BOHA!^® SUBSCRIPTION AGREEMENT

This Subscription Agreement (“Agreement”) between TransAct Technologies, Incorporated (“TransAct,” “we” or “us”) and you (“Subscriber” or “you”) concerns your subscription to and use of the BOHA!® software installed on or available through the BOHA!® terminal (the “Application”), including without limitation all desktop software, websites, mobile applications, Application Program Interfaces (APIs), cloud services, software interfaces, automated notifications (including emails, text messages, push notifications or electronic notifications), data storage, documentation and similar or related services provided by TransAct or its Affiliates.

This Agreement (including any schedules), together with the Terms of Use, Privacy Notice and the other applicable rules, policies and terms available at the TransAct website, or on or through the BOHA!® terminal (collectively, the “Terms of Use”), contains the complete and entire understanding and agreement between TransAct and Subscriber with respect to the subject matter of this Agreement and supersedes any previous communications, representations, or agreements, oral or written, related to the subject matter hereof.

BY USING THE TRANSACT SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF USE, YOU HAVE NO PERMISSION TO USE TRANSACT’S SOFTWARE AND MUST STOP USING THE SOFTWARE IMMEDIATELY.

1. Acknowledgment and Acceptance of Terms

TransAct provides use of the Application, which is provided in a web based, desktop, mobile and/or other type of interface, to you, subject to your compliance with all of the Terms of Use, as well as any other written agreement between TransAct and Subscriber. When using TransAct’s Application, you shall be subject to any posted rules that may contain terms and conditions specific to a service(s) or product(s) in addition to those in the Terms of Use. All such guidelines or rules are hereby incorporated by reference into the Terms of Use. We expressly reserve the right to change these Terms of Use from time to time on our website, with electronic notice to you. You acknowledge and agree that it is your responsibility to review these Terms of Use from time to time and to familiarize yourself with any modifications posted online. For Subscribers not previously bound by TransAct’s Terms of Use, these current Terms of Use are effective immediately. For Subscribers that are bound by a prior version of the Terms of Use, this new version of our Terms of Use shall become effective within fourteen (14) days of the date they are posted on our website (www.transact-tech.com/terms). Your continued use of our Application after such modifications become effective will constitute agreement to abide by and be bound by these modified Terms of Use. As used in these Terms of Use, references to TransAct’s “Affiliates” include its owners, subsidiaries, affiliated companies, employees, officers, and directors involved in creating, producing, marketing, selling or delivering the Application and related services and products.

2. Description of Services

TransAct makes various services available to you through the BOHA!® terminal, including without limitation an application that enables restaurants and other food service businesses to print customized labels with respect to freshness, ingredients and similar matters. Subscriber is responsible for acquiring, at its own expense, the BOHA!® terminal and all related equipment necessary to use the Application, including modem and Internet access (including payment of all fees associated with such access). TransAct reserves the sole right to either modify or discontinue its Application, including restricting access to the Application or otherwise, at any time with or without notice to Subscriber. TransAct will not be liable for such modifications, restrictions or termination of Application services to Subscriber or any third party, in any way, should TransAct exercise such right. Any new features that augment or enhance TransAct’s then-current Application shall also be subject to these Terms of Use and may require an increase in our fees.

3. Application and Terminal Control

TransAct has and will retain sole control over the operation, provision, maintenance and management of the Application. Subscriber has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the BOHA!® terminals held or controlled by Subscriber. Subscriber has and will maintain responsibility for all access to and use of the Application by any person by or through such terminals, including any information, instructions or materials provided by or on behalf of Subscriber, results obtained from any use of the Application and conclusions, decisions or actions based on such use.

4. Registration Data and Privacy

In order to access the Application, you will be required to use an account and password that can be obtained by completing our online registration form, which requests certain information and data (“Registration Data”). By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate. The information we obtain through your use of the BOHA!® terminal, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

5. Subscription Grant; Termination

TransAct hereby grants to Subscriber, and Subscriber hereby accepts, a non-exclusive, nontransferable right and license to use TransAct’s Application for the Term, only as authorized in this Agreement. Upon expiration of the Term, the rights granted hereunder shall immediately terminate. The BOHA!® terminal will be locked down so that Subscriber can no longer access the Application or any content thereon. Upon Subscriber’s request, TransAct will unlock the terminal for use with other software the Subscriber may acquire, but access to the TransAct Application will be prohibited.

6. Fees for Services

Unless otherwise agreed, in writing, by parties hereto, in consideration of the rights granted herein, including access to and the use of the Application, Subscriber shall pay TransAct the subscription fees agreed upon by the parties (“Subscription Fees”). Unless otherwise agreed, in writing, by parties hereto, all fees are exclusive of sales tax, use tax and other taxes and assessments which are the sole responsibility of Subscriber.

