Gift Maintenance Master Agreement


Last Modified: February 22, 2017

THIS GIFT REMINDER & PROCESSING MASTER AGREEMENT (the “Master Agreement”) is made and entered into by and between OMEGA FINANCIAL, LLC, d/b/a OMEGAFI, a Delaware limited liability company (“OmegaFi”, "Us", "We" or "Our") and you (hereinafter from time to time referred to as “Client” or "You");

1. Version of Agreement. We periodically update the terms of this Agreement. If you are an active OmegaFi customer, we will let You know when we do via an email or in-app notification. OmegaFi reserves the express right to amend and modify this Agreement as it sees fit from time to time. Unless you notify OmegaFi in writing that you object to the terms of the revised Agreement within five (5) business days of your receipt of this Agreement as so revised, the terms of the revised Agreement shall govern and control your use of the Services as of the effective date of the revised Agreement.

2. General. This Agreement shall govern and control your use of the Services offered by OmegaFi and selected by you. Accepting this Agreement, whether by clicking a box indicating your acceptance of this Agreement or by executing a Service Order or any other document which references this Agreement, shall constitute your acknowledgement that you agree to be bound by the terms hereof. Notwithstanding anything to the contrary, You acknowledge that Your selection of Services constitutes an offer to purchase Services, which must be accepted by OmegaFi before both parties become bound by this Agreement, and such acceptance shall be made at OmegaFi’s sole and absolute discretion. Upon OmegaFi’s acceptance of such offer, the parties shall become obligated hereunder.

3. Service Orders. Upon OmegaFi’s acceptance of your offer to purchase Services, OmegaFi may, from time to time, deliver and present service orders (“Service Orders”) to you which may contain additional terms respective to the Services you selected. The Service Orders may contain the fee structure pursuant to which You will compensate OmegaFi for the Services provided hereunder. You hereby agree to comply with such additional terms and conditions, and to the extent any provisions in Service Orders conflict with the provisions of this Agreement, the Service Orders shall control. Additionally, the terms controlled by such Service Orders may change from time to time, as determined by OmegaFi, and the terms contained in any subsequent Service Orders shall control the conflicting terms from the earlier Service Orders.

4. Responsibilities of OmegaFi. Unless adjusted by the Special Provisions section of the signed and accepted Service Order, during the term of this Agreement, OmegaFi agrees to:

a. Manage and update membership and donor data
b. Collect payments, contributions, fees and other funds from Client's supporters
c. In the case of pass-through contributions, collect checks and send collected checks to one recipient designated by Client
d. Send gift confirmations, payment reminders, past due notices (for 18 months), and gift
acknowledgments according to the pledge payment schedule established by each donor
e. Implement and maintain a system for the follow-up necessary to keep pledge payments up-to- date
f. Provide monthly reports to Your Primary Contact (defined in the section below)
g. If Online Giving is selected on the Service Order, OmegaFi agrees to create an online giving page to collect and process donations online

5. Your Responsibilities. During the term of this Agreement, You agree to:

a. Primary Contact. Appoint at least one (1) person who is a duly-authorized officer of Client who shall serve as the contact person with OmegaFi to ensure that that Client performs its obligations hereunder (the “Primary Contact”).
b. Information. Provide to OmegaFi the following information upon request by OmegaFi (which
shall hereinafter be referred to as the “Information”), and Client hereby acknowledges that its

failure to provide the Information shall suspend OmegaFi’s obligations to perform the Services
until Client provides such Information:
i. Account numbers and the routing numbers for the Bank Account to allow OmegaFi, as your agent, to transfer funds to and from the Bank Account in contemplation of the Services;
ii. One electronic copy of Client's complete membership database with the required fields and according to the parameters specified by OmegaFi;
iii. Updated membership records for all new graduates and new initiates each spring; and iv. Any other information reasonably requested by OmegaFi in connection with OmegaFi’s
performance of the Services.
c. Notification. Notify OmegaFi as soon as reasonably practical upon the occurrence of any of the following: (i) any change to the Information which is necessary for OmegaFi to perform the Services; (ii) if, for any reason whatsoever, there is a change in any Primary Contact; (iii)
any unauthorized transaction or access to an OmegaFi application, or if any passwords thereto
have been comprised; and (iv) any event that could affect OmegaFi’s ability to perform the
Services hereunder.
d. Cooperation. Cooperate fully and in a timely and professional manner with the reasonable requests that OmegaFi may have from time to time.

