2 License.
(a) License Grant. Subject to Customer’s compliance at all times with this Agreement
and the Order Form (if any), Digital Check hereby grants to Customer, during the License Term,
a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to install, access,
and use the Software in the Territory for Customer’s internal business operations, solely: (i) with
the designated model(s) of Digital Check or Smart Source branded devices purchased from
Digital Check or its authorized resellers (“Approved Devices”), (ii) in a secure and controlled
environment where Customer and its Users are fully responsible for maintaining the security of
such environment and for maintaining the operation of all software and information technology
systems and the security of all data accessible with or through the Software; (iii) on Customer’s
associated workstations (including computers, tablets, and other mobile devices) and/or
networks, which are in either case within Customer’s control, and (iv) for purposes of managing,
monitoring, and using the Approved Devices and collecting and receiving data from the Approved
Devices.
(b) Trial Version. If Customer has obtained the Software (or any component thereof)
on a trial basis (a “Trial Version”), Customer acknowledges and agrees that the license set forth
in Section 2(a) is granted by Digital Check to Customer for the Trial Version solely for the trial
period set forth in the applicable Order Form (“Trial Period”) for Customer’s own internal
evaluation purposes, and subject to any and all technical limitations implemented by Digital Check
in the Trial Version. Customer acknowledges and agrees that if Customer has not purchased a
license for the period following the Trial Period prior to the expiration of the Trial Period, this
Agreement will automatically terminate (without the requirement of providing any termination
notice) and the Trial Version may cease functioning. In addition to the restrictions set forth in
Section 2(g), Customer will not attempt to circumvent, dismantle or otherwise interfere with any
time-control disabling functionality in the Trial Version that causes the Trial Version to cease
functioning upon the expiration of the Trial Period. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, CUSTOMER ACKNOWLEDGES AND AGREES THAT
THE TRIAL VERSION IS PROVIDED “AS-IS’ AND WITHOUT ANY WARRANTY WHATSOEVER
OR ANY SUPPORT OR OTHER SERVICES (INCLUDING ANY UPDATES OR UPGRADES).
(c) Updates. Digital Check may, from time to time and at its sole option, make
available patches, bug fixes, corrections, updates, upgrades, support and maintenance releases
or other modifications (collectively, “Updates”) to the Software. Updates, if any, may not
necessarily include all existing software features or new features that Digital Check releases for
newer or other models of its devices. The terms of this Agreement will govern any Updates unless
such Update is accompanied by a separate license, in which case Customer agrees that, upon
Customer’s acceptance of that license, the terms of that license will govern. Digital Check
reserves the right to condition Customer’s access to and use of Software on Customer’s
installation of Updates.
(d) Embedded Digital Check Software. Any Digital Check software embedded in an
Approved Device is governed by a separate End User License Agreement provided with the
device or otherwise made available to Customer.
(e) Third Party Software. Certain software included in, distributed with, or downloaded
in connection with the Software may comprise third-party proprietary software products that are
subject to separate license terms (“Third Party Software”). Such Third Party Software may include
software or software components that are derived, in whole or in part, from software that is distributed as free software, open source software or under similar licensing or distribution models
(“Open Source Software,” together with Third Party Software, “External Software”).
Customer’s use of External Software is subject in all cases to the applicable licenses from the
External Software provider, which will take precedence over the rights and restrictions granted
in this Agreement solely with respect to such External Software. Customer will comply with the
terms of all applicable Third Party Software and Open Source Software licenses, if any.
Copyrights to Open Source Software are held by their respective copyright holders indicated
in the copyright notices in the corresponding source files.
FOR THE AVOIDANCE OF DOUBT, DIGITAL CHECK PROVIDES NO REPRESENTATION
OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO
SUCH EXTERNAL SOFTWARE, INCLUDING WITH RESPECT TO FUNCTIONALITY OF
SUCH EXTERNAL SOFTWARE WITH ANY APPROVED DEVICE OR THE SOFTWARE.
Digital Check does not provide any warranty, maintenance, technical or other support for any
External Software or its use on any Digital Check product, technology, service or specification
or other documentation.
(f) License Limitations; Reservation of Rights. This Agreement does not grant
Customer any rights to use the Software or other Digital Check proprietary interfaces or
Intellectual Property Rights in the design, development, manufacture, licensing, or distribution of
other devices, accessories, or software applications for use with Approved Devices or other
devices and accessories. Some of those rights may be available under separate licenses from
Digital Check. All rights not expressly granted to Customer in this Agreement are reserved for
Digital Check and its licensors.
