GetPact provides Services which generally enable United States-based individuals (“Payors”) to transmit payments for Promissory Notes to Note holder recipients (“Recipients”), including Recipients who do not accept a Payor’s preferred payment method, (collectively “Users”). Note details can be completed by Payors or Recipients. Such information may be used to generate a payment subscription bill which can then be synched with various accounting software. GetPact may also partner with Recipients to facilitate their receipt of funds and crediting of customer accounts. Recipients may generate and upload Note details through the Services to request payment from Payors. For access to and use of the Services, GetPact may charge Users a fee (the “Fee”) at the time of payment submission. Access to the features and functions offered through the Services will depend, in certain instances, on where you are located.

GetPact enables Payors to transmit payments to Recipients via automated clearinghouse (“ACH”), and may offer credit card, or debit card. In addition, GetPact may enable Eligible Payors to pay Recipients utilizing credit extended by third party partner financing solutions, or via wire transfer. Recipients may receive payments via paper check, electronic check, debit card, ACH transfer, wire transfer, Mastercard’s remote payment and presentment service network, real time payments, push to card payments or via virtual card number (“VCN”).

GetPact supports payments from all U.S. financial institutions. Cards issued on the following payment networks may be used as payment methods via the Services: Visa, MC, American Express, Discover, STAR, PULSE and Accel.

For purposes of this Agreement, “Eligible Payor(s)” means certain Payors that meet the eligibility criteria set forth by GetPact. GetPact may change the criteria from time to time based on various risk considerations.

Payments to Recipients (other than Fees) do not pass into GetPact’s legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds.

GetPact is an independent, third-party service that is not formally affiliated with your Recipients. You acknowledge and agree that your use of the Services does not in any way constitute a tri-party agreement between you, GetPact, and your Recipients.

Accordingly, neither GetPact nor the Banks have responsibility nor will have liability for any consequences resulting from your interactions or contracts with Recipients, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of GetPact Services does not alter or affect any Recipient payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Neither GetPact nor the Banks endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Recipients.

Recipient statements and opinions are not representative of GetPact or its business partners.

In order to use the Services, you must Other restrictions may apply.

Other restrictions may apply.

In order to access the Services as a User, you must create an account (“Account”). When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information including your name, a valid email address, and a strong password (collectively, your “Registration Information”). We may also request additional information, after you have created your Account. You agree to provide true, accurate and complete Registration Information and to notify us promptly if any of your Registration Information, including your email address, changes. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all activity that occurs in association with your Account. GetPact is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.

You as a User may invite additional persons that are authorized to act on your Account to transact on your Account (by formation documents, applicable law or other valid form of authorization) (each, an “Authorized Delegate”). Authorized Delegate are granted the right to access and use the Services on your behalf. You may impose certain controls or limits on your Authorized Delegate’s access to the Services, including, but not limited to, setting maximum transaction amounts for an Authorized Delegate or requiring User approval for certain transactions. You are responsible for all actions and omissions of your Authorized Delegates. Any act or omission by any Authorized Delegate, which, if it were an act or omission by you would be a breach of this Agreement, shall be deemed to be a breach of this Agreement by you. You will manage your roster of Authorized Delegates and will promptly deactivate the Authorized Delegate if you wish to terminate the Authorized Delegate’s access to the Services. You will ensure the security and confidentiality of your Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. You shall be responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Services through your Account.

GetPact may enable certified public accountants, bookkeepers or others (“Accountants”) to utilize the Services on behalf of multiple business clients (“Clients”). Any Accountant who enrolls in the Services represents, warrants and covenants that it has express authority from each Client to transact through the Services using any Client payment methods linked to the Services and shall provide written documentation of such authority upon GetPact’s request. Accountants remain fully responsible for any and all activities associated with Client payment methods, including without limitation, any chargeback, clawback or ACH return associated with a linked payment method.

Personally identifiable information (“Personal Information”) provided through the Services is governed by our Privacy Policy located at https://GetPact.us/privacy-policy/. By using the Services, you agree to, and are bound by, the terms of GetPact’s Privacy Policy which is incorporated by reference into this Agreement as if it were set forth herein in its entirety. You authorize GetPact, directly or through third parties, to make any inquiries we consider necessary to verify your or your business’ identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your Personal Information and your business’ information against third party databases or through other sources. If GetPact cannot verify your or your business’ identity, GetPact reserves the right to deny you use of the Services or to limit your use of your Account.

