VIZYPAY PLATFORM AGENT PARTNER TERMS OF SERVICE

Last Updated: V.2026.08.20

These VizyPay Platform Agent Partner Terms of Service (“Terms“) are published by VizyPay, LLC, an Iowa limited liability company with its principal place of business at 2565 SE Encompass Drive, Suite 210, Waukee, IA 50263 (“VizyPay”), and govern the independent software vendor or technology provider’s (“Partner”) access to and use of the Services described below. VizyPay and Partner may each be referred to individually as a “Party” and collectively as the “Parties”.

These Terms are incorporated into and made part of the VizyPay Partner Payment Processing Agreement between VizyPay and Partner (the “Partner Agreement”) by reference to the hosted link therein. These Terms do not stand alone as an independently executed contract; Partner’s acceptance of the Partner Agreement constitutes acceptance of these Terms, and these Terms take effect on the Effective Date of the Partner Agreement and remain in effect for so long as the Partner Agreement remains in effect. In the event of any irreconcilable conflict between these Terms and the Partner Agreement, the Partner Agreement controls.

RECITALS

DBD Ventures, LLC, d/b/a Forward (“Forward”), is not a party to these Terms but is a registered payment facilitator that provides managed payment facilitation platform and integration services (the “Forward Services”) through its proprietary technology platform (the “Platform”). VizyPay and Forward are parties to that certain Managed Payment Facilitation Platform and Integration Agreement, including the Service and Fee Schedule and Platform Agent Commercial Addendum thereto, effective June 29, 2026, as may be amended from time to time (the “Platform Agent Agreement”), pursuant to which Forward has designated VizyPay as its authorized “Platform Agent” and granted VizyPay the right to distribute access to the Forward Services to independent software vendors and technology providers, including Partner (each, a “Platform Agent Partner”), through VizyPay’s program. Partner accesses the Forward Services through VizyPay’s program in order to offer payment facilitation capabilities to Partner’s own software customers who process payment transactions (“Merchants”).

1.  Definitions

Capitalized terms used but not otherwise defined in these Terms will have the following meanings:

“Effective Date” means the effective date of the Partner Agreement, as set forth therein.

“Forward”, “Forward Services”, “Platform Agent Agreement” and “Platform” have the meanings given in the Background section above. “Platform” further means the technology platform that Forward makes available to Platform Agent and Platform Agent Partners through which Platform Agent and Platform Agent Partners can access and use the Forward Services. The Platform includes but is not limited to any related websites, applications, systems, networks, APIs, documentation, tools and technology hosted by Forward and/or provided to Platform Agent and Platform Agent Partners in connection with the Forward Services.

“Merchant” means a merchant or other customer of a Platform Agent Partner (other than an Excluded Merchant or Prohibited Merchant) who is boarded on the Platform or otherwise referred to Forward by Platform Agent pursuant to this Agreement and who has entered into a Merchant Agreement for payment processing services.

“Merchant Agreement” or “Sub-Merchant Agreement” (used interchangeably) means the merchant processing agreement between a Merchant and Forward, in the form Forward maintains for use with Platform Agent’s Platform Agent Partners under the Platform Agent Agreement, which identifies VizyPay as Platform Agent, as referenced in Section 5 of these Terms.

“Merchant Losses” means any and all losses, liabilities, fines, penalties or assessments arising under or in connection with a Merchant Agreement or a Merchant’s use of the Forward Services, including without limitation Merchant fraud, chargebacks, unpaid fees, bankruptcy, data and security breaches, unauthorized use of a Merchant’s credentials or other credential fraud, and any Payment Network assessments, fines or penalties attributable to a Merchant or its processing activity.

“Partner Agreement” means the VizyPay Partner Payment Processing Agreement (and Exhibits attached thereto) between VizyPay and Partner, which incorporates these Terms by reference and sets forth the fees, commercial terms and signature block governing the Parties’ relationship.

“Partner Products” means any hardware, software or service-based product or offering of Partner which is integrated with or accesses the Forward Services through the Platform pursuant to these Terms.

“Payment Networks” means Visa, Inc., Mastercard Incorporated, Discover Financial Services, American Express Company, applicable debit networks, the National Automated Clearing House Association (Nacha), and any other applicable payment network or association through which payment transactions may be processed.