(g) Restrictions. Except as expressly set forth in this Agreement or in a separate
agreement signed by Digital Check, Customer will not (and will not allow any third party, including,
without limitation, any User, to): (i) decompile, disassemble, reverse engineer, or otherwise
attempt to derive the structure of or the Source Code from the Software or the underlying
technology of the Software, except to the extent such a restriction is not permitted by applicable
law and further, in such event, Customer has requested such code from Digital Check in writing
in advance and Digital Check has failed to comply with such legal requirement within thirty (30)
days following such request; (ii) distribute, license, sublicense, assign, transfer, provide, lease,
lend, rent, disclose, use for timesharing or service bureau purposes, or otherwise use or allow
others to use for the benefit of any third party, the Software; (iii) use or access the Software in
order to build a similar or competitive product or service or disclose to any third party any
benchmarking or comparative study involving the Software; (iv) copy, reproduce, modify, adapt,
translate, or create derivative works of the Software (or any part thereof); (v) remove, alter, or
obscure in any way any proprietary rights notices (including copyright notices) of Digital Check or
its suppliers on or within the Software; (vi) attempt to disable or circumvent any security
mechanisms used by the Software (including, without limitation, any time-control disabling
functionality or other mechanisms in the Trial Version); (vii) use the Software to store or transmit
any malicious or unsolicited code or software, or store, transmit or upload any material and/or
content that is false, inaccurate, illegal, abusive, harassing, harmful to reputation, pornographic,
indecent, profane, obscene, hateful, racist, infringing, libelous, tortious, or otherwise objectionable
in Digital Check’s reasonable opinion, or to store, transmit or upload any material or content in
violation of third-party privacy rights; (viii) use the Software (or any part thereof) to hack, spam,
or phish Digital Check or any third party (including, without limitation Digital Check’s other
customers); or (ix) use the Software in any manner that violates any law, rule, regulation or any
other legal or regulatory requirement imposed by any regulatory or government agency. Customer agrees that it will not permit any person other than authorized Users to access and use the
Software, and will ensure that all Users are over eighteen (18) years old and use the Software
solely in accordance with this Agreement and the applicable Usage Parameters. Customer
acknowledges and agrees that Customer is solely responsible for the use of the Software by
Users, and any breach of this Agreement by any User will be deemed a breach by Customer.
CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE MAY INCLUDE FEATURES TO
PREVENT USE AFTER THE APPLICABLE SUBSCRIPTION TERM AND/OR CUSTOMER’S
USE INCONSISTENT WITH THIS AGREEMENT.
(h) Copies. Customer may make a reasonable number of copies of the Software for
archival purposes or for use as a back-up. Customer must copy all copyright legends, trademarks,
trade names, and other legends on any copies of the Software.

(i) Ownership. The Software and its contents, features and functionality (including,
without limitation, all information, software, text, graphics, images, and audio, and the design,
selection and arrangement thereof) (collectively, the “Content”) are protected by United States
and international copyright, trademark, patent, trade secret and other intellectual property or
proprietary rights laws. The Software, the Content, and all Intellectual Property Rights in and to
the Software and the Content are the sole property of Digital Check and its licensors.
(j) Feedback. If Customer provides to Digital Check any feedback, suggestions,
recommendations, or other input, or makes any improvements, enhancements, or modifications,
relating to the Software (collectively, “Feedback”), then Customer grants to Digital Check a
worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, sublicensable license
to reproduce, perform, display, distribute, modify, create derivative works of, make, have made,
use, sell, offer to sell, import, and otherwise dispose of such Feedback, and any modifications,
derivative works or implementations thereof and any product, software, or service that
incorporates, is combined with or uses, or is marketed for use in combination with, any of the
foregoing.
3 Delivery and Acceptance.
On or before the start date of the License Term, Digital Check will use commercially reasonable
efforts to enable Customer to download the Software or will otherwise make the Software
available to Customer. Digital Check will notify Customer of any anticipated or actual delay in
delivery. The Software will be deemed accepted upon delivery to Customer.
4 Pricing and Payment.
(a) Invoicing and Payment. Digital Check will invoice Customer based upon the pricing
(if any) set forth in the Order Form. Customer will pay all amounts in any such invoice no later
than thirty (30) calendar days from the date of the invoice. Payments made under this Agreement
after their due date will incur interest at a rate equal to one and one-half percent (1.5%) per month
or the highest rate permitted by applicable law, whichever is lower. In addition, Digital Check
reserves the right to immediately suspend or terminate Customer’s access to the Software and/or
any services provided hereunder in the event the fees due and payable by Customer are more
than thirty (30) days late. All payments will be made in USD. Customer will be responsible for
reasonable costs associated with collection of overdue amounts, including without limitation,
reasonable attorneys’ fees and court costs. Except as expressly set forth in the applicable Order
Form, all fees are non-refundable.

