Description of Services:
CyberPaymentSystems.com will collect monies either through their Website Processing System(WPS) or Reseller Service System for clients’ products,services and content. CyberPaymentSystems.com will remit payment according to the "Terms of Agreement". CyberPaymentSystems.com provides credit card interface, and real time sales reports on their website. CyberPaymentSystems.com will be responsible to all applicable sales and billing-related customer service for the WPS. Client is responsable for all applicable sales and billing-related customer service for the Reseller Service System

Confidentiality:
Except as otherwise required by law, Client hereby agrees that any information disclosed to Client regarding the design or operation of CyberPaymentSystems.com’s, programs, software, policies, procedures, and pricing structures shall be treated as confidential and proprietary, and shall not be disclosed or otherwise communicated to persons not party to this agreement without the prior written consent of CyberPaymentSystems.com.

Client Data Non-Disclosure, Non-Competition:
CyberPaymentSystems.com acknowledges that all clients customers and all information obtained from clients customers is proprietary information of the clients. CyberPaymentSystems.com will use this information only for the purpose of processing transactions and supplying clients with reporting information. CyberPaymentSystems.com warrants and guarantees that this information will be used only for this purpose and will not be supplied to anyone other then the client.

Regulation Authorization:
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 that it will conform to any and all laws, rules, regulations, requirements and/or other standards that are established by telephone companies or other regulatory agencies.

Indemnification:
The Client is fully responsible for the contents of its Web site. The Client is further fully liable for the contents and accuracy of all the advertising and advertisements appearing on its Web site. The Client is also fully liable for any promotions, whether appearing on the Client's Web site or otherwise, proffered or offered by the Client in reference to any of the Client's offerings. The Client hereby certifies to the Company that the Client is the owner of or that the Client has the legal right and authority to use, utilize or disseminate all information, data, graphics, text, video, music or intellectual property which either same forms a part of the Client's Web site or is in any way or manner incorporated into the Client's Web site, which is provided by the Client to its customers, or those accessing the Client's Web site or, which is otherwise used or utilized by the Client in its advertising or promotion, be same done or provided on the Client's Web site or otherwise.

Client agrees to indemnify and hold harmless the Company, the CyberPaymentSystems.com Credit Card and/or Online Checks Subscription Sales, its employees, officers, agents, directors or successors, from any and all fines, penalties, losses, claims, expenses, or other liabilities, resulting from or in connection with this Service Agreement. Company assumes no liability of the Client for the Client's failure to follow and adhere to the terms of this Service Agreement, and any results caused by the acts, omissions or negligence of the Client, its subcontractor(s), agents, employees, or directors, or any of them, including, but not limited to, claims of third parties arising out of or resulting from, or in any manner in connection with, the Client's products or services, messages, programs, caller contracts, promotions, advertising, infringement or any claim for defamation, libel or slander, or for violations of copyrights, patents, trademarks, service marks, or other intellectual property rights. The Client acknowledges and agrees to reimburse and make the Company whole for any and all legal fees and costs incurred by the Company in reference to or in any manner arising out of the Client's utilization of its Web site or arising out of the Client's obligations under this Service Agreement, be said claim rightfully or wrongfully asserted against the Company. This obligation of the Client shall arise and bind the Client regardless of whether or not litigation against the Company is actually instituted by a third party, and shall include all sums paid by the Company, its sole judgement and discretion, to any third-party to compromise an asserted claim prior to the commencement of litigation, or during litigation, or to satisfy any monetary judgment against the Company, or sums advanced by the Company to allow it to comply with any injunctive directive of a court order or of a settlement.

Governing Law:
This agreement shall be governed by and construed in accordance with the laws of the state of New York. If any part or parts of this contract are found to be void by governing law, it will not null, void, or effect other aspects of this agreement, which shall remain in full effect.

Termination:
Either party has the right to terminate this agreement by giving the other party thirty (30) days written notice via U.S. registered mail, return receipt requested. If CyberPaymentSystems.com is given cause to believe that the client has, will be, or is using the services of CyberPaymentSystems.com for questionable or outright illegal activities, reserves the right to terminate this entire service agreement immediately without notifications to client.

Assignment:
No interest or right of client under this agreement shall be assigned or transferred in any manner by client without the written consent of CyberPaymentSystems.com. CyberPaymentSystems.com may assign this agreement.