MeevoPay Terms of Service

“Business Day” shall mean any day except any Saturday, any Sunday, or any day which is a legal holiday or any day on which banking institutions are authorized or required by law or other governmental action to close in the country where you do business.

“Card” means any account or evidence of an account issued to a Cardholder under license from a Card Brand, any representative or member of a Payment Brand, accepted on the MeevoPay platform as payment from cardholders for goods or services.

“Card Brand” means any payment method accepted by MeevoPay for processing, including, without limitation, Visa, MasterCard, Discover, American Express, and other credit and debit card providers, debit network providers, gift cards, and other stored value and loyalty program providers.

“Cardholder” or “Card Member” means the person whose name is embossed upon the face of the Card and who purports to be the person in whose name a Card is issued.

“Chargeback” means the procedure by which, and the value of, a transaction (or disputed portion of a Transaction) is returned to the Cardholder or credited to their account based upon a disputed charge.

“Chargeback Reserve” shall mean the amount of funds that MSI may hold in reserve from your processed transactions to cover anticipated chargebacks.

“Cutoff Time” shall mean the time on a given day after which any Transactions being processed shall be considered to be initiated on the following business day. The Cutoff Time for Transactions on MeevoPay is 11:59 pm Eastern Time.

“Excessive Chargeback Activity” refers to any period of two or more calendar months during which you have a Chargeback ratio that exceeds 1% by the number of Transactions or a Chargeback ratio that exceeds 1% by dollar volume.

“Fees” means the cost you will pay for using MeevoPay (or the Service) as set forth in the applicable Order Form.

“Fee Schedule” is the schedule of fees you agree to pay for using MeevoPay as set forth in the applicable Order Form.

“Billing Cycles to Activation” is the period after agreeing to these Terms & Conditions in which MSI agrees to waive the Platform Access Fee regardless of whether you meet Minimum Monthly Card Volume. Your Billing Cycles to Activation are set forth in the applicable Order Form.

“Minimum Monthly Card Volume” shall mean the minimum sales that you must process through MeevoPay per billing cycle in order for MSI to waive the Platform Access Fee for that billing cycle. Your initial Minimum Monthly Card Volume is equal to seventy-five percent (75%) of the simple average of transactions that you processed in the past three (3) billing cycles and is subject to change upon thirty (30) days written notice to you by MSI. Any Transactions subject to a Chargeback shall not be counted toward the Minimum Monthly Card Volume.

“Net Proceeds” shall mean the amount of funds charged in a given Transaction less applicable Fees.

“Order Form” is the document setting forth the products and services you requested from MSI as to MeevoPay, including, without limitation, monthly subscription fees, equipment purchase or lease terms, Minimum Monthly Card Volume, and any resulting fees from the failure to reach and maintain Minimum Monthly Card Volume.

“Payment Services” is the processing of credit or debit card transactions paying for services and/or products sold under this Agreement.

“Platform Access Fee” shall mean the monthly fee which MSI charges you per billing cycle during which you fail to meet or exceed Minimum Monthly Card Volume. The Platform Access Fee shall be equal to 1% of the difference between the Minimum Monthly Card Volume and your Realized Card Sales for the previous billing cycle.

“Realized Card Sales” shall mean the gross value of Transactions you processed on the MeevoPay platform, less Chargebacks, during a billing cycle.

“Rules” means the rules, regulations, and other requirements of any Card Brand, including, without limitation, Visa USA, Inc. Operating Regulations, Visa International Operating Regulations, MasterCard Rules, Discover Operating Regulations, and the American Express Merchant Operating Guide. Capitalized terms not defined in these Terms, or in any other agreement between you and MSI, shall have the meanings outlined in the applicable Rules.

“Settlement Schedule” is the timing of which the Net Proceeds of a given Transaction, not subject to holding, is to be deposited in your designated bank account. The Settlement Schedule for a Transaction is one Business Days after the date on which a Transaction was processed on the MeevoPay platform. Any Transaction(s) processed after the Cutoff Time shall be considered processed on the following Business Day.