(b) Taxes. All fees for the Software and any services are exclusive of taxes and fees.
Except for taxes based on Digital Check’s income generally, Customer will be responsible for all
taxes and fees that arise in any jurisdiction, however designated, imposed on, incident to, or
based upon the provision, sale, or use of the Software and/or any related services.
5 Support Services. The terms of this Section 5 will apply if Customer purchases Support
Services under an Order Form.
(a) Term. The Support Term will commence on the date of the Order Form and will
continue for an initial term equal to (i) the period specified in the Order Form or, (ii) if no period is
specified in the Order Form, one (1) year. Thereafter, Support Services will automatically renew
for subsequent one-year periods unless Customer provides Digital Check with written notice of
intention not to renew same at least sixty (60) days prior to the expiration of the then-current
Support Term.
(b) Termination by Customer. Subject to any minimum Support Services period
specified in the Order Form, Customer may terminate Support Services at any time upon ninety
(90) days’ prior written notice.
(c) Suspension by Digital Check. If Customer fails to pay when due any applicable fee
or otherwise breaches a material obligation under this Agreement and does not timely cure in
accordance with the provisions herein, Digital Check may, at its option, suspend Support Services
until the material breach is cured.
(d) Reinstatement. After any lapse of Support Services, Support Services will be
reinstated as mutually agreed by the Parties.
(e) Fees. Charges for Support Services will be as stated in the Order Form. Except as
expressly set forth in the Order Form, after the initial Support Services term, fees for Support
Services may be increased by Digital Check once annually by no more than five (5) percent.
(f) Support Services. Except as expressly set forth in the Order Form, Support
Services will be provided in accordance with Digital Check’s standard support terms as separately
made available to Customer.
6 Confidential Information.
(a) Obligations. Both Parties acknowledge that either Party may receive (the
“Receiving Party”) Confidential Information from the other Party (the “Disclosing Party”) during the
term of this Agreement. Such Confidential Information will be deemed to have been received in
confidence and will be used by the Receiving Party only to perform its obligations or exercise its
rights under this Agreement and will be disclosed by the Receiving Party only to the Receiving
Party’s personnel who (i) have a need to know the information for such purpose, and (ii) are
subject to obligations of confidentiality consistent with this Agreement. The Receiving Party will
treat the Confidential Information as it does its own valuable and sensitive information of a similar
nature and, in any event, with not less than a reasonable degree of care.
(b) Exceptions. The obligations of either Party under Section 6(a) will not apply to
information that the Receiving Party can demonstrate: (i) was in its possession at the time of
disclosure and without restriction as to confidentiality; (ii) at the time of disclosure is generally
available to the public or after disclosure becomes generally available to the public through no
breach of this Agreement or other wrongful act by the Receiving Party; (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other
wrongful act by the Receiving Party; or (iv) is independently developed by the Receiving Party
without regard to the Confidential Information of the other Party. If Confidential Information is
required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority,
the Receiving Party will (x) give the Disclosing Party, to the extent possible, prompt and
reasonable advance notice prior to disclosure so the Disclosing Party may contest the disclosure
or seek a protective order, and (y) limit the disclosure to the minimum amount that the Receiving
Party reasonably determines is legally required to be disclosed.
(c) Access to Source Code. If Customer is given access to any Source Code for the
Software under this Agreement, Customer will use its best efforts to protect the Source Code from
unauthorized access, reproduction, disclosure or use. Only Customer personnel having a need
to access the Software Source Code in connection with Customer’s exercise of its rights or
performance of its obligations under this Agreement may have access to the Software Source
Code. Customer will maintain accurate written records of the names of all individuals who have
had access to the Software Source Code. Customer will notify Digital Check immediately if
Customer becomes aware of any unauthorized use or disclosure of the Software Source Code,
and will give full cooperation, at its own expense, to minimize the effects of such unauthorized
use or disclosure. NOTWITHSTANDING ANY OTHER TERMS OF THIS AGREEMENT,
CUSTOMER’S LICENSE WILL AUTOMATICALLY TERMINATE UPON THE UNAUTHORIZED
TRANSFER OF ANY COPY OF THE SOFTWARE SOURCE CODE TO ANOTHER PARTY.