7. Payment Terms

The Subscription Fees, if any, owed by Subscriber shall be payable in full according to the payment terms as agreed between the parties hereto in writing. Any fees unpaid thirty (30) days after their due date shall be considered overdue. Late fees shall accrue interest at the rate of 1% per month from the due date until the date paid. TransAct shall have the right to pursue any remedies available at law or as provided herein and shall be entitled to reimbursement from Subscriber for TransAct’s costs of collection, including attorneys’ fees, costs and disbursements. TransAct makes no guarantee to retain data for delinquent

8. Term of Agreement

The initial term of this Agreement shall be agreed upon by the parties in writing (“Term”). The parties hereto may agree to renewal of this Agreement from time to time.

9. Maintenance, Data Backup, Security and Technical Support

TransAct will maintain the servers and databases that are required for the Application. TransAct also will regularly back up all data entered into the Application by Subscriber, and encrypt it during transport, to provide privacy and security. TransAct has the responsibility to exercise commercially reasonable efforts in securing Subscriber’s data in accordance with relevant security standards and industry best practices. Subscriber is entitled to receive any technical support provided by TransAct as agreed between the parties in writing. TransAct reserves the right to change its technical support guidelines and procedures at any time by providing electronic notice to Subscriber. Subscriber’s continued use of the Application following any changes will constitute acceptance of such changes.

10. Subscriber Obligations

Subscriber shall at all times during the Term set up, maintain and operate in good repair and in accordance with the specifications all BOHA! terminals. Subscriber shall further provide all cooperation and assistance as TransAct may reasonably request to enable TransAct to exercise its rights and perform its obligations under and in connection with the Terms of Service. Subscriber’s use of the Application is subject to all applicable laws and regulations. Subscriber is solely responsible for the substance of its communications through the Application. By posting information in or otherwise using any communications service, software library or other interactive service that may be available to Subscriber on or through the Application, Subscriber agrees that it will not directly or indirectly upload, share, post, or otherwise distribute or facilitate distribution of any content — including text, communications, software, images, sounds, data, or other information — that:

i. Is unlawful, infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

ii. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

iii. impersonates any person or entity, including any of our employees or representatives.

TransAct neither endorses nor assumes any liability for the contents of any material uploaded or submitted by Subscriber or any other user of the Application. We do not pre-screen, monitor, or edit the content posted by users of communications services. You may not use your account to breach the security of another account or otherwise attempt to gain unauthorized access to the data of another user of the Application. Not all areas or parts of the Application may be available to you or other authorized users of the Application. You shall not interfere with anyone else’s use and enjoyment of the Application or other similar services. You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other right to use the Application without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with government investigations of violations of systems or network security for our Application.

11. Intellectual Property Ownership

TransAct’s services hereunder include the Application and its interfaces that allow both TransAct and Subscriber to provide content that may be or is considered intellectual property. For purposes of the Terms of Use, “content” is defined as any information, data, communications, documentation, software, photos, video, graphics, music, sounds, text and other material and services that can be viewed on or inputted into the Application by either TransAct or Subscriber.

i. TransAct Content. By accepting these Terms of Use, Subscriber acknowledges and agrees that the Application and all content developed or distributed by TransAct through the Application is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of TransAct and/or its Affiliates or licensors. Subscriber is only permitted to use the content as expressly authorized by TransAct, or as authorized by the specific content owner in the event TransAct includes intellectual property it has obtained from third parties. Subscriber may not copy, reproduce, modify, republish, upload, post, transmit, sell, or otherwise distribute the Application or any content obtained through the Application in any form or by any means without prior written permission from TransAct or the specific content provider, and Subscriber is solely responsible for obtaining permission before reusing any copyrighted material that is available through the Application. Any unauthorized use of the Application may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Neither TransAct nor its Affiliates warrant or represent that Subscriber’s use of materials TransAct has displayed on, or provided through the Application will not infringe the rights of third parties. See “Unauthorized Use of Materials” below for a description of the procedures to be followed in the event that any Subscriber believes that the Application or any content posted on the Application infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

Other custom graphics, icons, logos and service marks are used by TransAct to identify and market its services. All such trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants Subscriber any right to use any trademark, service mark or logo associated with TransAct or the BOHA! or the name of TransAct or its Affiliates without the prior written consent of TransAct.

ii. Subscriber’s Content. Unless parties hereto agree otherwise in writing, TransAct is not being contracted to develop custom software or other materials for Subscriber, but merely providing access to its Application. Any and all information that is inputted or uploaded by Subscriber in its accounts registered with the Application shall remain the sole and exclusive property of Subscriber. However, any ideas, suggestions, feature requests, or usage data given by Subscriber to TransAct relating to general software functionality and usage behavior that leads TransAct to improve or otherwise alter the Application or related products shall be the sole and exclusive property of TransAct and may be used by TransAct to improve its products and services, unless otherwise agreed to separately in writing by the parties to this Agreement.