“Surcharge” is a fee you as a merchant, may be able to charge a cardholder who is paying with a credit card, to compensate you for the cost of payment processing.

“Termination Fee” means the fee that MSI charges you if this Agreement is terminated, for any reason, before the term expires. The Termination Fee is set forth in the applicable Order Form and must be paid before any of your obligations to MSI under this Agreement can be discharged.

“Transaction” or “Transactions” means any retail sale of goods or services for which a consumer makes payment to you through a credit card, debit card, prepaid card, or cardless payment system such as, without limitation, Apple Pay, Samsung Pay, or Google Pay.

MSI reserves the right to modify these Terms and Conditions at any time, at its sole discretion, and without notice. Therefore, you should check these Terms for changes from time to time. In the event MSI modifies these Terms to provide for an increase in Fees in connection with the Payment Services, MSI shall provide notice of at least one billing cycle before said change takes effect.

After any changes to these Terms, your access and use of the Services means that you accept and agree to the changed Terms. If you do not agree with any one or more changes, you are not authorized to access or use the Services. If you do not agree to any one or more changes, do not access or use the Services.

You may only enter into this Agreement if you are the owner, manager, or other person authorized to bind the business (regardless of business entity type, including a sole proprietorship) for which you have applied to onboard onto MeevoPay and receive the Payment Services.

By agreeing to these Terms, you also agree to our Privacy Policy and the Meevo Terms & Conditions, which are incorporated herein by reference. To the extent there is a conflict between this Agreement and the Meevo Terms & Conditions or any other applicable set of terms & conditions pertaining to another service on MSI’s platform, this Agreement shall control with respect to the Payment Services and the Meevo Terms & Conditions shall control concerning any other services provided on MSI’s platform.

The term of this Agreement shall be the time period you indicate on the applicable Order Form beginning upon the date you agree to these Terms & Conditions (the “Start Date”) until the expiration or earlier termination (voluntary or otherwise) of your Meevo subscription. During the term, MSI shall provide, via any acquirer/processor which it approves at any time and from time to time, the Payment Services pursuant to this Agreement. By signing onto these Terms & Conditions, you hereby appoint MSI as your exclusive provider of all credit and debit card processing for your business during the term. You have agreed to utilize Meevo beginning on the Start Date.

Each party to this Agreement is an independent contractor. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other forms of joint enterprise, employment, or fiduciary relationship between you and MSI, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever. Accordingly, MSI is not responsible for any tax withholding on your behalf, including, but not limited to, sales, income, payroll, and/or VAT, as applicable.

After the termination or expiration of this Agreement, you agree to remain responsible for cooperating with MSI about any and all of the Transactions you have processed through MeevoPay including, without limitation, Chargebacks and investigations.

Provided that you are not in breach of this Agreement and further provided all unpaid fees due MSI are satisfied, upon termination, subject to the terms and conditions below regarding Final Export, MSI will provide transition services for a period of up to thirty (30) days from the termination date (“Transition Period”) provided you agree to pay MSI’s then current Professional Service Fees charged by MSI in accordance with the Professional Services Terms & Conditions (see https://www.meevo.com/terms-of-service/professional-services) at the time the transition services are rendered.

(a) Provided you: (i) have complied with your obligation to provide MSI with thirty (30) days’ notice of termination; (ii) are not in uncured breach of this Agreement or any other Services Agreement; and (iii) agree to pay the applicable Transition Fees, you may submit a written request for a final export of Client Information during the Transition Period (“Final Export Request” and “Final Export”), which Final Export shall be subject to MSI’s then current export fees (“Final Export Fees”). Upon your payment of Final Export Fees, MSI will conduct one (1) final export of your data. If you fail or refuse to pay all Fees, including Final Export Fees, you understand and agree that MSI will have no further obligations to retain, maintain, or deliver your data.

