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Master Services Agreement

Last Modified: June 1, 2026

THIS MASTER SERVICES AGREEMENT (this “Agreement”) governs any Order Form that references it. This Master Agreement is hosted online and is incorporated by reference into each Order Form executed or accepted by Producer.

This Agreement, together with the applicable Order Form(s), any amendments or addenda thereto, the Terms of Service and Use, and any Third-Party License Terms, sets forth the terms under which Producer may access and use VFI’s Services and Products.

  1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings set forth below:
    1. “Order Form” means any ordering document, whether written or electronic, that references this Agreement and sets forth the Services and Products, Fees, term, and other applicable commercial terms. An Order Form may include online forms or click-through acceptance.
    2. “Producer” means the entity identified in the applicable Order Form, together with any affiliates expressly identified therein.
    3. “Services and Products” means the services, platforms, technologies, software, tools, and products provided by VFI and identified in an Order Form, including any updates, enhancements, or modifications thereto.
    4. “Fees” means all fees, charges, and amounts payable by Producer as set forth in the applicable Order Form.
  2. ORDER FORM AND SUBSCRIPTION.
    1. Services and Products shall be provided pursuant to one or more Order Forms. An Order Form may be executed in writing or accepted electronically (including via click-through or similar acceptance mechanism).
    2. Each Order Form shall define the specific Services and Products, Fees, Subscription Term, and other applicable commercial terms.
    3. Each Order Form is governed by this Agreement and all incorporated terms.
  3. ONLINE TERMS AND MODIFICATIONS. This Agreement is hosted online and may be updated by VFI from time to time. VFI will maintain prior versions of this Agreement, including applicable effective date ranges. Any updates, amendments, or modifications to this Agreement shall become effective upon the earlier of (i) renewal of an applicable Order Form, (ii) execution of a new or amended Order Form, (iii) purchase or activation of additional Services and Products, or (iv) Producer’s continued access to or use of the Services and Products following such update.
  4. SERVICES AND PRODUCTS. VFI shall provide the services, technologies, and products (“Services and Products”) set forth herein and in the attached Schedules which may be amended from time to time and shall be deemed issued and accepted only if signed by VFI and the Producer. VFI shall be permitted to provide, and Producer accepts, additional Services and Products as set forth in the Property and Technology section of this Agreement. All Service and Products will be provided by VFI or its parent, affiliates, or subsidiaries subject to Producer satisfying all Producer Obligations as set forth herein, including but not limited to, payment of all Fees.
  5. TRANSACTION PROCESSING SERVICES.
    1. VFI will provide payment processing and related services, including batch processing and a store-and-forward system that accumulates and distributes funds received from third parties, including but not limited to financial institutions, which are forwarded to VFI (“Payment Network”) for processing through the ACH Network (“ACH”), credit and debit card networks, account verification, and/or customer identification services, as well as related risk management and transaction modification services (collectively, “Transaction Processing Services”). For purposes of this Agreement, a “Transaction(s)” means any payment, transfer, deposit, or withdrawal of funds initiated by Producer through the Transaction Processing Services, including but not limited to payments received from third parties, credit or debit card payments, and ACH payments, together with any associated customer identification, verification, or processing information necessary to effectuate such payment or transfer. Producer may use the Transaction Processing Services for its internal business purposes and operations, provided that such use is not prohibited by VFI, VFI’s financial institution(s), the Payment Network, or any applicable federal, state, local law, statute, ordinance, or governmental regulation.
    2. Subject to Producer’s satisfaction of its obligations herein, VFI grants Producer a non-exclusive, non-transferable license to access and use the transaction processing services, as set forth herein, subject to the practices and procedures established by VFI, or an institution that governs payment transactions, including but not limited to, VISA, MasterCard, Discover, American Express, or the National Automated Clearing House Association (“NACHA” (collectively, “Payment Network”), which may be amended upon notice to Producer.
    3. VFI shall accept Transactions associated with the Transaction Processing Services on a 24-hour basis. Transactions received after the designated cut-off time will be included in the next day’s processing. VFI is only responsible for processing Transactions that it receives in an authorized format, approved by VFI, and submitted on a timely basis.
    4. Producer acknowledges that VFI may rely solely on identifying numbers provided by Producer to determine the bank and account related to each Transaction.
    5. VFI may impose and adjust processing limits as part of its risk management processes and may suspend processing or hold Transactions exceeding such limits upon notice to Producer.