“Prohibited Merchant” means a business (or sole proprietor) that: (a) is prohibited from using the Forward Services under the Rules and/or by the Payment Networks, (b) appears on the U.S. Department of the Treasury Office of Foreign Assets Control Specially Designated Nationals List, (c) is less than 18 years of age, (d) has been terminated by cause by Forward or another payment processor or sponsor bank, (e) is not both domiciled and resident in the United States, (f) is provided access to a Partner Product or the Services under a free-trial or free-account program, or (g) is otherwise engaged in illegal or fraudulent conduct.

“Rules” means all applicable rules, regulations, requirements and standards of the Payment Networks, sponsor banks, industry regulators and Forward (as amended from time to time). Without limiting the foregoing, the Rules include those rules and guidelines promulgated by Nacha and those standards promulgated by the PCI Security Standards Council, LLC from time to time, such as, but not limited to, the Payment Card Industry Data Security Standard (PCI-DSS), Payment Application Data Security Standard (PA-DSS) and PCI Software Security Framework, as applicable.

“Services” means access to the Forward Services made available to Partner through the Platform pursuant to VizyPay’s rights under the Platform Agent Agreement, as further described in the Partner Agreement.

2.  Services; Integration

2.1.  Grant of Access

Subject to Partner’s compliance with these terms, the Partner Agreement and the Rules, VizyPay grants Partner a non-exclusive, non-transferable, non-sublicensable, limited right to access the Services for the duration of Partner Agreement, solely for the purposes of enabling Partner Products to be integrated with the Forward Services for the benefit of Partner’s Merchants. VizyPay makes the Services available to Partner as Forward’s authorized downstream distributor under the Platform Agent Agreement and does not itself provide payment processing, authorization, clearing or settlement services. Fees payable by Partner for the Services are set forth in the Partner Agreement; these Terms impose no independent payment obligation.

2.2.  Integration Responsibility

Partner is solely responsible for the proper, error-free and secure integration of the Partner Products with the Forward Services and understands, agrees and acknowledges that integration errors may result in fees, chargebacks, declined or failed transactions, data breaches, or other liabilities, and that such consequences will be Partner’s sole responsibility as set forth in Section 8.4(b) and Section 9. Partner will promptly implement any changes to the Forward Services or related APIs of which VizyPay provides notice.

2.3.  Data Sharing

Partner represents that it has obtained all required consents from its Merchants to share Merchant information and data with VizyPay, Forward and their respective service providers in connection with the Services, and that such consents cover the sharing of such information as necessary to provide the Services.

2.4.  No Sub-Distribution

Partner may not grant any third-party access to the Services or represent itself as an authorized distributor of the Services without VizyPay’s prior written consent.

3.  Merchant Onboarding

3.1.  Merchant Agreements

Each Merchant boarded through Partner must execute the applicable Merchant Agreement, which identifies VizyPay as Platform Agent, before receiving the Forward Services. Partner will ensure that Merchants are directed to and complete the Merchant Agreement through the onboarding process made available by VizyPay or Forward.

3.2.  Prohibited Merchants

Partner will not refer, board or permit the boarding of any Prohibited Merchant or any Merchant that Partner has reason to believe is operating in a fraudulent or non-compliant manner. VizyPay and Forward each reserve the right to reject or terminate any Merchant in their sole discretion.

3.3.  No Representations to Merchants

Partner will make no representation or guarantee to any prospective Merchant that its application for the Services will be accepted or approved.

4.  Partner Conduct

Partner will: (a) perform its obligations under these Terms in compliance with applicable law and the Rules; (b) avoid deceptive, misleading, abusive or unethical practices; (c) avoid disparaging VizyPay, Forward or their respective directors, officers, vendors or customers; (d) not sub-contract or delegate its obligations under these Terms without VizyPay’s prior written consent; and (e) not engage in any act or omission that may damage VizyPay’s or Forward’s reputation, business, data security or goodwill. Partner is responsible for the acts and omissions of its employees, contractors and agents in connection with these Terms.

5.  Forward Third-Party Beneficiary

Partner acknowledges that Forward is not a party to these Terms, although Forward is an intended third-party beneficiary of, and may directly enforce, (a) Partner’s compliance obligations under these Terms with respect to the Rules, data security, card brand network rule compliance and acceptable use, consistent with Section 8 of the Service and Fee Schedule under the Platform Agent Agreement, and (b) such other terms as may identify Forward as a party protected by or entitled to the benefit of such terms. IN ANY EVENT, FORWARD SHALL NOT BE RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY TO PARTNER ASSOCIATED WITH, ANY SOFTWARE, SOLUTIONS, OR OTHER SERVICES PROVIDED BY VIZYPAY.