You represent and warrant to MSI that your sole business activity for which you intend to use the Payment Services is limited to one or a combination of these categories: MCC 7298, Beauty or Health Spas; MCC 7230, Barber and Beauty Shop; 7299, Massage Parlor; MCC 8099, Medical Service Health Practitioners (Not Else Classified). If, for any reason, your business model changes, you are required to immediately inform MSI of the change and provide a detailed description of your new business model, at which time MSI may decide, in its sole discretion and on a case-by-case basis, as to whether to continue providing Payment Services to you.

You may not use MeevoPay or its Payment Services for personal, family, or household use. Moreover, you may not process Transactions using the credit or debit card of yourself, any of your employees, family, or friends except for receiving payments for products purchased or services rendered to any of these Cardholders for the same or similar price that you would charge any of your other customers. MSI further reserves the right to refuse to honor a requested refund that does not reference a specific transaction.

You agree during the term of this Agreement to pay the monthly, per transaction, and any other applicable Fees set forth in the Fee Schedule, which is subject to change by MSI upon written notice via email or by other permitted means. On a monthly basis, MSI will be providing you with a merchant statement setting forth various information including Payment Services activity, summary of the monthly activity, and a deposit and chargeback summary (a “Merchant Report”). The Merchant Statement will further provide details regarding Fees and any changes or updates with respect thereto. Before an increase in Fees takes effect, MSI shall provide You with notice via the monthly Merchant Report of at least thirty (30) days in advance.

To the extent permitted by law, MSI may collect any Fees or other payment obligations owed under this Agreement by deducting the corresponding amounts from funds payable to you, the customer, or user arising from the settlement of Transactions through MeevoPay.

Your access to MeevoPay for each billing cycle is subject to a Platform Access Fee. MSI agrees to waive their Platform Access Fee for each billing cycle in which you meet or exceed the Minimum Monthly Card Volume. By the third business day after the conclusion of the applicable billing cycle, MSI shall assess your processing activities, deducting any applicable Chargebacks or refunds, and, if you failed to meet the Minimum Monthly Card Volume for the most recent billing cycle, then MSI at its sole discretion shall levy the Platform Access Fee by either: (i) directly charging your payment account on file; or (ii) taking the Platform Access Fee as a set-off from the proceeds of future transactions. The Platform Access Fee will be billed in addition to your regularly scheduled subscription to Meevo via your current payment method on file, and this fee will not be debited against funds available for disbursement.

Fees will be assessed when a transaction is processed and will be first deducted from the funds received for such transactions. Suppose the settlement amounts are insufficient to meet your obligations. In that case, MSI may charge or debit the bank account or credit card linked to your MeevoPay account for any amounts owed (and you agree to execute such additional directions in writing to permit us to do so, if required).

This Section does not permit MSI to debit your bank account or credit card for any reason other than those described within this section.

Commencing twelve (12) months after the date of Your Initial Order Form and following a minimum of three (3) consecutive months of processing activity, You may request that MSI conduct a Fee rate review to determine if the Fees set forth in Your Fee Schedule should be reduced. If MSI determines, in its sole and absolute discretion, that a lower adjusted rate is reasonable and warranted, a newly approved Fee Schedule will apply following the execution by You and MSI of an amendment to Your subscription via a signed Order Form containing the new Fees. You will only be permitted one rate adjustment within any twelve (12) month period and any Fee rate adjustment is contingent upon Your demonstrating twelve (12) months of processing activity.

MSI continuously examines the overall cost structure for MeevoPay on a periodic basis, including when interchange rates in card payments undergo biannual adjustments which is typically in April and October. MSI may increase the Fees for MeevoPay in the event: (i) card brands, networks, issuing banks or financial institutions increase the fees assessed to MSI for payment processing; or (ii) MSI’s ongoing development of MeevoPay results in increased costs for payment processing. In the event MSI determines to increase fees for MeevoPay as a result of (i) or (ii) above, the increase in Fees will take effect on the date specified in the Merchant Report.

