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SERVICE PROVIDER AGREEMENT THIS SERVICE PROVIDER AGREEMENT (the “Agreement”) is executed as of the day of acknowledged application date by the entity or individual which owns a health club services business (the “Service Provider”) and ABC Financial Services, Inc. (the “ABC”). WHEREAS, ABC provides billing and collection services to health club owners (the “Club Owners”) with respect to the members (collectively, the “Members”) of their clubs (“Clubs”); WHEREAS, Service Provider desires to provide the Services to the Club Owners. NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1.Right to Use Club Data. At the request of Service Provider, ABC may, at its sole and absolute discretion, provide Service Provider with access to some or all the information and other account or Member data which ABC collects, compiles or maintains pursuant to its agreement with the Club Owners (the “Club Data”) for a particular Club and Service Provider shall only use such Club Data for the sole and exclusive purpose of providing the Services with respect to that particular Club. Service Provider agrees and acknowledges that ABC owns the Club Data and all other information and data that Service Provider derives from its use of, and access to, such Club Data (this additional data and the Club Data shall be referred to collectively hereafter as the “Club Data”). ABC makes no representations of any kind with respect to the Club Data except as specifically contained in this Agreement. 2.Services Fees & Refund Policy. During the term of this Agreement, Service Provider agrees to pay the Service Fees set forth in EXHIBIT A by ABC Financial. At the sole discretion of ABC Financial, all service fees indicated are subject to change with a 30 day written notice to the Service Provider. Service Provider will be billed their monthly recurring and usage fee set forth in Exhibit A, in the following month (in the rears), however all setup fees are due at the time of activation. Service Provider can cancel their subscription to ABC Financial’s Web Services API at any time, however full payment for all services rendered is applicable at the time of termination and must be paid in full before contract is cancelled. ABC Financial requires a 2 business day notice of all cancellations. Monthly recurring fees that are active on the first day of the month or any time after will be charged the full monthly recurring service fee set forth in Exhibit A. ABC Financial does not prorate. All service fees set forth by ABC Financial are non-refundable. 3.Confidentiality of Club Data. Service Provider acknowledges that ABC's Club Data is a valuable, special and unique asset of ABC's business and that irreparable injury may result to ABC in the event of any breach or threatened breach of this Agreement. Furthermore, each party will process, store, and transmit all member and account information in its possession in accordance with commonly accepted data security standards. Service Provider shall not, during and after having worked for ABC or the Club Owner, disclose any part of ABC's Club Data, to any person, firm, corporation, association, or other entity for any reason or purpose, except as is required by Service Provider's job-related performance in the regular course of business at or for ABC or the Club Owner. Provider shall not, during and after having worked for ABC, disclose any part of ABC's Billing Structure or Fees charged to the Service Provider, to any person, firm, corporation, association, or other entity including ABC’s and provider’s mutual client; Club Owner. Service Provider shall not copy, publish, distribute or otherwise disclose to any person, firm, corporation, associate or other entity for any reason or purpose, nor remove from ABC's premises any files, records, disks or other media, computer or otherwise. All Club Data shall be and remain the exclusive property of ABC and Provider shall use all reasonable efforts to deliver and return to ABC the Club Data upon termination of Service Provider’s engagement or at any time upon ABC’s request and shall not thereafter be retained in any form by the Service Provider. In the event of Service Providers' breach or threatened breach of the Agreement, ABC shall be entitled to a preliminary or temporary restraining order and/or an injunction restraining and enjoining Service Provider from disclosing Club Data and from rendering any services to any person, firm, corporation, association or other entity to whom all or part of such Club Data has been or is threatened to be disclosed or to whom any Club Data has been distributed or furnished. 4.Representations and Warranties of Club Owner. Service Provider represents and warrants that its execution, delivery and performance of this Agreement (i) will not violate any indenture, agreement or any other instrument to which it is a party or by which it is bound; and (ii) will not be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument. This Agreement, when executed and delivered to ABC by Service Provider, will constitute the legal, valid and binding obligation of the Service Provider, enforceable in accordance with its terms. 5.Miscellaneous Provisions.The parties hereto agree that: (i) this Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter contained herein; (ii) this Agreement shall not be modified or amended except by an instrument in writing signed by all of the parties hereto; (iii) if, after the date hereof, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable, and in lieu thereof there shall be added a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable; (iv) this Agreement has been negotiated and drafted by all of the parties hereto and no ambiguity found herein shall be interpreted against one party hereto or the other; (v) all titles, headings, and captions used in this Agreement have been included for administrative convenience only and do not constitute matters to be construed in interpreting this Agreement; (vi) each party hereto shall execute and deliver any further instruments as may be necessary to implement fully the terms and provisions hereof; (vii) the persons executing this agreement possess the proper authority necessary in order to bind the parties hereto to their respective obligations; (viii) all warranties, covenants, and agreements contained herein shall survive this Agreement; (ix) the validity, construction, interpretation, and administration of this Agreement shall be governed by the substantive laws of the State of Arkansas and each party submits to the jurisdiction of a court of competent jurisdiction sitting in Pulaski County, Arkansas; and (x) this Agreement may be executed in multiple separate counterparts which compiled shall constitute one document. During the term of this Agreement, Service Provider agrees to pay the Service Fees set in their application. -All setup fees are due at the time of activation -Service Provider can cancel their subscription at any time, however full payment for all services rendered is applicable at the time of termination -ABC Financial requires a 2 business day notice of all cancellations -ABC Financial does not prorate monthly recurring fees -All service fees set forth by ABC Financial are non-refundable. Support The Service Provider is solely responsible for member and club support/reconciliation of its services provided to members on behalf of the Club Owner. The below contacts will be used for technical, business and service issues.