If you as a Recipient receive, in a calendar year (1) more than $20,000 in payments made through the Services; or (2) more than 200 individual transactions through the Services, you agree to provide GetPact with your taxpayer identification number.

Once you have created an Account, you may link various payment methods, including your depository accounts with financial institutions (each, a “Bank Account”) or credit or debit cards. We use Stripe, Inc. (“Stripe”) to gather your data from financial institutions. By using the Services, you grant GetPact and Strpe the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Stripe in accordance with the Stripe Privacy Policy available at https://stripe.com/privacy. Please note that payment methods may be saved to your Account for easy reference and submission.

Upon addition to your Account, your Bank Account may be verified to confirm its validity. A temporary, small authorization charge may appear on your bank statement. You authorize GetPact to credit your Bank Account with two (2) different and random micro-deposits, which you will be required to enter once prompted through the Services. You also authorize GetPact to debit your Bank Account for the amounts of the two (2) micro deposits within ten (10) business days.

When you add a payment method to your Account, you agree to the following:

You have the authority to disclose the payment method information and to bind the person or organization for which you act;

You authorize the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;

You acknowledge that transactions initiated from your payment method must comply with laws in all applicable jurisdictions;

Your authorization will remain in effect until not later than thirty (30) days after GetPact receives written notice from you of your desire to cancel.

Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified with such payment’s submission: a Recipient; a payment method; and a payment amount.

Any or all of the above fields may be pre-filled for you. As further outlined in our Privacy Policy, you agree to allow GetPact (and to the extent applicable, the Banks) to share this information with your payment Recipient.

GetPact may require additional information from you at the time you submit a payment. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated Recipient or the payor.

By submitting your payment for processing through the Services, you agree that the goods or services provided by your Recipient in exchange for the payment (minus Fees) have already been rendered to your satisfaction. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by GetPact in exchange for your payment of fees.

Payments made through the Services require sufficient time for your Recipient to receive your payment and credit your account accordingly. To make a payment, use the Services to select the date (“Process Date”) on which GetPact (or its business partners) will debit your payment method to pay. The Services will indicate the earliest possible Process Date for each payment. We will use commercially reasonable efforts to issue payment within one to two business days following the Process Date, depending on the size of the payment and subject to “payment review,” as described in Section 9 below.

You will be solely responsible for scheduling payments and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the bill’s due date. Typically, it takes two to three full business days after the Process Date to post an electronic payment. Note, however, that the expected delivery timeframe is a projected estimate based on GetPact’s historical performance for a given disbursement channel, and is subject to change.

Payments may be submitted with a Process Date in the future (“Scheduled Payments”), but must be assigned to a payment method at time of submission which remains valid through the payment Process Date. The details of a Scheduled Payment, including associated Fees, are locked in at time of submission, except where noted otherwise.

Prior to its Process Date, a Scheduled Payment may be cancelled or edited via the Services. Editing a Scheduled Payment is functionally treated as the deletion of the original Scheduled Payment and creation of a new Scheduled Payment, and accordingly may result in alterations not specifically requested including but not limited to recalculation of associated fees (per Section 15.1), and reiteration of any applicable payment review processes (per Section 9).

GetPact may make available to approved Payors and/or Recipients a service that enables such Payors and/or Recipients, as applicable, to request that certain eligible payments be delivered more quickly via Same-Day ACH, real time payments, push to card payments, and expedited mailing of checks (“Faster Payments”). Faster Payments may be subject to an additional fee which will be displayed to an approved Payor and/or Recipient, as applicable through the Services at the time such Payor and/or Recipient requests a Faster Payment. In connection with Faster Payments, Payors or Recipients, as applicable, remain responsible to GetPact for chargebacks, clawbacks and ACH returns pursuant to Section 13. Please note that we may disable the Faster Payments service for any payment at any time at our discretion based on eligibility requirements, and we will not charge you a fee if we do so. We do not guarantee the availability of the Faster Payment service, and we may make changes to the service or discontinue it at any time.