6. Agency Relationship. You hereby authorize and appoint OmegaFi to serve as your agent and to act on your behalf for the limited purposes of performing the Services, and you acknowledge that OmegaFi’s appointment as your agent may result in OmegaFi collecting or otherwise obtaining access to monies and funds that belong to you or otherwise are your property, which shall include processing personal checks, credit card payments (which are subject to Section 8 below), Automated Clearing House (“ACH”) payments and other payments, as appropriate. To the extent OmegaFi collects money on your behalf, and except as otherwise provided for herein, OmegaFi acknowledges that it shall transfer to the appropriate bank account designated by you (the “Bank Account”) such funds, less fees owed to OmegaFi, and that OmegaFi retains no title or rights in or to such funds.

7. Client Funds; Pooled Accounts. During the term of this Agreement, OmegaFi, as your duly- appointed agent, may collect and accept money on your behalf or otherwise retain access to funds which belong to you in connection with OmegaFi’s performance of the Services. OmegaFi shall have the authority to place such funds in one or more accounts with a financial institution chosen at the full and absolute discretion of OmegaFi prior to disbursement of such funds to your Bank Account, and

OmegaFi may combine your funds with the funds of other customers and hold such pooled accounts in
OmegaFi’s name (the “Pooled Accounts”). OmegaFi’s possession of such funds shall be solely in an
agency capacity, and OmegaFi retains no interest or rights to said funds, except (i) to the extent that any of such accounts earn interest, which shall solely belong to OmegaFi, and (ii) any costs, expenses and fees that you have agreed to pay OmegaFi for performance of the Services. You hereby acknowledge that you will not receive any interest on any funds held on your behalf by OmegaFi, and to the extent that you would have any right or claim to such interest, you hereby irrevocably assign and transfer to OmegaFi all of your rights to such interest. OmegaFi is not a bank or other chartered depository institution, and funds held by OmegaFi on your behalf are not deposit obligations and are not insured for the benefit of the user by the Federal Deposit Insurance Corporation or any other governmental agency. Any and all funds in such accounts shall remain the exclusive property of you or any other clients of OmegaFi, and such funds shall not be subject to the rights of OmegaFi or any of
its assigns, successors-in-interest, creditors, and the like.

8. Accepting Payments. Client authorizes OmegaFi to accept certain debit/credit card payments on its behalf and Client acknowledges that there shall be a merchant discount fee that is subject to change of 2.75% of the total amount of each debit/credit card payment plus $0.30 for each debit/ card transaction. Client acknowledges there shall be a transaction processing fee that is subject to change of $0.30 for each ACH / e-check transaction. Additionally, Client acknowledges that the process of accepting and processing checks, e-checks, ACH payment debit/credit cards and other payments are governed by complex (i) laws, rules and regulations of the United States and other relevant jurisdictions and, (ii) rules and regulations issued by NACHA, the various credit card companies and other entities formed to administer and promote payment processing (collectively the "Payment Processing Regulations"). In order to comply with the Payment Processing Regulations, Client agrees to abide by OmegaFi's Payment Processing Terms and Conditions which are subject to change, apply

to this Agreement, and its terms are made a part of this Agreement and by this reference are incorporated herein. To view OmegaFi's Payment Processing Terms and Conditions, visit https://www.omegafi.com/apps/home/about/legal-security/payment-processing-terms/

