PayZang Terms and Conditions:

In consideration of the mutual promises contained herein and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, PayZang and Merchant, intending to be legally bound, do hereby agree as follows: 1. Laws, Rules and Procedures. Merchant acknowledges receipt and agrees to comply with all PayZang rules and procedures pertaining to the Virtual Check Service (“Virtual Check Procedures”). The Virtual Check Procedures may be amended from time to time by PayZang, and Merchant agrees to be bound by such amendments. Merchant further agrees to comply with, and be bound by, all applicable state or federal laws, rules, regulations, orders, guidelines, operating circulars and pronouncements, including but not limited to those applicable to check drafts (“Checks”) as that term is defined in Federal Reserve Board Regulation CC (collectively, the “Rules”). The Rules are incorporated herein by reference. In the event of conflict between the terms of this Agreement and the Rules, the Rules will control. Merchant acknowledges that Merchant has a copy of or has access to a copy of the Rules. It shall further be Merchant’s responsibility, if and when applicable, to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at (800) 540-OFAC. Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through the Virtual Check Service. Restricted transactions generally include, but are not limited to, those in which credit, electronic funds transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with participation by others in unlawful Internet gambling. PayZang will charge Merchant with any fines incurred by PayZang as a result of non-compliance by Merchant and Merchant agrees to fully reimburse and/or indemnify PayZang for such charges or fines. The duties of Merchant set forth in the following paragraphs of this Agreement in no way limit the requirement of Merchant to comply with the Rules. Terms not otherwise defined in this Agreement shall have the meaning ascribed to those terms in the Rules. 2. Merchant Duties. Merchant agrees to establish and maintain accounts with financial institutions to facilitate payment of available funds from deposit made by Merchant and for PayZang to collect any fees related to Merchant’s Virtual Check Account in accordance with the Merchant Application and Agreement. Merchant authorizes PayZang to debit such accounts for amounts due under this Agreement. These accounts are the “Depository Account,” “Card Account” and “Checking Account” as designated by Merchant on its Virtual Check Application. If Merchant changes the Depository Account, Card Account or Checking Account, Merchant agrees to provide five (5) Business Days advance written notice to PayZang regarding such change. For the purposes of the Merchant Application and Agreement “Business Day” means Monday through Friday, excluding federal banking holidays. Any Merchant obligations and authorizations as to the former Depository Account, Card Account or Checking Account shall continue forward to the new applicable account. 3. Access to Virtual Check Service. Merchant acknowledges that it is solely responsible for obtaining and maintaining at its own expense, all hardware and applicable software needed to access the Virtual Check Service. PayZang is not responsible for, and Merchant hereby releases PayZang from any and all claims or damages resulting from, or related to, any computer virus or related problems that may be associated with using electronic mail or the Internet as well as failures of or interruptions in any electrical, telephone or Internet services. All right, title and interest in and to (a) any and all computer programs, including, but not limited to, the object and source codes, and any and all updates, upgrades, fixes and enhancements thereto and all documentation, user guides and instructions pertaining thereto (everything in this clause (a), collectively “Software”), (b) the Virtual Check Procedures, and (c) any and all users guides, instructions and other documentation provided to or used by Merchant with the Virtual Check Service (everything in this clause (c) together with Virtual Check Procedures, collectively, the “Documentation”) shall be, and remain, the property of PayZang or any third party software provider, as applicable. Unless otherwise expressly authorized, Merchant may not (aa) copy, reproduce, transmit, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit, reverse engineer, reverse compile or create derivative works of, the Software in any form, or (bb) copy, reproduce, transmit, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit the Documentation. 