    6. At Producer’s request, VFI will make reasonable efforts to reverse, modify, or delete a Transaction prior to submission to the applicable Payment Network, but shall not be liable for any inability to do so.
    7. VFI may reject, delay, or return any Transaction without prior notification if permitted or required by applicable international, national, regional, and local regulations or laws, including but not limited to, Regulation E, the Gramm-Leach-Bliley Act, and the Unlawful Internet Gambling Enforcement Act (“Laws”), or the operational rules, policies, and procedures established by each applicable Payment Network (“Rules”), or if VFI believes the Transaction is fraudulent or improperly authorized.
    8. Fees for transaction processing services shall be as set forth in the applicable Order Form which may be amended or updated through a new or modified Order Form.
    9. Fees are due upon receipt of Services and will be debited from Producer’s designated account maintained with a financial institution for deposits and withdrawals related to monthly Transactions, unless otherwise agreed. Such designated account shall be identified in the ACH authorization form executed by Producer and attached hereto. Funds or credits payable to Producer may likewise be deposited into the same designated account.
    10. An insufficient funds fee shall include a 1.5% per month fee and a $25.00 ACH fee. In addition to imposing such insufficient fund fees, VFI may elect to terminate this Agreement, which shall terminate Client’s access to VFI’s Services and Products.
    11. Both parties shall comply with applicable Laws and Rules, including data privacy and security requirements established by major credit card companies and administered by the Payment Card Industry Security Standards Council (“PCI-DSS”) and the Payment Network, and cooperate in good faith to facilitate such compliance.
  6. ADDITIONAL SERVICES, TECHNOLOGIES, AND PRODUCTS.
    1. In addition to the Services and Products expressly identified in this Agreement, VFI may provide, and Producer may elect to receive, additional Services and Products through one or more Order Forms. All such Services and Products shall be provided in accordance with the terms, conditions, and obligations set forth herein.
    2. VFI may from time-to-time offer, and Producer may elect to receive, other services, technologies, and products (“Other Services and Products”). The terms, features, and specifications of such Other Services and Products shall be set forth in the applicable Order Form.
    3. Producer shall pay all associated fees as set forth in the applicable Order Form.
    4. Unless expressly stated otherwise in the applicable Order Form amendment, or addendum, all provisions of this Agreement, including without limitation, those relating to Producer obligations, payment, confidentiality, warranties, indemnities, and limitations of liability, shall apply equally to all Other Services and Products. Other Services and Products shall be deemed authorized only upon execution of an Order Form or use of such Services. VFI reserves the right, in its sole discretion, to determine the availability and scope of any Other Services and Products.
  7. VFI OBLIGATIONS. VFI shall:
    1. Facilitate the signup process for available VFI Services and Products, including the completion of required assessments and documentation.
    2. Oversee Producer’s setup and registration, ensuring full operational compatibility for the selected Service and Products.
  8. PRODUCER OBLIGATIONS. Producer shall:
    1. Timely comply with all VFI requests for instructions, information, or approvals required by VFI to provide the VFI Services and Products.
    2. Cooperate fully with VFI in its performance of the Services and provide access to Producer’s premises, employees, contractors, data/technology, and equipment as required to enable VFI to provide the Services and Products without undue delay or restrictions.
    3. Take sole responsibility for obtaining any required licenses or consent to prevent delays or obstructions in VFI’s provision of its Services and Products.
    4. Make timely payments for all Services and Products provided by VFI as set forth in the Order Form applicable to the Services and Products offered in this Agreement.
    5. Producer represents, warrants, and agrees that any data, including consumer data, information, materials, recordings (including screen recordings, audio or video recordings, transaction recordings, and compliance-related recordings), documents, or other content that Producer provides to VFI, or that VFI captures, collects, or generates in connection with the Services and Products (“Producer Data”), is provided for the purpose and with the intent that VFI, its parents, subsidiaries, and affiliates may use, process, store, reproduce, transmit, analyze, aggregate, anonymize, and create derivative works from such Producer Data in connection with (a) providing, improving, supporting, and operating the Services and Products, (b) developing and enhancing VFI technologies, including analytics, artificial intelligence, and related offerings, and (c) compliance, quality assurance, auditing, and risk management activities. Producer further represents and warrants that it has obtained, and will maintain, all legally required consents, authorizations, and notices necessary to permit VFI’s receipt, possession, and use of Producer Data as described in this Agreement.
