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or have any other right of access to any other corporate financial information or Customer Financial Information, or to obtain
<br />photocopies of such records, documents, and materials. CardFlex agrees that any records, documents, and materials made available for
<br />inspection under this Section 12 shall be deemed Confidential Information of Customer that is subject to City's privacy policy, except with
<br />respect to any disclosure required by any regulatory agency with jurisdiction over CardFlex, or Section 10 of this Agreement.
<br />13. Notice. Any notice, consent, or other communication to be given under this Agreement by any Party to the other Party shall be in
<br />writing and shall be either (a) personally delivered, (b) mailed by registered or certified mail, postage prepaid with return receipt requested, (c)
<br />delivered by prepaid overnight express delivery service or same-day local courier service, or (d) delivered by prepaid facsimile transmission, in
<br />any case to the address or number set forth below or at such other address or number as may have previously been designated by a Party for it
<br />by notice to the other Party in accordance with this Section 13. Notices delivered personally, by overnight express delivery service, or by local
<br />courier service shall be deemed given as of actual receipt. Mailed notices shall be deemed given three Business Days after mailing (A "-Business
<br />Day" is any Monday through Friday other than a day on which banks are authorized to be closed in the State of California.) Notices delivered
<br />by facsimile transmission shall be deemed given upon receipt by the sender of the Transmission confirmation.
<br />14. Assignment. Except as provided in this Agreement, the rights and obligations under this Agreement may not be assigned or
<br />delegated by either Party without the prior written consent of the other Party, and any such purported assignment or delegation without such
<br />consent shall be void. Either Party may assign its rights and obligations under this Agreement to any entity that controls, is controlled by, or is
<br />under common control with such Party, so long as that other entity is not a direct competitor of the non-assigning Party and is capable of
<br />performing (and agrees to perform) the obligations of the assigning Party under this Agreement. Any requested consent to assignment will
<br />not be unreasonably withheld by a Party, unless the entity to which the assignment is to be made is a direct competitor of the non-assigning Party
<br />(in which case, consent shall be in the sole discretion of the non-assigning Party).
<br />15. Governing Law. This Agreement shall be governed by, construed in accordance with, and enforced under the laws of the State of
<br />California.
<br />16. Force Majeure. Except as otherwise expressly set forth herein, in the event a Party shall be delayed or hindered in, or
<br />prevented from, the performance of any act required of it hereunder by reason of strike, inability to procure materials, failure of power,
<br />telecommunications or connectivity failure, restrictive governmental laws or regulations, inability to obtain or maintain (for any reason outside of
<br />a Party's reasonable control) any governmental or regulatory license or authorization, riot, insurrection, war, terrorism and/or any act in
<br />furtherance of terrorism, act of God, or other event outside that Party's reasonable control (each such cause or event being hereinafter referred to as
<br />a "Force Majeure") then performance of such acts will be excused for the period of the delay and the period for performance of any such act
<br />shall be extended for a period equivalent to the period of such delay. Any time a Party is experiencing a Force Majeure that is expected to
<br />result in a significant failure or delay, that Party will give notice to the other Party describing the Force Majeure and the nature of the failure
<br />or delay and giving an estimate as to how long the delay will be. A Party claiming an excusable delay or failure under this Section 16 shall use
<br />reasonable efforts to alleviate or overcome the Force Majeure as soon as practicable.
<br />17. Offset. A Party shall be entitled to credit or offset an amount equal to any or all amounts due to it by the other Party under this
<br />Agreement.
<br />18. Dispute Resolution. Any dispute or controversy arising out of or relating to this Agreement, or the interpretation or termination of
<br />this Agreement ("Dispute"), shall be resolved or settled by arbitration before a single arbitrator pursuant to the Rules for Commercial
<br />Arbitration of the American Arbitration Association (the "Rules"). Arbitration may be commenced at any time by a Party's giving written
<br />notice to the other Party that a Dispute has been referred to arbitration under this Section 18. The arbitration proceeding shall be conducted in
<br />Orange County, California. The arbitrator shall be selected by agreement of the Parties, but if they do not so agree within 20 days after the
<br />date of the notice referred to in the second preceding sentence, the selection shall be made by the Orange County office of the American
<br />Arbitration Association pursuant to the Rules. Any award rendered by the arbitrator shall be conclusive and binding upon the Parties. This
<br />provision for arbitration shall be specifically enforceable by either of the Parties, and judgment upon the arbitration award may be entered and
<br />enforced in any court having jurisdiction over the Parties or their respective assets, it being the intent of the Parties that these arbitration
<br />provisions be enforced to the fullest extent permitted by applicable law. Each of the Parties shall pay its own expenses of arbitration
<br />(including, without limitation, those of its own counsel and witnesses), and the expenses of the arbitrator shall be shared equally by the Parties;
<br />except that if, in the opinion of the arbitrator, any claim or any defense or objection thereto was unreasonable, the arbitrator may assess, as part
<br />of his or her award, all or part of the arbitration expenses of the other Party (including, without limitation, its reasonable attorneys' fees) and of
<br />the arbitrator against the Party asserting charge unreasonable claim, defense, or objection Nothing in this Section 18 precludes a Party from
<br />applying to a court having jurisdiction to (a) seek provisional or temporary injunctive relief, in response to an actual or threatened breach of
<br />this Agreement or otherwise to avoid irrevocable damage or maintain the status quo, until a final arbitration decision or award is rendered or a
<br />Dispute is otherwise resolved or (b) enforce the provisions of this Section 18. Nothing in this Section 18 precludes the Parties from resolving a
<br />Dispute by agreement at any time.
<br />19. Amendment Waiver. This Agreement may only be amended by the written consent of both Parties, and any provision hereof may
<br />be waived only by a document signed by the Party against which the waiver is sought to be enforced. A Party's failure or delay in enforcing the
<br />other Party's performance of any of such other Party's obligations under this Agreement shall not be a waiver of any of those obligations.
<br />20. Invalid Provisions. If any provision of this Agreement is ever held to be invalid or unenforceable, that provision will be severed from
<br />the rest of this Agreement, and all of the other provisions of this Agreement will remain in effect, but will be amended by the Parties to the extent
<br />possible to result in this Agreement having the same relative economic benefits and detriments to the Parties as existed before the severance
<br />of the invalid or unenforceable provision.
<br />21. Entire Agreement. This Agreement contains the entire agreement of the Parties as to the subject matter hereof and supersedes all
<br />prior agreements and understandings, whether oral or written, between the Parties with respect to the subject matter hereof. The Authorized
<br />Payment Processor Applicant Form is an integral part of this Agreement.
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