4. Security. PayZang may also provide Merchant with, or require Merchant to establish, a User ID and passwords and other procedures (collectively, the “Security Procedures”) to access the Virtual Check Service. The specific Security Procedures will be described in the Virtual Check Procedures. Merchant agrees to, at all times, (a) safeguard the confidentiality and security of the Virtual Check Procedures, Security Procedures and all other proprietary property or information PayZang provides to Merchant in connection with the Virtual Check Service, and (b) notify PayZang immediately if Merchant has any reason to believe the security or confidentiality required by this provision has been or may be breached. Merchant acknowledges, understands and agrees the Security Procedures are not designed for the detection of errors. PayZang is not, and will not be, obligated to detect errors by Merchant or others, even if PayZang takes certain actions from time to time to do so. Merchant is solely responsible for providing for and maintaining the physical, electronic, procedural, administrative and technical security of data and systems in Merchant’s possession under Merchant’s control. Merchant agrees to educate representatives of Merchant authorized to use the Virtual Check Service (“Authorized Merchant Representatives”), agents, and employees as to the risks of fraud and train such persons to avoid such risks. Merchant agrees that PayZang is not responsible for any losses, injuries, or harm incurred by Merchant as a result of any electronic, email, or Internet fraud. In the event of a breach of the Security Procedure, Merchant agrees to assist PayZang in determining the manner and source of the breach. Such assistance shall include, but shall not be limited to, providing PayZang or PayZang’s agent access to Merchant’s hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure. Merchant further agrees to provide to PayZang any analysis of such equipment, device, or software or any report of such analysis performed by Merchant, Merchant’s agents, law enforcement agencies, or any other third party. Failure of Merchant to assist PayZang shall be an admission by Merchant that the breach of the Security Procedure was caused by a person who obtained access to transmitting facilities of Merchant or who obtained information facilitating the breach of the Security Procedure from the Merchant and not from a source controlled by PayZang. 5. Account Reconciliation. Merchant is responsible for detecting and reporting to PayZang any discrepancy between Merchant’s records and the records that PayZang provides to Merchant via Virtual Check reporting. If the Merchant does not detect and notify PayZang of such discrepancy within ten (10) days of PayZang transmitting the file to Merchant, then such transactions shall be considered correct, and Merchant shall be precluded from asserting such error or discrepancy against PayZang. 6. Requirement to Update Information. Merchant shall provide written notice to PayZang of any changes to the information previously provided by Merchant to PayZang, including, but not limited to, any additional locations, any change in business, any new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided and method of conducting sales. Such notice must be received by PayZang within five (5) Business Days of the change. Merchant shall provide any additional information requested by PayZang within five (5) Business Days of the request. PayZang retains the right to: (a) review Merchant’s Checks, files, check entries, returned items, and business activities from time to time to evaluate whether Merchant is conducting business as stated by Merchant at time of the execution of the Merchant Application and Agreement, and (b) reprice or terminate the Virtual Check Service based on changes to information previously provided to PayZang by Merchant. 7. Financial Information. PayZang may from time to time request information from Merchant in order to evaluate a continuation of the Virtual Check Service to be provided by PayZang hereunder and/or to adjust any limits set by this Agreement. Merchant agrees to provide the requested financial information immediately upon request by PayZang, in the form required by PayZang. Merchant authorizes PayZang to investigate or reinvestigate at any time any information provided by Merchant in connection with the Application, this Agreement or the Virtual Check Service and to request reports from credit bureaus and reporting agencies for such purpose. Upon request by PayZang, Merchant hereby authorizes PayZang to enter Merchant’s business premises for the purpose of evaluating whether Merchant is in compliance with this Agreement and to audit Merchant’s check draft related activities. If Merchant refuses to provide the requested financial information, if PayZang concludes, in its sole discretion, that the credit risk of Merchant is unacceptable to PayZang, or if Merchant refuses to give PayZang access to Merchant’s premises. 