  9. FEES AND EXPENSES.
    1. In consideration of VFI’s provision of its Services and Products, and the rights granted to Producer under this Agreement, Producer shall pay all fees as set forth in the applicable Order Form (“Fees”). Producer shall pay such Fees strictly in accordance with the applicable Order Form, and all such Fees shall be subject to change by VFI from time to time, including, without limitation, any changes applicable to credit card payments, ACH payments, or such other payment methods. As a condition precedent to VFI’s provision of Services and Products, Producer shall provide VFI with a completed ACH authorization form in the form required by VFI or as otherwise agreed upon by the parties. All payments of Fees hereunder shall be made on a net-of-statement basis, meaning such amounts shall be netted against any amounts otherwise payable by VFI to Producer or, if no such amounts are available for offset, debited directly from Producer’s designated account as set forth in the ACH Form. Payment to VFI of the fees pursuant to this Section shall constitute payment in full for the performance of the Services and Products. Unless otherwise provided, said Fee will be payable within ten (10) business days of receipt by the Producer of an invoice from VFI.
    2. Producer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Producer hereunder. To the extent VFI is required to pay any such sales, use, excise, or other taxes or other duties or charges, Producer shall reimburse VFI in connection with its payment of fees, including but not limited to those described in this Section, together with any related costs, penalties, interest, or other reasonable out-of-pocket expenses (“Expenses”) incurred by VFI in connection therewith. Producer shall not pay or be responsible for any taxes imposed on, or with respect to, VFI’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.
    3. Except for invoiced payments that the Producer has successfully disputed, all delinquent payments shall bear interest at (a) the rate of 1.5% per month or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Producer shall also reimburse VFI for all costs incurred in collecting any delinquent payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which VFI does not waive by the exercise of any rights hereunder), VFI shall be entitled to suspend the provision of any Services and Products if the Producer fails to pay any Fees or other amount when due hereunder and such failure continues for thirty (30) days following written notice thereof.
  10. VFI’S PROPERTY AND TECHNOLOGY.
    1. Limited License for Use. VFI hereby grants Producer a non-exclusive license to use: (i) the applications, software, platforms, templates, supplies, designs, user interfaces, user experiences, branding elements, , and other intellectual and tangible property provided by VFI; and (ii) the electronic portals to which VFI provides Producer access, (collectively i. and ii, “VFI Property and Technology”) for the Term of this Agreement. VFI is and shall remain the exclusive owner of, and shall retain all rights, title, and interests in and to, VFI’s Property and Technology. Producer shall not use VFI’s Property and/or Technology for any purpose other than to access and operate the Services and Products offered by VFI. VFI may use aggregated, anonymized, or de-identified data derived from Producer Data for analytics, benchmarking, product development, and other lawful business purposes, provided such data does not identify Producer or any individual.
    2. Proprietary Information. VFI’s Property and Technology, including its distinctive look and feel, contains, and constitute valuable trade secrets and confidential, proprietary information of VFI. Producer agrees not to (i) modify, adapt, alter, translate, or create derivative works from VFI’s Property and/ or Technology; (ii) merge VFI’s Property and/or Technology with any other software or technology; (iii) sublicense, lease, rent, loan, or otherwise transfer VFI’s Property and/or Technology to any third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the development of VFI’s Property and/or Technology; or (v) copy same except as expressly permitted herein.
    3. Intellectual Property. VFI is the exclusive owner of and/or holder of rights, and holds and shall retain all applicable title, right and interest in and to its intellectual property, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, technology, work product, and other materials that are delivered to Producer under this Agreement or prepared by or on behalf of the VFI in the course of offering the Services and Products, except for any Confidential Information of Producer or Producer materials. VFI hereby grants Producer a limited license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free, basis to the extent necessary to enable Producer to make reasonable use of the Services and Products.
    4. Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
    5. VFI’s Property and Technology and Confidential Information shall remain the exclusive property of VFI and upon termination of this Agreement, Producer shall return VFI’s Property and Technology and Confidential Information within seven (7) days of termination.
  11. LIMITED WARRANTY.
    1. VFI warrants that it shall offer the Services and Products:
      1. In accordance with the terms and subject to the conditions set out in this Agreement; and
      2. Using personnel of commercially reasonable, industry standard, required skill, experience, and qualifications; and
      3. In a timely, skillful, and professional manner in accordance with recognized industry standards for similar services and products.
