SegPayEU_IPSPServiceAgreement

							Service Agreement for SegPayEU™

This Service Agreement for SegPay is made by and between Segregated Payments, Ltd, doing
business as Segregated Payments ("SegPayEU") and ______________, a __________
corporation, (the "Client").

SegPayEU operates and performs its Service in conjunction with its Strategic Partner,
CommereGate.

In consideration of the mutual covenants herein contained and intending to be legally bound by
the provisions of this Agreement, the parties agree as follows:

1.   Retention and Engagement:
     Subject to the terms and conditions set forth below, Client engages SegPay to provide
     merchant account services and reporting through its Internet Website. Both parties to
     this Service Agreement agree that the terms outlined here are reasonable and agreeable.
     This entire Agreement and the stated SegPay’s duties herein are subject to termination by
     either party at any time without cause, upon ninety (90) days) days written notice, at
     either parties’ sole discretion, subject to the additional provisions of Section 22 of this
     Agreement.

2.   Description of Services
     SegPay will provide to Client and Client will purchase from SegPay the SegPay service (the
     "Service"). SegPay service is an electronic billing and payment service which allows Client
     to accept payment for their services over the Internet via one or more of the following:
     via credit cards, debit cards, or online checks. As part of the Service, SegPay also provides
     the Client with access to the SegPay Management System (SMS), which allows the Client
     to track sales and make certain administrative changes to its account(s) on-line.

3.   Definitions:
     The following terms are defined for use in this Agreement:

     "Agreement" means this Service Agreement for the SegPay service.

     "Client" means the individual or business entity that agrees to these terms and conditions
     and intends to use SegPay service to sell access to its services.

     "End-User" means any person desiring to purchase access to the Client's services via
     SegPay.

     "Chargeback" means an End-User charge via the SegPay credit card service which the
     End-User's credit card issuer identifies as being invalid or non-collectible after initial
     acceptance on account of fraud, lost, canceled, unissued, or invalid account identification,


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      an unresolved End-User complaint, or other cause which results in the deduction of the
      End-User charge from monies otherwise payable to SegPay. "Holdback" or “Delayed
      Funds” means funds withheld from client sales in order to cover Chargebacks, Returns,
      Refunds, Card Association fees, indemnification obligations, or any other fees assessed
      herein.

      "Proof of Purchase" means an authentication provided to End-User by SegPay for use as
      an access device to Client's services.

      "Refund" means an End-User Charge via the Service which SegPay, the Client, or the End-
      User and SegPay, or the End-User and Client identify as being invalid or non-collectible
      after initial acceptance on account of fraud, lost, canceled, unissued, invalid account
      identification, an unresolved End-User complaint, or other cause which results in the
      deduction of the End-User Charge from moneys otherwise payable to SegPay.

      “Return" means a customer charge via on-line check which the customer's bank identifies
      as being invalid or non-collectible after initial acceptance on account of fraud, lost,
      canceled, unissued or invalid account identification, an unresolved customer complaint,
      or other cause which results in the deduction of the customer charge from monies
      otherwise payable to SegPay.

      "Service" means SegPay’s electronic billing and payment services and any related
      products and services.

      "Software" means software and related documentation provided by SegPay to Client in
      connection with the Service.

      "Total Revenue" means Client's revenues for credit card services provided before the
      deduction of applicable Delayed Funds, service fees, and any other charges or obligations.

4.    Fees and Delayed Funds:

4.1   Fees for SegPay Credit Card are equal to a percentage of Client's Total Revenues for the
      SegPay Credit Card Service after the deduction of End-User Refunds. The applicable
      service fee percentage is based on the Client's Total Revenue Commitment for SegPay
      Credit Card and Check Services during the billing period (billing period is based on the
      actual number of days in the month).

       Billing Period Commitment Volume   Rate              Authorization fee
       Under $10k                         14.85%            25c
       $10k- 25k                          13.85%            25c
       $25k – 50k                         12.85%            25c
       $50k- 100k                         11.85%            25c



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       Over $100k                           10.85%             25c


4.2   Fees for Credit Card Services Chargebacks. Client shall be charged $25.00 per valid
      Chargeback processed against Client's account. Fees assessed against Client hereunder, if
      any, shall be applied in the month immediately following the month in which the
      Chargebacks were processed.

4.3   Fees for Credit Card Services Refunds. Client shall be charged $1.00 per Refund issued
      against Client's account. The Refund Fee may be increased in SegPay's reasonable
      discretion with thirty (30) days prior written notice given to the Client.