8. Fees and Charges. Merchant agrees to pay PayZang the fees and charges set forth in the Application and all such other fees and charges as may be agreed upon from time to time by Merchant and PayZang. PayZang will debit Merchant’s Card Account or Checking Account to collect fees and charges for services provided. Should Merchant fail or refuse to pay any charges or fees under this Agreement, Merchant agrees to pay all collection costs (including reasonable attorneys’ fees) which may be incurred by PayZang. PayZang shall have the right to increase or decrease charges imposed for the Virtual Check Service and will notify Merchant of changes. Merchant’s use of the Virtual Check Service after changes have been made shall constitute Merchant’s agreement to the same. In addition to the Virtual Check Service fees, Merchant agrees to pay all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Virtual Check Service, this Agreement, and/or the software or equipment made available to Merchant (excluding any income tax payable by PayZang). 9. Check Drafting Services. As part of the Virtual Check Services, Merchant desires PayZang to provide check drafting services as a third-party check drafter and depositor and/or shipper of check drafts on behalf of, or to Merchant. Merchant’s check draft requests (“Entries” or “Entry”) will be processed pursuant to the terms of this Agreement. PayZang, at its sole discretion, shall deposit check drafts on behalf of Merchant or send shipment of check drafts to Merchant within 24-hours of receiving an Entry from Merchant. All Entries received after 2:00 PM Mountain Standard Time (the “Cut-Off”) will be deemed to have been received on the next Business Day. PayZang will bill Merchant via ACH for Virtual Check Service check drafting fees each Friday of each week for the previous 7-days of Virtual Check Service usage activities. PayZang will bill Merchant via ACH any and all Virtual Check Service monthly service fees and/or assessments in advance on or around the 1st (first) day of every month. PayZang shall have the right to bill Merchant for the net actual cost incurred by PayZang for shipping check drafts and shall bill Merchant via ACH for the previous 7-days of shipping costs related to Virtual Check Service usage activities. 10. Receiver Authorizations. MERCHANT WILL OBTAIN ITS CUSTOMER’S (THE “RECEIVER’S”) DOCUMENTED AUTHORIZATION FOR EACH ENTRY PRIOR TO COMPLETING FIELDS OR PROVIDING SECURE FILE TRANSFERS TO PAYZANG. MERCHANT SHALL MAINTAIN RECORDS OF SUCH AUTHORIZATIONS AND ANY DOCUMENTATION NECESSARY TO RESOLVE DISPUTES FOR TWO YEARS. Authorizations must be in written or oral format. Written authorizations include any agreements between Merchant and Receiver, and/or any electronic signature that includes, but is not limited to, a digital signature or security code. For oral authorizations, Merchant must either (a) obtain a tape recording of the Receiver’s oral authorization, or (b) provide the Receiver with a written notice confirming the oral authorization prior to the settlement date of the Entry. PayZang reserves the right to request and review all authorization records. Upon request, Merchant shall furnish the original or a copy of the authorization to PayZang or any affected financial institution related to the applicable Entry. Merchant will utilize commercially reasonable methods to establish the identity of each Receiver. As required by the Rules, Merchant must use commercially reasonable procedures to verify that routing numbers are valid for all Entries. Merchant must conduct an annual audit to ensure that the financial information it obtains from Receivers is protected by security practices and procedures that include adequate levels of (aa) physical security to project against theft, (bb) personnel and access controls, and (cc) network security. If Merchant is a telemarketer governed by the FTC Telemarketing Sales Rule (“FTC Telemarketing Rule”), Merchant agrees to follow all of the requirements of the FTC Telemarketing Rule, including but not limited to, obtaining express verifiable authorization prior to submitting an Entry to PayZang. Express verifiable authorization means: (x) a detailed written authorization signed by the Receiver, (y) an audio recorded authorization, made available upon request to the Receiver, PayZang or any applicable bank, that includes (i) the number of debits, charges or payments, (ii) the date(s) the debit(s), charges(s) or payment(s) will be submitted for payment, (iii) the amount(s) of the debit(s), charges(s) or payment(s), (iv) the Receiver’s name, (v) the Receiver’s billing information with sufficient specificity such that the Receiver understands what account will be used to collect payment, (vi) a telephone number for the Receiver that is answered during normal business hours, and (vii) the date of such oral authorization; or (z) Receiver receives written confirmation of the transaction, identified in a clear and conspicuous manner via first class mail prior to the submission of payment of the check draft and containing the information contained in (y)(i)-(vii) above. 