    2. VFI’s sole and exclusive liability and Producer’s sole and exclusive remedy for breach of this warranty shall be as follows:
      1. VFI shall use reasonable commercial efforts to promptly cure any such breach; provided, that if VFI cannot cure such breach within a reasonable time, but no more than thirty (30) days after Producer’s written notice of such breach, Producer may, at its option, terminate the Agreement by serving written notice of termination in accordance the Termination Section hereof.
      2. Producer acknowledges that all VFI Services and Products are provided “AS IS” and “AS AVAILABLE”. VFI disclaims all liability regarding VFI Services and Product availability.
    3. VFI MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN THIS SECTION. VFI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
      If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section, Receiving Party’s Group shall mean the Receiving Party’s affiliates and their employees, officers, directors, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
  12. TERM. This Agreement shall commence upon the earlier of (i) the execution of an Order Form or (ii) Producer’s access to or use of the Services and Products, and shall remain in effect for so long as any Order Form is in effect.
  13. EVENT OF DEFAULT. For purposes of this Agreement, an “Event of Default” shall mean the occurrence of any of the following events with respect to either party (the “Defaulting Party”):
    1. Defaulting Party materially breaches this Agreement, and the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach, or such material breach is incapable of cure as determined by the Non-Defaulting Party in its reasonable discretion.
    2. Defaulting Party becomes insolvent or admits its inability to pay its debts generally as they become due.
    3. Defaulting Party becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) business days after filing.
    4. Defaulting Party is dissolved, liquidated, or takes any corporate action for such purpose.
    5. Defaulting Party makes a general assignment for the benefit of creditors.
    6. Defaulting Party has a receiver, trustee, custodian, or similar agent appointed by any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
  14. VFI’S DEFAULT REMEDIES. If an Event of Default occurs, VFI may exercise the following remedies, all of which shall be cumulative and in addition to any remedies available under this Agreement and/or applicable law:
    1. Without notice to Producer, immediately terminate this Agreement;
    2. Exercise any action deemed necessary under the circumstances, in their sole discretion, to enforce the provisions of this Agreement, or to prevent any further breach or threatened breach of this Agreement;
    3. Offset and/or apply all funds to pay all outstanding amounts due to VFI or debtors, administrators, or managers and/or;
    4. Any damages and/or remedies to which VFI may be entitled to at law or equity. Producer shall reimburse VFI for attorneys’ fees, expert witness fees, consulting fees, and other expenses and costs incurred by VFI pursuant to that herein.
  15. TERMINATION
    1. Either Party may terminate this Agreement upon written notice to the other Party if an Event of Default has occurred and is continuing.
    2. VFI may terminate this Agreement before the expiration date of the Term on written notice if Producer fails to pay any Fees when due hereunder: (a) and such failure continues for ten (10) business days after Producer’s receipt of written notice of nonpayment; or (b) more than one time in any three-month period.
    3. VFI may unilaterally terminate this Agreement entered hereunder upon written notice of five (5) business days before the expiration of the date of the Term in the event that Producer terminates any of Producer’s agreement(s) with VFI’s parents, affiliates, or subsidiaries for the provision and administration of Finance and Insurance products.
  16. SURVIVAL. The rights and obligations of the Parties set forth in this Section and any right or obligation of the Parties pursuant to this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. With respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in the Confidentiality Section hereof shall survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or the Receiving Party’s Group.
  17. SAFEGUARD LAWS. VFI shall implement and maintain appropriate safeguards, as that term is used in §314.4(d) of the FTC Safeguard Rule, 16 C.F.R. §314 (the “FTC Rule”), for all “Producer Information” (as such term is defined in §314.2(b) of the FTC Rule) owned by Producer and delivered to or gathered by VFI pursuant to this Agreement. VFI (or a Receiving Party) shall implement and maintain a written privacy and security program that includes administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the Producer Information, including electronic Producer Information, that it creates, receives, maintains, uses or transmits, and which incorporates the requisite security requirements for compliance with the FTC Rule and to prevent use or disclo0sure of Producer Information other than what is necessary for the continuation of any existing contracts or agreements. VFI will provide Producer with its current and updated security policies and will allow Producer to review its security protocols and handling of Producer Information to comply with Producer’s oversight duties upon reasonable request of Producer. VFI will comply with the FTC Rule to ensure that other third-party service that VFI utilizes which has access to the Producer Information is so contractually obligated to comply. In addition, VFI shall implement and enforce appropriate policies to comply with the FTC Red Flags Rule when applicable.
