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DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9
<br />shall not obtain title, copyrights or any other proprietary right to any Software. At all time,
<br />Global Direct or its suppliers retain all rights to such Software, including but not limited to
<br />updates, enhancements and additions. Merchant shall not disclose such Software to any
<br />party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile,
<br />disassemble, tamper with, or create any derivative work based on such Software, or transmit
<br />any data that contains software viruses, time bombs, worms, Trojan horses, spyware,
<br />disabling devices, or any other malicious or unauthorized code. Merchant's use of such
<br />Software shall be limited to that expressly authorized by Global Direct. Global Direct's
<br />suppliers are intended third party beneficiaries of this Card Services Agreement to the extent
<br />of any terms herein pertaining to such suppliers' ownership rights; such suppliers have the
<br />right to rely on and directly enforce such terms against Merchant.
<br />6.2. The operating instructions or user guides will instruct Merchant in the proper use of the
<br />terminals, other hardware or payment application(s), and Merchant shall use and operate the
<br />terminals, other hardware or payment application(s) only in such manner. If Merchant has
<br />purchased the relevant maintenance/help desk service hereunder, Merchant will promptly
<br />notify Global Direct of any equipment malfunction, failure or other incident resulting in the loss
<br />of use of the equipment or software or need for repair or maintenance, whereupon Global
<br />Direct will make the necessary arrangements to obtain required maintenance or replacement
<br />software or hardware. Merchant is responsible for shipping costs. Merchant shall cooperate
<br />with Global Direct in its attempt to diagnose any problem with the terminal, other hardware or
<br />payment application(s). In the event the Merchant's terminal requires additional Software,
<br />Merchant is obligated to cooperate and participate in a dial in down line load procedure. With
<br />respect to any item of equipment leased to Merchant by Global Direct, Merchant will not be
<br />liable for normal wear and tear, provided, however, that Merchant will be liable to Global Direct
<br />in the event that any leased item of equipment is lost, destroyed, stolen or rendered
<br />inoperative. To the extent not prohibited under applicable law, Merchant will indemnify Global
<br />Direct against any loss arising out of damage to or destruction of any item of equipment or
<br />software provided hereunder for any cause whatsoever. Merchant also agrees, to the extent
<br />not prohibited under applicable law, to hold harmless and indemnify Global Direct for any
<br />costs, expenses, and judgments Global Direct may suffer, including reasonable attorney's
<br />fees, as a result of Merchant's use of the equipment or software provided hereunder. Any
<br />unused equipment in its original packaging purchased from Global Direct hereunder may be
<br />returned to Global Direct at Merchant's expense within 60 days of receipt. Merchant shall
<br />receive a refund of any money paid in connection therewith subject to a re -stocking fee of an
<br />amount equal to 20 percent of the total purchase price for the returned equipment. No refunds
<br />shall be issued for any equipment returned after 60 days.
<br />6.3. Merchant acknowledges that some of the services and applications to be provided by Global
<br />Direct and Member hereunder may be provided by third parties. Merchant agrees that except
<br />for its right to utilize such services in connection with this Card Services Agreement, it
<br />acquires no right, title or interest in any such services. Merchant further agrees that it has no
<br />contractual relationship with any third party providing services under this Card Services
<br />Agreement and that Merchant is not a third party beneficiary of any agreement between
<br />Global Direct or Member, as applicable, and such third party. Merchant may not resell the
<br />services of any third party providing services under this Card Services Agreement to any other
<br />party.
<br />6.4. Merchant acknowledges that it may directly obtain software platform services from a third
<br />party that facilitate or integrate Global Direct's Services as set forth in section 2. Global Direct
<br />does not control and is not responsible for such software platform services or any fees (and
<br />their occurrence) charged by such third party to Merchant related to such software platform
<br />services. The pricing for Merchant's use of any third -party platform services and any
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