In some cases, Recipients may choose to absorb Fees that may be charged to Payors, thus allowing Payors to make payments to Recipients for free. If you as a Recipient choose to pay for Payor Fees, GetPact will charge the relevant Payor Fees to your linked payment method at the time that GetPact delivers the Payor payment amount to you. Note, however, that your payment for Payor Fees shall be processed as a separate transaction.

By providing us with the names and account information of Recipients to whom you wish to direct payments, you authorize us and the Banks to follow the payment instructions that are received from you. In order to process payments more efficiently and effectively, the Banks, at GetPact’s instruction, may submit payments to the best known Recipient address. When necessary, the Banks, at GetPact’s instruction, may alter payment data or data formats or change or reformat your Recipient account number to match the account number or format required by your Recipient for electronic payment processing.
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When GetPact or the Banks receive a payment instruction, you authorize each such party to debit your payment method and remit funds on your behalf. You also authorize GetPact or the Banks to credit your payment method for payments returned to us by the Post Office or Recipient, or payments remitted to you on behalf of another authorized user of the Services.

Where you choose to pay a Recipient via ACH, you authorize GetPact or the Banks to debit your payment method in increments or as a lump sum and remit funds in accordance with your payment instructions through the ACH. You also give GetPact or the Banks the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time, under which you are an “Originator”, GetPact is a “Third Party Service Provider,” and the Banks are the “Originating Depository Financial Institutions.” You are responsible for all claims, demands, losses, liabilities and expenses (including attorneys’ fees and costs) that result directly or indirectly from your failure to perform your obligations under the NACHA rules and you indemnify GetPact and the Banks for the same.

Treatment of GetPact authorizations is managed in the sole discretion of the issuing banks. You agree to not to hold GetPact or the Banks liable for any consequences resulting from issuer treatment of card authorizations, which may include but are not limited to cash advance fees, impacted reward program earnings, or altered credit programs and interest rate terms.

At any time post submission, your payment may be subject to review, which serves to better understand the nature of and reason for your payment. During this review process and for any reason, GetPact or the Banks may place a temporary hold on the delivery of your payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Recipient, your business, a bill, payment history, and other relevant circumstances and factors.

You acknowledge that GetPact’s ability to efficiently and effectively review your payment is reliant upon your cooperation, and you absolve GetPact and the Banks from any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.

Depending on the results of this review, GetPact may instruct the Banks to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. GetPact also reserves the right to cancel any payment. In such cases and as permitted by applicable law, your funds will be returned to you via the original payment method, or if necessary via other means.

GetPact’s ability to process a stop payment request depends on the payment method and whether or not a check has been cleared.

GetPact and the Banks must have a reasonable opportunity to act on any stop payment request after a payment has been processed.

You must contact GetPact at hello@getpact.us to stop any payment that has already been processed. Although GetPact will use commercially reasonable efforts to accommodate stop payment requests, neither GetPact nor the Banks will have any liability for failing to do so. Stop payment requests may be subject to additional charges.

In certain situations following a payment submission, you may request a refund by contacting GetPact at hello@getpact.us. The availability of refunds and processes for their execution are dependent on the disbursement channels by which payments are delivered to Recipients. GetPact is unable to issue partial refunds of payments. More specific information is provided below in Sections 14.3 and 14.4.

GetPact is also unable to initiate refunds in cases where a Recipient has already received your payment. If this is the case, you should contact your Recipient directly to request a refund, pursuant to their payment terms and refund policies.

In the event that GetPact issues a payment refund, GetPact will generally refund a proportional amount of the GetPact Fee to you, less any unrecoverable costs GetPact may incur; however, GetPact will not refund any portion of the GetPact Fee when you use an American Express card to fund your payment. In addition, if you effect a payment refund via clawback or chargeback mechanisms, GetPact will not refund any portion of the GetPact Fee.

GetPact may refund electronic payments, including those delivered via electronic fund transfer, ACH and card network providers, prior to their disbursement.