  18. LIMITATION OF LIABILITY. IN NO EVENT SHALL VFI BE LIABLE TO PRODUCER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT VFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. VFI’S TOTAL LIABILITY TO PRODUCER FOR ANY CLAIM, LOSS, OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED ONE THOUSAND DOLLARS ($1,000.00), REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.
  19. INDEMNIFICATION. Producer agrees to unconditionally indemnify, defend and hold harmless VFI, its affiliates, employees, officers, directors, successors and assigns from and against and for all losses, liabilities, liability costs, expenses, claims, and damages, and defense costs which VFI, may, at any time, incur or become liable for (1) arising out of Producer’s actions or inaction under this Agreement and any Order Form(s) and amendments thereto, (2) in any way attributable to Producer, including but not limited to, Producer’s use of any and all of VFI’s Property and Technology and Services and Products and/or its breach of its obligations under this Agreement and any Order Form(s) and amendments hereto. Producer’s indemnification and duty to defend and hold harmless arises and is made regardless of whether such damage was caused in part, to any degree by the Producer or VFI. The indemnity obligations arising hereunder inure to the benefit of VFI regardless of whether such damage was caused in part, to any degree, by the Producer or VFI. The indemnity obligations arising hereunder inure to the benefit of VFI regardless of whether the injury or damage sustained arose of VFI’s partial or concurrent negligence. If any action or claim related to this Agreement is brought or asserted against VFI due to any act, omission, or Event of Default by Producer, then, solely upon VFI’s request, Producer shall assume the defense of such action. This includes retaining legal counsel and covering all associated expenses. Notwithstanding the foregoing, VFI reserves the right to control the litigation and any settlement negotiations for any such action or claim. This Section shall survive the expiration and/or termination of this Agreement. For the avoidance of doubt, the remedies set forth in this Section shall be in addition to and not in lieu of any Default Remedies section and any other remedies available to VFI. VFI agrees to indemnify, defend and hold harmless Producer and its subsidiaries, affiliates, employees, officers, directors, successors and assigns from and against all losses, liabilities, liability costs, expenses, claims, damages and defense costs which Producer may incur or become liable for arising out of VFI’s gross negligence or willful misconduct.
  20. INSURANCE. During the term of this Agreement and for a period of two (2) years thereafter, Producer shall, at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited to, commercial general liability in a sum no less than one million dollars ($1,000,000.00 USD) with financially sound and reputable insurers. Upon VFI’s request, Producer shall provide VFI with a certificate of insurance from Producer’s insurer evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name VFI as an additional insured. VFI shall provide Producer with ten (10) business days’ advance written notice in the event of a cancellation or material change in VFI’s insurance policy. Except where prohibited by law, Producer shall require its insurer to waive all rights of subrogation against VFI’s insurers and VFI.
  21. ENTIRE AGREEMENT. This Agreement, including and together with any applicable Order Forms, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and all applicable Order Forms and the terms and conditions of any other Agreement between the parties, the terms and conditions of this Agreement and all applicable Order Forms shall supersede and control.
  22. NOTICES. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth below for VFI, and the in the applicable Order Form for Producer (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

    Notice to Virtual F&I Inc.:
    Virtual F&I Inc.
    1 Jefferson Road
    Parsippany,
    NJ 07054
    ATTN: Legal
    Department

  23. SEVERABILITY. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement, is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to/the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  24. RIGHT TO OFFSET. VFI shall have the right to offset all amounts owed to it by Producer in relation to the Transaction Processing Services against any amounts payable to Producer. Producer may not offset any amounts owed by VFI.
  25. WAIVER. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall 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.
  26. ASSIGNMENT. Producer may not assign this Agreement hereunder without obtaining the prior written consent of VFI. Notwithstanding the foregoing, either Party may assign this Agreement to an Affiliate or to an acquirer or successor in interest in connection with a Change in Control of such Party without the prior written consent of the other Party, provided that such Party provides written notice of any such assignment. With respect to the Parties of this Agreement, “Change of Control” is defined as:
    1. A merger or consolidation of such Party with a third party which results in the voting securities of such Party outstanding immediately prior thereto ceasing to represent at least fifty percent (50%) of the combined voting power if the surviving entity immediately after such merger or consolidation; or
    2. A transaction or series of transactions in which a third party, together with its affiliates, becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Party; or
    3. The sale or other transfer to a third party of all or all such Party’s business to which the subject matter of this Agreement relates.