During the term of this Agreement, you will have an opportunity to purchase certain payment processing equipment (e.g., point of sale machinery). If you purchase the equipment, you have no obligation to return it to MSI upon termination or expiration of this Agreement. Purchased equipment comes with and is subject to, the MeevoPay Limited Warranty located at https://www.meevo.com/pos-warranty-agreement.

If you sell, assign, or otherwise transfer your business (a “Transfer”) to another party (“Transferee”), you must provide MSI with at least 30 days’ notice of the pending transfer along with the Transferee’s contact information. MSI has the option, but not the obligation, to consent to assign this Agreement to the Transferee at MSI’s sole discretion. You agree to indemnify and hold MSI harmless, to the extent allowed by applicable law, for any claims against MSI arising from your failure to provide MSI with the Transferee’s contact information.

You represent and warrant to MSI at the time of execution and during the term of this Agreement that:

1. All information and documentation that you provide MSI in connection with your application to become a MeevoPay user are accurate and complete and properly reflect your business, financial condition, and ownership/management;
2. You have the power to execute, deliver and perform this Agreement, that this Agreement is duly authorized and does not violate any applicable laws or other agreement to which you are a party;
3. You have all applicable licenses and permits, if any, required to conduct your business in the location(s) you do business and shall maintain any permits and remain licensed and in good standing therein during the term of this Agreement;
4. There is no action, suit, or proceeding pending or threatened, to the best of your knowledge, against you which would impair your ability to conduct your business in its ordinary course or adversely affect your financial condition and/or operations;
5. You will perform, or have performed, all of your obligations to the applicable Cardholder in connection with the Transactions that you process via MeevoPay;
6. No other processing relationship exists between you and another payment processor for this business to the extent allowable by applicable law;
7. You will not sell, purchase, provide or exchange any Cardholder’s account name or number information in any form to any third party, except to MSI, except pursuant to a duly ordered subpoena in a court of competent jurisdiction;
8. With respect to all Transactions that you present to MSI, you continuously represent and warrant that:
• i. Each Cardholder has authorized the debiting and/or crediting of its account;
• ii. Each entry is for an amount the Cardholder has agreed to; and
• iii. Each entry is in all other respects, properly authorized.

You agree that, during the term of this Agreement and at any time you are using the Payment Services and/or charging Cardholders a Surcharge (as set forth below), you will conduct your business in compliance with all applicable state, federal, and local laws, and regulations. Further, you agree to conduct your business in compliance with the Rules and not to allow anyone using the Payment Services under your control, direction, or influence to circumvent the Rules in any manner. This includes without limitation, fraudulent transactions or charging a Card and providing the Cardholder with cash in circumvention of the Rules regarding cash advances.

Meevo now has the capability to allow you to charge Cardholders a Surcharge on credit card payments to share the cost of credit card processing. Credit card payments are fast, convenient and secure; however, they can be costly to merchants. A Surcharge is a fee that can apply only to credit cards – and never a debit card, prepaid card, or gift card, even if the applicable card is being run like a credit card. Please be aware, however, that while Surcharging is legal in many States, there are many nuances to be aware of. For example, Card Brands must be notified, your Cardholders must be made aware of your intention to Surcharge and Surcharges cannot exceed certain amounts, based on applicable State laws. Some states have laws restricting Surcharging, some states have anti-surcharging laws that exist but have been superseded by recent court decisions and a few states provide that Surcharging is illegal. As of June 2024, Connecticut, Massachusetts, Maine and Puerto Rico do not allow Surcharging and any attempt to do so in such states may subject you to fees and penalties, for which you agree you are solely responsible for. While MSI can seek to alleviate the burden of Surcharge compliance by providing best practices, You must operate and abide by the laws in the State(s) in which you operate. MSI strongly suggests You contact counsel to ensure you are complying with all applicable State laws and of any changes to such State laws. NOTE: MSI does not provide any legal support or guidance. By enabling Surcharging within Meevo, you acknowledge and agree that you are solely responsible for meeting all legal and card network requirements, including MasterCard’s notification requirements and those set forth below. You agree to indemnify, defend, and hold MSI harmless against any cost, loss, damage, expense or liability suffered by MSI as a result of your failure to comply with applicable State laws and card network requirements regarding Surcharging.