11. Merchant Representations and Warranties; Indemnity. With respect to each and every Entry transmitted by Merchant, Merchant represents and warrants to PayZang that: (a) each Receiver provided Merchant with the proper authorization to submit such check draft Entry and to have its applicable account debited in the amount and on the “Effective Entry Date” provided in such Entry, (b) such authorization is operative at the time of the transmittal or drafting/depositing by PayZang as provided herein, and (c) Entries transmitted to PayZang by Merchant are limited to those types of Entries set forth in the Virtual Check Application. Merchant represents and warrants that it shall perform its obligations under the Merchant Application and Agreement in accordance with the Rules. 12. Transmittal of Entries by Merchant. Merchant shall initiate the Entries on Business Days only. Merchant shall transmit or deliver Entries to PayZang in computer readable form, to the location(s) specified by PayZang, and in compliance with the formatting and other requirements set forth by PayZang. Merchant shall have the sole responsibility for the accuracy of the data transmitted to PayZang, including, but not limited to, the amount of the transaction, the bank routing number and the account number of the Receiver. Merchant acknowledges and agrees that if an inconsistency between a Receiver’s name and account number exists, the transaction will be initiated based upon the account number even if it identifies a person different from the named Receiver. Merchant hereby agrees to be responsible and liable for any loss incurred by any party including, but not limited, PayZang and/or its licensors. Entries not received by the Cut-Off will be deemed to have been received on the next Business Day. The total dollar amount of Entries transmitted by Merchant to PayZang on any one Business Day shall not exceed any limits established by PayZang. Merchant may not reinitiate Entries except as prescribed by the Rules. Merchant further agrees to comply with batch and item limits set by PayZang at its sole discretion and PayZang will have no obligation to process Entries or batches that exceed such limits. 13. Entry Errors, Cancellations and Amendments. Merchant shall notify PayZang immediately of Merchant discovers it initiated or authorized an Entry in error. Merchant shall have no right to cancel or amend any Entry after its receipt by PayZang. However, prior to creating the check draft, PayZang may, in its sole and absolute discretion, accept a cancellation or amendment by Merchant. Merchant shall reimburse PayZang for any expenses, losses, or damages PayZang may incur in completing or attempting to complete Merchant’s request for the cancellation or amendment of an Entry. 14. Error Detection. PayZang has no obligation to discover and shall not be liable to Merchant for errors made by Merchant, including but not limited to errors made in identifying the Receiver, or an Intermediary or Receiving Depository Financial Institution (“RDFI”), or for errors in the amount of the Entry. PayZang shall likewise have no duty to discover and shall not be liable for duplicate Entries issued by Merchant. Notwithstanding the foregoing, if Merchant discovers that any Entry it has initiated was in error, it shall notify PayZang of such error. If such notice is received no later than 8-hours prior to the check drafting Cut-Off, PayZang will utilize reasonable efforts to initiate an adjusting entry within the time limits provided by the Rules. 15. Data Retention. Merchant shall retain and provide PayZang, upon request, all information necessary to remake any Entry or file of Entries for ten (10) Business Days after the applicable check draft deposit or ship date. Without limiting the generality of the foregoing provisions, Merchant specifically agrees to be bound by and comply with all applicable provisions of the Rules regarding the retention of documents or any record, including, without limitation, Merchant’s responsibilities to retain all items, source documents, and records of authorization in accordance with this Agreement and the Rules. 16. Rejection of Entries. PayZang may reject any Entry or file of Entries which do not comply with the requirements of this Agreement and may reject any Entry if Merchant is not otherwise in compliance with the terms of the Agreement. PayZang has no obligation to notify Merchant of the rejection of an Entry, but PayZang may do so at its discretion. In the event an Entry or file of Entries is rejected by PayZang for any reason whatsoever, it shall be the responsibility of Merchant to remake such Entries. 