  27. SUCCESSORS AND ASSIGNS. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
  28. RELATIONSHIP OF THE PARTIES. Nothing herein shall be construed to create a joint venture or partnership between the Parties hereto or an employer/employee relationship. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party. Nothing in this Agreement shall be deemed or construed to enlarge the fiduciary duties and responsibilities, if any, of VFI or any of its related affiliates or subsidiaries.
  29. NO THIRD-PARTY BENEFICIARIES. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
  30. DISPUTE RESOLUTION, GOVERNING LAW, VENUE, WAIVER OF JURY TRIAL. All disputes regarding the interpretation, enforcement, or otherwise that may arise from or relate to this Agreement shall be mediated before a mediator who is a retired judge of the Superior Court of New Jersey or the U.S. District Court for the District of New Jersey. Mediation shall be binding and take place in Morris County, New Jersey.
    1. This Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of New Jersey without reference to its conflicts of laws provisions. Venue shall be in the Superior Court of New Jersey, Morris Vicinage or the U.S. District Court for the District of New Jersey for all claims arising from or relating to this Agreement. These courts shall take actions necessary to enter and enforce any mediation award or determination.
    2. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS ENTERED INTO THIS AGREEMENT BASED ON, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
  31. FORCE MAJEURE. The obligation of VFI and Producer to meet any of their obligations under this Agreement, except for the payment of monies owed, shall be suspended during the period that performance is prevented due to a cause beyond its control, such as weather, terrorism, labor unrest, or similar events. Without limitation to any other possible causes, compliance by the Parties with any law, regulation, order, or request issued by any other person, organization, agency, or department of any government or governmental authority with jurisdiction over the Parties, the Parties’ assets, or the Parties’ operations, an acting under color of law shall constitute a cause substantially beyond the Parties’ control. Upon cessation of any cause and effects identified in this Section, performance of the Parties’ obligations hereunder shall be resumed. Nothing herein shall excuse either Party from paying the other, when due, any amounts payable under this Agreement for obligations which are not suspended.
  32. MISCELLANEOUS PROVISIONS.
    1. This Agreement supersedes all prior negotiations, contracts, and/or agreements between the Parties with respect to the matters pertaining to the provision and administration of Service and Products as called for herein.
    2. This Agreement together with any applicable Order Forms is the complete agreement between the Parties and any oral agreement or conduct of either Party does not constitute part of the Agreement.
    3. The Parties agree that each Party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any applicable Order Forms.
    4. This Agreement does not constitute an agency relationship, express, implied, or apparent. VFI hereby disclaims any such relationship. The Producer shall not have the right or authority to assume or create any obligation or responsibility or represent to any third party that it has the authority to create such an obligation or responsibility, including, without limitation, legal or financial obligations, on behalf of or in the name of VFI. Further, Producer will not be deemed to be a servant, employee, joint venturer, franchise, or partner of VFI for any purpose.
    5. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal.
    6. The captions or section titles of this Agreement shall have no effect on its interpretation.
    7. This Agreement does not require execution and is effective as incorporated into an Order Form.
    8. Each authorized representative of the Parties executing an Order Form on behalf of VFI and Producer respectively represents and warrants that (i) he or she is duly authorized to execute and deliver such Order Form on behalf of said entity in accordance with the by-laws, operating agreement, or other governing document(s); (ii) that this Agreement, including such Order Form, is valid and binding upon said entity and enforceable against Producer in accordance with its terms; (iii) the execution and delivery of such Order Form will not, with or without the passage of time, violate any other contract by which the entity is bound; and (iv) the Producer is not a subsidiary or affiliate of any other corporation, or, if it is a subsidiary or affiliate, the Producer’s parent, or its affiliates, has agreed to the terms and conditions herein and provided simultaneously herewith an absolute guaranty of Producer’s obligations hereunder. Each Party represents that it is a legal entity in the jurisdiction of its formation or registration and the execution of an Order Form incorporating this Agreement has been authorized by all necessary corporate action and constitutes a binding legal undertaking.
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