12. Changes

TransAct reserves the right, in its sole discretion, to make changes to the Application it deems necessary or useful to (i) maintain or enhance the quality or delivery of services to its customers, the competitive strength of or market for its services or the cost efficiency or performance of the services or (ii) to comply with applicable law.

13. Subcontractors

TransAct may from time to time in its discretion engage third parties to perform services in connection with the Application and its obligations under this Agreement.

14. Suspension or Termination of Services

TransAct may, at the end of the Term, by use of a disabling device or any other lawful means, suspend, terminate or otherwise deny Subscriber’s access to or use of all or any part of the Application, without incurring any resulting obligation or liability. Without limiting the foregoing, TransAct may, directly or indirectly, by use of a disabling device or any other lawful means, suspend, terminate or otherwise deny Subscriber’s access to or use of all or any part of the Application, without incurring any resulting obligation or liability, if (i) TransAct receives a judicial or other governmental demand or order that requires TransAct to do so, (ii) TransAct believes, in its discretion, that Subscriber has (A) failed to comply with any material term of this Agreement, (B) accessed or used the Application beyond the scope of rights granted by this Agreement or for purposes not authorized by this Agreement or in any manner that does not comply with any instruction or requirement of TransAct with respect to the Application, or (C) Subscriber has been involved in any fraudulent, misleading or unlawful activities relating to the Application.

15. Confidential Information

During the activities contemplated by this Agreement, either party may become acquainted with Confidential Information of the other party. “Confidential Information” means information in any form or medium, whether oral, written, electronic or other, that the disclosing party considers confidential or proprietary, including information relating to its technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, software, hardware, designs, formulas and technologies, and information with respect to which the disclosing party has contractual or other confidentiality obligations to third parties, in each case whether or not marked as “confidential” or “proprietary” without limiting the foregoing, the Application and its content are confidential information of TransAct, and the menus, ingredients, pricing and other proprietary information of Subscriber are confidential information of Subscriber. Subject to the exceptions below, each party agrees not to use the Confidential Information of the other party, except as required to fulfill its obligations under this Agreement, and further agrees not to disclose the Confidential Information of the other party to any third parties. Each party shall limit access to the Confidential Information of the other party within its own organization to those employees who need to know such Confidential Information and who are expressly obligated to maintain such Confidential Information in confidence and in accordance with the restrictions set forth herein. These obligations shall not apply to any Confidential Information which (i) was in the public domain at the time of receipt; (ii) entered the public domain after receipt through no fault of the receiving party; (iii) was known by the receiving party prior to its receipt; (iv) is lawfully disclosed to the receiving party by a third party that was not under an obligation of confidence to the disclosing party; (v) the receiving party can demonstrate was independently developed by the receiving party without reference to the Confidential Information; or (vi) with respect to Subscriber Confidential Information, is not confidential to the Subscriber because it relates to technical ideas, suggestions, feature requests, or usage data given by Subscriber to TransAct relating to general software functionality or usage behavior that leads TransAct to improve or otherwise alter the Application.

If the receiving party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted, the receiving party shall give prompt written notice of such requirement to the disclosing party and provide reasonable assistance in opposing such disclosure or seeking an appropriate protective order.

16. Use Restrictions

Subscriber shall not, directly or indirectly, access or use the Application except as expressly permitted by the Terms of Use and, with respect to any third-party materials included in the Application, the applicable third-party license agreement. Without limiting the foregoing, Subscriber shall not, except as the Terms of Use expressly permit,

i. copy, modify or create derivative works or improvements of the Application,

ii. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or its content to any other person, including honoring connection with the Internet or any time-sharing, service bureau, software as a service, cloud or other technology or service,

iii. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Application, in whole or in part;

iv. bypass or breach any security device or protection used by TransAct or the Application or access or use the Application other than through authorized users through the use of their own then valid access credentials;

v. input, upload, transmit or otherwise provide to or through the Application any information or materials that are unlawful or injurious or contained, transmit or activate any Harmful Code;

vi. damage, destroy, disrupt, disable, impair, interfere with or otherwise harm in any manner the Application or TransAct’s provision of services to any third party, in whole or in part;

viii. access or use the Application in any manner or for any purpose that infringes, misappropriates or otherwise violates the intellectual property rights or other rights of any third party or that violates applicable law;

ix. access or use the Application for purposes of competitive analysis of the Application or its content, the development, provision or use of a competing software or product or any other purpose that is to the detriment or commercial disadvantage of TransAct; or

x. otherwise access or use the were beyond the scope of authorization granted under this the terms of use the Terms of Use.