17. General Merchant Warranties. Merchant represents, warrants and covenants the following to PayZang: (a) Information. All Information provided by Merchant to PayZang is true, complete and accurate and properly reflects the business, financial condition and principal partners, owners or officers, of Merchant. Merchant is not engaged in, or affiliated with, any businesses, products or methods of selling other than those disclosed by Merchant on its Application; (b) Authority and Legality. (i) Merchant is authorized to enter into and perform its obligations under the Merchant Application and Agreement, (ii) the person signing the Application on behalf of Merchant is duly authorized to execute the Merchant Application and Agreement, (iii) the Merchant Application and Agreement are valid and enforceable against Merchant in accordance with their terms, and (iv) the entry into, and performance of, the Merchant Application and Agreement by Merchant will not violate any law, or conflict with any other agreement to which Merchant is subject; (c) No Litigation. There is no action, suit or proceeding pending or, to Merchant’s knowledge, threatened which, if decided adversely, would impair Merchant’s ability to carry on its business substantial as now conducted or which would adversely affect Merchant’s financial condition or operations; (d) Rule Compliance. Merchant conducts its business, and submits Entries and files in compliance with this Agreement, the Virtual Check Procedures, and the Rules; (e) Loss Recovery. Merchant agrees to undertake reasonable efforts to cooperate, as permitted by applicable law, in performing loss recovery efforts in connection with any actions PayZang may be obligated to defend or elect to pursue against a third party. 18. No Warranties. MERCHANT ACKNOWLEDGES AND AGREES THAT MERCHANT’S USE OF THE VIRTUAL CHECK SERVICE SHALL BE AT MERCHANT’S SOLE RISK, AND THAT THE VIRTUAL CHECK SERVICE IS PROVIDED BY PAYZANG ON AN “AS IS” BASIS. PAYZANG MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, IN LAW OR IN FACT, TO MERCHANT OR TO ANY OTHER PERSON, AS TO THE VIRTUAL CHECK SERVICE OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND PAYZANG HEREBY DISCLAIMS ANY AND ALL OF THE SAME. MERCHANT AGREES THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY PAYZANG EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THE APPLICATION, THIS AGREEMENT, OR THE VIRTUAL CHECK SERVICE TO BE PERFORMED PURSUANT HERETO. 19. Liability. PayZang shall not be liable to Merchant or Receiver for any damage of any kind, including any liability to Merchant, or Merchant’s agents, employees or representatives, or any other third party, related to PayZang’s provision of the Virtual Check Service hereunder, including but not limited to liability related to: (a) Any Entry transmitted to PayZang by Merchant in error; (b) Any Entry transmitted to PayZang by Merchant containing errors; (c) Duplicate Entries transmitted to PayZang by Merchant; (d) PayZang’s rejection of any Entry or PayZang’s failure to notify Merchant of a rejection of any Entry; (e) PayZang’s failure to create or deposit a check draft for any amount hereunder for any reason including but not limited to any provision set forth in the Rules; and (f) PayZang’s acceptance or nonacceptance of any Merchant request to cancel or amend an Entry. 20. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, PAYZANG AND ITS CONTRACTORS’, SUPPLIERS’ AND RESELLERS’ TOTAL LIABILITY TO MERCHANT AND ANY THIRD PARTIES UNDER THIS AGREEMENT WILL BE LIMITED TO THE PAYMENTS MADE BY MERCHANT DURING THE PREVIOUS 12 MONTHS FOR THE VIRTUAL CHECK SERVICE. IN NO EVENT WILL PAYZANG, ITS CONTRACTORS’, SUPPLIERS’ OR RESELLERS BE LIABLE TO MERCHANT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT PAYZANG HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO CLAIM ARISING OUT OF THIS AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT MORE THAN THE SHORTER OF TWO YEARS OR THE MINIMUM PERIOD ALLOWED BY LAW AFTER THE CAUSE OF ACTION HAS OCCURRED. IN NO EVENT SHALL PAYZANG BE LIABLE TO MERCHANT FOR ATTORNEYS’ FEES INCURRED BY MERCHANT IN ANY ACTION BROUGHT BY MERCHANT UNDER THIS AGREEMENT. THIS SECTION SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY. 21. Indemnification and Liability; Third Party Claims. Merchant hereby agrees to indemnify PayZang and each of its parents, subsidiaries and affiliates and their respective officers, directors, employees, members, partners, agents, insurers and attorneys (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) for, and holds each of the Indemnified Parties harmless from and against, all actions, causes of action, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) of any nature or kind (including those by third parties) arising out of, or related to, the Merchant Application and Agreement, including but not limited to those actions, causes of action, claims, damages, liabilities and expenses related to or resulting from: (a) Merchant’s (i) failure to report required changes, (ii) transmission of incorrect data to PayZang, (iii) submission of an Entry to PayZang in error or