4.4   Fees for Credit Card Services Imposed By Card Association. Client shall be responsible for
      any fees imposed upon SegPay related to processing Client's credit card transactions.

4.5   Fees for SegPay Online Checks. The service fee for SegPay Checks is 15% of the Client's
      Total Revenues after the deduction of End-User Refunds.

4.6   Holdback for SegPay Credit Card Service and Online Check Service. SegPay will withhold
      10% of Client's Total Revenues for SegPay Credit Card and Online Check Service for a
      period of six months and then released in weekly increments starting on the seventh
      months as Delayed Funds to cover Chargebacks and Refunds for SegPay Credit Card and
      Online Check service. SegPay shall have the right, in its sole discretion, on at least thirty
      (30) days written notice, to adjust the amount held and holdback period as is deemed
      necessary as security against future End-User Chargebacks, Refunds Fees, or any other
      obligations incurred hereunder.

4.7   Debit Payment Processing.

 a.    Fees for SegPay Debit Payment Processing are equal to Fifteen Percent (15%) of Client’s
      Total Revenues for SegPay Debit Payment Processing services after the deduction of End-
      User Reversals. End-User Reversal is defined as when a transaction is reversed PRIOR to it
      leaving the Webbilling system to the bank. SegPay will withhold Ten Percent (10%) of
      Client’s Total Revenues on Debit Payment Processing for a period of six (6) months and
      then release those funds in weekly increments as Delayed Funds to cover Chargebacks
      and Refunds. SegPay will process payments to Clients two weeks in arrears.

 b. Transaction fees for Debit Payment Processing are as follows:

                                  Austria   Germany       Great Britain   Spain    The Netherlands
      Transaction fee             0,10 €    0,10 €        0,29 £          0,30 €   0,10 €
      Fraud Prevention Fee
                                  0,38 €    0,38 €        0,33 £          0,38 €   0,35 €
      (Applied to Signups Only)
      Chargeback Fee              8,50 €    8,50 €        5,15 £          8,50 €   8,50 €




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      Credits Fee               2,00 €       2,00 €         3,00 £        3,00 €     2,00 €


      Clients shall be charged a transaction fee on all transactions, both initial sign-ups and
      rebills. Fraud Prevention Fees are charged only on initial sign-up transactions.

5.    Payment to Client:

5.1    Payouts. Client payouts are calculated weekly based on activity from Tuesday through
      Monday. SegPay will process payments to Client two weeks in arrears. The payment due
      the Client is equal to the sum of Client's Total Revenues during the specified time period
      along with any Holdback Funds due to be released, LESS (i) the sum of all End-User
      Chargebacks, and any Chargeback Fees processed during the period, (ii) the sum of all
      End-User Refunds and any Refund fees processed during the period, (iii) the applicable
      service fee, and (iv) all taxes, penalties, charges and any other items reimbursable
      hereunder.

5.2   Payment Minimum, Stop Payments. Client payments shall only be made at the end of a
      payment period where the payment due to the Client is in excess of $150.00. If the
      payment due to the Client at the end of a payment period is less than $150.00, then
      payment to the Client shall be held over to the end of succeeding payment periods until
      such time as the accumulation of Client's payments equal or exceed $150.00.

5.3   Payments through Inteca. International Electronic Commerce Association, (“Inteca”) is a
      non-profit association comprised of e-commerce companies and professional service
      providers formed with the aim of promoting the industry and offering a variety of services
      to merchants, organizations and other interested parties in international electronic
      commerce. SegPay, through Toccata, Inc., has entered into an agreement for Inteca, as an
      entrusted third party payment program, to make payments to clients for a transmittal
      fee.

      Inteca will charge $25.00 against Client's account for each transmittal fee. Deposits will
      not be made if the amount due is less than $150.00. Any outstanding balances not
      credited to Client shall roll over to Client's next billing cycle. Client authorizes Inteca to
      deposit amounts owed Client by initiating credit entries to Client's financial institution
      indicated on the form submitted to Inteca. Client further authorizes Client's financial
      institution to accept and credit any entries indicated by Inteca to Client's account.

5.4   General Conditions. Payment to Client or Owner only. SegPay and Inteca will only direct
      payments to the Client, the owner or parent company of the Client, or the Client's
      registered fictitious or "DBA" name. Payments will not be made to agents or
      representatives of Clients. Segpay agrees to make payment to any third party
      management company authorized in writing by the Client.