9. Chargebacks & Transfer Errors.

a. In the event OmegaFi erroneously or mistakenly transfers or allocates funds to the Bank Account or Pooled Accounts, You hereby acknowledges that OmegaFi retains the authority to apply Client’s funds held in the Pooled Accounts in the appropriate amount to correct such erroneous transfer. Additionally, if necessary, Client shall assist OmegaFi with correcting such erroneous transfers, and such actions may include but are not limited to returning to OmegaFi any monies that were erroneously transferred to Client.
b. If OmegaFi receives a payment on Client’s behalf that is subsequently cancelled, invalidated, challenged or disputed, Client shall be liable to OmegaFi for the full amount of any costs, expenses and fees incurred by virtue of any dispute, invalidation, challenge or reversal of such payment. If the sender of a payment disputes the payment or files for a chargeback, the debit or credit card issuer or the originating bank, and not OmegaFi, shall have the obligation to determine whether the dispute or chargeback is valid and to whom payment is owed.
However, to the extent it receives any notification, OmegaFi will notify Client of any disputes or filing of chargeback claims. If there are sufficient funds belonging to Client in the Pooled Accounts, You authorize OmegaFi to use such funds in the appropriate amount to satisfy the
chargeback; however, if there are not sufficient funds in the Pooled Accounts belonging to Client to cover any reimbursement, You agree to reimburse OmegaFi for any out-of-pocket expenses which may be incurred by OmegaFi to satisfy the chargeback.

10. Fees, Expenses and Payment for Services.

a. Fees and Invoicing. Client agrees to pay for all OmegaFi Services which now or hereafter may be purchased by Client based upon the fee structure provided by OmegaFi from time to time on the Service Orders. Unless otherwise stated in a particular Service Order, one-time and monthly fees shall be paid in advance, in accordance with the billing frequency stated in an applicable Service Order. Transaction fees shall be deducted before transferring collected funds to Your Bank Account.
b. Expenses. OmegaFi will bill and Client agrees to reimburse OmegaFi for all reasonable expenses including, but not limited to: printing, postage, handling, long distance and fax. If Client requests and OmegaFi agrees to perform additional work above and beyond the usual and customary expenses Client would normally incur to fulfill this Agreement, Client agrees to pay such pre-approved expenses.
c. Overdue Charges. Any amount that is unpaid after thirty (30) days from the date of invoice to Client shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower until the outstanding balance has been satisfied. If Client becomes at any point at least ninety (90) days past due on fees owed to OmegaFi or any affiliated
companies of OmegaFi with whom Client has a contractual relationship, including Pennington & Company ("OmegaFi and Its Affiliates"), OmegaFi is hereby authorized to withhold from any
future funds received by OmegaFi on behalf of Client for such amount of fees that OmegaFi
and Its Affiliates are due. Alternatively, OmegaFi, in its absolute and full discretion, may automatically debit from the Pooled Accounts or from the Bank Account monies belonging to Client in the amount due to OmegaFi and Its Affiliates to satisfy such obligation. In the event such actions are not sufficient to completely satisfy such obligations, OmegaFi and Its Affiliates shall be entitled to pursue any remedy available to it under this Agreement or at law.

11. Term. The initial term of this Agreement shall be for the term specified in your Service Order. If no such term is specified in your Service Order, the initial term shall be for one (1) year from the Service Order Da (the “Initial Term”). After expiration of the Initial Term, this Agreement shall automatically be extended for successive one (1) year terms or such other renewal term specified in the Service Order (each referred to as a “Renewal Term”), (the Initial Term and any Renewal Term(s) are collectively referred to as the “Term”) unless or until otherwise terminated pursuant to the terms of this Agreement.

12. Termination.

a. Either party may terminate this Agreement for cause upon thirty (30) days' notice to the other party of a material breach if such breach remains uncured at the expiration of such period.
b. Either party may terminate this Agreement upon expiration of the Term, provided that OmegaFi or Client, as the case may be, provides the other party with at least sixty (60) days prior written notice of its intent to terminate the Agreement upon expiration of the Term.
c. You may terminate after any material price increase initiated by OmegaFi for the Services, provided that You give written notice to OmegaFi of Your intent to terminate within twenty (20) days after You receives notice of such price change. For purposes of this subsection

12(c), a “material price increase” is an increase of more than 10% over any

consecutive 12 month period.