containing errors, (iv) submission of a duplicate Entry to PayZang, (v) breach of any of Merchant’s representations, warranties, covenants or other agreements or responsibilities under this Agreement, or (vi) breach or violation of any of the Rules; or (b) PayZang’s (i) provision of the Virtual Check Service, (ii) action or inaction in accordance with, or in reliance upon, any instructions or information received from any person reasonably believed by PayZang to be an authorized representative of Merchant, (iii) acceptance of any cancellation or amendment of an Entry, (iv) rejection of any Entry or its failure to notify Merchant of any rejection, or (v) failure to create or deposit a check draft. Notwithstanding the foregoing, Merchant is not obligated to indemnify PayZang for any damages solely and proximately caused by PayZang’s gross negligence or willful misconduct. 22. Confidential Information and Proprietary Right in Data. All information of a business nature relating to the assets, liabilities or other business affairs disclosed to PayZang by Merchant in connection with this Agreement is confidential. Except when allowed by applicable law, PayZang shall not disclose or permit access to any such information by any person, firm or corporation. PayZang shall take such action as shall be reasonably necessary to preserve and protect the confidentiality of such information. Merchant agrees to hold confidential, and to use only in connection with the Virtual Check Service, all information furnished to Merchant by PayZang or by third parties from whom PayZang has secured the right to use in support of the Virtual Check Service, including, but not limited to PayZang’s product and service pricing structure, system design, programming techniques or other unique techniques. In addition, should Merchant at any time receive or acquire any information relating to another PayZang customer, Merchant shall promptly return such information to PayZang and not reveal such information to any other party and shall not make use of such information for its own benefit or otherwise. PayZang’s and Merchant's obligations and agreements under this paragraph shall not apply to any information supplied that was known to either party prior to the disclosure by the other, is or becomes generally available to the public other than by breach of this Agreement or otherwise becomes lawfully available on a non-confidential basis from a third party who is not under an obligation of confidence to either party. Notwithstanding anything to the contrary contained herein, it is understood and agreed by the parties hereto that the performance of the Virtual Check Service is or might be subject to regulation and examination by authorized representatives of federal or state regulatory agencies, and therefore, Merchant agrees to the release by PayZang of Merchant's reports, information, assurances and other data and information as may be required under applicable laws and regulations. This clause shall survive the termination of the Agreement. 23. Termination. This Agreement shall remain in full force and effect from the date hereof until such time as this Agreement is terminated by either party as hereinafter provided. This Agreement may be terminated at any time by either party following ten (10) days’ prior written notice to the other. Either party shall have the right to terminate this Agreement immediately by giving written notice to the other if such other party: (i) ceases to conduct its business in the ordinary sense, (ii) has any substantial part of its property become subject to any levy, seizure, assignment or application for sale for, or by, any creditor or government agency, (iii) is a party to an acquisition, (iv) in the reasonable judgment of the party seeking termination, experiences an adverse change in its financial condition or business which impairs the ability of such party to perform its obligations under this Agreement, (v) fails to perform its obligations under this Agreement or defaults under any other agreement between the parties, or (vi) makes any warranty or representation which proves to be false or misleading. Notwithstanding the foregoing, PayZang may immediately terminate this Agreement without notice if, in PayZang’s sole discretion, PayZang determines that Merchant has abused the Virtual Check Service, violated the Rules, or PayZang believes that it will suffer a loss or other damage if the Agreement is not terminated. PayZang’s election to terminate this Agreement is in addition to any and all other remedies that may be available to PayZang and will not affect any obligations Merchant may have to PayZang. 