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6.   Spam:
     "Spam" generally involves the sending of unsolicited commercial e-mail. The use of Spam
     to promote a site receiving service hereunder is prohibited. While SegPay cannot monitor
     the manner in which clients advertise, upon receipt of a verifiable complaint that Spam
     has been generated on behalf of a site receiving Service hereunder, SegPay shall provide
     notice to the Client. Upon the second complaint of Spam sent to the same recipient,
     SegPay reserves the right to suspend the Client's account, until such time as Seg Pay
     receives adequate assurances, within the sole discretion of Segpay, that the Client shall
     refrain from engaging in Spam.

7.   End User Information:
     Client understands that any information accepted by SegPay from End-Users is the
     property of SegPay, and shall remain the property of SegPay upon termination of this
     Agreement. Client shall receive from SegPay on a monthly basis all data that pertains to
     transactional information from the End-User. The data will be delivered in a format
     acceptable to the Client and that can be reasonably supplied by SegPay. Data to be
     included are: a) Card type; b) Consumer name; c) Consumer address; d) Consumer email;
     e) Username; f) Password; g) Transaction ID; h) URL; i) Purchase Status (rebill/one time);
     and j) Card number: first 8 and last 4 digits.

     If Segpay ceases processing for the Client for any reason, Client is entitled to have its
     Client’s membership/client data delivered by Segpay in reasonable format to another
     Payment Card Industry Data Security Standard (PCI) compliant processor or Merchant
     Account, within 2 business days of such cessation of processing services. Full data base
     details shall include the End-Users credit card number but not CVV/CVV2 information.
     Storing CVV/CVV2 details are prohibited by the card associations. Client further agrees
     that they shall notify the End-User in the event of a change in processor. Neither Segpay
     nor any entity or person in any way associated with Segpay shall be permitted to use, sell
     or give away the Client’s membership/client database or any information from that
     database other than for the sole purpose of delivering the services herein to Client.

8.   Client Transaction Limits:
     SegPay may impose limits on the amount or number of purchases which may be charged
     to an individual End-User account during any time period, or refuse to accept orders from
     End-Users with a prior history of questionable charges. SegPay may impose transaction
     limits on Client either temporarily or permanently which are more restrictive than limits
     placed on other clients in order to reduce SegPay’s reasonable risk of loss under varying
     circumstances. SegPay is in no way responsible for any losses sustained by Client,
     including claims for lost profits, on account of the imposition of transaction limits for any
     reason.

9.   Refund Policy:
     SegPay will use commercially reasonable efforts to direct inquiring and complaining End-
     Users to utilize the End-User support services offered by Client in order to resolve all


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      disputes and complaints, however, SegPay reserves the right to issue a Refund without
      the knowledge or consent of Client in any case that it deems appropriate.
10.   Excessive End-User Inquiries, Complaints, or Chargebacks:
      Client shall at all times have the ability to respond to inquiries from its End-Users
      promptly and shall endeavor to resolve disputes with End-Users amicably. The occurrence
      of complaints from End-Users and/or inquiries or Chargebacks regarding Client's services
      may be cause for termination of this Agreement by SegPay if such events occur with
      unacceptable frequency as determined in the sole discretion of SegPay upon reasonable
      notice in writing. In addition, SegPay reserves the right to charge Client reasonable fees
      and recover its expenses on account of excessive End-User inquiries, Refunds, or
      Chargebacks. Prior to imposing such fees and attempting to recover its costs, SegPay
      shall notify Client of the details and nature of the problems and attempt to find mutually
      acceptable solutions. If SegPay and Client are unable to achieve mutually acceptable
      solutions, Client shall have the option of continuing this Agreement subject to the
      additional fees and costs imposed by SegPay, or of terminating this Agreement.

11.   Password Security:
      The security of Client's SegPay account is dependent in part upon the Client maintaining
      the confidentiality of the SegPay passwords. Client is wholly responsible for maintaining
      the confidentiality of Client's passwords and accounts and for any and all activities that
      occur under Client's account.

12.   Tangible Goods or Property:
      Client may not sell tangible goods or property of any kind under this Agreement.

13.   Regulation Authorization, Client Representations:
      Client represents and warrants that it is legally authorized and has obtained all necessary
      regulatory approvals and certificates to provide any services it intends to offer. Client
      further represents and warrants that it will comply at all times with all applicable federal,
      state/provincial, or local laws, rules and regulations, including any applicable card
      association or Automated Clearing House rules.