We strongly suggest you consider: (a) MasterCard’s notification requirements which will direct you to use a specific form at least thirty (30) days prior to activating a Surcharge program; (b) card network rules that require the posting of clear signage declaring the terms of your Surcharge program at your point of entry and point of sale; and (c) the following information from Visa and MasterCard:

https://usa.visa.com/support/small-business/regulations-fees.html

https://www.mastercard.us/en-us/surcharge-disclosure-webform.html

As noted above, Surcharge permissions vary by state, regulatory, or card network rules so please make sure you understand these rules. Once activated, the Surcharge will automatically appear as a “Credit Fee” on Cardholders’ receipts.

Your business’ policy for the exchange and/or return of goods sold and the fee adjustment for services rendered, shall be established and posted in accordance with the Rules. If applicable, you agree to disclose your refund and/or exchange policies to a Cardholder before a Transaction sale is made. You shall not refund cash to a Cardholder who paid for the item by Card, and any credits must be made to the same Card account number on which the original sale Transaction was processed.

Simultaneously, with each Cardholder Transaction, a contingent and unmatured claim for Chargeback accrues against you in favor of MSI if under the Rules, MSI is required, or has the right, to pay any Card Brand any fees, discounts, customer credits, and adjustments, charges, fines, assessments, penalties or other items which may be charged back to you. You further accept all liability for Chargebacks and authorize MSI to offset from incoming Transactions the amount of any Chargeback as well as all fees arising out of the Chargeback dispute processes under the Rules.

You agree that MSI may suspend, within their sole discretion, the disbursement of your funds for any period of time, including indefinitely in some cases, required to investigate suspicious or unusual deposit activity. MSI will make good faith efforts to promptly notify you of any such activity. MSI shall have no liability for any losses, either direct or indirect, which you may attribute to any suspension of funds disbursement.

In the event of unusual Transactions that have been “suspended” and cannot be verified as valid sales or have been verified as Cardholder disputes, you agree to pay MSI security processing fee not to exceed 110% of the value of the subject Transaction(s). Any Excessive Chargeback Activity, as well as suspicious activity as determined by MSI, shall be grounds for immediate termination of this Agreement or, at MSI’s discretion, any other action deemed necessary, including, without limitation, suspension of privileges and increase of fees charged to you.

MSI takes its duty to safeguard against fraudulent processing seriously and, as such, reserves the right to suspend its service, hold funds in reserve, or perform any other actions, at their sole discretion, for risk management purposes without notice if it encounters any suspicious activity on your MeevoPay account including, without limitation, high ticket amounts, high ticket volume, or unusually frequent transactions from a singular Cardholder in accordance with their risk management policies.

MSI reserves the right, at its sole discretion, to hold funds from the proceeds of your transactions processed on MeevoPay as a Chargeback Reserve in accordance with its risk management policies and procedures. Any funds held by MSI under this procedure shall be placed in a non-interest bearing account.

You further agree to reimburse MSI for any costs that MSI incurs as a result of any activity on your MeevoPay account, which causes any third party to levy a fee, punitive or otherwise, against MSI to the extent allowable by law.

MSI has established a process to consider and address claims (a “Customer Claim”) you may have against MSI due to funds either not being available or not being deposited by MSI in accordance with the following funding schedule, which causes you to incur an overdraft fee or a bounced check fee.

MeevoPay Funding Schedule*
Transaction Date (Day of the Week)	Payout Date (Day of the Week)
Sunday, Monday	Tuesday
Tuesday	Wednesday
Wednesday	Thursday
Thursday	Friday
Friday, Saturday	Monday

* Payouts are processed on a T+1 schedule (T+1 = the date of a transaction plus one business day).