24. Other. (a) Successors. This Agreement and all the terms and provisions herein shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. (b) Assignment. No right or interest hereby conferred shall be assignable without the prior written consent of the other party, and any assignment made without such consent shall be null and void; provided, however that PayZang may assign this Agreement or any part of it to any of PayZang’s affiliates or to a successor of PayZang by merger or acquisition upon written notice to Merchant. (c) Amendments. PayZang may amend the terms of this Agreement at any time, in its sole discretion, by giving notice to Merchant. If required by this Agreement or by applicable law, notice will be given for the applicable required number of days in advance of each such amendment. Merchant's continued use of the Virtual Check Service shall constitute Merchant's agreement to such amendments. No amendments requested by Merchant shall be effective unless received, and agreed to in writing, by PayZang. (d) No Third Party Beneficiaries. This Agreement shall not be construed to confer any rights or remedies upon any person not a party to this Agreement, whether as a third party beneficiary or otherwise, against Merchant or PayZang, their respective successors, assigns and affiliates. (e) Captions and Headings. The captions and headings contained in this Agreement are for convenience of reference only and shall not be used to limit the applicability or meaning of any provisions of this Agreement. (f) Entire Agreement. Merchant agrees that this Agreement is the entire statement of the terms and conditions which apply to the subject matter hereof. This Agreement supersedes any prior agreements between the parties relating to the Virtual Check Service. (g) No Waiver. No delay or omission in the exercise by either party of any right or remedy under this Agreement shall impair any such right or remedy or be construed to be a waiver thereof. (h) Severability. If any provision of this Agreement is held to be unenforceable, the other provisions shall not be affected, unless it can be reasonably assumed that the parties would not have made the agreement without such provision. (i) Construction. This Agreement is an agreement between parties who are experienced in sophisticated and complex matters similar to the transactions contemplated by this Agreement, is entered into by both parties in reliance upon the economic and legal bargains contained herein, and shall be interpreted and construed in a fair and impartial manner, without regard to such factors as the party which prepared the instrument or drafted any provision thereof, the relative bargaining powers of the parties or the domicile of any party. (j) Relationship of Parties. Merchant and PayZang shall be considered independent contractors in the performance of their obligations under this Agreement, and nothing contained herein shall be deemed to constitute either party as the agent, representative or franchisee of the other party, or both parties as joint ventures or partners for any purpose. (k) Notices. Any notice required or permitted to be sent under this Agreement shall be delivered by hand, by overnight courier, by facsimile, or by registered mail, return receipt requested, to the address of the parties first set forth in this Agreement or to such other address of the parties designated in writing in accordance with this subsection. (l) Force Majeure. Except for the obligation to make payments, nonperformance by either party will be suspended to the extent it is rendered impossible due to force majeure or other causes beyond such party’s reasonable control and without such party’s negligent or willful misconduct. (m) Acknowledgment. Merchant understands and accepts that PayZang and its affiliates are not responsible for the success or failure of Merchant's business, or the success or failure of Merchant's on-line site. (n) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The signatures to this Agreement may be evidenced by facsimile copies or PDF copies reflecting the party’s signature, and any such facsimile copy or PDF copy shall be sufficient to evidence the signature of such party as if it were an original signature (o) Survival. The provisions of the Personal Guaranty and Sections 2, 4, 5, 8, 9, 11, 15, 16, 17 through 22, and 24 shall survive termination of this Agreement. (p) Governing Law; Waiver of Trial by Jury. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS AND APPLICABLE FEDERAL LAW. THE PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE OF UTAH; ANY SUIT OR OTHER PROCEEDINGS BROUGHT BY EITHER PARTY TO ENFORCE OR TO DETERMINE MATTERS RELATING TO THIS AGREEMENT OR RELATIONSHIP BETWEEN THE PARTIES HERETO SHALL BE BROUGHT IN THE STATE OR FEDERAL COURTS IN THE STATE OF UTAH. THIS AGREEMENT WAS EXECUTED IN THE STATE OF UTAH (BY PAYZANG HAVING COUNTERSIGNED IT IN UTAH) AND IS TO BE PERFORMED IN THE STATE OF UTAH (BY REASON ONE OR MORE COMMISSIONS OR PAYMENTS MAY BE REQUIRED TO BE MADE BY PAYZANG IN UTAH). PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR CONDUCT OF RELATIONSHIP BETWEEN PARTIES.