6.  Intellectual Property

6.1.  Ownership

With respect to VizyPay and Partner, all right, title, and interest in and to the Platform and the Forward Services are owned and remain the exclusive property of Forward (or its licensors and suppliers), and any rights granted to Partner(s) with respect to the Platform or Forward Services are licensed, not sold. As between VizyPay and Partner, all right, title and interest in and to the Partner Products remain the exclusive property of Partner (or its licensors and suppliers).

6.2.  Independent Development

Any technology, software or intellectual property developed independently by Partner without reference to the Platform or the Forward Services, including Partner’s proprietary technology and Partner Products, remains the exclusive property of Partner.

6.3.  Feedback

Platform Agent may from time to time provide suggestions, comments for enhancements or functionality or other feedback regarding the Services (“Feedback“). VizyPay’s rights to any such Feedback are limited to the specific suggestions provided and do not extend to Partner’s independently developed technology or Partner Products.

7.  Confidentiality

7.1.  Confidential Information

Each party agrees to keep in strict confidence all information disclosed by one party (“Discloser“) to the other party (“Recipient“) (in writing, orally, or in any other form), including any data, software, financial information, pricing, and any other information that the Discloser or its respective officers, directors, employees, and agents (collectively, “Representatives“) designates as confidential at the time of disclosure or should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure (“Confidential Information“). Confidential Information will not include information that (a) was known to a party or any of its Representatives without any obligation to protect the confidentiality of the information prior to its disclosure by the Discloser or any of its Representatives; (b) is or becomes available to a party or any of its Representatives on a non-confidential basis from a source other than the other party or its Representatives, provided that such other source is not known by a party or any of its Representatives to be bound by a confidentiality obligation to the other party with respect to such information; (c) was or becomes generally available to the public other than as a result of a breach by a party or any of its Representatives of this Agreement or any other confidentiality obligation applicable to a party or any of its Representatives; or (d) is independently developed by or for a party or any of its Representatives without use of or reference to Confidential Information. Each party agrees that it will hold all Confidential Information in confidence, not disclose, make available, or transfer any Confidential Information to any third party, other than its Representatives who have a need to know such information in connection with these Terms, and not use or permit its Representatives to use any Confidential Information for purposes other than in connection with these Terms. Each party agrees to use reasonable controls (but in all events at least the same degree of care and controls that it uses to protect its own confidential and proprietary information of similar importance) to prevent the unauthorized use, disclosure, or availability of, or access to, Confidential Information. Partner acknowledges that VizyPay’s pricing and commercial terms with Forward are Forward’s Confidential Information and may not be disclosed to Partner or any third party except as expressly permitted under the Platform Agent Agreement.

7.2.  Permitted Disclosures

Recipient may disclose Confidential Information if required to do so by the Rules, law, regulation, subpoena, court order, the order of any governmental or regulatory authority, provided, however, that Recipient or such Representative will, to the extent not prohibited by the Rules, law, rule, regulation, or court order and if reasonably practicable, notify the Discloser of such requirement or use in defense of a claim, and in making any such disclosure, and at the Recipient’s sole expense, use reasonable efforts to preserve the confidential nature of such information and to cooperate with the Discloser in an effort to reasonably limit the nature and scope of any such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Recipient and its Representatives may disclose Confidential Information, without notice to the Discloser, to the Payment Networks, its auditors and to any governmental or regulatory authority having or claiming to have authority to regulate or oversee any aspect of the Recipient’s business or that of its Representatives in connection with the exercise of such authority or claimed authority.

7.3.  Remedies

Each party acknowledges that any breach of this Section would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore, subject to Section 11.7 (including the emergency relief provisions of Section 11.7.4), the other party will be entitled to seek injunctive relief to enforce these Terms and such obligations without the need to prove harm, in addition to any other remedies that may be available at law or in equity or under these Terms, in each case consistent with Section 11.7. The obligations of the parties under this Section will survive termination of these Terms for three (3) years, except with respect to trade secrets, which will be protected indefinitely, and will bind the parties, their successors and assigns.

8.  Warranties; Liability

The terms of this Section 8 augment, and do not abrogate, the terms of the Partner Agreement.