Please note: Holidays will shift payout dates by one business day. This fee structure applies to each transaction. Fees are calculated and withheld when processing the payout for that particular transaction.

For example, in the event a funding delay causes you to incur an overdraft fee or a bounced check fee, MSI has established the following process to address and handle claims for reimbursement. In such event, you must go to the Meevo XChange (via Meevo application) where you will be directed to file or submit your claim by providing a description of the facts and circumstances giving rise to the claim. You will further upload any and all documentation supporting the claim (including banking documents reflecting available balance before and immediately after the funding delay, and a list of fees actually incurred as a direct result of such delay).

All claims will be tracked and administered through resolution in the Meevo Xchange. MSI will carefully review all information and documentation submitted and will assess the merits of each claim on a case-by-case basis. You agree to be bound by MSI’s decision with respect to Your claim. Once the claim is filed, as set forth in this section, MSI will process such claim and endeavor to provide a final determination within five (5) business days.

The laws of the State of New Jersey (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement, the Payment Services, and any other transactions contemplated herein, including, without limitation, interpretation, construction, performance, and enforcement. Each party hereby consents to the exclusive jurisdiction of the State or Federal Courts located in the State of New Jersey as the sole and proper venue for the resolution of any dispute arising out of or relating to this Agreement and each party waives any objection that it may now or later have with respect to governing law or jurisdiction.

You understand and consent that MSI may deliver any notices to you via the Services, via the email address on file at MSI or via a MSI Merchant Statement that will be provided by MSI on a monthly basis. MSI’s notice to you will be effective on the date sent if sent on a business day or the following business day if not sent on a business day. To be effective, all notices and other communications you provide to MSI must be in writing and will be deemed duly given to MSI four (4) days after mailed by registered or certified mail, return receipt requested, postage prepaid, to MSI at the following address:

Millennium Systems International, LLC
8 Campus Drive, Suite 205,
Parsippany, NJ 07054
Attention: Customer Service Department

MSI provides the Payment Services on an “AS IS” and “AS AVAILABLE” basis. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, MSI expressly disclaims all express and implied warranties with respect to its performance of the Payment Services, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade.

MSI shall not be liable for any indirect, punitive, special, incidental, or consequential damage in connection with or arising out of this Agreement (including loss of profits, use, data, or other economic advantages), however arising, whether for breach of this Agreement, including breach of warranty or in tort. You agree that MSI’s total liability for all expenses, losses, and damages arising from a breach of the terms of this Agreement, including but not limited to negligence, errors or omissions, breach of contract, or breach of warranties, shall not exceed the value of the funds that MSI received under this Agreement.

As a primary inducement to MSI to enter into this Agreement and in consideration of the Processing Services being given for your benefit, you unconditionally and irrevocably guarantee the continuing full and faithful payment and performance of all duties, debts, liabilities and obligations you have to MSI, whether present or future, direct or indirect, absolute or contingent, matured or not matured, at any time owing or remaining unpaid by you to MSI, and wherever incurred, and all interest, fees, commissions and legal and other costs, charges, and expenses owing or remaining unpaid by you pursuant to the Agreement, as the same may be amended by MSI from time to time, with or without notice (collectively, the “Obligations”).

You also unconditionally agree that, if you do not pay any Obligations when due and those Obligations for any reason under the guarantee set forth above, that you will indemnify MSI immediately on demand against any cost, loss, damage, expense or liability suffered by MSI as a result of your failure to do so. Your liability hereunder is unlimited. No act or thing, except the indefeasible and full payment and discharge in cash of all of the Obligations, which but for this provision could act as a release or impairment of your liability, will in any way release, impair, or affect your liability. You hereby waive all defenses pertaining to the Obligations, any evidence thereof, and any security therefore, except the defense of discharge of the Obligations by full and indefeasible payment to the extent allowable by law. You also understand that MSI reserves the right to proceed directly against you without first exhausting their respective remedies against you.