13. Confidentiality.

a. As used in this Agreement, the term "Confidential Information" includes, but is not limited to, clients, prospective clients, members, donors, supporters, employees, marketing processes, data, materials, credit card numbers, bank account numbers, purchasing, accounting, products, technology, computer programs, specifications, manuals, business plans, prospective or unannounced products, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, from one party to the other that reasonably should be understood to be confidential given the nature of the information. Confidential Information may or may not be marked as “Confidential” or “Secret” or with words or marking of similar meaning, and the failure to make such notations upon the physical or electronic embodiments of any Confidential Information shall not affect the status of such information as Confidential Information.
b. Each party receiving Confidential Information will (i) protect the confidentiality of the Confidential Information using the same degree of care that is uses with its own confidential information, but with not less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except as authorized by this Agreement), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to
the disclosing party, the receiving party may disclose Confidential Information if required to do so under any federal, state or local law, statute, rule, regulation, subpoena or legal process.
c. Client expressly understands and warrants that, in order to implement the terms of this Agreement, OmegaFi is authorized to share Confidential Information with any affiliate of OmegaFi under common ownership with OmegaFi's parent company, including Pennington & Company. Furthermore, unless specifically prohibited in the Special Provision section of the Service Order, OmegaFi is authorized to share Confidential Information with Client's inter/national headquarters and associated foundation.

14. Member Confidentiality. OmegaFi acknowledges that it may receive sensitive information about Client and its members during the course of this Agreement. OmegaFi’s Privacy Policy applies to this Agreement, and its terms are incorporated herein and by this reference made a part thereof. To view OmegaFi’s Privacy Policy, visit https://www.omegafi.com/apps/home/about/legal-security/privacy- policy/

15. Client Trademarks. Client understands and acknowledges that in order for OmegaFi to fulfill the terms of this Agreement, OmegaFi must use Client's name, Greek letters, insignia, logos, symbols, art work and other trademarked and non-trademarked material (collectively referred to as "Client's Marks"). Client hereby grants OmegaFi the limited license to use without charge any and all of Client's Marks for the purposes contemplated by this Agreement and any other agreements that may be entered into by and between Client and OmegaFi. Client understands and acknowledges that OmegaFi has made pricing concessions, that no further payment or royalty to Client or any other affiliated

entity is required for the limited license to use Client's Marks. Client further agrees to reimburse
OmegaFi for any royalty or other payment OmegaFi incurs to use Client's Mark.

16. Protection of Trade Secrets. As used in this Agreement, the term “Trade Secrets” shall mean all secret, proprietary, or confidential information regarding either party’s activities that fits within the definition of “trade secrets”. Nothing in this Agreement is intended or shall be construed to limit the protection provided by any applicable law relating to trade secrets or other confidential information. The parties agree that during the term of the relationship and thereafter for so long as such information remains a Trade Secret, neither party shall, directly or indirectly, communicate, divulge, disclose, use, or otherwise exploit for their own benefit, or for the benefit of any other person, corporation, or entity any Trade Secrets of the other party.

17. Copyright. Client acknowledges that OmegaFi owns all text, code, scripts, graphics, images, photographs, animations, video, audio, music and other work created and used by OmegaFi to fulfill this Agreement ("Copyrightable Material") except to the extent OmegaFi has used by Client’s Marks or other materials in which Client specifically retains intellectual property rights as provided for hereunder. Copyright laws and international treaty provisions protect material provided by OmegaFi to perform the Services. To the extent OmegaFi may not own such Copyrightable Material as a work made for hire, Client hereby assigns to OmegaFi all copyright and other intellectual property rights,

title and interest to such Copyrightable Material and hereby disclaims any interest it may have therein. Client agrees to execute all documents reasonably requested by OmegaFi to further evidence the foregoing assignment and to provide all reasonable assistance to OmegaFi in perfecting or protecting OmegaFi's rights under this paragraph. Client is permitted to use Copyrightable Material so long as such Copyrightable Material is used exclusively for the purposes set forth in this Agreement. Client
may not sell, lease, license or permit any third party to use Copyrightable Material nor shall Client use Copyrightable Material for any purpose unrelated to the terms of this Agreement. This section shall survive the termination of this Agreement.

