii) Customer’s use of the Merchant Sentinel Services in a manner expressly or implicitly prohibited by this Agreement.
Procedure. Merchant Sentinel shall promptly notify the Customer of any claim or suit giving rise to Customer’s obligations under this Section 9 and permit the Customer to assume sole direction and control of the defense of the claim. Customer shall not settle or compromise any claim or suit, or consent to entry of judgment with respect to the matter for which indemnification is sought pursuant to the terms of this Agreement, in a manner that adversely affects the rights of, or imposes a material obligation on, Merchant Sentinel, or involves any admission of fault by Merchant Sentinel, without the Merchant Sentinel’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Customer assumes sole direction and control of the defense of a claim, the Merchant Sentinel will reasonably cooperate as requested, at Customer’s expense, in the defense of the action, and Merchant Sentinel and Merchant Sentinel Indemnitees may participate in the defense of such claim with counsel of its choice at its own expense.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL MERCHANT SENTINEL BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION, CIVIL OR CRIMINAL, ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR MERCHANT SENTINEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CONNECTION WITH CLAIMS ARISING UNDER THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 9, OR VIOLATION OF RESTRICTIONS ON USE IN SECTION 2(b)(i), OR EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 6. IN NO EVENT SHALL MERCHANT SENTINEL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE COMMENCEMENT OF THE RELEVANT CLAIM.

Data

Customer acknowledges the following concerning Customer Data and Third-Party Data:

Any data obtained through the Platform is the property of Merchant Sentinel or available under license to Merchant Sentinel. Customer has no legal interest in the data other than the ability to use the data pursuant to the terms of this Agreement.
Merchant Sentinel is not responsible for Customer’s use of the data.
Customer will not use any data in any way or for any purpose prohibited by Applicable Law.
Merchant Sentinel does not guarantee the accuracy or completeness of data received by the Customer through the Platform or Services.
Merchant Sentinel does not guarantee that any Compliance Reports or any analysis using data obtained through the Services will be accurate and complete.

Termination

Termination for Cause. Merchant Sentinel reserves the right to terminate the Services purchase by a Customer at any time if Merchant Sentinel determines that the Customer has violated any provision in this Agreement including any payment obligation. At Merchant Sentinel’s sole discretion, Customer may be given a reasonable period to cure the violation after which Merchant Sentinel will restore Customer’s access to the Services.
Termination for Material Breach. In the event of a Material Breach, Merchant Sentinel may be terminated access to and use of the Services immediately and without notice.
No refund will be provided for unused Services in the event of a termination for cause or a Material Breach. No refund will be provided for the period of time a Customer is given to cure any issue that would have led to termination.
Termination without cause. Either Party may terminate this Agreement without cause by providing thirty (30) days’ notice to the other Party. Access to the Services will cease at the end of the month following the thirty-day notice period. Merchant Sentinel will refund any amount paid for the after which it ceases to provide access to the Services.
Survival. Regardless of the circumstances of termination or expiration of this Agreement, the provisions of Sections 3 (Intellectual Property Rights), 5 (Confidentiality), 8 (Warranty Disclaimers), 8 (Indemnification and Limitation of Liability), 11(e) (Survival) and 12 (General Terms) shall survive the termination or expiration of this Agreement and continue according to their terms. Any provision in this Agreement which imposes any duty following termination shall survive this Agreement.

General Terms

Entire Agreement. This Agreement supersedes and replaces all previous agreements, whether oral or written, between the Parties covering the types of business referenced in this Agreement and with respect to its subject matter, unless otherwise agreed to in writing. The Agreement contains the entire understanding and agreement between the Parties with respect to the subject matter of the Agreement and supersedes and replaces all prior and contemporaneous agreements, whether written or oral, as to such subject matter with effect from the Effective Date.
Assignment. This Agreement may not be assigned by Customer without the prior written consent of Merchant Sentinel. This Agreement shall inure to the benefit of and be binding upon Merchant Sentinel’s successors and permitted assigns.
Governing Law. This Agreement shall be governed by the laws of the State of Wyoming without regard to its conflict of laws provisions. All claims arising out of or relating to this Agreement will first be submitted to the American Arbitration Association (“AAA”) and finally settled under the Rules of Arbitration of the AAA in effect at the time of applying for arbitration. The place of arbitration will be Palm Beach County, Florida or such other location mutually agreed to by the parties. The arbitration tribunal will comprise one (1) arbitrator. The language to be used in the arbitration proceedings will be English. The arbitrator’s award will be final and binding and enforceable in any court of competent jurisdiction. Notwithstanding anything to the contrary, nothing in this Agreement will prevent Merchant Sentinel from seeking injunctive relief with respect to a violation of Intellectual Property Rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
Venue. The state and federal courts in Palm Beach County, Florida shall have jurisdiction over any litigation related to this Agreement.
Arbitration. All claims arising out of or relating to this Agreement will first be submitted to the American Arbitration Association (“AAA”) and finally settled under the Rules of Arbitration of the AAA in effect at the time of applying for arbitration. The place of arbitration will be Palm Beach County, Florida or such other location mutually agreed to by the parties. The arbitration tribunal will comprise one (1) arbitrator. The language to be used in the arbitration proceedings will be English. The arbitrator’s award will be final and binding and enforceable in any court of competent jurisdiction. Notwithstanding anything to the contrary, nothing in this Agreement will prevent Merchant Sentinel from seeking injunctive relief with respect to a violation of Intellectual Property Rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
Severability and Waiver. Nothing in this Agreement will be construed so as to require the commission of any act contrary to Law. In the event of any conflict between any provision in the Agreement and any present or future Applicable Law, the latter will prevail, and (1) the affected provision in the Agreement will be revised only to the extent necessary for the Agreement to comply with Applicable Law, and (2) the all other provisions of this Agreement shall remain enforceable to the fullest extent provided by Applicable Law and consistent with the Parties’ intent. The failure of either Party to enforce any rights granted to it hereunder or to take any action against the other Party in the event of any breach of the Agreement will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
Notices. Merchant Sentinel will send any notice required by this Agreement to the email address provided by the Customer on the Order Page. It is the Customer’s responsibility to update its email address. Customer agrees that failure to update its email address is not grounds to challenge the effectiveness of any notice sent by Merchant Sentinel. Notice related to this Agreement from the Customer must be sent to the email address shown on the Platform.
Execution of the Agreement. This Agreement is deemed executed and binding when Customer completes its purchase of the Services.
Force Majeure. With the exception of Customer’s payment obligations herein, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.
Independent Contractors. Nothing in this Agreement will be construed to imply a joint venture, partnership, or principal-agent relationship between Merchant Sentinel and Customer, and neither Party will have the right, power, or authority to obligate or bind the other in any manner whatsoever.