17. Disclaimer of Warranties

UNLESS AGREED UPON IN WRITING SIGNED BY AN AUTHORIZED REPRESENATIVE OF TRANSACT, THE SOFTWARE, AND, MORE BROADLY, ALL OF TRANSACT’S SERVICES AND PRODUCTS, AND ALL CONTENT CONTAINED WITHIN OR RELATED TO THE SOFTWARE (“CONTENT”), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SOFTWARE, ITS CONTENT, AND, MORE BROADLY, ALL OF TRANSACT’S AND/OR ITS LICENSORS’ SERVICES AND PRODUCTS WILL MEET SUBSCRIBER’S REQUIREMENTS, (B) THE SERVICES, INCLUDING THE SOFTWARE AND ITS CONTENT, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE PRODUCTS ARE FREE FROM ANY MANUFACTURING, DESIGN OR OTHER DEFECTS, (D) RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE, ITS CONTENT, AND MORE BROADLY TRANSACT’S AND/OR ITS LICENSOR’S SERVICES AND PRODUCTS, WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (E) THE QUALITY OF ANY SOFTWARE, SERVICES OR INFORMATION PURCHASED OR OBTAINED BY SUBSCRIBER FROM TRANSACT AND/OR ITS LICENSORS OR AFFILIATES, WILL MEET SUBSCRIBER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE SOFTWARE AND ITS CONTENT COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. TRANSACT MAY MAKE CHANGES TO THE SOFTWARE, ITS CONTENT, AND MORE BROADLY ITS SERVICES AND PRODUCTS, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SERVICES OR PRODUCTS LISTED ON THE SOFTWARE, AT ANY TIME. THE CONTENT OF THE SOFTWARE MAY BE OUT OF DATE, AND PROVIDER MAKES NO COMMITMENT TO UPDATE IT. USE OF THE SOFTWARE OR ITS CONTENT OR THE DOWNLOADING, ACCESSING OF OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SOFTWARE, IS DONE AT SUBSCRIBER’S OWN DISCRETION AND RISK AND WITH SUBSCRIBER’S AGREEMENT THAT IT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM, LOSS OF DATA, LOSS OF PROFITS, OR OTHER COSTS INCURRED FROM SUCH ACTIVITIES.

18. Limitation of Liability

In no event shall TransAct or its Affiliates be liable for any direct, indirect, incidental, consequential, compensatory, special, exemplary, or punitive damages, including any damages resulting from lost or exposed data or lost profits arising from the use of the Application, its content, and more broadly TransAct’s products and other services, even if TransAct has been advised of the possibility of such damages as a result of their use. As part of this limitation of liability, TransAct shall not be liable for any damages Subscriber may suffer from the use of TransAct’s services and/or products, including the Application, its content, lost data entered into the Application, or otherwise. The foregoing limitation of liability shall apply whether the claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.

THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, TRANSACT MAKES NO WARRANTY THAT (A) THE APPLICATION WILL MEET SUBSCRIBER’S REQUIREMENTS, (B) THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE APPLICATION IS FREE FROM ANY MANUFACTURING, DESIGN OR OTHER DEFECTS, (D) RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPLICATION WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (E) THE QUALITY OF THE APPLICATION WILL MEET SUBSCRIBER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. USE OF THE APPLICATION OR DOWNLOADING, ACCESSING OF OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE APPLICATION, IS AT SUBSCRIBER’S OWN DISCRETION AND RISK AND WITH SUBSCRIBER’S ACKNOWLEDGMENT AND UNDERSTANDING THAT IT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM, LOSS OF DATA, LOSS OF PROFITS, OR OTHER COSTS INCURRED FROM SUCH ACTIVITIES.

19. Indemnification

13.12 Subscriber agrees to defend, indemnify, and hold TransAct and its Affiliates harmless from all liabilities, claims, costs and expenses, including attorneys’ fees, which arise from Subscriber’s use or misuse of the Application. TransAct reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Subscriber, in which event Subscriber will cooperate with TransAct in asserting any available defenses.