18. Client Data. All data provided by Client and its Members in connection with OmegaFi’s performance of the Services remains the sole property of Client and its Members, respectively. OmegaFi shall not be liable for damage, loss of data, delays and errors occurring by reason of circumstances beyond its reasonable control. OmegaFi shall use reasonable care to minimize the likelihood of all damage, loss of data, delays and errors resulting from an uncontrollable event, and should such damage, loss of data, delays or errors occur, OmegaFi shall use its reasonable best efforts in accordance with industry standards to mitigate the effects of such occurrence. Additionally, upon termination of this Agreement, OmegaFi shall have no responsibility to retain any information or Member Information which may be provided to OmegaFi hereunder and expressly disclaims any obligation to do such unless expressly provided for otherwise in a separate written agreement. Notwithstanding anything to the contrary, OmegaFi shall have no obligation to retain any records of Client and/or its Members for more than one (1) year after the termination of this Agreement for any reason whatsoever.

19. Liability & Indemnification.

a. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIEABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, BUSINESS INTERRUPTION, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS OPPORTUNITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR IN ANY WAY TO THE OMEGAFI SERVICES.
b. Limitation of Liability. EXCEPT FOR YOUR LIABILITY TO PAY FEES AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, IF EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE OMEGAFI SERVICE IN THE TWELVE MONTH PERIOD PRECEEDING THE EVENT GIVING RISE TO A CLAIM;
c. Client also agrees that any violation of this Agreement may cause irreparable harm to OmegaFi and that liquidated damages may not be an adequate remedy. Client therefore agrees that OmegaFi shall be entitled to any equitable relief, including but not limited to, a temporary restraining order, preliminary injunction or permanent injunction by an appropriate court in the appropriate jurisdiction, enjoining Client from any violation or any threatened violation of this Agreement, in addition to any monetary damages which might occur by

reason of Client breaching this Agreement. Nothing in this Agreement shall restrict any rights that OmegaFi may have at law or in equity with respect to matters covered by this Agreement.

20. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party's intellectual property rights (a "Claim Against You"), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (i) promptly give Us written notice of the Claim Against You, (ii) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (iii) give us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to an OmegaFi Service, We may in Our discretion, and at no cost to You, (x) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching our warranties above, (y) obtain a license for Your continued use of that Service in accordance with this Agreement, or (z) terminate your subscription

for the OmegaFi Service upon 30 days' written notice and refund You any prepaid fees covering the remainder of the term of the terminated Service. The above defense and indemnification obligations
do not apply to the extent a Claim Against You arises from Your use of the OmegaFi Service in
violation of this Agreement or any applicable Service Order.

21. Indemnification by You. You will defend and hold us harmless, at Your expense, against any third- party claim, suit, action or proceeding (each a "Claim Against Us") brought against Us (and our officers, directors, employees, agents, service providers, licensors and affiliates) by a third party not affiliated with Us to the extent that such Claim Against Us is based upon or arises out of Your noncompliance or breach of this Agreement. We will (x) notify you in writing within thirty (30) days of our becoming aware of any such Claim Against Us, (y) give you sole control of the defense or settlement of such a claim and (z) provide you (at Your expense) with any and all information and assistance reasonably requested by You to handle the defense or settlement of the claim. You shall

not accept any settlement that imposes an obligation on Us, requires US to make an admission or imposes liability not covered by these indemnifications.

22. Legal Action. In the event legal action is necessary to enforce this Agreement, the prevailing party has the right, subject to applicable law, to payment by the other party of all reasonable attorneys' fees and costs, including any appeal and any post-judgment actions, as applicable.

23. Arbitration. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR ADMINSTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by the applicable law, the Arbitrator shall have the exclusive authority to resolve any dispute relating to this Agreement. Judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. OmegaFi may elect to pay the arbitration costs (excluding attorney fees incurred by Client), up to a maximum amount of $5,000. The Federal Arbitration Act of the United States shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings.

