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InfoSend will maintain compliance with required Payment <br />Card Industry (PCI) Data Security Standards and <br />Cardholder Information Security Standards, applicable <br />rules and regulations of the Health Insurance Portability <br />and Accountability Act (HIPAA), and applicable sections of <br />the Gramm -Leach -Bliley Act of 1999. <br />4.2 Data and Human Resources Security <br />InfoSend takes great care in both data and human <br />resources security. InfoSend company policy requires all <br />new employees to pass a background check and a drug - <br />screening test, both performed by outside companies. <br />These practices will remain in place for the duration of the <br />Agreement. <br />5 Term & Termination <br />5.1 Term <br />The term of this Agreement shall commence on the <br />effective date of this Agreement and continue for a period <br />of three (3) years ("Term") from the effective date. <br />5.2 Termination for Cause <br />This Agreement may be terminated for cause as follows <br />(i) Material Breach <br />A material breach of this Agreement by either party <br />shall be cured within thirty (30) days ("Cure Period") <br />after a party notifies the other of such breach. For <br />those breaches which cannot reasonably be cured <br />within thirty (30) days, the breaching party shall <br />promptly commence curing such breach and <br />thereafter proceed with all due diligence to <br />substantially cure such breach. In the event that such <br />material breach has not been cured within the Cure <br />Period, the non -breaching party may terminate this <br />Agreement in its entirety, or as it pertains to a <br />particular Product, Deliverable, Service or <br />Professional Service, by providing the other party <br />with thirty (30) days' written notice as of a date <br />specified in such notice. <br />(ii) Failure to Pay <br />After sixty (60) days of nonpayment on undisputed <br />invoices, InfoSend may, at InfoSend's option, <br />terminate this Agreement in its entirety or as it <br />pertains to a particular Product, Deliverable, Service <br />or Professional Service, by giving written notice to <br />Client, as of a date specified in such termination <br />notice, pursuant to Section 6.3. <br />InfoSend Master Service Agreement <br />10.2.2018 <br />Page 2 of 7 <br />(iii) Insolvency or Bankruptcy <br />In the event that either party becomes or is declared <br />insolvent or bankrupt, is the subject of any <br />proceedings related to its liquidation, insolvency or <br />for the appointment of a receiver or similar officer for <br />it, makes an assignment for the benefit of all or <br />substantially all of its creditors, or enters into an <br />agreement for the composition, extension or <br />readjustment of all or substantially all of its <br />obligations, then the other party hereto may, by <br />giving written notice thereof to such party, terminate <br />this Agreement as of the date specified in such notice <br />of termination. <br />(iv) Representations <br />This Agreement is predicated on Client <br />representations of Client and Client User <br />transactional usage. Should Client's actual continuous <br />volume and/or recurring frequency deviate from <br />representations provided by Client to InfoSend, as <br />defined in Exhibit B, Section 2, InfoSend reserves the <br />right to invalidate the Fees listed in this Agreement. <br />Should this rare situation arise then InfoSend will <br />notify Client immediately and negotiate with Client in <br />good faith to pass on any increased costs to Client, in <br />line with actual Client and Client User transactional <br />usage. Should InfoSend and Client be unable to agree <br />upon updated Fees, InfoSend reserves the right to <br />terminate this Agreement with one hundred eighty <br />(180) days' notice. <br />5.3 Upon Termination <br />Upon termination of this Agreement, the parties agree to <br />cooperate with one another to ensure that all accounts <br />receivable are accounted for. Upon termination, InfoSend <br />shall cease all Services being provided hereunder unless <br />otherwise directed by the Client in writing. Client will <br />promptly pay to InfoSend any and all charges due, <br />including but not limited to payables that are due <br />pursuant to this Agreement, accrued finance charges, and <br />the Discontinuance Fee set forth below, where applicable. <br />5.4 Discontinuance Fee <br />This Section has been waived. <br />5.5 Force Majeure <br />Neither party shall be liable, or deemed to be in default, <br />to the other for any failure or delay in performing an <br />obligation under this Agreement to the extent that its <br />