SaaS Services Agreement This First Data SaaS Services Agreement (Agreement) is between First Data Merchant Services LLC, for itself and any Affiliates providing services hereunder, (First Data), and [----------] (Company). The Parties agree: 1. Agreement. 1.1. This Agreement will be effective on the later of the dates it is signed by Company or First Data (the Effective Date). 1.2. First Data, itself and through its Affiliates (as defined below), agrees to provide to Company, and Company agrees to obtain from First Data, the SaaS Services described in this Agreement. An Affiliate is an entity that controls, is controlled by, or is under common control with a party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of such entity or party. 1.3. First Data and Company understand and agree that: (1) some or all of the SaaS Services may be provided by First Data or its Affiliates, (2) the provisions of this Agreement are deemed to be provided by First Data and apply to First Data and its Affiliates as if they are one entity, (3) First Data may collect Fees on behalf of its Affiliates for parts of the SaaS Services or other services provided by First Data or its Affiliates (First Data Services), (4) Company’s Affiliates may use the SaaS Services only upon First Data’s prior, written consent, (5) Company will pay for the SaaS Services described in the SaaS Services and Fees Schedule, (6) the Support outlined in the SaaS Services Support Schedule applies to the SaaS Services, and (7) First Data and Company agree to the terms and conditions on the SaaS Services Terms Schedule (regardless of whether the SaaS Services Terms Schedule is attached to this document). 1.4. Any Schedules, Appendices, or Statements of Work related to the SaaS Services are incorporated into this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any Appendix or Statement of Work to this Agreement the terms of this Agreement will prevail with respect to its subject matter. In the event of any conflict between the terms of the SaaS Services Terms Schedule, and the terms of this Agreement, an Appendix, a Statement of Work, or any other Schedule to this Agreement, the SaaS Services Terms Schedule will prevail with respect to its subject matter. 2. Background. 2.1. First Data and its Affiliates provide merchants with business software and payment solutions, including: system integration gateways (Gateways); software platforms to facilitate the acceptance of payment or payment information (Platforms, including the Hosted Services, as further defined in the Agreement and SaaS Services and Fees Schedule); and other related services as set forth on SaaS Services and Fees Schedule, (Project Services). 2.2. Together the Gateways, Platforms, Project Services, and other related services as set forth on SaaS Services and Fees Schedule, are the SaaS Services. 2.3. The Terms of this Agreement will apply to First Data’s provision of the SaaS Services, and the Support for the applicable SaaS Services is outlined in SaaS Services Support Schedule. First Data will provide the SaaS Services, and Company will use the SaaS Services, in accordance with the terms of this Agreement (as amended). 3. Fees and Payment 3.1. First Data will invoice Company, and Company will pay First Data, the Fees described in the SaaS Services and Fees Schedule. 3.2. Company will pay all applicable fees, registration fees, assessments, imports, duties, charges, and taxes imposed by any international, federal, state, or local authorities with respect to this Agreement. 4. Term and Termination. 4.1. Term. This Agreement begins on the Effective Date and will continue for 4 years (the Initial Term). 4.2. After the Initial Term, the Agreement will automatically renew for successive 1-year terms (each, a Renewal Term) unless either Party provides written notice of non-renewal to the other Party at least 90 days before the end of the Initial Term or then-current Renewal Term (collectively, the Initial Term and any Renewal Terms are the Term). 4.3. Termination. Either party may terminate the Agreement with written notice if (1) the other party breaches this Agreement and fails to remedy the breach within 30 days of receiving notice of it; (2) the other party repeatedly breaches this Agreement; (3) the terminating party reasonably believes its reputation will be damaged by the other party’s activities; (4) either party experiences a bankruptcy or insolvency event; or (5) the other party engages in fraud, intentional misrepresentation, or willful misconduct related to its performance under this Agreement. 5. Support 5.1. Company acknowledges that the successful completion of Support may depend on the commitment and quality of the assistance that Company provides to First Data. Company will provide First Data with assistance as First Data reasonably requests related to the Support. 5.2. The Support set forth in the SaaS Services Support Schedule is the Support that applies to the SaaS Services. First Data may amend or replace the SaaS Services Support Schedule, but any Agreement or replacement of support will not (without Company’s prior written consent) materially reduce the scope of First Data’s obligations under this Agreement. 6. Notices 6.1. Notices to First Data will be sent to: First Data Merchant Services LLC, Attn: Executive Vice President – Operations, 5565 Glenridge Connector NE, Atlanta, Georgia 30342; with a copy to: First Data Merchant Services LLC, Attn: General Counsel’s Office, 6855 Pacific Street, AK-32, Omaha, Nebraska 68106. 6.2. Notices to Company will be sent to: _____________________________________________. 7. General 7.1. First Data and Company represent and warrant that they each have the authority to sign this Agreement, creating legal obligations that are enforceable against them. 7.2. Each party will comply with the laws, rules, and regulations (including payment card industry data security standards, PCI DSS) that apply to its respective performance under this Agreement (together, Laws). 7.3. Each of the Parties is acting, in its performance of this Agreement, as an independent contractor. Neither Party will have any right, power or authority to create, and will not represent to any third party that it has the power to create any obligation, express or implied, on the other’s behalf without the express prior written consent of such Party. None of the employees of either Party will be considered an employee of the other Party for any reason. 7.4. This Agreement is governed by New York law (without regard to its choice of law provisions). The courts in or for Suffolk County, New York are proper venue for legal actions arising under this Agreement. First Data and Company each waives its right to a jury trial for all claims (including counterclaims) arising in connection with this Agreement. 7.5. This Agreement may be executed electronically and in counterparts, each of which constitutes one agreement when taken together. Facsimile, electronic, and other copies of the executed Agreement are enforceable as originals.