20. Subscriber’s Account and Password

Subscriber is solely responsible for maintaining the confidentiality of its passwords and account and for any and all statements made and acts or omissions that occur through the use of its password and account. Therefore, Subscriber must take all necessary steps to ensure that others do not gain access to its password and account. TransAct’s personnel will never ask Subscriber for its passwords. Subscriber may not transfer or share its account with anyone, and TransAct reserves the right to immediately terminate Subscriber’s account if it does transfer or share its account.

21. International Use

Unless otherwise agreed upon by TransAct in writing, the Application is intended for use from within, and on computers, systems, networks and other infrastructure located in, the United States. Those who choose to access the Application from locations outside of the United States do so on their own initiative and are responsible for compliance with local laws.

22. Termination of Use of Services

Subscriber agrees that TransAct may, in its sole discretion and upon reasonable notice, terminate or suspend Subscriber’s access to all or part of the Application if it reasonably determines that Subscriber has breached the terms of this Agreement, or if such termination or suspension is reasonably necessary to protect its network and services; provided, however, that where Subscriber breaches these Terms of Use no notice is required to terminate the Agreement, including access to the Application. Upon termination or suspension, regardless of the reasons therefore, Subscriber’s right to use the Application immediately ceases, and Subscriber acknowledges and agrees that TransAct may immediately deactivate or delete Subscriber’s account and all related information and files in its account and/or bar any further access to such files or the Application. TransAct shall not be liable to Subscriber or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by TransAct in connection with such termination or suspension. If TransAct terminates its Application offering for reasons other than illegal acts or breach of this Agreement by Subscriber, TransAct will reimburse Subscriber for any Subscription Fees, if any, already paid on a pro rata basis. Termination is not an exclusive remedy for TransAct and all other remedies will be available whether or not termination occurs. Subscriber may terminate this Agreement at any time and for any reason, but no refunds will be paid unless termination results from the breach of this Agreement by TransAct, in which case Subscriber shall be entitled to a pro rata refund of the Subscription Fees, if a Subscription Fee has been separately designated between the parties, that have been paid based on unused entire months of Subscriber’s subscription period.

23. Governing Law; Disputes

By accessing the Application, both parties agree that the laws of the State of Connecticut, without regard to its conflicts of laws principles, will apply to all disputes arising under this Agreement, including disputes with respect to the Application. Any litigation arising out of this Agreement shall be resolved exclusively by the state or federal courts sitting in New Haven, Connecticut, and each party hereby irrevocably submits to the jurisdiction of any such court, waiving any defense of inconvenient forum. Any cause of action brought by the Subscriber against TransAct or its Affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred. Any failure by TransAct to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

24. Notices

All notices to a party shall be in writing and shall be made either via hand delivery, email, nationally recognized overnight courier service or certified mail, postage prepaid, return receipt requested. Notices to TransAct shall be sent to the attention of Customer Service at sales@transact-tech.com, if by email, or to TransAct Technologies, Incorporated, One Hamden Center, 2319 Whitney Avenue, Hamden, CT 06518, if by overnight courier service or certified mail. Notices to Subscriber may be sent to the physical or electronic mailing address supplied by Subscriber as part of its Registration Data. In addition, TransAct may broadcast notices via email or messages through the Application to inform Subscriber of changes to the Application or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

25. Severability

If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement with regard to that term, condition or provision. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

26. Force Majeure

TransAct shall not be responsible for any failure of performance if such failure was due, in whole or in part, to federal, state or municipal action, statute, ordinance or regulation, strike or other labor trouble, fire, power shortage, network interruption, water or other damage to or destruction of, in whole or in part, the TransAct offices or the offices of any server facility, or any other cause, act of God, contingency or circumstances not subject to the reasonable control of TransAct, which causes delay or hinders access to the Application and its content. TransAct shall determine in good faith the extent to which it can reasonably control a cause, contingency, or circumstance that affects the performance of its obligations.

27. Amendment; Waiver

This Agreement may not be amended orally, impliedly, or unilaterally by Subscriber, or in any other manner contrary to that permitted by this Agreement. Any amendment of this Agreement shall be in writing and signed by each party. No waiver by either party of any of the provisions hereof 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 rights, remedy, power, or privilege arising from this Agreement will 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.

28. Miscellaneous

Section titles or captions contained in this Agreement are for convenience of reference only and shall not define, interpret or limit this Agreement. Subscriber may not assign this Agreement without the prior written consent of TransAct, and any assignment in violation of this Agreement shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement is made and entered into solely for the benefit and protection of the parties hereto and their successors and permitted assigns, and no other person or entity shall have any cause of action hereunder. The rights and remedies set forth in this Agreement are in addition to, and cumulative with, any rights or remedies of the parties at law or in equity.