(d) No Customer Data. The Parties acknowledge and agree that any data stored within
or through Customer’s use of the Software will remain solely on Customer’s servers/systems or
otherwise under Customer’s control. Authorized use of the Software does not provide Digital
Check with any access or ability to control or protect any such data, and Customer will not provide
any data to Digital Check or require Digital Check to connect to Licensee’s network without Digital
Check’s prior written consent in each case.
7 Disclaimers; Limitation of Liability; Indemnification.
(a) WARRANTY DISCLAIMER. CUSTOMER EXPRESSLY ACKNOWLEDGES AND
AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USE OF
THE SOFTWARE IS AT CUSTOMER’S SOLE RISK AND THE ENTIRE RISK AS TO
SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH
CUSTOMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT
WARRANTY OF ANY KIND, AND DIGITAL CHECK AND ITS LICENSORS, SUPPLIERS, AND
DISTRIBUTORS (COLLECTIVELY REFERRED TO AS “DIGITAL CHECK” FOR THE
PURPOSES OF THIS SECTION 7) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS
WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, DIGITAL CHECK DOES NOT WARRANT AGAINST
INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SOFTWARE, THAT THE
FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE
SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE
SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE
COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE OR APPLICATIONS OR THIRD-PARTY SERVICES. INSTALLATION OF THE SOFTWARE MAY AFFECT THE
AVAILABILITY AND USABILITY OF THIRD-PARTY SOFTWARE OR APPLICATIONS OR
THIRD-PARTY SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
DIGITAL CHECK OR A DIGITAL CHECK AUTHORIZED RESELLER OR REPRESENTATIVE
WILL CREATE A WARRANTY.
(b) HIGH-RISK USE DISCLAIMER. CUSTOMER FURTHER ACKNOWLEDGES
THAT THE SOFTWARE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR
ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR
INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE
SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR
ENVIRONMENTAL DAMAGE.
(c) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL DIGITAL CHECK BE LIABLE FOR PERSONAL
INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA,
BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES,
ARISING OUT OF OR RELATED TO CUSTOMER’S USE OR INABILITY TO USE THE
SOFTWARE OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION
WITH THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY
(CONTRACT, TORT OR OTHERWISE) AND EVEN IF DIGITAL CHECK HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL DIGITAL CHECK’S TOTAL
LIABILITY TO CUSTOMER FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY
APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF
FIVE DOLLARS ($5 USD). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE
ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
(d) Indemnification. Customer will defend, indemnify, and hold harmless Digital Check
and its licensors, suppliers, and distributors, and their respective directors, officers, employees,
and agents (collectively, “Digital Check Indemnitees”) against all liabilities, damages, losses,
costs, fees (including reasonable attorneys’ fees), and expenses arising out of any allegation or
third-party legal proceeding to the extent arising from: (i) Customer’s use of the Software other
than in accordance with this Agreement; (ii) any content or data, including personally identifiable
information, routed into or used with the Software by Customer or any Customer User; (iii)
Customer’s or any Customer’s User’s alleged or actual violation of any applicable laws or third-
party rights; or (iv) Customer’s or any Customer’s User’s negligence, fraud, dishonesty, or willful
misconduct.
8 Term; Termination; Effect of Termination.
(a) Term. Unless earlier terminated in accordance with the terms of this Agreement,
the term of this Agreement will commence on the Effective Date and will continue until the date
of expiration or termination of the last Subscription Term to expire or be terminated (or if no
Subscription Term is specified in the Order Form, until expiration or termination of all licenses
granted to Customer hereunder).
(b) Termination for Convenience. Subject to any minimum commitment periods
specified in the Order Form, Customer may terminate this Agreement for convenience any time
upon sixty (60) days’ advance written notice to Digital Check. (c) Termination for Cause. Either Party may terminate this Agreement immediately
upon notice if the other Party (i) materially breaches any term of this Agreement and fails to cure
such breach within thirty (30) days of receipt of written notice from the non-breaching Party
specifying the breach in reasonable detail, or (ii) experiences a Bankruptcy Event. For purposes
of this Agreement, “Bankruptcy Event” means: (1) voluntary or involuntary proceedings by or
against a Party are instituted in bankruptcy or under any insolvency law; (2) a receiver or
custodian is appointed for a Party; (3) proceedings are instituted by or against a Party for
corporate reorganization or the dissolution of such Party, which proceedings, if involuntary, have
not been dismissed within sixty (60) days after the date of filing; (4) a Party makes an assignment
for the benefit of creditors; or (5) substantially all of the assets of a Party are seized or attached
and not released within sixty (60) days thereafter.