8.1.  Mutual Warranties

Each party represents and warrants to the other that as of the Effective Date and throughout the term it is: (a) properly registered, validly existing and in good standing under the laws of the state where its principal office is located; (b) it has full authority and corporate power to enter into these Terms and perform its obligations under these Terms; and (c) its performance of these Terms will not violate any law, regulation or other agreement to which it may now or hereafter be bound. Furthermore, each party represents and warrants that the Partner Products and the Services, as applicable, (a) will be compliant with the Rules and applicable laws; (b) will not introduce any virus or other malicious code into the other party’s systems or networks; and (c) do not and will not violate or infringe any IP Rights of any third party.

8.2.  DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE OFFERED SOLELY “AS IS” AND VIZYPAY AND FORWARD DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, ACCURACY, ERROR-FREE OPERATION, AVAILABILITY, SECURITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.3.  LIMITATIONS OF LIABILITY

EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY NOR ITS THIRD-PARTY SERVICE PROVIDERS (INCLUDING FORWARD) SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE. THE LIABILITY, IF ANY, OF EITHER PARTY OR ANY THIRD-PARTY SERVICE PROVIDERS (INCLUDING FORWARD) TO THE OTHER FOR ANY CLAIMS, COSTS, DAMAGES, LOSSES, AND EXPENSES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE, WILL NOT EXCEED IN AGGREGATE THE AMOUNT OF FEES PAID OR PAYABLE BY PARTNER TO VIZYPAY UNDER THE PARTNER AGREEMENT DURING THE PRECEDING THREE (3)-MONTH PERIOD MEASURED FROM THE DATE THE LIABILITY ACCRUES. THIS LIMITATION SHALL NOT APPLY WITH RESPECT TO: (I) PARTNER’S FINANCIAL LIABILITY FOR MERCHANT LOSSES UNDER SECTION 8.4(B); (II) INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OF THESE TERMS OR SECTIONS 12.1 AND 12.2 OF THE PARTNER AGREEMENT; (III) BREACHES OF CONFIDENTIALITY OBLIGATIONS; OR (IV) GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

8.4.  Merchant Losses Allocation

VizyPay has elected to pay Forward a Risk Insurance fee under the Platform Agent Agreement across all processing volume, in consideration for which Forward assumes full responsibility and liability for Merchant Losses arising from Merchants processing on the Platform, subject to the terms of the Platform Agent Agreement. In consideration for VizyPay passing this protection through to Partner, Partner shall pay VizyPay the Liability Fee set forth in the Partner Agreement on all processing volume. The Liability Fee applies uniformly to all Partners and is not subject to individual negotiation, waiver or election. VizyPay’s ability to offer Partner the risk allocation described in this Section 8.4 is enabled by, funded by and limited to the scope of that blanket coverage; VizyPay does not retain or self-insure Merchant Loss risk independent of the protection VizyPay has purchased from Forward, and nothing in this Section 8.4 obligates VizyPay to assume risk toward Partner in excess of the corresponding protection Forward provides to VizyPay under the Platform Agent Agreement. Consistent with the foregoing, and mirroring the corresponding allocation between VizyPay and Forward under Section 9.3 of the Platform Agent Commercial Addendum, liability for Merchant Losses arising from Merchants boarded by Partner is allocated between VizyPay and Partner as follows:

(a)  Because Partner pays the Liability Fee set forth in the Partner Agreement, VizyPay bears responsibility, as between VizyPay and Partner, for Merchant Losses attributable to Partner’s Merchants that do not fall within Section 8.4(b) below.

(b)  Notwithstanding Section 8.4(a) or anything in these Terms or the Partner Agreement to the contrary, Partner remains solely liable (100%) for any Merchant Losses directly resulting from or related to: (i) Partner’s fraud, gross negligence or willful misconduct; (ii) Partner’s material breach of these Terms; (iii) integration errors or security failures caused by Partner or the Partner Products that remain uncured after notice and a commercially reasonable remediation period; (iv) Partner’s failure to comply with the Rules in connection with Merchant onboarding or monitoring; or (v) any Prohibited Merchant. Without limiting Forward’s rights as a third-party beneficiary under any other provision of these Terms, Forward is an express third-party beneficiary of this Section 8.4(b).