You understand and agree that GetPact may charge Fees for access to and use of the GetPact Services. Fees will be charged to your payment method, either in a separate transaction from any principal payments or in a single transaction including both amounts, depending on applicable rules. Recipient Fees may also be deducted from the payment amount received by Recipients, upon their approval.

Fees for immediately processed payments are charged in real-time upon submission. Fees for Scheduled payments are locked in at time of submission and will be charged on the payment’s Process Date. If a Scheduled payment is edited prior to its Process Date, the applicable Fee will be recalculated based on the presently defined rules.

Fees may vary, depending upon factors including but not limited to the payment’s Recipient, the payment method, and other variables both which may or may not be controlled by GetPact. Fees are subject to change at any time without prior notice and are calculated in real time and presented to you during review of your payment, prior to submission or edit.

You are responsible for all, if any, applicable taxes arising from your use of the Services. You are furthermore responsible for all fees, fines, penalties and other liability incurred by GetPact, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse GetPact or a third party for any and all such liability.

In the event that you are liable for any amounts owed to GetPact or the Banks, including for payments forwarded to Recipients for which you initiate a chargeback or ACH return, you authorize GetPact (on its own behalf and on behalf of the Banks) to collect such amounts from your default payment method or other available payment methods. If you do not have sufficient funds available to fulfill such payment, GetPact (on its own behalf and on behalf of the Banks) may engage in collection efforts and/or other legal actions to recover such amounts from you.

You agree not to use the Services for the following purposes:

For unsupported transfers, including sending money not in direct exchange for a rendered good or service; for alimony or to escrow accounts; as a donation to an organization not classified as a registered charity; for payroll and/or salary payments; other than for legitimate payment purposes (e.g., to test or probe card behaviors). For unsupported goods and services, including gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance); unsupported debt types (such as credit card balances, uncollateralized loans, auto title loans); payment for debt that has been charged off as uncollectible; providing payday loans; illegal drugs (real or synthetic); psychics and fortune tellers; sale and exchange of currency, including digital and crypto-currencies, and cryptographic assets such as non-fungible tokens; multi-level marketing or pyramid schemes; software or other technology developed to weaken industry security controls such as malware, spyware, virus, back-door, drop dead device or other similar program installation; payments in connection with the cannabis industry: cannabis (including hemp and marijuana) and related businesses and products; certain investment accounts or to fund unsupported investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs; controlled substances and related goods or services; tobacco, e-cigarettes, and e-liquid; pharmaceuticals, supplements and related goods or services; pornography, obscene materials, and sexually-related or “adult” services; weapons (including without limitation, knives, guns, gunpowder or ammunition), fireworks, and other explosives; gold, diamonds, precious metals and related goods or services; toxic, flammable, and radioactive materials; or other goods and services subject to government regulation.

In violation or potential violation of applicable law, regulation, rule, or legal interest, including sending or receiving potentially fraudulent funds; in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body; infringement or potential infringement of any party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; acting in a manner that could be defamatory, trade libelous, threatening or harassing; using your Account or the Services in violation of applicable payment network rules.

In a manner detrimental to our provision of the Services, including the provision of outdated, false, inaccurate, or incomplete information; using any promotional or referral programs in a manner deemed abusive or against the intention of said programs; maintain or using multiple Accounts; allowing other individuals to access or use your Account; using an anonymizing proxy; using the Services in a manner that results in or may result in complaints, disputes, claims, chargebacks, fees, fines, penalties and other liability to GetPact, a third party, or you; imposing unreasonable demands on our technical or personnel resources; facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; using any robot, spider, other automatic device, or manual process to access, monitor or copy our website without our prior written permission; using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services; taking any action that may cause us to lose any of the services provided by our Recipients, payment processors, or other suppliers; reselling, re-skinning, or otherwise distributing our Services;breaching this Agreement or any other agreement or policy that you have agreed to with GetPact.

If you have a payment use case which is not explicitly mentioned above, and for which you would like to confirm support, please check with us by emailing hello@getpact.us.

GetPact may request more information relating to your use of the Services to seek to identify the restricted activities identified in Section 17.1 above (“Restricted Activities”). You agree to cooperate in any investigation and to provide confirmation of your identity and any information you provide to us, as we may require.