(d) Effect of Termination. Upon the termination or expiration of this Agreement for any
reason: (i) the licenses granted under this Agreement will immediately terminate and Customer
will immediately cease any and all use (including any use by its Users) of the Software; (ii) Digital
Check’s obligations to perform Support Services will immediately terminate; (iii) Customer will pay
to Digital Check the full amount of any outstanding fees due hereunder; and (iv) within ten (10)
calendar days of such termination, each Party will destroy or return all Confidential Information of
the other Party in its possession or control, and will not make or retain any copies of such
information in any form, except that the Receiving Party may retain one (1) archival copy of such
information solely for purposes of ensuring compliance with this Agreement. CUSTOMER
ACKNOWLEDGES AND AGREES THAT THE SOFTWARE MAY CONTAIN DISABLING CODE
THAT (EITHER AUTOMATICALLY OR AT DIGITAL CHECK’S CONTROL) WILL RENDER THE
SOFTWARE (AND RELATED DATA) UNUSABLE UPON TERMINATION OR CUSTOMER’S
BREACH OF THIS AGREEMENT.
(e) Survival. In the event of any termination or expiration of this Agreement for any
reason, all provisions of this Agreement whose meaning requires them to survive, including but
not limited to Sections 1, 2(i), 2(j), 6, 7, 8(d), 8(e), and 9, will survive the termination or expiration
of this Agreement.
9 General Provisions.
(a) Assignment. Customer may not assign any of Customer’s rights or delegate any
of Customer’s duties under this Agreement without the prior written consent of Digital Check. Any
attempt by Customer to assign or delegate without such prior written consent will be null and void.
(b) Third-Party Beneficiaries. The Parties hereby designate the Digital Check
Indemnitees as third-party beneficiaries of Section 7(d). Otherwise, there are no third-party
beneficiaries to this Agreement.
(c) Waiver. No waiver by any Party of any of the provisions hereof will be effective
unless explicitly set forth in writing and signed by the waiving Party. No failure to exercise, or
delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will
operate or be construed as a waiver thereof; nor will any single or partial exercise of any right,
remedy, power, or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power, or privilege. Digital Check will not be liable for failure
or delay in performance to the extent caused by circumstances beyond Digital Check’s
reasonable control.
(d) Government End Users. The Software and related documentation are
“Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are
used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R.
§12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer
Software and Commercial Computer Software Documentation are being licensed to U.S.
Government end users (i) only as Commercial Items and (ii) with only those rights as are granted
to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved
under the copyright laws of the United States.
(e) Export Control. Customer will not use or otherwise export or re-export the Software
except as authorized by United States law and the laws of the jurisdiction(s) in which Customer
is a resident or otherwise uses the Software. In particular, but without limitation, the Software may
not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S.
Treasury Department’s list of Specially Designated Nationals or the U.S. Department of
Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the
Software, Customer represents and warrants that it is not located in any such country or on any
such list.
(f) Severability. If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any
other term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto will negotiate in good faith to modify this Agreement
so as to effect the original intent of the Parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.
(g) Injunctive Relief. Customer acknowledges and agrees that actual or threatened
breach of this Agreement by Customer may cause Digital Check irreparable damage for which
recovery of money damages may be inadequate, and that, in addition to any other remedies
available to Digital Check, Digital Check will be entitled to seek injunctive relief to protect Digital
Check’s rights under this Agreement.
(h) Governing Law; Jurisdiction. This Agreement will be governed by the laws of the
State of Illinois, without reference to rules governing choice of law. Customer and Digital Check
hereby irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts
located in Cook County, Illinois with respect to any claims, suits, or proceedings arising out of or
in connection with this Agreement, and agree not to commence or prosecute any such claim, suit,
or proceeding other than in the aforementioned courts; provided, however, Digital Check will have
the right to seek injunctive relief pursuant to Section 9(g) in any court of competent jurisdiction.
(i) Entire Agreement. This Agreement, together with the Order Form(s), if any,
constitute the sole and entire agreement of the Parties with respect to the subject matter contained
herein and therein, and supersede all prior and contemporaneous understandings and
agreements, both written and oral, with respect to such subject matter.
For information about how to contact Digital Check, please visit Digital Check’s contact page
at https://www.digitalcheck.com/contact/.