(c)  The allocation in this Section 8.4 is intended to remain consistent with the corresponding allocation between VizyPay and Forward. If the Platform Agent Agreement is amended to modify that allocation, or if Forward’s blanket coverage lapses or is reduced for any reason, VizyPay may propose a conforming amendment to this Section 8.4 in accordance with Section 10.2, and VizyPay’s obligations under Section 8.4(a) will not exceed the protection then available to VizyPay under the Platform Agent Agreement. Adjustments to the Liability Fee are governed by Section 8.6 of the Partner Agreement.

9.  Indemnification

9.1.  Partner Indemnification

Partner will indemnify, defend and hold harmless VizyPay, its employees, directors, officers, agents and vendor, and to the extent required under Section 5, Forward, from and against any loss, liability, damage, penalty or expense (including reasonable attorney’s fees and court costs) related to or arising from: (a) Partner’s breach of these Terms or the Rules; (b) the negligence, fraud or willful misconduct of Partner or its employees or agents; (c) the Partner Products or any integration thereof; (d) any Merchant Losses for which Partner is responsible under Section 8.4(b); or (e) any claim that Partner Products infringe, misappropriate or violate any third party’s intellectual property rights or other proprietary rights.

9.2.  VizyPay Indemnification

VizyPay will indemnify, defend and hold harmless Partner, its employees, directors, officers, agents, and vendors from and against any loss, liability, damage, penalty or expense (including reasonable attorney’s fees and court costs) related to or arising from VizyPay’s material breach of these Terms or the gross negligence, fraud or willful misconduct of VizyPay or its employees or agents, except to the extent that such loss arises from a matter for which Partner is responsible under Section 8.4(b) or Section 9.1.

10.  Term and Termination

10.1.  Term

These Terms will remain in effect for so long as the Partner Agreement remains in effect between VizyPay and Partner. These Terms have no independent term, renewal or termination mechanism apart from the Partner Agreement; termination or expiration of the Partner Agreement automatically terminates these Terms and Partner’s access to the Services.

10.2.  Updates to These Terms

VizyPay may update these Terms from time to time by posting a revised version at the hosted link referenced in the Partner Agreement. VizyPay will provide Partner no less than thirty (30) days’ prior written notice of any material change. If a material change adversely affects Partner’s rights, Partner may terminate the Partner Agreement in accordance with its terms in lieu of accepting the revised Terms.

10.3.  Effect of Termination

Upon termination of this Agreement, Partner’s right to access the Services under these Terms will cease, and Partner will return or destroy all VizyPay and Forward Confidential Information in its possession, except as required to be retained by law. Sections 6 through 9, this Section 10.3 and Section 11 will survive termination.

11.  General

11.1.  Amendment

Updates to these Terms are governed exclusively by Section 10.2 above. These Terms do not have a separate mutual-signature amendment mechanism, consistent with their nature as a hosted Terms of Service incorporated into the Partner Agreement rather than an independently executed contract. Any amendment to the Partner Agreement itself is governed by the Partner Agreement’s own terms.

11.2.  Entire Agreement

These Terms, together with the Partner Agreement and any Sub-Merchant Agreement or onboarding materials incorporated by reference, constitute the entire agreement between VizyPay and Partner with respect to their subject matter and supersede all prior discussions and understandings on that subject.

11.3.  Assignment

Partner may not assign these Terms without VizyPay’s prior written consent, which will not be unreasonably withheld. VizyPay may assign these Terms to any successor to all or substantially all of its business or assets, or to Forward or its designee in connection with any Program Transfer under the Platform Agent Agreement.

11.4.  Relationship of the Parties

The Parties are independent contractors. Neither Party is an agent, partner or joint venturer of the other, and neither has authority to bind the other except as expressly set forth herein, and neither party will make any representation or warranty otherwise.

11.5.  Governing Law; Venue

These Terms are governed by the laws of the State of Iowa without regard to conflict of laws principles. Subject to the mandatory arbitration provision in Section 11.7, any action (a) to compel arbitration under Section 11.7, (b) to confirm, vacate, correct or enforce an arbitration award rendered under Section 11.7, (c) seeking emergency or preliminary injunctive relief as expressly permitted under Section 11.7.4 or (d) relating to the scope, validity, or enforceability of the arbitration provision as provided in Section 11.7.2, will be brought exclusively in the state courts of Dallas County, Iowa, or the federal courts in the U.S. District Court for the Southern District of Iowa, and the Parties consent to the personal jurisdiction of such courts for those limited purposes only.