      Client is fully responsible for the content of its Web site and for the advertising and
      promotion of all of Client's products or offerings. Client represents and warrants to
      SegPay that it is the owner or that it has full right and authority to use and disseminate all
      information, data, graphics, text, video, music or other intellectual property which either
      forms a part of its Web site, which is provided by Client to End-Users, or which is used by
      Client in its advertising and promotion to End-Users. The Client agrees to accept any valid
      Proof of Purchase provided by SegPay as payment for access to the Client's services.

14.   Client Information.
      Client is responsible for providing information that is timely, complete, truthful, and not
      misleading. Client will notify SegPay of any changes of ownership, regulatory actions or



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      financial conditions that could materially affect SegPay’s rights under this Agreement.

15.   Software:
      In consideration for payment of any applicable fees, Client is granted a personal, non-
      exclusive, non-transferable license to use the Software, in object code form only, solely in
      connection with the Service (the "License"). Client shall not: (i) attempt to reverse
      engineer, decompile, disassemble or otherwise translate or modify the Software in any
      manner; or (ii) sell, assign, license, sublicense or otherwise transfer, transmit or convey
      Software, or any copies or modifications thereof, or any interest therein, to any third
      party. Client agrees that the Software is the proprietary and confidential information of
      SegPay and/or its licensors. The License shall immediately terminate upon the earlier of:
      (i) termination or expiration of this Agreement; (ii) termination of the Service(s) with
      which the Software is intended for use; or (iii) failure of Client to comply with any
      provisions of this Section.

16.   Confidentiality:
      Nondisclosure of Confidential Information. Each party acknowledges that it will have
      access to certain confidential information of the other party concerning the other party's
      business, plans, technology, and products, and other information held in confidence by
      the other party (“Confidential Information”). Confidential Information will include all
      information in tangible or intangible form that is marked or designated as confidential or
      that, under the circumstances of its disclosure, should be considered confidential. Each
      party agrees that it will not use in any way, for its own account or the account of any third
      party, except as expressly permitted by, or required to achieve the purposes of, this
      Agreement, nor disclose to any third party (except as required by law or to that party’s
      attorneys, accountants and other advisors as reasonably necessary), any of the other
      party's Confidential Information and will take reasonable precautions to protect the
      confidentiality of such information, at least as stringent as it takes to protect its own
      Confidential Information. The receiving party shall be responsible for any breach of this
      Section by its affiliates, agents, advisors, counsel and consultants. The obligations of this
      Section shall survive the termination or expiration of this Agreement for two (2) years
      thereafter.

      Exceptions. Information will not be deemed Confidential Information hereunder if such
      information: (i) is known to the receiving party prior to receipt from the disclosing party
      directly or indirectly from a source other than one having an obligation of confidentiality
      to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing
      party) to the receiving party directly or indirectly from a source other than one having an
      obligation of confidentiality to the disclosing party; (iii) becomes publicly known or
      otherwise ceases to be secret or confidential, except through a breach of this Agreement
      by the receiving party; or (iv) is independently developed by the receiving party. The
      receiving party may disclose Confidential Information pursuant to the requirements of a
      governmental agency or by operation of law, provided that it gives the disclosing party



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      reasonable prior written notice sufficient to permit the disclosing party to contest such
      disclosure.

17.   Taxes:
      The Client is fully responsible for and agrees to pay all taxes and other charges imposed
      by any government authority on the services provided under this Agreement and on any
      transactions processed pursuant to this Agreement. This Section shall not be construed to
      impose any tax liability on the Client for any revenues or profits received by SegPay or
      Toccata, Inc. for transactions under this Agreement.

18.   Limitations of Liability:
      SEGPAY ASSUMES NO LIABILITY FOR DISRUPTIONS OR IMPROPER OPERATION OF THE
      SERVICE FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, VANDALISM, THEFT,
      ACTIONS OF THIRD PARTY SERVICE PROVIDERS, PHONE SERVICE OUTAGES, INTERNET
      DISRUPTIONS, EXTREME OR SEVERE WEATHER CONDITIONS OR ANY OTHER CAUSES IN
      THE NATURE OF "ACTS OF GOD" OR FORCE MAJEURE. SEGPAY SHALL NOT BE
      RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
      INCLUDING ANY LOSS OF PROFIT, REVENUE, SOFTWARE OR DATA, EVEN IF SEGPAY IS
      ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN NO CASE SHALL CLIENT BE ENTITLED
      TO RECOVER DAMAGES FROM SEGPAY WHICH EXCEED THE SUM OF THE AMOUNTS OF
      FEES RETAINED BY SEGPAY UNDER THIS AGREEMENT DURING THE ONE MONTH PRIOR TO
      THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES PROVIDED THAT CLIENT SHALL
      ALWAYS BE ENTITLED TO RECOVER MONIES RECEIVED BY SEGPAY FROM END-USERS AND
      ALLEGED TO BE DUE AND OWING TO CLIENT UNDER THE TERMS OF THIS AGREEMENT.