24. Waiver of Right to Jury; Class Action Waiver. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN IN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITARTION OR OTHER PROCEEDING FILED AGAINST OMEGAFI AND/OR RELATED THIRD PARTIES.

25. Force Majeure. Subject to the limitations set forth below, neither party shall be responsible or liable for failure, delay, performance or any damages because of due to acts of God, acts of terrorism, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation, electrical, internet or telecommunication outage that is not caused by the obligated party, or other event outside the reasonable control of the obligated party (each such event, a “Force Majeure”). Each party will use reasonable efforts to mitigate the effect of a Force Majeure event

26. Successors and Assigns. You may not assign or transfer the Agreement without the prior written consent of OmegaFi, which consent may be withheld in OmegaFi’s sole and absolute discretion. Your rights and obligations shall inure to the benefit of and shall be binding upon Your respective heirs, personal representatives, successors and assigns. OmegaFi's rights and privileges hereunder may be assigned to any person, firm, organization, or corporation which is succeeding to any part or all of the business of OmegaFi at any time and in the sole discretion of OmegaFi, and, upon such assignment, the term "OmegaFi" herein shall thereafter be deemed to mean such assignee.

27. Affiliates and Subsidiaries. Notwithstanding anything contained herein to the contrary, the terms of this Agreement are not binding upon any affiliates, subsidiaries, holding companies, designees, subcontractors, employees, agents, principals, and the like of OmegaFi, and to the extent OmegaFi defaults under the terms of this Agreement, You and Your Members acknowledge that OmegaFi is the only entity against which recourse may be sought.

28. Independent Relationship. Except as otherwise stated in or authorized by this Agreement, in no event shall either party have the right or power (whether express or implied) to make any representation or warranty (express or implied) on behalf of the other party or otherwise to bind the other party in any way whatsoever, and nothing herein is intended to or shall be construed to create a partnership, joint venture, agency (to the extent such a relationship exceeds the agency relationship already created herein) or employment relationship between the parties.

29. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the matters set forth herein and supersedes all prior negotiations, writings or other understanding between the parties with respect to the subject matter of this Agreement. This Agreement may not be

modified except by a writing signed by the Parties hereto or their successors and assigns. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the applicable Service Order, (b) this Agreement.

30. Severability. The covenants set forth in this Agreement shall be deemed and shall be construed as separate and independent covenants, and this Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall for any reason or to any extent be held void, voidable, or otherwise unenforceable by any court of law or equity, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby, but shall be enforced to the greatest extent permitted by law.

31. Waiver. To be effective, any waiver or modification of any term or condition stated in this Agreement must be in writing and signed by an authorized officer of each party. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach.

32. Notices.

a. You should provide notice to OmegaFi by writing to OmegaFi, 1242 Sixth Avenue, Columbus, GA 31901, Attention: General Counsel.
b. We will provide notice to You to your address provided in Our OmegaFi Service account information for You. We may give electronic notices and by email to Your email address(es) on record in Our account information for You. We may also give telephone notice to You by telephone calls to the telephone numbers on record in Our account information for You. You agree to keep all of your contact information current with OmegaFi.
c. All notices and other communications required or permitted to be given under this Agreement
shall be deemed received on the date of actual receipt in the case of personal delivery, e-mail, facsimile or overnight courier delivery, or upon the third day after deposit of the same in U.S. Mail, postage prepaid. All notices delivered from OmegaFi to Client shall be delivered to at
least one (1) Responsible Person.

33. Governing Law and Jurisdiction. The laws and regulations of the United States of America and the State of Delaware, as amended, govern this Agreement and all transactions under this Agreement. The parties agree and consent that any cause of action arising under, out of or in any manner relating

to this Agreement and any Arbitration proceedings may be brought in the city of Wilmington, Delaware. The parties irrevocably waive, to the fullest extent permitted by law, any claim, defense or objection which they may now or hereafter have to any proceeding which is brought in such a court where such claim, defense or objection is based on any alleged lack of jurisdiction, improper venue, forum non conveniens, or any similar basis.