11.6.  Remedies

The remedies provided in these Terms are cumulative and not exclusive and are subject to Section 11.7 (Arbitration; Class Action Waiver); each Party may exercise any remedies available to it at law or in equity and as provided in these Terms and/or the Partner Agreement, in each case consistent with Section 11.7.

11.7.  Arbitration; Class Action Waiver

11.7.1.  Mandatory Arbitration.

This arbitration provision will be broadly interpreted. Except as expressly set forth in Section 11.7.2, any dispute, claim or controversy arising out of or relating to these Terms will be resolved exclusively by individual, final and binding arbitration administered by JAMS in Des Moines, Iowa, pursuant to the Federal Arbitration Act and Iowa law, and not by a lawsuit or resort to court, except as provided in Section 11.5. This obligation to arbitrate is mandatory and may be specifically enforced. A single arbitrator will resolve the dispute. If a Party files a lawsuit in violation of this Section 11.7.1, the other Party may petition the courts identified in Section 11.5 to compel arbitration and to stay or dismiss the lawsuit, and the prevailing Party on any such motion will be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with the motion, in addition to any recovery under Section 11.7.6.

11.7.2.  Carve-Outs.

The following disputes are not subject to arbitration under Section 11.7.1 and will instead be resolved as follows: (a) any dispute relating to the scope, validity or enforceability of this Section 11.7 will be resolved exclusively by the courts identified in Section 11.5; and (b) any claim that is properly within the jurisdiction of a small claims court may be filed and maintained in that small claims court.

11.7.3.  Class Action Waiver.

Claims must be brought individually and not as a class, collective or representative action, and the arbitrator has no authority to consolidate claims or preside over any class, collective or representative proceeding. No arbitration will be combined with another arbitration without the prior written consent of all Parties to both arbitrations. The arbitrator may award injunctive or equivalent relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim; the arbitrator may not award injunctive relief in favor of, or applicable to, any class, group or the general public. Claims must be brought within one (1) year of accrual.

11.7.4.  Limited Carve-Out for Emergency Relief.

Notwithstanding Section 11.7.1, either Party may seek emergency or preliminary injunctive relief from the courts identified in Section 11.5, without first arbitrating and without waiving the right to compel arbitration of the underlying dispute, but solely to prevent immediate and irreparable harm (including with respect to unauthorized use of the Services, the Platform or a Party’s Confidential Information) pending the outcome of arbitration.

11.7.5.  Arbitration Procedures.

The arbitrator will honor claims of privilege recognized by applicable law and will take reasonable steps to protect the confidentiality of Confidential Information and other proprietary information disclosed during arbitration. The arbitrator will render any award in writing but need not provide a statement of reasons unless requested by a Party. An award rendered by the arbitrator may be entered in any court having jurisdiction over the Parties for purposes of enforcement.

11.7.6.  Fees.

The prevailing Party in any arbitration, or in any court proceeding expressly permitted under this Section 11.7, will be entitled to recover its reasonable attorneys’ fees and costs.

11.8.  Notices

All notices under these Terms will be in writing and delivered to each Party’s address as set forth in the Partner Agreement or as otherwise updated in writing, and, with respect to VizyPay, may also be delivered electronically to the email address on file for Partner.

11.9.  Waivers

No failure or delay by any Party in exercising any right under these Terms will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right.

11.10.  Severability

If any provision of these Terms is deemed illegal, invalid or unenforceable, the invalidity of such provision will not affect any of the remaining provisions, and these Terms will be construed as if the illegal, invalid or unenforceable provision is not contained.

11.11.  Force Majeure

Notwithstanding any other provision in this Agreement, neither party will be liable to the other for any failure or delay in its performance arising from causes beyond its reasonable control, provided that such failure or delay could not have been prevented by the non-performing party’s reasonable precautions.

11.12.  Construction

The headings used in these Terms are inserted for convenience only and will not affect the interpretation of any provision. Each Party acknowledges and agrees that the language chosen in these Terms represent the mutual intent of the Parties and that no rule of strict construction will be applied against either Party.

12.  Acceptance

These Terms are hosted at info.vizypay.com/vizypay-platform-agent-partner-terms-of-service and are incorporated into and made part of the Partner Agreement by reference. Partner’s acceptance of the Partner Agreement constitutes Partner’s acceptance of these Terms in full. These Terms do not require a separate signature.