You understand and agree that this personal guarantee may not be assigned to any third-party without MSI’s consent.

You agreed to indemnify, defend, and hold MSI harmless, to the extent allowed by law, against any claims made against it arising out of or relating to your breach of any of your representations, warranties, or obligations under this Agreement, your use of the Payment Services, or any of your intentional or negligent bad acts, negligence, errors, and omissions.

WAIVER OF JURY TRIAL. If, for any reason, a claim or dispute proceeds in court, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

ENTIRE AGREEMENT & AMENDMENT. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether oral or written, except as otherwise stated herein with respect to the subject matter hereof, and may only be amended, varied, or supplemented by written agreement of MSI.

COUNTERPARTS/ELECTRONIC SIGNATURE. This Agreement, including any other agreement, contract, paper, and/or instrument executed or delivered by the Parties to give effect to this Agreement, may be executed in counterparts, each of which, when executed and delivered, is deemed to be an original, and all of which when taken together, shall provide evidence and constitute this Agreement. This Agreement may be signed electronically by one or more of the Parties and shall be considered as if said party signed this Agreement in ink.

SEVERABILITY. If any term, provision, covenant, or restriction in this Agreement shall be prohibited or adjudged by a competent court or any lawful authority to be unlawful, void, or unenforceable, such term, provision, covenant, or restriction shall only to the extent required, be severed from this Agreement and rendered ineffective in so far as possible, without modifying the remaining terms, provisions, covenants or restrictions of this Agreement, which shall continue in full force and effect, and such a situation shall in no way affect any other circumstances or the validity or enforceability of this Agreement.

BINDING; NON-ASSIGNMENT. The rights and obligations under this Agreement may not be assigned or delegated, in whole or in part, by you to any other party or parties without MSI’s prior express written consent. This Agreement is binding upon the Parties and their respective successors or permitted assigns. Any issues pertaining to the Transfer of your business is controlled by the above section entitled “Business Transfer.”

NON-WAIVER. No exercise or failure to exercise or delay in exercising any right, power, or remedy vested in either party under or under this Agreement shall constitute a waiver by that party of that or any other right, power, or remedy. Any provision of this Agreement may be waived only in writing by the party that is entitled to the benefits thereof.

SURVIVABILITY. Certain rights and obligations of the Parties shall survive the conclusion or termination of this Agreement, including, without limitation, the Sections entitled Intellectual Property, Personal Guarantee, Indemnification, Governing Law, Data Protection, and any other Sections of the language of which contemplates a right of either or both Parties post-termination of this Agreement.

HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

LEGAL FEES. Each party shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with the review and/or execution of this Agreement. If any action is brought to enforce or to construe or determine the validity of any term or provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs of the action, including those associated with any negotiations to avoid such action.

THIRD-PARTY BENEFICIARIES. This Agreement is for the sole benefit of the Parties hereto and its respective successors and assignors. Nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or because of this Agreement.

AUTHORITY. The Parties warrant that the signers of this Agreement have the authority to bind their respective corporate entities to the same, if applicable. The Parties shall present to each other duly executed resolutions by their respective boards of directors authorizing the execution of this Agreement, if applicable.

FURTHER ASSURANCES. Upon the other party’s reasonable request, each party shall promptly execute such documents and perform such acts as may be necessary to give full effect to this Agreement.

FORCE MAJEURE. When and to the extent failure, delay, default, or breach of this Agreement is caused by: (a) acts of God, (b) flood, fire, or explosion, (c) war, terrorism, invasion, riot, or other civil unrest, (d) embargoes or blockades in effect on or after the date of this Agreement, or (e) national or regional emergency, including but not limited to health epidemics or pandemics, it shall be considered a "Force Majeure Event." Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement due to a Force Majeure Event, provided that (i) such event is outside the reasonable control of the affected party; (ii) the affected party provides prompt notice to the other party, stating the time the occurrence is expected to continue; (iii) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event; (iv) and such party’s negligence did not cause the default or breach.