19.   Disclaimer of Warranties:
      EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SEGPAY MAKES NO
      WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SEG PAY SERVICES, RELATED PRODUCTS,
      SOFTWARE OR DOCUMENTATION. SEGPAYSPECIFICALLY DISCLAIMS ANY AND ALL
      IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

20.   Indemnification:
      Client agrees to fully defend, indemnify and hold harmless SegPay and its directors,
      officers, employees, independent contractors and agents from and against all claims,
      allegations, demands, causes of action, expenses, damages, losses, charges, liabilities,
      fines, costs or penalties, including attorneys’ fees and related expenses and costs relating
      to (a) the breach by Client of any representation or warranty under this Agreement; (b)
      Client’s failure to perform its obligations under this Agreement; (c) fraud or
      misrepresentation by Client; (d) any act or omission of a Client; and (e) bodily injury to, or
      death of, any person or damage to, or loss or destruction of, any property resulting from
      any act or omission of Client.




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      SegPay agrees to fully defend, indemnify and hold harmless the Client and its directors,
      officers, employees, independent contractors and agents from and against all claims,
      allegations, demands, causes of action, expenses, damages, losses, charges, liabilities,
      fines, costs or penalties, including attorneys’ fees and related expenses and costs relating
      to (a) the breach by SegPay of any representation or warranty under this Agreement; (b)
      SegPay’s failure to perform its obligations under this Agreement; (c) fraud or
      misrepresentation by SegPay; (d) any act or omission of SegPay; and (e) bodily injury to,
      or death of, any person or damage to, or loss or destruction of, any property resulting
      from any act or omission of SegPay.

21.   Term:
      Both parties reserve the right to terminate this Agreement, without cause, upon ninety
      (90) days prior written notice to the other party. Should, however, any card association or
      bank provide notice to SegPay of its decision to stop processing transactions for any
      reason, then SegPay shall have the right to terminate this Agreement upon thirty (30)
      days written notice to Client. SegPay may further terminate this Agreement immediately,
      without notice, at any time Client breaches any material provision of this Agreement.
      Upon termination, notice of non-renewal or cancellation of this Agreement, payment
      shall be made in accordance with Section 4, above.

22.   Default:
      In the event Client defaults in any provision or fails to perform pursuant to this
      Agreement, SegPay shall be entitled to any direct damages caused by that default, costs
      and attorney's fees from the Client, but shall not be responsible for any special,
      incidental, indirect or consequential damages

23.   Survival of Claims:
      Any claim arising out of or related to this Agreement must be brought no later than one
      year after it has accrued.

24.   Invalid or Non-enforceable Provisions:
      The invalidity or non-enforceability of any provision of this Agreement, as so determined
      by a court of competent jurisdiction, shall not affect the other provisions hereof, and in
      any such occasion this Agreement shall be construed in all respects as if such invalid or
      non-enforceable provision were omitted.

25.   Account Claims and Disputes:
      If another person or entity makes a claim against funds in Client's account, or if SegPay
      has reason to believe there is or may be a dispute over matters such as ownership of the
      account or the authority to receive payment, or make changes to the account, SegPay
      may, in its sole discretion, (1) continue to rely upon current SegPay documents; or (2)
      hold the funds in an escrow account until determination of the ownership of those funds
      by a court of competent jurisdiction to resolve the dispute.



