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Pay Agreement

Last updated: August 14, 2018

ATG PAY AGREEMENT

This ATG Pay Agreement(the “Pay Agreement”) is between Advanced Technology Group, Inc. (“ATG”, “We”, “Us” or “Our”) and the entity identified in the applicable Order Form (“You” or “Your”).  ATG and You are each a “Party” and together are the “Parties” to this Pay Agreement.

The terms the Master Customer Agreement (“Agreement”), available at http://legal.atgonline.comare incorporated into and made a part of this Pay Agreement.  Capitalized terms used in this Pay Agreement and not otherwise defined herein will have the meaning given to them in the Agreement.

In the event of any conflict or inconsistency between the terms and conditions of this Pay Agreement, the Agreement or any Order Form, the following order of precedence will apply: (1) the applicable Order Form, (2) this Pay Agreement, and (3) the Agreement.

This Pay Agreement sets forth the additional terms and conditions that governs Our processing of Your payments.

  1. Definitions.
    1. “Chargeback” means a challenge to a payment that You file directly with Your payment card issuer.
    2. “Payment Processing Services” means Our payment processing services offered in connection with the Services, including Our or Our subcontractor’s processing of Your payment cards, ACH payments or any other method of payment by You, for purposes of completing a Transaction. For avoidance of doubt, Payment Processing Services are deemed part of the Services and shall be subject to all applicable terms and provisions of the Agreement.
    3. “PCI DSS” means the most current version of the Payment Card Industry Data Security Standard.
    4. “Service Charge” means the service charge You shall incur for each Transaction.
    5. “Transaction” means a transfer of funds between You and Us or a Service Provider related to Your purchase of services.
  2. Grant of Rights. Subject to the terms and conditions of this Pay Agreement and the Agreement, You grant Us a non-exclusive, transferable and sublicensable worldwide right to accept and process Your payments for purposes of providing Payment Processing Services.  By adding a sub merchant to Your account or adding a HOA to C3, You grant Us the continuous right and authority to automatically provision the sub merchant account and accept payments on the sub merchant’s behalf.
  3. Fees.
    1. Each Transaction shall incur a Service Charge as set forth in the applicable Order Form plus 3.5% of the Transaction. The additional 3.5% charge may be discounted or waived for any Transaction made through an ACH payment.
    2. We may change the Service Charge at any time in our sole discretion, without advanced notice or liability to You. All terms and conditions in Section 6 of the Agreement shall apply to Your payment of Service Charges.
  4. Representations and Warranties. You represent and warrant that:
    1. You have all rights and permissions to any payment method information You provide to Us, including but not limited to any payment card information; and
    2. You have not provided Us with any false, inaccurate or misleading information.
  5. PCI Compliance. Upon Our request, You shall cooperate with and assist Us in any activities in connection with Our compliance with PCI DSS.
  6. Indemnification; Liability. In addition to Your indemnity obligations under the Agreement, You agree to indemnify, defend and hold harmless ATG Indemnitees from and against any and all Losses incurred by an ATG Indemnitee as a result of any Claim made in connection with, arising out of or otherwise related to, directly or indirectly, any dispute with Your bank or payment card issuer.  Between You and Us, You are solely responsible and liable for any Chargebacks, refunds, over-payment, invalid payment and any other payment errors.
  7. Term. The term of this Pay Agreement shall be coterminous with the term of the Agreement.  Sections1, 4and 6shall survive the expiration or termination of this Pay Agreement.