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WNAYAX
<br />Atwndmg to the unattended
<br />NAYAX Service Agreement
<br />The "Customer' — City of Santa Ana
<br />1. Parties and Purpose. Nayax U-C ("NAYAX") hereby agrees to sell to the Customer the NAYAX Unit (as defined below) and
<br />to provide to the City of Santa Ana, a charter city and municipal corporation organized and existing
<br />under the Constitution and laws of the State of California ("Customer"), network services ("NAYAX
<br />Service") utilizing NAYAX unique telemetry and cellular activated communications network solely in connection with the
<br />Customers automated machine equipment that is equipped with a NAYAX unit or NAYAX API (such unit, a "NAYAX Unit")
<br />enabled to connect to NAYAX's Central Server. This Service Agreement covers the sale of the NAYAX Unit (if applicable)
<br />and the provision of the NAYAX Service. This Service Agreement shall not govern credit card clearing services which are
<br />optional and may be provided subject to Customer execution of a separate clearing agreement, a copy of which is
<br />attached as Exhibit A hereto, and for an additional fee. If the Customer has purchased the NAYAX Unit from either a
<br />reseller or other agent of NAYAX or from NAYAX directly, the terms and conditions of this Agreement will apply and
<br />govern regarding this NAYAX Unit.
<br />2. The NAYAX Services. NAYAX hereby grants the Customer, during the term of this Agreement, a non-exclusive, personal,
<br />non -transferable and non -sub licensable right and license to access and use the NAYAX Service solely in connection with
<br />and together with the NAYAX Unit. The NAYAX Service (through the NAYAX system and the NAYAXvend web
<br />management tools) provides both (a) information and management abilities, including: machine status, malfunctions
<br />and inventory management, on line transactions, alerts, pricing updates, web marketing tool and (b) detailed reports
<br />regarding sales by machine operation, by machine, information regarding total sales and break down for periods,
<br />detailed transaction report and cumulative transactions reports, including DEX counters reports (all the reports are based
<br />on machine level of software and protocol) and cash accountability.
<br />3. Fees and Payments. In consideration for the NAYAX Unit and the NAYAX Service, the Customer shall pay Nayax the fees
<br />set forth in Schedule 1 according to the payment terms set forth therein. NAYAX may offset any such amount from the
<br />net amounts due to the Customer for any reason including but not limited to any amounts due to the Customer if
<br />NAYAX also handles clearing services for the Customer.
<br />4. Due Payment— If the Customer fails to pay NAYAX any payment by such date on which it is due, it shall pay interest
<br />on any overdue amount from the due date until payment is made in full at a rate of 6% per year compounded
<br />monthly, or if less, the greatest amount allowed by law. Unless otherwise agreed by the parties in writing, all
<br />payments under this Agreement shall be made in US Dollars. NAYAX reserves the right to offset any such amounts
<br />due to it from the Customer from any amounts due by it to the Customer, if any.
<br />5. Availability of Service. Customer acknowledges that NAYAX relies on third party providers in the delivery of its services,
<br />including, but not limited to, processing service providers wireless data network providers. Cellular radio service provided
<br />by third parties is available only when within the operating range of cellular systems, and cellular service is subject to
<br />transmissions limitations and dropped or interrupted transmissions. Cellular service may be temporarily refused, limited,
<br />interrupted, or curtailed due to government regulations or orders, atmospheric and/or topographical conditions and
<br />cellular system modifications, repairs and upgrades. In addition, the Customer acknowledges that provision of the NAYAX
<br />Services may depend on factors beyond NAYAX's control, including but not limited to factors affecting the operation of
<br />Public Systems (i.e. telecommunication systems run by public telecommunication operators or internet service providers
<br />which may be accessed by cellular data network, ISDN, IP, analogue line or other transmission types) and Banking
<br />Systems (i.e. banking, financial institution or other similar bodies). NAYAX is and shall not be obliged to provide the
<br />NAYAX Services where such factors prevent it. Furthermore, the Customer agrees that from time to time, NAYAX, the
<br />third party provider for the network, and/or other third parties may perform routine maintenance or emergency
<br />maintenance which could cause some NAYAX Services not to function partially or entirely, during the performance of
<br />such maintenance. NAYAX shall not be liable for any such failure to function. The Customer agrees that NAYAX shall not
<br />be liable for any losses, damages, or business interruptions sustained as a result of factors outside of NAYAX's control
<br />and interruptions caused routine or emergency maintenance or by third party providers, including, but not limited to its
<br />wireless data network providers and processing service providers.
<br />Nayax I Executive Plaza 1, 11350 McCormick Rd, Ste 1004, Hunt Valley MD, 21031 1 410-666-3800 1 us(@navax.com I
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