API TERMS OF USE

1. Intellectual Property Rights. The Priority API is the proprietary intellectual property of Priority and is offered for use subject to these Terms of Use as well as applicable law. Priority’s API may not be copied, reverse-engineered, decompiled, disassembled, modified, reposted to other web sites, framed, deep linked to, changed, or otherwise distributed, redistributed, licensed, sublicensed or transferred in any form by you without the prior express written permission of Priority. Any unauthorized commercial use of Priority’s API in violation of these Terms of Use, or of Priority’s intellectual property rights, will be subject to the exercise of Priority’s full legal rights and remedies.
2. Grant of Limited Right to Use the Priority API. You are hereby granted, a limited, nonexclusive, revocable license to use the Priority API for your own use. You may not grant to others the right to license, sublicense, sell, transfer, assign, republish, distribute, copy, prepare derivative works or make any other unpermitted use of Priority’s API. You may not access or use the Priority API in any way that could, or is intended to, damage or impair the Priority API or other Priority systems, or other third party systems that the Priority API serves or accesses. You may not use the Priority API in a manner that interferes with, or impedes, other users of the Priority API. Except for the limited rights expressly granted herein, all right, title and interest in the Priority API remains vested in Priority. Your right to utilize the API may be terminated at any time, without notice, in the sole discretion of Priority.
3. Impermissible Uses.: 3.1 Any purpose inconsistent with the permissions granted pursuant to the Priority API Terms of Use.; 3.2 You may not make use of the Priority API for any illegal purpose.
4. Indemnification. You agree to indemnify, defend and hold Priority, the credit card associations, its sponsor bank, and its business partners, and its and their staff and affiliates harmless from any liability, loss, damage, claim, and expense, including reasonable attorneys' fees, expenses and costs, related to either your violation of these Terms of Use or your use of the Priority API.
5. No Representation or Warranty.: 5.1 Priority will undertake reasonable efforts to ensure that the API functions properly; however, such functionality cannot be guaranteed and Priority does not assume any responsibility or liability for the functionality of the API.; 5.2 THE PRIORITY API IS PROVIDED TO YOU “AS IS,” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, QUALITY OF INFORMATION, OR FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION OR DATA TRANSFERRED OR OBTAINED BY, OR TO, YOU IN CONNECTION WITH YOUR USE OF THE PRIORITY API SHALL BE SUBJECT TO ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITATION, PRIORITY DISCLAIMS ALL WARRANTIES REGARDING THE AVAILABILITY OF THE API, THAT THE API WILL OPERATE ERROR-FREE, THAT DEFECTS IN THE API WILL BE CORRECTED OR THAT THE API IS FREE OF VIRUSES OR OTHER MALICIOUS OR HARMFUL COMPONENTS. YOUR USE OF THE PRIORITY API IS AT YOUR OWN RISK. ANY DATA OR INFORMATION TRANSMITTED VIA, OR OTHERWISE OBTAINED THROUGH, THIS API IS AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR FOR ANY DATA LOSS, AND THE CONSEQUENCES THEREOF, RESULTING FROM YOUR USE OF THE PRIORITY API, INCLUDING WITHOUT LIMITATION, DAMAGE RESULTING FROM LOST, MISDIRECTED OR INCOMPLETE DATA, COMPUTER VIRUSES OR MALWARE OF ANY TYPE.
6. Damages Disclaimer and Limitation of Liability IN NO EVENT SHALL PRIORITY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO PROPERTY DAMAGE, LOSS OF USE, LOSS OF BUSINESS, ECONOMIC LOSS, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR ACCESS OF THE PRIORITY API, EVEN IF PRIORITY OR ITS BUSINESS PARTNERS, THE CARD ASSOCIATIONS, PRIORITY’S SPONSOR BANK, OR THE EMPLOYEES, REPRESENTATIVES OR AFFILIATES OF ANY OF THEM, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT SHALL PRIORITY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE LESSER OF THE AMOUNT PAID BY YOU FOR ANY SERVICE PROVIDED BY PRIORITY, OR ONE HUNDRED DOLLARS ($100).
7. Governing Law You agree: (1) that any claims, demands, disputes and controversies between or among you and Priority, or any persons bound hereby, that arise out of or relate to these Terms of Use or your use of the Priority API (individually and collectively, a “Dispute”), shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles;(2) to submit yourself and any such Dispute to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia; and (3) that you will not commence any action arising out of or related to your use of the Priority API or these Terms of Use in any other court, venue or jurisdiction. The parties agree to submit to the personal jurisdiction of the state and federal courts in Fulton County, Georgia and will not object to any action brought therein on the grounds of lack of jurisdiction, venue, or forum non-conveniens.

_{© 2016 Priority Payment Systems Holdings LLC
Priority Payment Systems is a registered ISO of Wells Fargo Bank, N.A. Walnut Creek, CA, a registered ISO/MSP of Synovus Bank, Columbus, GA, and a registered ISO of BMO Harris Bank, N.A., Chicago, IL.

DISCLAIMER
MX™ and the MX™ family of trademarks referenced in these materials and 4 Rings and Resolve, are trademarks and service marks of Priority Payments Systems LLC. Priority Payment Systems LLC disclaims any affiliation, sponsorship or endorsement of any kind with any other entity using MX™ or any variation thereof in connection with bank card, credit card, or transaction technology, processing services and merchant services.}