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26.   Arbitration, Venue, Choice of Law:
      Except to the extent a party is entitled to injunctive or other equitable relief to enforce
      the provisions of this Agreement, any controversy or claim arising out of or relating to this
      Agreement or breach of this Agreement shall be settled by binding arbitration in
      accordance with the Commercial Rules of the American Arbitration Association then in
      effect. Any demand for arbitration by a party hereto may be served on the other party at
      any time within the period provided by the applicable statute of limitations. The parties
      jointly shall select one independent and impartial arbitrator. Failing agreement by the
      parties, each party shall select an arbitrator who shall mutually select a third independent
      and impartial arbitrator, who shall be the sole arbitrator of any such dispute. This
      Agreement shall be construed and enforced in accordance with the laws of the State of
      Florida and the venue for arbitration proceedings hereunder shall be Broward County,
      Florida. Each party shall pay the fees of such party's own attorney, and the expenses for
      such party's witnesses and all other expenses connected with presenting such party's
      case. Other costs of the arbitration, including the costs of any record or transcript of the
      arbitration, administrative fees, the fee of the arbitrator, and all other fees and costs,
      shall be borne equally by the parties. Depositions may be taken and other discovery may
      be obtained during such arbitration proceedings to the same extent as authorized in civil
      judicial proceedings. The arbitrator shall not extend, modify or suspend any of the terms
      of this Agreement; nor shall the arbitrator have jurisdiction to substitute the arbitrator's
      judgment for that of the parties in the absence of a clear abuse of discretion established
      by a preponderance of the evidence. The arbitrator shall render an award within thirty
      (30) days after the close of hearing or submission of the parties' briefs, whichever is later.
      The arbitrator shall not have jurisdiction to hear any controversy or claim for which a
      demand for arbitration is not filed in the manner specified and within the time limits
      specified herein. The arbitrator shall have no jurisdiction to award punitive or other
      damages in excess of actual damage. The decision of the arbitrator within the scope of
      the submission shall be final and binding on all parties, and any right to judicial action on
      any matter subject to arbitration hereunder is hereby waived (unless otherwise provided
      by applicable law). Judgment upon any award rendered by the arbitrator may be entered
      in any court having jurisdiction, and either party may seek to enforce the judgment.

27.   Captions:
      The captions in this Agreement are for convenience only and shall not be used in
      interpreting, construing, performing or enforcing this Agreement.

28.   Amendments and Modifications:
      No amendment or modification of this Agreement shall be valid unless same is in writing
      and signed by all parties hereto. SegPay may amend this Agreement to take into account
      changes in law or regulations or industry mandates and to accommodate changes
      imposed on SegPay, and to make other changes deemed necessary by SegPay by sending
      Client a specimen of the changed Agreement, or making a specimen of the changed
      agreement available upon a web page located on the Internet. Client will be notified of
      the change and location to view the change. Unless Client rejects the changed


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      Agreement and terminates this Agreement by notice to SegPay in writing within 30 days
      after SegPay sends the changed Agreement, or makes said changed agreement available
      on the Internet, the changed Agreement shall replace this Agreement and be in full force
      and effect.
29.   Notices
      Any and all notices to SegPay, or other communications under or with respect to this
      Agreement to SegPay, shall be in writing, and shall be delivered by hand; mailed postage
      pre-paid, either by registered or certified mail, return receipt requested; or by overnight
      courier to the following address, with a copy faxed to the following fax numbers:

SegPay Address:

      3111 North University Drive, Suite 1000
      Coral Springs, Florida 33065
      Phone: 954-688-3562
      Fax: 208-279-9519

Client Address:




30.   Survival of Obligations:
      The rights and obligations of the parties hereunder which by their nature would continue
      beyond the termination or cancellation of this Agreement (including, without limitation,
      those relating to confidentiality, payment of charges and limitations of liability) shall
      survive any termination or cancellation of this Agreement.

31.   Transfer and Assignment:
      Client may not sell, assign or transfer any of its rights or obligations under this Agreement
      without the prior written consent of SegPay.

32.   Counterparts:
      This Agreement may be executed in counterparts, each of which shall constitute an
      original and all of which shall be one and the same instrument. A facsimile copy shall
      serve as an original.




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33.   Authorization; Entire Agreement:
      The persons signing or otherwise accepting this Agreement on behalf of the Client
      represent and warrant that they have the authority to enter into this Agreement on
      behalf of the Client. This Agreement contains the entire agreement of the parties and
      supercedes any other agreements (written or oral), instruments or writings as to its
      subject matter.


SegPay EU                                          Client

By (Signature):                                    By (Signature):

__________________________                         _____________________________


Print Name: ________________                       Print Name: ___________________

Title: _____________________                       Title: ________________________




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Required Client Information (this section must be completed for account activation)

Principal Name:

Principal Address:

Principal City:

Principal State

Principal Country

Principal Phone Number:

Principal Email Address:

Business Name:

Business Type: Sole Proprietor, Limited Liability Corporation, Corporation, Other______

Business Address:

Business City:

Business State:

Business Country:

Business Phone Number:

Primary Identification (Drivers License, Passport, Social Security Card, Tax Id)

Secondary Identification: (Drivers License, Passport, Social Security Card, Tax Id)




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