If we have reason to believe that you have engaged in any Restricted Activities or that you have used our Services inappropriately, GetPact or the Banks (to the extent applicable) reserves the right to, in its sole discretion and at any time, take any or all of the following actions: Close, suspend, or limit your access to your Account or the Services; Hold, return, or reclaim funds as permitted by applicable law or this Agreement; Update inaccurate information you provided to GetPact or third parties; Refuse to provide Services to you or related parties in the future; Contact your bank or notify other Users, Recipients, law enforcement, or impacted third parties of your actions; Take legal action against you. When not otherwise obligated by regulatory or compliance considerations, GetPact will provide you with notice of any such actions.

Because the Services are provided electronically, you agree that GetPact may provide important information electronically. GetPact will issue the following information and disclosures (“collectively, “Communications”) electronically via the GetPact Services or via electronic mail (“email”): This Agreement, the GetPact Privacy Policy, any other policies you agree to, and any amendments, modifications, or supplements to these agreements or policies; Disclosures or notices provided in connection with the Services, including any required by applicable law; Any customer service communications, including communications with respect to claims of error or unauthorized use of the Services; Transaction history information, and Any other communications related to the Services or your Account.

Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service.

Although GetPact reserves the right to provide Communications in paper format at any time, you agree that GetPact is under no obligation to do so. All Communications in either electronic or paper format will be considered to be “in writing.” You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Services.

You can withdraw your consent to receive most Communications from GetPact by emailing us at hello@getpact.us or following the unsubscribe procedure contained in any Communication you receive from us. However, if you withdraw your consent, you may no longer be eligible to use certain portions of the Services. GetPact also reserves the right to terminate your Account if you withdraw consent to future electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after GetPact has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by GetPact in its sole discretion. Withdrawing your consent will not affect the completion of pending payments or the validity of completed payments.

You have a right to receive Communications in paper form. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you. GetPact will provide paper copies free of charge. Requests to receive any paper copy may be made by mailing a written request to 27 W. Anapamu #135 Santa Barbara, CA 93101. We will provide a replacement Communication within fifteen (15) business days. In order for us to send you a paper copy of a Communication, you must have a current mailing address on file in your Account.

In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the “Sign Up” button, you are confirming to GetPact that you have the means to access, and to print or download, Communications.

By entering into this Agreement or using the SERVICES, you agree to receive TEXT MESSAGES FROM GetPact AT THE TELEPHONE NUMBER THAT YOU PROVIDE TO US. YOU AGREE THAT TEXTS may be generated by automatic telephone dialing systems. TEXT MESSAGES from GetPact may include but are not limited to: operational communications concerning your Account or use of the Services, updates concerning new and existing features OF THE SERVICES, AND communications concerning promotions run by us or our third-party partners. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

If you wish to opt out of promotional texts, you may email hello@getpact.us. You acknowledge that you are not required to consent to receive promotional texts as a condition of using the Services. If you wish to opt out of all texts from GetPact (including operational or transactional texts), you can also email hello@GetPact.us, however you acknowledge that opting out of receiving all texts may impact your use of the Services.

This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in Santa Barbara County, California.

WAIVER OF JURY TRIAL AND CLASS ACTIONS. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) YOU ARE GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST THE GetPact PARTIES; (ii) YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST THE GetPact PARTIES; (iii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST GetPact AND/OR RELATED THIRD PARTIES.

In the event of a dispute, claim, or controversy (“Claim”) between you and GetPact, arising from or relating in any way to this Agreement, the Services, or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, the Claim shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules. All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis. You and GetPact and you and one or more Banks (as the case may be) will agree on another arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between you and GetPact or you and one or more Banks. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section 26 shall be non-severable from the remainder of this Section 26.

If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU AND GetPact AND YOU AND ONE OR MORE BANKS MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.

This Agreement together with any other GetPact documents, policies and/or agreements referenced herein sets forth the entire understanding between you and GetPact with respect to the Services. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 19 (Limitation of Liability), 20 (Disclaimer of Warranties), 26 (Dispute Resolution and Arbitration), 27 (Release of GetPact and the Banks), and 28 (General). If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.